SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                       AMENDMENT TO APPLICATION OR REPORT

                FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-19600

                                   CORE, INC.
                                   ----------
             (Exact name of registrant as specified in its charter)

                                 AMENDMENT NO 1.

      The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 2000 on Form 10-K as set forth in the pages attached hereto:

            Items 10, 11, 12 and 13. Directors and Executive Officers of the
            Registrant; Executive Compensation; Security Ownership of Certain
            Beneficial Owners and Management; and Certain Relationships and
            Related Transactions, respectively. The information required by
            these Items is filed herewith by amendment pursuant to Rule 12b-15.

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 CORE, INC.


Date: April 16, 2001             By: /s/ George C. Carpenter IV
                                     ---------------------------------
                                     George C. Carpenter IV
                                     Chairman of the Board of Directors
                                     and Chief Executive Officer
                                     (Principal Executive Officer)


Date: April 16, 2001             By: /s/ Bradley J. Timon
                                     ---------------------------------
                                     Bradley J. Timon
                                     Acting Chief Financial Officer, Controller,
                                     and Chief Accounting Officer (Principal
                                     Financial Officer)

<PAGE>

Item 10. Directors and Executive Officers of the Registrant

      The following table sets forth certain information with respect to the
directors and executive officers of CORE as of April 2, 2001.

Name                            Age   Position
----                            ---   --------
George C. Carpenter IV          42    Chairman of the Board of Directors and
                                        Chief Executive Officer
Craig C. Horton                 46    Director, President and Chief Operating
                                        Officer
James T. Fallon                 37    Executive Vice President, Managing
                                        Director, Disability Reinsurance
                                        Management Services, Inc.
Stuart T. Greer                 41    Managing Director, Peer Review Analysis
Lisa O. Hansen                  38    Executive Vice President, Managing
                                        Director, Disability Reinsurance
                                        Management Services, Inc.
Michael D. Lachance             46    Executive Vice President, Managing
                                        Director, Disability Reinsurance
                                        Management Services, Inc.
Carol Leyshock                  49    President, SSDC Corp.
Bradley J. Timon                38    Acting Chief Financial Officer, Controller
                                        and Chief Accounting Officer
Leslie Alexandre, Dr.P.H. (1)   43    Director
James R. Boris                  56    Director
Stephen C. Caulfield (2)        60    Director
David M. Tourangeau (1) (2)     62    Director
Richard J. Towle (2)            48    Director

(1)   Member of the Compensation Committee.
(2)   Member of the Audit Committee.

      The Company's Board of Directors is divided into three classes, each of
whose members serve for staggered three-year terms. The term of the Class I
Directors (presently Dr. Alexandre, Mr. Boris and Mr. Caulfield) expires in the
year 2001; the term of the Class II Directors (presently Mr. Tourangeau and Mr.
Towle) expires in the year 2002; and the term of the Class III Directors
(presently Mr. Carpenter and Mr. Horton) expires in the year 2003. At each
annual meeting of stockholders, directors are elected for a three-year term to
succeed the directors of the same class whose terms are then expiring.

      Executive officers of CORE are elected by the Board of Directors on an
annual basis and serve at the discretion of the Board of Directors.

      George C. Carpenter IV was re-elected a Class III Director at the July
2000 Annual Stockholders Meeting, and was elected the Chairman of the Board of
Directors and Chief Executive Officer of CORE effective with CORE's March 24,
1995 merger involving Core Management, Inc. Mr. Carpenter served as the Chief
Executive Officer and a Director of Core Management, Inc., a Delaware
corporation ("CMI"), since its formation in 1990. From 1988 to 1990, Mr.
Carpenter served as a Vice President, Operations of The Health Data Institute,
Inc., a provider of utilization review, case management and analytic services
and a developer of related software, a subsidiary of Baxter International, Inc.

      Craig C. Horton was re-elected a Class III Director at the July 2000
Annual Stockholders Meeting and was elected the President and Chief Operating
Officer of CORE on March 30, 1995. Mr. Horton also served as General Manager,
WorkAbility from October 1999 through September 2000. Mr. Horton served as the
President and a Director of CMI from its formation in 1990. From 1988 to 1990,
Mr. Horton was Vice President, Operations of The Health Data Institute, Inc., a
subsidiary of Baxter International, Inc.


                                       2
<PAGE>

      James T. Fallon joined CORE with Ms. Hansen and Mr. Lachance in September
1998 upon CORE's acquisition of Disability Reinsurance Management Services, Inc.
("Disability RMS"). Mr. Fallon was a founder of Disability RMS and has served as
a Managing Director of Disability RMS since its establishment in 1993. In
November 2000, Mr. Fallon became an Executive Vice President of CORE.
Previously, from 1985 through 1993, Mr. Fallon held various sales and marketing
management positions with UNUM Life Insurance Company of America ("UNUM") and
UNUM's reinsurance division (later Duncanson & Holt.)

