<PAGE>   1

                                                                 EXHIBIT 10.10





                             INFOMED HOLDINGS, INC.
                              PROFIT SHARING PLAN





                                                               Amended Effective
                                                               November 1, 1996
<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>              <C>                                                                                                    <C>
Section 1.       DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.1     "Account"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.2     "Affiliate"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         1.3     "Annual Compensation"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         1.4     "Beneficiary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.5     "Break in Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.6     "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.7     "Company Stock"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.8     "Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.9     "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.10    "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.11    "ERISA"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.12    "Escrowed Funds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.13    "ESOP" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.14    "Fair Market Value"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.15    "Fiduciary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         1.16    "Hour of Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         1.17    "Investment Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.18    "Investment Manager" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.19    "Member" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.20    "Named Fiduciary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.21    "Normal Retirement Age"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.22    "Plan Administrator" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.23    "Plan Year"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.24    "Publicly Traded"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.25    "Put and First Refusal Rights" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.26    "Qualified Annuity Payment"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.27    "Retirement Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         1.28    "Trust"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         1.29    "Trustee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         1.30    "Valuation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         1.31    "Vesting Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

Section 2.       ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         2.1     Former Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         2.2     Former Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         2.3     New Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         2.4     Limitation of Rights of Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         2.5     Frozen Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
</TABLE>




                                      -i-
<PAGE>   3


<TABLE>
<S>                                                                                                                    <C>
Section 3.       CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.1     Employer Discretionary Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.2     Member Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

Section 4.       ALLOCATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         4.1     Allocations of Employer Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         4.2     Allocations of Income or Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Section 5.       DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.1     Death Before Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.2     Death After Termination of Employment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.3     Death of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.4     Terms of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

Section 6.       PAYMENT OF BENEFITS ON RETIREMENT OR DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         6.1     General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         6.2     Distribution Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         6.3     Fractional Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.4     Qualified Annuity Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         6.5     Death Before Annuity Payments Commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.6     Consent to Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.7     Minimum Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         6.8     Direct Rollover  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

Section 7.       PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         7.1     Transfer Not Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         7.2     Termination Prior to Death or Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         7.3     Vested Portion of Member Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         7.4     Distribution Rules and Consent to Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.5     Forfeiture and Restoration of Nonvested Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.6     Rights Upon Change in Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

Section 8.       CONDITIONS OF DISTRIBUTION OF COMPANY STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         8.1     Stock Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         8.2     Member Compliance With Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         8.3     Put and First Refusal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

Section 9.       ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         9.1     Trust Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         9.2     Operation of the Plan Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         9.3     Fiduciary Responsibilities and Allocation of Duties. . . . . . . . . . . . . . . . . . . . . . . . .  20
         9.4     Duties of the Plan Administrator.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         9.5     Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         9.6     Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         9.7     Action by the Company or an Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>




                                      -ii-
<PAGE>   4

<TABLE>
<S>              <C>                                                                                                   <C>
         9.8     Voting and Decisions Regarding Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

Section 10.      CLAIM REVIEW PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

Section 11.      LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS . . . .  24
         11.1    Anti-Alienation Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.2    Payments to Legal Guardians  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         11.3    Lost Members and Beneficiaries 25

Section 12.      AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST  . . . . . . . . . . . . . . . . . . . . . . .  25
         12.1    Amendment and Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         12.2    Termination of Adoption by an Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         12.3    Effect of Plan Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         12.4    Qualification Determination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         12.5    Plan Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

Section 13.      ADOPTION OF THE PLAN BY AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

Section 14.      QUALIFICATION AND RETURN OF CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         14.1    Contributions Conditioned on Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         14.2    Mistake of Fact and Nondeductibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         14.3    Amount to be Returned  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

Section 15.      GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

Section 16.      INSURANCE CONTRACTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         16.1    Right to Hold Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         16.2    Incidental Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         16.3    Policy Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

Section 17.      INCORPORATION OF SPECIAL LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

APPENDIX A              LIMITATION ON ALLOCATIONS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

APPENDIX B              TOP-HEAVY PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
</TABLE>



