<PAGE>

                                       
                      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 2.
                                       
     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, 1997 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.

<TABLE>
<S>                                <C>
Date:  April 29, 1998              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 29, 1998              By:  /s/ William E. Nixon     
                                        William E. Nixon
                                        Executive Vice President, Chief
                                        Financial Officer, Treasurer and 
                                        Clerk (Principal Financial Officer)
</TABLE>
<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 the Company.
 

<TABLE>
<CAPTION>

Name                                Age  Position
----                                ---  --------
<S>                                 <C>  <C>
George C. Carpenter IV              39   Chairman of the Board of Directors and Chief 
                                              Executive Officer
Craig C. Horton                     43   Director, President and Chief Operating Officer
William E. Nixon                    37   Executive Vice President, Chief Financial    
                                         Officer,  Treasurer and Clerk
Nancy S. Moore                      48   Senior Vice President, Operations
Michael E. Darkoch                  54   Senior Vice President, Client Development
R. Gary Dolenga                     53   President, SSDC Corp.
Ophelia Galindo                     40   Corporate Vice President, Product Management and
                                              Technical Development
Leslie Alexandre, Dr.P.H. (1)       40   Director
Stephen C. Caulfield (1)            57   Director
Richard H. Egdahl, M.D., Ph.D. (2)  71   Director
John Pappajohn (1)(2)               69   Director

</TABLE>
 

(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 and Mr. Caulfield) expires in 1998; the 
term of the Class II Directors (presently Dr. Egdahl and Mr. Pappajohn) 
expires in 1999; and the term of the Class III Directors (presently Mr. 
Carpenter and Mr. Horton) expires in the year 2000.  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 the Company 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 June 
1997 Annual Stockholders Meeting, and was elected the Chairman of the Board 
of Directors and Chief Executive Officer of the Company effective with the 
Company's March 24, 1995 merger involving Core Management, Inc. (the "CMI/PRA 
Merger").  Mr. Carpenter served as the Chief Executive Officer and a Director 
of Core Management, Inc., a Delaware corporation  ("CMI") and now 
wholly-owned subsidiary of the Company, since its formation in 1990.  In 
addition, Mr. Carpenter served as the Chairman, Chief Executive Officer, 
Secretary and a Director of Core Management, Inc., a California corporation 
and wholly-owned subsidiary of CMI ("CMI-California"), from its formation in 
1990.  As a result of the reorganization of CMI-California and Integrated 
Behavioral Health ("IBH"), a California corporation and wholly-owned 
subsidiary of CMI in March 1993, Mr. Carpenter was appointed as a Director of 
IBH.  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 June 1997 
Annual Stockholders Meeting and was elected the President and Chief Operating 
Officer of the Company on March 30, 1995.  Mr. Horton served as the President 
and a Director of CMI and CMI-California from their respective formations in 
1990, and also served as the acting Chief Financial Officer of CMI from 1994 
to 1995.  In December 1994, Mr. Horton was named as a Director and Chief 
Executive Officer of IBH.  From 1988 to 1990, Mr. Horton was Vice President, 
Operations of The Health Data Institute, Inc., a subsidiary of Baxter 
International, Inc.

     William E. Nixon is the Executive Vice President, Chief Financial 
Officer, Treasurer and Clerk of the Company.  Mr. Nixon joined the Company in 
December 1988 as Controller.  In June 1989, Mr. Nixon became Assistant 
Treasurer; in September 1990, he was elected Vice President, Finance and 
Administration; in September 1991, he assumed his position as Treasurer.  In 
December 1993, Mr. Nixon was elected Chief Financial Officer of the Company.  
In December 1994, Mr. Nixon was elected Executive Vice President and in March 
1995, he was elected Clerk.  Prior to his employment with the Company, from 
1985 to 1988, Mr. Nixon served as a Senior Accountant at Gray, Gray and Gray, 
a public accounting firm.