      Stuart T. Greer joined CORE as a Manager, Physician Review Services in
November 1994. Mr. Greer has over thirteen years experience in medical specialty
consultation management and he has held several positions with CORE, including
Director, Peer Review Services; Director, Peer Review Analysis; and Managing
Director, Peer Review Analysis.

      Lisa O. Hansen joined CORE with Mr. Fallon and Mr. Lachance in September
1998 upon CORE's acquisition of Disability RMS. Ms. Hansen was a founder of
Disability RMS and has served as a Managing Director of Disability RMS since its
establishment in 1993. In November 2000, Ms. Hansen became an Executive Vice
President of CORE. Ms. Hansen began her insurance career in Paul Revere Life
Insurance Company's sales force in 1984, then joined UNUM in 1985 where she held
several sales and marketing management positions within UNUM's reinsurance
division (later Duncanson & Holt.) Effective May 1, 2001, Ms. Hansen is
scheduled to terminate her employment with CORE and Disability RMS, however she
has agreed to provide the Company with consulting services following her
termination. See Item 11, "Executive Compensation - Employment Contracts,
Termination of Employment and Change-in-Control Arrangements."

      Michael D. Lachance joined CORE with Mr. Fallon and Ms. Hansen in
September 1998 upon CORE's acquisition of Disability RMS. Mr. Lachance was a
founder of Disability RMS and has served as a Managing Director of Disability
RMS since its establishment in 1993. In November 2000, Mr. Lachance became an
Executive Vice President of CORE. In 1983, Mr. Lachance joined UNUM where he
spent over eleven years in a variety of Individual Disability and Group
Reinsurance management positions. Mr. Lachance earned his Fellow Society of
Actuaries ("FSA") designation in 1986.

      Carol Leyshock joined the Company in June 1997 upon acquisition of certain
assets of Social Security Disability Consultants and Disability Services, Inc.
(collectively, "SSDC"). Ms. Leyshock has been with SSDC since September 1980 and
has over twenty years experience in Social Security Disability advocacy. She has
over fifteen years as Director of Professional Services and Administration. On
January 1, 2001 Ms. Leyshock assumed the position of President and Managing
Director of SSDC Corp.

      Bradley J. Timon assumed the position of Acting Chief Financial Officer on
April 1, 2001. Mr. Timon joined CORE in June 1998 as Controller and in March
2000 was elected Chief Accounting Officer of CORE. Prior to his employment with
CORE, from 1989 to 1995, Mr. Timon served in various positions, including Senior
Manager at KPMG Peat Marwick LLP, a public accounting firm; and from 1995 to
1998, served as Controller at James Hardie Industries.

      Leslie Alexandre, Dr.P.H. has been a Director of CORE since 1995, and was
re-elected a Class I Director by CORE's stockholders in July 1998. Dr. Alexandre
served as a Director of CMI from 1993 until 1995. Dr. Alexandre has been
employed by the National Institutes of Health, Bethesda, Maryland, since June
1999. From August 1998 to May 1999, Dr. Alexandre was an independent health care
consultant. From 1995 to July 1998, Dr. Alexandre was Vice President, Corporate
Affairs and Marketing for Oncormed, Inc., a genomics services company. From 1992
to 1995, Dr. Alexandre was employed as Government Affairs Representative, Health
Policy for EDS, Inc., an information technology company. Prior to joining EDS in
1992, Dr. Alexandre was Senior Health Legislative Assistant for United States
Senator David Durenberger. From January 1990 until the death of U.S. Senator
John Heinz in April 1991, she served as Professional Staff on the Senate Special
Committee on Aging. Prior to 1990, Dr. Alexandre was an independent health care
consultant.


                                       3
<PAGE>

      James R. Boris was appointed a Class I Director in November 2000. Mr.
Boris is currently chairman of JB Capital Management LLC, a private investment
firm. From January 1990 until November 1999, Mr. Boris was Chairman and Chief
Executive Officer of EVEREN Capital Corporation and its predecessor firm, Kemper
Securities, Inc. Mr. Boris also serves on the board of directors of various
organizations including People's Energy Corporation, Pragmatic Vision
International, Loyola Health Care System, Inc., the Board of Trustees of Loyola
University, Chicago, and the Advisory Board of J.L. Kellogg Graduate School of
Management at Northwestern University.