                                     -iii-
<PAGE>   5

                             INFOMED HOLDINGS, INC.
                              PROFIT SHARING PLAN

         THIS INDENTURE made on the _____ day of October ___, 1996, by CENTRAL
HEALTH HOLDING COMPANY, INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company") and InfoMed
Holdings, Inc., a corporation organized and existing under the laws of the
State of Delaware;

                                 INTRODUCTION:

         Effective September 29, 1988, the Company sponsored an employee stock
ownership plan, within the meaning of section 4975(e)(7) of the Internal
Revenue Code of 1986 (the "Code"), that is known as the Central Health Holding
Company, Inc. Employee Stock Ownership Plan (the "Plan"), and has received a
letter of determination from the Internal Revenue Service that the Plan is
qualified under section 401(a) of the Code.  The Company amended and restated
the Plan, generally effective January 1, 1989, under a plan document dated
February 26, 1993 and subsequently amended the Plan by amendments dated July
25, 1994, October 18, 1994 and December 23, 1995, and the Plan was again
amended and restated on January 17, 1996.

         As of November __, 1996, (the "Acquisition Date"), substantially all
of the stock of the Company is to be acquired by HCA, Inc. (the "Acquisition").
In connection with the Acquisition, the Company now desires to amend and
restate the Plan as a profit sharing plan within the meaning of Treasury
Regulations Section 1.401-1(b)(1)(ii) and to provide that the Company and its
subsidiaries will no longer be a sponsor of the Plan and to provide that
InfoMed Holdings, Inc. and its electing affiliates will be sponsors of the
Plan.

         NOW, THEREFORE, the Company and InfoMed Holdings,Inc. hereby amend and
restate the Plan, generally effective and conditioned upon the closing of the
Acquisition on November __, 1996 (the "Effective Time"), except as otherwise
noted, to read as follows:

                                   SECTION 1.
                                  DEFINITIONS

         1.1     "Account" means the accounts maintained to reflect a Member's
interest in the Plan.  The Plan Administrator shall maintain separate accounts,
subaccounts and suspense accounts for each Member (each of which shall be
adjusted pursuant to the Plan to reflect income, gains, losses and other
credits or charges attributable thereto), two of which shall be designated as
follows:

                 (a)      Central Health Account. A Member's interest in the
account consisting as of the Effective Time of (i) the proceeds received from
HCA, Inc. in consideration for the Company Stock held in such Member's account
under the ESOP under the terms of the Plan immediately before the Acquisition
Date, other than the Escrowed Funds, (ii) the portion of the Escrowed Funds,
plus earnings, released from escrow to the Plan that are attributable to the
proceeds received from HCA, Inc. in consideration for the Company Stock held in
such Member's account under the ESOP under the terms of the Plan immediately
before the Acquisition Date, and (iii) any other assets held in a Member's
account under the ESOP under the terms of the Plan immediately before the
Acquisition Date.



<PAGE>   6


                 (b)      InfoMed Account.  A Member's interest in the account
consisting, as of the Effective Time, of the Company Stock held in the Profit
Sharing Stock Account under the terms of the Plan immediately before the
Acquisition Date plus a Member's interest in the account consisting, as of the
Effective Time, of the portion of the assets held by his "Profit Sharing Other
Investment Account" under the terms of the Plan immediately before the
Effective Time.

         1.2     "Affiliate" means (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of section 414(b) of
the Code) as is an Employer, (ii) any other trade or business (whether or not
incorporated) under common control (within the meaning of section 414(c) of the
Code) with an Employer, (iii) any other corporation, partnership or other
organization which is a member of an affiliated service group (within the
meaning of section 414(m) of the Code) with an Employer, and (iv) any other
entity required to be aggregated with an Employer pursuant section 414(o) of
the Code.