                                       2
<PAGE>

     Nancy S. Moore was elected Senior Vice President, Operations in 
September 1997.  Previously, Ms. Moore had served as Vice President, Eastern 
Operations of the Company since the March 24, 1995 CMI/PRA merger.  Ms. Moore 
joined the Company in July 1990 as Manager, Case Management.  In November 
1992 she became Director, Operations and was promoted to Vice President, 
Operations in May 1994. Prior to her employment with the Company, Ms. Moore 
served as Administrator, Behavioral Health Utilization Review Department of 
Blue Cross and Blue Shield of Massachusetts and Director of Nursing Services 
of Charles River Hospital, Community Care Systems, Inc.

     Michael E. Darkoch joined the Company in September 1997 and was elected 
Senior Vice President, Client Development in December 1997.  Mr. Darkoch came 
to CORE from Caremark International, where from 1974 to 1997 he held several 
senior management positions, including Vice President of Corporate Account 
Management and Vice President of Business Development.  His background 
includes account management process design and sales development.  Mr. 
Darkoch has over 23 years of experience in the health care industry.  

     R. Gary Dolenga joined the Company in June 1997 upon CORE's acquisition 
of certain assets of Social Security Disability Consultants and Disability 
Services, Inc. (collectively, "SSDC").  Mr. Dolenga formed SSDC in 1979.  For 
the 18 years prior to the acquisition of SSDC by CORE, Mr. Dolenga served as 
the Managing Director and President of SSDC where he was responsible for the 
administration, professional service and sales of the social security 
disability benefits advocacy and Medicare coordination of benefit components 
of SSDC.

     Ophelia Galindo was elected the Corporate Vice President, Product 
Management and Technical Development of the Company on March 30, 1995. 
Formerly, Ms. Galindo was employed by CMI, beginning in February 1986 as a 
senior consultant; in June 1994 Ms. Galindo was promoted by CMI to be its 
Vice President, Disability Analysis.

     Leslie Alexandre, Dr. P.H. was appointed a Class I Director in March 
1995, effective with the CMI/PRA Merger, and was elected a Class I Director 
by the Company's stockholders in July 1995.  Formerly, Dr. Alexandre served 
as a Director of CMI from 1993 to 1995.  Since February 1995, Dr. Alexandre 
has been the Vice President, Corporate Affairs for OncorMed, Inc., a provider 
of genetic testing and information services for the early detection and 
management of cancer.  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.

     Stephen C. Caulfield was appointed a Class I Director by the Board 
effective December 1994, and was elected a Class I Director by the Company's 
stockholders in July 1995.  Since February 1997, Mr. Caulfield has been the 
Chairman of The Chickering Group, a student health insurance company.  Prior 
to this position, Mr. Caulfield was a Managing Director 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).

     Richard H. Egdahl, M.D., Ph.D. has been a Director since 1985, and was 
re-elected a Class II Director by the Company's stockholders in 1996.  Dr. 
Egdahl is the Alexander Graham Bell Professor of Health Care Entrepreneurship 
at Boston University.  He was Director of the Boston University Medical 
Center and academic vice president for health affairs at Boston University 
from 1973 to July 1996.  A surgeon by training, Dr. Egdahl is professor of 
surgery at Boston University School of Medicine (chairman 1964-73), in 
addition to professor of public health in the Boston University School of 
Public Health and professor of management in the Boston University School of 
Management.  He is a University Professor at Boston University and 
established the Boston University Health Policy Institute in 1975 and is its 
Director.  Dr. Egdahl is a Trustee of the Pioneer Group of Mutual Funds, a 
Trustee of Boston Medical Center and a member of the Institute of Medicine of 
the National Academy of Sciences.

     John Pappajohn was appointed a Class II Director in March 1995 effective 
with the CMI/PRA Merger and was re-elected a Class II Director by the 
Company's stockholders in 1996.  Formerly, Mr. Pappajohn was a Director of 
CMI from its formation in 1990 to 1995; Mr. Pappajohn served on the Board of 
Directors of Integrated Behavioral Health, a California corporation ("IBH"), 
from 1991 to the time of its acquisition by CMI in 1993.  Since 1969, Mr. 
Pappajohn has been the sole 

                                       3
<PAGE>

owner of Pappajohn Capital Resources, a venture capital fund, and President 
of Equity Dynamics, Inc., a financial consulting firm in Des Moines, Iowa.  
Mr. Pappajohn serves as a Director of the following public companies: 
American Physician Partners, Inc., The Care Group, Inc., DSSI Corporation, 
HealthDesk Corporation, OncorMed, Inc., PACE Health Management Systems, Inc. 
and Patient InfoSystems, Inc.