      Stephen C. Caulfield has been a Director since 1994, and was re-elected a
Class I Director by CORE's stockholders in July 1998. Mr. Caulfield is Chairman
of The Chickering Group, a student health insurance company, where he has been
employed since February 1997. Prior to this position, Mr. Caulfield was a
Worldwide Partner of William M. Mercer, Incorporated, a management consulting
firm, where he had specialized in health care issues since 1987. Mr. Caulfield
has more than 30 years of experience in the health care field, having previously
been employed as a faculty member and Assistant Dean of the Albert Einstein
College of Medicine in New York, as the Director of Health Affairs and Regional
Operations for the United Mine Workers Multi-Employer Trust, and as the
President and Chief Executive Officer of Government Research Corporation, a
consulting firm previously located in Washington, D.C. (subsequently acquired by
Hill and Knowlton).

      David M. Tourangeau was appointed a Class II Director in September 1998
and was re-elected to this position by CORE's stockholders in July 1999. Mr.
Tourangeau is retired from UNUM Corporation, where he served as an executive for
over 28 years, providing leadership as the Chief Investment Officer, and
subsequently as Senior Vice President of Group Pension and Senior Vice President
of Reinsurance Operations. Active in many non-profit organizations, Mr.
Tourangeau currently serves on the executive committee and board of directors of
Sweetser Children's Services.

      Richard J. Towle was appointed a Class II Director in September 1998 and
was re-elected to this position by CORE's stockholders in July 1999. Mr. Towle
is Senior Vice President of Boston University and serves as Chief Business
Officer for the Boston University Medical Center, including operational
management of Financial and Business Affairs, Facilities Management and
Information Technology. Mr. Towle also oversees the operations of several
University-wide departments, including the offices of Budget, Analytical
Services, Risk Management, Personnel, Equal Opportunity, Family Resources,
Campus Planning and Student Health Services. Mr. Towle is a member of both the
National Association of College and University Business Officers and the Greater
Boston Chamber of Commerce Development and Transportation Committee.


                                       4
<PAGE>

Item 11. Executive Compensation.

Summary Compensation Table

      The following table sets forth information for 2000, 1999 and 1998
concerning the compensation paid or accrued by CORE and its subsidiaries to the
chief executive officer and certain other executive officers whose aggregate
salary and bonus exceeded $100,000 in the most recent fiscal year (the "Named
Executive Officers"). Although only principal capacities are listed, the
compensation figures include all compensation received in any capacity, for
services rendered during the fiscal years indicated.

<TABLE>
<CAPTION>
                                                                                        Long Term
                                                                                      Compensation
                                            Annual Compensation                          Awards
                                   ------------------------------------------------ ------------------
                                                                                       Securities
                                                                     Other Annual      Underlying       All Other
Name and Principal Position        Year   Salary($)      Bonus($)   Compensation($)    Options (#)   Compensation($)
----------------------------------------------------------------------------------- ----------------------------------
<S>                                <C>     <C>            <C>       <C>                  <C>              <C>
George C. Carpenter IV             2000    270,421        13,500                         45,000           2,625 (1)
   Chairman of the Board of        1999    223,775                                                        2,500 (1)
   Directors and Chief Executive   1998    184,834                                       25,000           2,485 (1)
   Officer

Craig C. Horton                    2000    246,286        10,000                         45,000           2,585 (1)
   Director, President and Chief   1999    213,859                                                        2,017 (1)
   Operating Officer               1998    174,833                                       25,000

James T. Fallon                    2000    226,205        58,249                         25,000          10,200 (1)
   Executive Vice President,                                                                                216 (2)
   Managing Director, Disability                                                                          5,377 (3)
   Reinsurance Management          1999    200,003                                        6,667           9,600 (1)
   Services, Inc.                                                                                           240 (2)
                                                                                                          9,218 (3)
                                   1998     66,614 (4)                                                    1,860 (1)
                                                                                                            262 (2)

Lisa O. Hansen                     2000    225,938        58,249                         25,000          10,200 (1)
   Executive Vice President,                                                                                216 (2)
   Managing Director, Disability                                                                          5,377 (3)
   Reinsurance Management          1999    200,003                                        6,667           9,600 (1)
   Services, Inc.                                                                                           240 (2)
                                                                                                          9,218 (3)
                                   1998     66,614 (4)                                                    1,860 (1)
                                                                                                            262 (2)

Michael D. Lachance                2000    227,202        58,249                         25,000          10,200 (1)
   Executive Vice President,                                                                                360 (2)
   Managing Director, Disability                                                                          5,377 (3)
   Reinsurance Management          1999    200,003                                        6,667           9,600 (1)
   Services, Inc                                                                                            532 (2)
                                                                                                          9,218 (3)
                                   1998     66,614 (4)                                                    1,742 (1)
                                                                                                            408 (2)
</TABLE>