         1.3     "Annual Compensation" means the amount paid to an Employee by
an Employer (and Affiliates during a Plan Year as wages within the meaning of
section 3401(a) of the Code for which an Employer is required to furnish its
Employees a written statement under sections 6041(d), 6051(a)(3) and 6052 of
the Code (currently reported on Form W-2 in the box entitled "wages, tips,
other compensation"). Annual Compensation shall be determined without regard to
any rules that limit the remuneration included in wages based on the nature or
location of the employment or the services performed. Annual Compensation shall
not exceed $150,000, as adjusted by the Secretary of the Treasury for the cost
of living.  The cost of living adjustment in effect for a calendar year applies
to any period beginning in such calendar year which does not exceed 12 months
and over which the Plan Administrator determines Annual Compensation.  If a
period over which the Plan Administrator determines Annual Compensation is
shorter than 12 months, the Annual Compensation limit, as adjusted, will be
multiplied by a fraction the numerator of which is the number of months in the
determination period, and the denominator of which is 12. Notwithstanding the
above, Annual Compensation shall be determined as follows:

                 (a)      in determining contributions under Section 3 and
allocations under Section 4 with respect to each Employer, Annual Compensation
shall only include amounts received from that Employer for the portion of the
Plan Year during which the Employee was a Member;

                 (b)      for purposes of applying the $150,000 limits, as
adjusted, with respect to Sections 3 and 4, the rules contained in Subsection
(b) of definition of the term "Highly Compensated Employee" in Appendix A shall
apply, except that in applying such rules, the term "family" shall include only
the spouse of the Member and any lineal descendants of the Member who have not
attained age 19 before the close of the Plan Year; and

                 (c)      for all purposes under the Plan except Appendix A,
Annual Compensation shall include any amount contributed by an Employer on
behalf of an Employee pursuant to a salary reduction agreement which is not
includable in the gross income of the Employee under sections 125, 402(e)(3) or
402(h) of the Code.



                                      -2-
<PAGE>   7


         1.4     "Beneficiary" means the person or trust that a Member
designated most recently in writing to the Plan Administrator. If the Member
has failed to make a designation, no person designated is alive or if no trust
has been established, and no successor Beneficiary has been designated who is
alive or in existence, the term "Beneficiary" means (i) the Member's spouse, or
(ii) if no spouse is alive, the Member's surviving children, or (iii) if no
children are alive, the Member's grandchildren, or (iv) if no grandchildren are
alive, the Member's parent or parents, or (v) if no parent is alive, the legal
representative of the deceased Member's estate; provided, however, that the
spouse of a married Member shall be his Beneficiary unless that spouse has
consented in writing to the designation by the Member of some other person or
trust and the spouse's consent acknowledges the effect of the designation and
is witnessed by a notary public.  A Member may change his designation at any
time.  However, a Member may not change his designation without further consent
of his spouse under the terms of the preceding sentence unless the spouse's
consent permits designation of another person or trust without further spousal
consent and acknowledges that the spouse has the right to limit consent to a
specific beneficiary and that the spouse voluntarily relinquishes this right.
The spouse's consent shall not be required if the Member establishes to the
satisfaction of the Plan Administrator that the spouse cannot be located, if
the Member has a court order indicating that he is legally separated or has
been abandoned (within the meaning of local law) unless a "qualified domestic
relations order" (as defined in section 414(p) of the Code) provides otherwise,
or under circumstances as the Secretary of the Treasury prescribes. If the
spouse is legally incompetent to give consent, consent by the spouse's legal
guardian shall be deemed to be consent by the spouse.

         1.5     "Break in Service" means the failure of an Employee, in
connection with a termination of employment other than by reason of death or
attainment of a Retirement Date, to complete more than 500 Hours of Service in
any Plan Year.

         1.6     "Code" means the Internal Revenue Code of 1986, as amended.

         1.7     "Company Stock" means an employer security issued by an
Employer or an Affiliate which is (i) stock, or (ii) a bond, debenture, note,
or certificate or other evidence of indebtedness which is described in section
407(e) of ERISA.