Section 16(a) Beneficial Ownership Reporting Compliance

     As required by the Securities and Exchange Commission rules under 
Section 16 of the Securities and Exchange Act of 1934, the Company notes that 
in 1998 two executive officers filed untimely reports on Forms 3 and 4.  
Michael Darkoch filed a Form 3 untimely (related to his election as an 
Officer) and a Form 4 untimely (related to his acquisition of stock).  
Ophelia Galindo filed a Form 4 untimely (related to the issuance of stock 
options to her by the Company).  

                                       4
<PAGE>

Item 11. Executive Compensation.

Summary Compensation Table

     The following table sets forth information for 1997, 1996 and 1995 
concerning the compensation paid or accrued by the Company 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                1997       179,146                                   50,000
   Chairman of the Board Directors    1996       166,645     10,000                        50,000
   and Chief Executive Officer        1995(1)    146,249                                   95,000

Craig C. Horton                       1997       169,127                                   50,000
   Director, President and Chief      1996       158,196     10,000                        50,000
   Operating Officer                  1995(1)    136,342                                   95,000

William E. Nixon                      1997       143,127                                   25,000
   Executive Vice President,          1996       143,233                   71,796(2)       24,000
   Chief Financial Officer,           1995       127,000                                   56,750
   and Treasurer

Nancy S. Moore                        1997       110,468                                   29,500
   Senior Vice President,             1996        98,987                                   12,000
   Operations                         1995        84,461                                   12,000

R. Gary Dolenga (3)                   1997        73,018                                  160,000
  President, SSDC Corp.

Fredric L. Sattler (4)                1997       148,946
 Vice President, Partnership          1996       146,100                                       
 Development                          1995                                                 75,000         45,000(5)

</TABLE>

(1)  Prior to the March 1995 merger involving the Company and Core Management,
     Inc. (the CMI/PRA Merger"), Mr. Carpenter and Mr. Horton were officers and
     employees of Core Management, Inc.  The compensation amounts for Mr.
     Carpenter and Mr. Horton in this table for periods prior to the CMI/PRA
     Merger were paid by Core Management, Inc.
(2)  Represents relocation expenses incurred as well as additional amounts paid
     to Mr. Nixon to reimburse him for income taxes payable by him with respect
     to such relocation costs.
(3)  Mr. Dolenga, the founder of SSDC, joined the Company in June 1997 upon
     CORE's acquisition of certain assets of SSDC.  See Item 13, "Certain
     Relationships and Related Transactions."
(4)  Mr. Sattler joined the Company as an executive officer in January 1996
     pursuant to employment arrangements agreed to in December 1995.  In
     September 1997, Mr. Sattler resigned from his position as Executive Vice
     President and is currently serving the Company as Vice President,
     Partnership Development.
(5)  Represents a one-time bonus agreed to by the Company in December 1995 in
     conjunction with the hiring of Mr. Sattler.

                                       5
<PAGE>

     The following two stock option tables summarize option grants and exercises
during 1997 for the Named Executive Officers, and the values of options granted
during 1997 and held by such persons at December 31, 1997.

Option Grants in 1997


<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            50,000                  6.29%           $10.125    9/22/2002       139,868         309,071
 Craig C. Horton                   50,000                  6.29%           $10.125    9/22/2002       139,868         309,071
 William E. Nixon                  25,000                  3.14%           $10.125    9/22/2002        69,934         154,535

 Nancy S. Moore                    19,500                  2.45%           $ 8.625    6/24/2002        46,467         102,680
                                   10,000                  1.26%           $ 9.250    9/10/2002        25,556          56,472
 R. Gary Dolenga                  160,000                  3.14%           $ 8.250    6/14/2002       364,692         805,873

</TABLE>

(1)  The Company granted a total of 795,126 options to its employees and
     consultants in 1997.
(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 the Company'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 1997 and Year-End Option Values

     The following table presents information regarding options exercised in 
1997 and the value of options outstanding at December 31, 1997 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              87,000/108,000             $617,875/$557,750
 Craig C. Horton                  0               N/A              87,000/108,000             $617,875/$557,750
 William E. Nixon               4,000           $24,500            53,700/48,050              $399,199/$229,616
 Nancy S. Moore                   0               N/A              21,900/36,600              $140,928/$158,592
 R. Gary Dolenga                  0               N/A              0/160,000                  $0/$560,000
 Fredric L. Sattler               0               N/A              45,000/30,000              $247,500/$165,000

</TABLE>
(1)  Based upon the closing price of $11.75 per share for the Company's Common
     Stock as quoted by the Nasdaq National Market on December 31, 1997.