(1)   Amount represents employer matching and profit sharing contributions made
      to CORE's 401(k) plans on behalf of the named executive officer.
(2)   Amount represents payments for life insurance premiums made on behalf of
      the named executive officer.
(3)   Amount represents imputed interest paid to the named executive officer.
(4)   Mr. Fallon, Ms. Hansen and Mr. Lachance, the founders of Disability RMS,
      joined CORE in September 1998 upon CORE's acquisition of Disability RMS.
      See Item 13, "Certain Relationships and Related Transactions."


                                       5
<PAGE>

      The following two stock option tables summarize option grants and
exercises during 2000 for the Named Executive Officers, and the values of
options granted during 2000 and held by such persons at December 31, 2000.

Option Grants in 2000

<TABLE>
<CAPTION>
                                               Individual Grants
                         ---------------------------------------------------------------   Potential Realizable Value
                                                  % of Total                                 at Assumed Annual Rates
                               Number of            Options                                of Stock Price Appreciation
                         Securities Underlying    Granted to      Exercise                     For Option Term (2)
                                Options          Employees in      Price     Expiration   ------------------------------
Name                          Granted (#)       Fiscal Year (1)    ($/sh)       Date            5% ($)         10% ($)
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>          <C>         <C>             <C>            <C>
George C. Carpenter IV          45,000                7.47%        $5.25       3/29/2005       $79,630        $162,351
Craig C. Horton                 45,000                7.47%        $5.25       3/29/2005       $79,630        $162,351
James T. Fallon                 25,000                4.15%        $5.25       3/29/2005       $44,239         $90,195
Lisa O. Hansen                  25,000                4.15%        $5.25       3/29/2005       $44,239         $90,195
Michael D. Lachance             25,000                4.15%        $5.25       3/29/2005       $44,239         $90,195
</TABLE>

(1)   The Company granted a total of 602,050 options to its employees and
      consultants in 2000.
(2)   Amounts represent hypothetical gains that could be achieved for the
      respective options if exercised at the end of the option term. These gains
      are based on assumed rates of stock price appreciation of 5% and 10%
      compounded annually from the date the respective options were granted to
      their expiration date. These assumptions are not intended to forecast
      future appreciation of CORE's stock price. The potential realizable value
      computation does not take into account federal or state income tax
      consequences of option exercises or sales of appreciated stock. This table
      does not take into account any appreciation in the price of the Common
      Stock to date.

Aggregated Option Exercises in 2000 and Year-End Option Values

      The following table presents information regarding options exercised in
2000 and the value of options outstanding at December 31, 2000 for each of the
Named Executive Officers:

<TABLE>
<CAPTION>
                                                                Number of Securities       Value of Unexercised
                                                               Underlying Unexercised    In-the-Money Options at
                                                               Options at Year End (#)       Year-End ($)(1)
                         Shares Acquired   Value Realized ($)       Exercisable/                 Exercisable/
Name                     on Exercise (#)                            Unexercisable               Unexercisable
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                <C>                            <C>
George C. Carpenter IV          0                 N/A                114,000/56,000                 $0/$0
Craig C. Horton                 0                 N/A                114,000/56,000                 $0/$0
James T. Fallon                 0                 N/A                  7,666/24,001                 $0/$0
Lisa O. Hansen                  0                 N/A                  7,666/24,001                 $0/$0
Michael D. Lachance             0                 N/A                  7,666/24,001                 $0/$0
</TABLE>

(1)   Based upon the closing price of $3.50 per share for CORE's Common Stock as
      quoted by the Nasdaq National Market on December 31, 2000.


                                       6
<PAGE>

Compensation of Non-Employee Directors

      As compensation for their services, each non-employee director is granted
options for the purchase of 36,000 shares of CORE common stock with an exercise
price equal to the fair market value (as quoted on Nasdaq) on the date of grant.
The options vest quarterly over three years (3,000 shares per quarter) based on
continuing service as a director.

      In November 2000, in connection with his appointment as a Director, CORE
granted James Boris options for the purchase of up to 36,000 shares of CORE's
common stock at the then fair market exercise price of $2.875 per share. The
options vest quarterly, subject to continued service as a Director, through July
2003. Accordingly, 3,000 options vested in 2000 for his 2000 services.

      In November 1998, CORE granted to two then newly appointed non-employee
directors options for the purchase of up to 36,000 shares of CORE's common stock
at the then fair market exercise price of $7.25 per share. The options vest
quarterly, subject to continued service as a Director, through July 2001.
Accordingly, 12,000 options vested in 2000 to each of these non-employee
directors for their 2000 services.