         1.8     "Disability" means a disability of a Member within the meaning
of section 72(m)(7) of the Internal Revenue Code of 1986; that is, the Member
is unable to engage in any substantial gainful activity with the Employer or
any other employer, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of long-continued
and indefinite duration. For example, a home health aide who suffers a back
injury and who, in accordance with applicable law, can no longer physically
perform the duties of a home health aide, but who can physically perform the
duties of another position, such as a clerk with the Employer or any other
employer, regardless of whether the Member has the skills and qualifications to
be a clerk, and regardless of whether a clerk's position actually exists with
the Employer or any other employer, would not be considered as subject to a
Disability. A Member who claims to have a Disability shall submit to the Plan
Administrator a written request for Disability status together with medical
evidence from a licensed physician identifying the existence of a Disability
within the meaning of this definition. The Plan Administrator may then elect to
have the Member submit to an examination



                                      -3-
<PAGE>   8

by a licensed physician selected by the Plan Administrator. The determination
as to whether a Member is subject to a Disability shall be made at the sole
discretion of the Plan Administrator based on medical evidence submitted by
either or both of the physicians.

         1.9     "Employee" means an employee of an Employer other than an
employee who (i) is covered by a collective bargaining agreement between a
union and an Employer, provided that retirement benefits were the subject of
good faith bargaining, unless the collective bargaining agreement provides for
participation in the Plan, (ii) is a leased employee within the meaning of Code
Section 414(n)(2), (iii) is deemed to be an employee of an Employer pursuant to
regulations under Code Section 414(o), or (iv) is a nonresident alien who
receives no earned income within the meaning of Code Section 911(d)(2) from an
Employer which constitutes income from sources within the United States within
the meaning of Code Section 861(a)(3).

         1.10    "Employer" means individually (i) the Company, (ii) Central
Health Services, Inc., Community Home Nursing Care, Inc., DeKalb Home Health
Services, Inc., Clinical Arts Home Care Services, Inc., North Georgia Home
Health Agency, Inc., Northwest Florida Home Health Agency, Inc., Healthfield
Services of Middle Georgia, Inc., Med-Care, Inc., Tugaloo Home Health Agency,
Inc. and Central Home Health Care of Chattanooga, Inc. (the "Subsidiaries"),
(iii) InfoMed Holdings, Inc. and S Consulting, Inc. and (iv) each Affiliate
which has adopted the Plan and Trust; provided however, that immediately
preceding the Effective Time each of the Company and the Subsidiaries shall
cease to be an Employer with respect to the Plan and InfoMed Holdings, Inc. and
its Affiliates that adopt the Plan shall be an Employer.

         1.11     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         1.12    "Escrowed Funds" means amounts held in escrow with respect to
the ESOP in connection with the Acquisition.

         1.13    "ESOP" means the employee stock ownership plan as defined in
Code Section 4975(e)(7) which was established under the terms of the Plan
immediately before the Effective Time.

         1.14    "Fair Market Value" refers to the adequacy of the
consideration for which Company Stock may be acquired or sold and means, as
applicable:

                 (a)      The closing price of the Company Stock on the
principal securities exchange on which it is traded on the day immediately
preceding the date as of which Fair Market Value is being determined or, if no
Company Stock was traded on the immediately preceding day, on the next
preceding trading date.

                 (b)      If Company Stock is not traded on a securities
exchange, but is reported by the National Association of Securities Dealers,
Inc. Automated Quotation System and market information is published on a
regular basis in The New York Times or The Wall Street Journal, the average of
the published high and low sales price or the published daily bid and asked
prices, as so published, on the day immediately preceding the date as of which
Fair Market Value is being determined or on the next preceding date on which
such prices were published.



                                      -4-
<PAGE>   9


                 (c)      If such market information is not published on a
regular basis, the average of the high bid and low asked prices of Company
Stock in the over-the-counter market on the date immediately preceding the date
as of which Fair Market Value is being determined or on the next preceding date
on which such high bid and low asked prices were recorded, as reported by the
National Association of Securities Dealers Automated Quotation System, or, if
not so reported, by a generally accepted reporting service.