                                       6
<PAGE>

 
Compensation of Non-Employee Directors
     
     Pursuant to a formula adopted in 1995, each non-employee director was 
granted options in 1995 for the purchase of 3,000 shares of the Company's 
common stock for each calendar quarter of service as a Director through 1997. 
Accordingly, 12,000 options vested in 1997 to each of the non-employee 
directors for their 1997 services.  
     
     In following the above mentioned formula, in March 1998, the Company 
granted each non-employee director options for the purchase of up to 36,000 
shares of the Company's common stock at the then fair market exercise price 
of $13.75 per share.  The options vest quarterly, subject to continued 
service as a Director, through the year 2000.

Employment Contracts and Termination of Employment and Change in Control
Arrangements

     The Company entered into an employment agreement with William E. Nixon, 
the Company's Executive Vice President and Chief Financial Officer, effective 
as of November 19, 1993, which has an initial one year term and is 
automatically renewed on an annual basis unless written notice of non-renewal 
is delivered prior to the scheduled date.  Pursuant to the agreement, Mr. 
Nixon is entitled to receive compensation and fringe benefits for a period of 
six months if his employment is terminated without cause by the Company, and 
for a period of nine months if his employment is terminated by the Company 
within one year of any change of control of the Company.

     The Company entered into an employment agreement with R. Gary Dolenga, 
the President of its subsidiary, SSDC Corp., effective as of June 25, 1997.  
The employment agreement has a two-year term and is subject to earlier 
termination as set forth in the agreement.  See Item 13, "Certain 
Relationships and Related Transactions."

Compensation Committee Interlocks and Insider Participation

     Leslie Alexandre, Stephen C. Caulfield and John Pappajohn were members 
of the Board of Directors' Compensation Committee in fiscal 1997.  

                                       7
<PAGE>
                
Item 12. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth information as of March 31, 1998, 
regarding the beneficial ownership of the Company's Common Stock by (i) each 
person who is known by the Company to own beneficially more than five percent 
(5%) of the Company's Common Stock; (ii) each director of the Company; (iii) 
each executive officer of the Company identified in the Summary Compensation 
Table set forth herein; and (iv) all directors and executive officers of the 
Company 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.
 

<TABLE>
<CAPTION>

                                                                            Number of Shares       Percent    
Name                                                                     Beneficially Owned (1)     Owned
-----                                                                   ------------------------  ---------
<S>                                                                     <C>                       <C>
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York  10017                                                     754,200 (2)         10.30%

John Pappajohn                                                                507,969 (3)          6.74%
Craig C. Horton                                                               483,264 (4)          6.43%
George C. Carpenter                                                           451,595 (5)          6.01%
Richard H. Egdahl, M.D.                                                       185,426 (6)          2.51%
R. Gary Dolenga                                                               167,000 (7)          2.23%
Stephen C. Caulfield                                                          137,276 (8)          1.85%
William E. Nixon                                                              101,941 (9)          1.37%
Fredric L. Sattler                                                             77,000 (10)         1.04%
Leslie Alexandre                                                               74,575 (11)         1.01%
Nancy S. Moore                                                                 59,100 (12)           *

All directors and executive officers as a group (12 individuals)            2,344,536 (13)        27.10%
</TABLE>