      In March 1998, CORE granted two non-employee director options for the
purchase of up to 36,000 shares of CORE's common stock at the then fair market
exercise price of $13.75 per share. The options have vested quarterly based on
continued service as a Director, and were fully vested as of December 31, 2000.
Accordingly, 12,000 options vested in 2000 to each of these non-employee
directors for their 2000 services.

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

      George C. Carpenter IV and Craig C. Horton each entered into an employment
agreement with CORE, effective July 15, 1999 and amended January 18, 2001. As
amended, each employment agreement is renewed automatically on an annual basis
unless written either party delivers notice of intent not to renew thirty (30)
days prior to the scheduled end of the initial or subsequent term. Mr. Carpenter
is entitled to an annual base salary of not less than $280,800 and Mr. Horton is
entitled to an annual base salary of not less than $260,000. Mr. Carpenter and
Mr. Horton are each entitled to receive compensation and fringe benefits for a
period of 12 months if their employment is terminated without cause by CORE, and
for a period of eighteen (18) months if their employment is terminated without
cause or by the executive for good reason within twelve (12) months of a change
in control of CORE (as described in the amended employment agreements).

      In connection with the acquisition of Disability RMS, James T. Fallon,
Lisa O. Hansen and Michael D. Lachance each entered into an employment agreement
with Disability RMS through September 30, 2000 (subject to extension through
September 30, 2001 at the election of the executive). Mr. Fallon, Ms. Hansen and
Mr. Lachance each entered into an amendment to their respective employment
agreements effective September 30, 2000, which extended their employment through
September 30, 2001. During the extension and thereafter, Mr. Fallon, Ms. Hansen
and Mr. Lachance can terminate their employment agreements with 30 days' advance
prior notice to Disability RMS. Mr. Fallon, Ms. Hansen and Mr. Lachance are each
entitled to an annual base salary of not less than $237,120. Mr. Fallon, Ms.
Hansen and Mr. Lachance are each entitled to receive compensation and fringe
benefits for a period of 12 months if their employment is terminated without
cause by the Company, and for a period of eighteen (18) months if their
employment is terminated without cause or by executive for good reason within
twelve (12) months of a change in control of CORE (as described in the amended
employment agreements).

      On January 18, 2001, Lisa O. Hansen, CORE and Disability RMS entered into
a mutually agreed termination of employment agreement. The termination of
employment agreement provides for the termination of Ms. Hansen's employment,
effective May 1, 2001, without cause. Pursuant to Ms. Hansen's amended
employment agreement, beginning May 1, 2001, Ms. Hansen is entitled to severance
and health care and dental benefits for 18 months (subject to the offset during
the final 6 months as described in the amended employment agreement), based on
her current annual base salary of $237,120. Ms. Hansen has agreed to provide
consulting services to CORE and Disability RMS following her scheduled
termination date.


                                       7
<PAGE>

      On March 29, 2001, CORE signed a definitive Agreement and Plan of Merger
(the "Merger Agreement") with Fortis, Inc. ("Fortis"). In connection with the
Merger Agreement, CORE has entered into amended and restated employment
agreements with George C. Carpenter IV and Craig C. Horton and CORE and
Disability RMS have entered into amended and restated employment agreements with
James T. Fallon and Michael D. Lachance. Each of these amended and restated
employment agreements will be effective upon the Effective Time of the Merger
and will supersede the employment agreements currently in place between CORE and
each of Mr. Carpenter and Mr. Horton and between Disability RMS and each of Mr.
Fallon and Mr. Lachance.

      George C. Carpenter IV. Under the terms of his amended and restated
employment agreement, Mr. Carpenter will serve as the Chief Executive Officer of
CORE for a term of ninety (90) days after the Effective Time of the Merger. Mr.
Carpenter's annual base salary will be $280,800. Mr. Carpenter is eligible to
receive a bonus at the end of the term of his amended and restated employment
agreement in an amount of up to $28,080 based upon whether (i) he made a
reasonable effort to accomplish the goals established for him, (ii) the goals
were reasonable given Mr. Carpenter's responsibilities and resources and (iii)
the goals were in fact met.