*    Less than one percent.
(1)  Except as otherwise indicated, represents sole voting and investment power.
(2)  Based on Schedule 13G, dated January 9, 1997.  Includes 31,400 shares with
     shared voting power.
(3)  Includes 70,200 shares owned by Mr. Pappajohn's wife, 40,200 shares owned 
     by an entity owned by Mr. Pappajohn's wife (Mr. Pappajohn disclaims 
     beneficial ownership of such 110,400 shares); also 214,575 shares issuable 
     to Mr. Pappajohn pursuant to options (33,000 of which remain subject to 
     future vesting).
(4)  Includes 1,000 shares held by Mr. Horton as custodian for Mr. Horton's son
     and 195,000 shares issuable to Mr. Horton pursuant to options (98,000 of
     which remain subject to future vesting).
(5)  Includes 256,595 shares held jointly by Mr. Carpenter and his wife and
     195,000 shares issuable to Mr. Carpenter pursuant to options (98,000 of 
     which remain subject to future vesting).
(6)  Includes 78,275 shares issuable to Dr. Egdahl pursuant to options (33,000 
     of which remain subject to future vesting).
(7)  Includes 7,000 shares held in trust for which Mr. Dolenga is a Trustee and
     his family members are beneficiaries and 160,000 shares issuable to Mr.
     Dolenga pursuant to options (all of which remain subject to future 
     vesting).
(8)  Includes 15,000 shares owned by Mr. Caulfield's wife and 87,875 shares
     issuable to Mr. Caulfield pursuant to options (33,000 of which remain 
     subject to future vesting).
(9)  Includes 1,191 shares held jointly by Mr. Nixon and his wife and 100,750
     shares issuable to Mr. Nixon pursuant to options (43,250 of which remain
     subject to future vesting).
(10) Includes 75,000 shares issuable to Mr. Sattler pursuant to options 
     (45,000 of which remain subject to future vesting).
(11  Includes 74,575 shares issuable to Dr. Alexandre pursuant to options 
     (33,000 of which remain subject to future vesting).
(12) Includes 58,500 shares issuable to Ms. Moore pursuant to options (34,200 
     of which remain subject to future vesting).
(13) Includes 1,333,050 shares issuable pursuant to options (660,650 of which
     remain subject to future vesting).

                                       8
<PAGE>

Item 13.  Certain Relationships and Related Transactions.

     On June 25, 1997, SSDC Corp., a wholly-owned subsidiary of CORE, 
acquired certain assets of Social Security Disability Consultants Limited 
Partnership ("SSDC") and Disability Services, Inc. ("DSI"), based in Novi, 
Michigan, pursuant to an asset purchase agreement dated June 14, 1997 (the 
"Purchase Agreement").  R. Gary Dolenga and his wife, Phylis M. Dolenga, were 
the founders and owners of SSDC and DSI.  Pursuant to the Purchase Agreement, 
certain of the assets of SSDC/DSI were acquired in exchange for the payment 
of an initial purchase price of $5 million, additional purchase price of $1.5 
million, payable quarterly through June 24, 1998, and up to an additional 
$920,000 in future, performance-related payments. Prior to the consummation 
of this transaction, there was no material relationship between SSDC, DSI, or 
their stockholders and officers, R. Gary Dolenga and Phylis M. Dolenga, and 
CORE or any of CORE's affiliates, its directors or officers, or any associate 
of any such director or officer.

     In connection with CORE's acquisition of SSDC, CORE also entered into an 
Employment Agreement dated June 25, 1997 pursuant to which Mr. Dolenga would 
serve as President of SSDC Corp. through June 25, 1999 (unless earlier 
terminated) with a base annual salary of $150,000, and an Option Agreement 
dated June 14, 1997 with R. Gary Dolenga for the purchase of up to 160,000 
shares of CORE common stock. These options vest annually over a two-year 
period on the anniversary of the grant date.  These options have a five-year 
term and an exercise price of $8.625 per share (the fair market value of the 
Company's common stock as quoted on the Nasdaq National Market on the date of 
grant). 

     In 1996, at the request of the Company, Mr. Nixon, Executive Vice 
President, Chief Financial Officer and Treasurer relocated his principal 
residence to California.  In connection with this requested relocation, the 
Company loaned Mr. Nixon approximately $80,000 for the purpose of enabling 
him to relocate and purchase a home.  As of March 31, 1998, the loan balance 
is approximately $77,000. The loan bears interest at the lowest rate required 
to avoid the imputation of interest.  

                                       9