      Upon the scheduled expiration of Mr. Carpenter's amended and restated
employment agreement or if CORE terminates Mr. Carpenter's employment other than
for cause, disability or death, Mr. Carpenter will receive all amounts accrued
and unpaid to him through the termination date, including but not limited to
unpaid base salary, accrued but unpaid holiday pay, and accrued but unused
vacation time; base salary through the end of the term of the agreement;
continuation of health care coverage for eighteen (18) months from the date of
termination and continuation of base salary for eighteen (18) months from the
end of the term of the agreement (provided that such payments of base salary
will be reduced to reflect any salary, consulting fees or other compensation
received by Mr. Carpenter for services rendered after one (1) year from the
termination date); and outplacement services and continuation of company e-mail,
voice mail, cell phone and Internet access until the later of eighteen (18)
months from the end of the term of the agreement or the time Mr. Carpenter
obtains a comparable position, commences a new business or no longer requires
the services.

      Craig C. Horton. Under the terms of his amended and restated employment
agreement, Mr. Horton will serve as Executive Vice President, National Accounts,
of CORE until December 31, 2002, with automatic year-to-year renewals
thereafter. Mr. Horton's annual base salary will be $260,000. Mr. Horton is
eligible to receive an annual bonus in an amount of forty percent (40%) of his
annual base salary upon the achievement of projected targets to be determined
within ninety (90) days of the Effective Time of the Merger. However, the
potential range of Mr. Horton's bonus is from zero percent (0%) to eighty
percent (80%) of his annual base salary depending on the extent to which actual
results fall short of or exceed the projected targets.

      If CORE terminates Mr. Horton's employment other than for cause,
disability or death or elects not to renew Mr. Horton's amended and restated
employment agreement or if Mr. Horton terminates his employment for Good Reason,
as defined below, Mr. Horton will receive all amounts accrued and unpaid to him
through the termination date, including but not limited to unpaid base salary,
accrued but unpaid holiday pay, and accrued but unused vacation time; and
continuation of base salary and health care coverage for twelve (12) months from
the date of termination, provided, however, that if such termination occurs
within 12 months of the Effective Time, such benefits will be continued for
eighteen (18) months from the date of such termination (provided that such
benefits will be reduced to reflect any salary, consulting fees or other
compensation received by Mr. Horton for services rendered after one (1) year
from the termination date).

      Under Mr. Horton's amended and restated employment agreement, "Good
Reason" is defined as: (i) the assignment to Mr. Horton of any duties
inconsistent with his status as Executive Vice President, National Accounts of
CORE, an alteration in the nature or status of his title with CORE and his
responsibilities for the day to day business, operations and affairs of CORE, as
set forth in the agreement, or a diminution in Mr. Horton's authority with
respect to CORE; (ii) any material breach by CORE of any material provision of
the amended and restated employment agreement that is not cured within the
earlier of the time specified for such cure in the agreement or thirty (30) days
from the date of notice by Mr. Horton to the President or co-President alleging
that a material breach has occurred and specifying the nature of the breach and
the provision of the agreement alleged to have been breached; (iii) change of
Mr. Horton's primary place of employment to a location more than fifty (50)
miles from his current place of employment (subject to certain exceptions); (iv)
change from a direct reporting relationship to the President or co-President; or
(v) failure to cure a breach after CORE has been provided with thirty (30) day
advance written notice of the breach.


                                       8
<PAGE>

      James T. Fallon and Michael D. Lachance. Under the terms of their amended
and restated employment agreements, Mr. Fallon and Mr. Lachance will each serve
as the co-President of CORE and of Disability RMS until December 31, 2003. Each
of Mr. Fallon's and Mr. Lachance's annual base salary will be $250,000. Mr.
Fallon and Mr. Lachance are eligible to receive bonuses based upon the
achievement of certain revenue and earnings targets by CORE and Disability RMS.
Each executive is eligible for incentive bonuses of (i) $500,000 upon the
achievement of projected targets through December 31, 2003, and (ii) $250,000
upon the achievement of projected targets through December 31, 2004. However,
for each of Mr. Fallon and Mr. Lachance, depending on the extent to which actual
results fall short of or exceed projected targets, the potential range of the
incentive bonuses is from 0 to 2 times (i) the $500,000 incentive bonus for
achieving the December 31, 2003 projected targets (i.e. a potential bonus of
between $0 to $1,000,000) and (ii) the $250,000 bonus for achieving the December
31, 2004 projected targets (i.e. a potential bonus of between $0 to $500,000).
Mr. Fallon and Mr. Lachance are each also eligible to receive an annual bonus in
an amount of forty percent (40%) of his annual base salary upon the achievement
of annual projected targets. Again, for each of Mr. Fallon and Mr. Lachance,
depending on the extent to which actual results fall short of or exceed
projected targets, the potential range of the annual bonus is from 0 to 2 times
the 40% of annual base salary bonus (or a potential annual bonus of between 0%
and 80% of annual base salary).

      If Disability RMS terminates the executive's employment other than for
cause, disability or death or if the executive terminates his employment for
Good Reason, as defined below, the executive will receive all amounts accrued
and unpaid to executive through the termination date, including but not limited
to unpaid base salary, earned but unpaid bonuses (if any), accrued but unpaid
holiday pay, and accrued but unused vacation time); continuation of base salary
and health care coverage for twelve (12) months from the date of termination,
provided, however, that if such termination occurs within 12 months of the
Effective Time, such benefits will be continued for eighteen (18) months from
the date of such termination (provided that such benefits will be reduced to
reflect any salary, consulting fees or other compensation received by the
executive for services rendered after one (1) year from the termination date);
and if termination occurs prior to January 1, 2004, a `Deemed Bonus' equal to
the amount of any incentive bonus that would have been payable under the
agreement if the executive had continued his employment through December 31,
2003.

      Under each of Messrs. Fallon's and Lachance's amended and restated
employment agreements, "Good Reason" is defined as: (i) the assignment to the
executive of any duties substantially inconsistent with the executive's status
as the President or co-President of Disability RMS, a substantial alteration in
the nature or status of the executive's title with Disability RMS and his
responsibilities for the day to day business, operations and affairs of
Disability RMS, as set forth in the agreement, or a diminution in the
executive's authority with respect to Disability RMS (however, in no event will
an alteration, whether substantial or not, in the nature or status of the
executive's title with CORE and his responsibilities for the day to day
business, operations and affairs of CORE or its subsidiaries other than
Disability RMS, or a diminution in the executive's authority with respect to
CORE or its subsidiaries other than Disability RMS, give rise to Good Reason);
(ii) any material breach by Disability RMS of any material provision of the
amended and restated employment agreement; (iii) any purported termination by
Disability RMS of the executive's employment which is effected other than as
provided in the amended and restated employment agreement; (iv) the requirement
that the executive and Disability RMS' corporate headquarters be based at any
office or location other than one within the greater Portland, Maine, area; (v)
Mr. Fallon (in the case of Mr. Lachance) or Mr. Lachance (in the case of Mr.
Fallon) no longer being employed by Disability RMS as co-President except as a
result of (x) the Disability RMS' termination of such executive for Cause or (y)
such executive's voluntary termination without Good Reason or (vi) any
substantial part of the business or assets of Disability RMS is no longer owned
directly, or through a wholly owned subsidiary, by Fortis.

Compensation Committee Interlocks and Insider Participation

      In 2000, the Compensation Committee of the Board of Directors consisted of
Leslie Alexandre and David Tourangeau. None of our executive officers serves as
a member of the Board of Directors or compensation committee of any entity that
has one or more of its executive officers serving as a member of our Board of
Directors or Compensation Committee.


                                       9
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth information as of April 13, 2001, regarding
the beneficial ownership of CORE's Common Stock by (i) each person who is known
by CORE to own beneficially more than five percent (5%) of CORE's Common Stock;
(ii) each director of CORE; (iii) each Named Executive Officer of CORE
identified in the Summary Compensation Table set forth herein; and (iv) all
directors and executive officers of CORE as a group. Unless otherwise indicated,
the address of the persons listed below is in care of CORE, INC., 18881 Von
Karman Avenue, Irvine, California 92612.

                                                Number of Shares         Percent
  Name                                          Beneficially Owned (1)    Owned
--------------------------------------------------------------------------------

Fortis, Inc.
One Chase Manhattan Plaza
New York, NY 10005                              2,183,986 (2)             22.0%

Credit Suisse Asset Management, LLC
153 East 53rd Street
New York, New York  10022                       1,314,500 (3)             14.5%

The Townsend Group Investments
22601 Pacific Coast Hwy, Suite 200
Malibu, California 90265                          502,711 (4)              5.5%

George C. Carpenter IV                            438,556 (5)              4.8%

Craig C. Horton                                   296,218 (6)              3.2%

James T. Fallon                                   262,517 (7)              2.9%

Lisa O. Hansen                                    262,517 (8)              2.9%

Michael D. Lachance                               262,517 (9)              2.9%

Stephen C. Caulfield                              145,276 (10)             1.6%

Leslie Alexandre                                  109,375 (11)             1.2%

David M. Tourangeau                                37,000 (12)              *

James R. Boris                                     36,000 (13)              *

Richard J. Towle                                   36,000 (14)              *

All directors and executive officers as
  a group (13 individuals)                      1,958,518 (15)            20.7%


*     Less than one percent.
(1)   Except as otherwise indicated, represents sole voting and investment
      power.
(2)   In connection with, and as a condition to, Fortis and CORE entering into
      the Merger Agreement, dated March 29, 2001, all directors and certain
      officers of CORE (the "Stockholders"), who own an aggregate of 1,354,600
      shares (and, as of April 13, 2001, vested and unvested options to acquire
      829,386 shares), have entered into a Voting Agreement with Fortis dated
      March 29, 2001 (at which time the vested and unvested options included an
      additional 140,000 options which expired without exercise on March 29,
      2001). Pursuant to the Voting Agreement, the Stockholders have agreed to
      vote their shares in favor of adoption of the merger with Fortis and not
      to dispose of such shares, subject to certain exceptions. Fortis, Inc. has
      no pecuniary interest in the 2,183,986 shares and disclaims beneficial
      ownership of such shares. Jerome A. Atkinson, Drew Desky and Katherine
      Greenzang, employees and officers of Fortis, are holders of proxies under
      the Voting Agreement, have no pecuniary interest in the 2,183,986 shares
      and disclaim beneficial ownership of such shares. A copy of the Voting
      Agreement was filed as an exhibit to the Schedule 13D filed by Fortis,
      Inc., the Stockholders and the proxy holders on April 9, 2001.
(3)   Based on Schedule 13G/A, dated February 9, 2001.
(4)   Based on Schedule 13G, dated February 7, 2001. Includes 429,711 shares
      with shared voting and dispositive power.
(5)   Includes 318,556 shares held jointly by Mr. Carpenter and his wife and
      120,000 shares issuable to Mr. Carpenter pursuant to options (47,000 of
      which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.


                                       10
<PAGE>

(6)   Includes 1,000 shares held by Mr. Horton as custodian for Mr. Horton's son
      and 120,000 shares issuable to Mr. Horton pursuant to options (47,000 of
      which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.
(7)   Includes 31,667 shares issuable to Mr. Fallon pursuant to options (19,001
      of which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.
(8)   Includes 31,667 shares issuable to Ms. Hansen pursuant to options (19,001
      of which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.
(9)   Includes 31,667 shares issuable to Mr. Lachance pursuant to options
      (19,001 of which remain subject to future vesting). These shares and
      options are included in the number of shares beneficially owned by Fortis,
      Inc., described in note (2) above.
(10)  Includes 12,000 shares owned by Mr. Caulfield's wife and 97,000 shares
      issuable to Mr. Caulfield pursuant to options (33,000 of which remain
      subject to future vesting). These shares and options are included in the
      number of shares beneficially owned by Fortis, Inc., described in note (2)
      above.
(11)  Includes 94,375 shares issuable to Dr. Alexandre pursuant to options
      (33,000 of which remain subject to future vesting). These shares and
      options are included in the number of shares beneficially owned by Fortis,
      Inc., described in note (2) above.
(12)  Includes 36,000 shares issuable to Mr. Tourangeau pursuant to options
      (6,000 of which remain subject to future vesting). These shares and
      options are included in the number of shares beneficially owned by Fortis,
      Inc., described in note (2) above.
(13)  Includes 36,000 shares issuable to Mr. Boris pursuant to options (30,000
      of which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.
(14)  Includes 36,000 shares issuable to Mr. Towle pursuant to options (6,000 of
      which remain subject to future vesting). These shares and options are
      included in the number of shares beneficially owned by Fortis, Inc.,
      described in note (2) above.
(15)  Includes 706,818 shares issuable pursuant to options (292,803 of which
      remain subject to future vesting).

Item 13. Certain Relationships and Related Transactions.

      On September 1, 1998, CORE acquired all the shares of stock of Disability
Reinsurance Management Services, Inc. ("Disability RMS"), pursuant to a Capital
Stock Purchase Agreement dated as of August 31, 1998 (the "Stock Purchase
Agreement"). Pursuant to the Stock Purchase Agreement, all the shares of
Disability RMS stock were acquired in exchange for CORE's cash payment of $20
million, the issuance of 480,000 shares of CORE common stock and the future
issuance of up to an additional 375,000 shares of CORE common stock, based upon
the future performance of Disability RMS. Effective April 1, 2000, CORE and
Disability RMS entered into an Agreement and Amendment to the Stock Purchase
Agreement (the "Agreement and Amendment") with James T. Fallon, Lisa O. Hansen,
Michael D. Lachance and other former stockholders of Disability RMS whereby CORE
agreed to make full payment of the additional consideration of 375,000 shares of
CORE common stock. Pursuant to this Agreement and Amendment, effective April 1,
2000 Mr. Fallon, Ms. Hansen and Mr. Lachance each received 101,250 shares of
CORE common stock, representing each of their 27% interests as former
stockholders of Disability RMS.


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