                 (d)      If Company Stock is not publicly traded, Fair Market
Value shall be the value determined in good faith by the Trustee.

         1.15    "Fiduciary" means each Named Fiduciary and any other person
who exercises any discretionary authority or control regarding management of
the Plan, any person who has any discretionary authority or responsibility in
the administration of the Plan, any other person who renders investment advice
for a fee or has any authority or responsibility to do so with respect to any
assets of the Plan, or any other person who exercises any authority or control
respecting management or disposition of assets of the Plan.

         1.16    "Hour of Service" means:

                 (a)      Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for an Employer or any Affiliate
during the applicable computation period, and such hours shall be credited to
the computation period in which the duties are performed;

                 (b)      Each hour for which an Employee is paid, or entitled
to payment, by an Employer or any Affiliate on account of a period of time
during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence;

                 (c)      Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by an Employer or any
Affiliate, and such hours shall be credited to the computation period or
periods to which the award or agreement for back pay pertains rather than to
the computation period in which the award, agreement or payment is made;
provided, that the crediting of Hours of Service for back pay awarded or agreed
to with respect to periods described in Subsection (b) of this Section shall be
subject to the limitations set forth in Subsection (e);

                 (d)      Solely for purposes of determining whether a Break in
Service has occurred, each hour during any period that the Employee is absent
from work (1) by reason of the pregnancy of the Employee, (2) by reason of the
birth of a child of the Employee, (3) by reason of the placement of a child
with the Employee in connection with the adoption of the child by the Employee,
or (4) for purposes of caring for such child for a period immediately following
its birth or placement. The hours described in this Subsection (d) shall be
credited (A) only in the computation period in which the absence from work
begins, if the Employee would be prevented from incurring a Break in Service in
that year solely because of that credit, or (B), in any other case, in the next
following computation period;



                                      -5-
<PAGE>   10


                 (e)      In no event shall an Employee be credited with more
than 501 Hours of Service during any single continuous period during which he
performs no duties for the Employer or Affiliate;

                 (f)      In the event that an Employer or an Affiliate
acquires substantially all of the assets of another corporation or entity, or a
controlling interest in the stock of another corporation, or merges with
another corporation or entity and is the surviving entity, then service of an
Employee who was employed by the prior corporation or entity and who is
employed by the Employer or an Affiliate at the time of the acquisition or
merger shall, with the consent of the Employer, be counted in the manner
provided in resolutions adopted by the Employer authorizing the counting of
such service and otherwise consistent with applicable Treasury Regulations;

                 (g)      Hours of Service performed for an Employer or any of
its Affiliates prior to the Effective Time shall continue to be counted for all
purposes under the Plan as Hours of Service; and

                 (h)      An Employee shall be credited with each Hour of
Service in accordance with the provisions of this Section, even if such
Employee is described in (i), (ii), (iii) or (iv) of the Section containing the
definition of Employee.

         1.17    "Investment Committee" means a committee which may be
established to direct the Trustee with respect to investments of the Plan.

         1.18    "Investment Manager" means a Fiduciary, other than the
Trustee, the Plan Administrator or an Employer, who may be appointed by the
Trustee:

                 (a)      who has the power to manage, acquire or dispose of
the assets of the Plan or a portion thereof;

                 (b)      who (i) is registered as an investment adviser under
the Investment Advisers Act of 1940, (ii) is a bank as defined in that Act, or
(iii) is an insurance company qualified to perform services described in
Subsection (a) above under the laws of more than one state; and

                 (c)      who has acknowledged in writing that he is a
Fiduciary with respect to the Plan.

         1.19    "Member" means any Employee or former Employee who has become
a participant in the Plan pursuant to Section 2 for so long as his vested
Account has not been fully distributed pursuant to the Plan.

         1.20    "Named Fiduciary" means only the following:

                 (a)      the Plan Administrator;

                 (b)      the Trustee;




                                      -6-
<PAGE>   11


                 (c)      the Investment Committee; and

                 (d)      the Investment Manager.

         1.21    "Normal Retirement Age" means the later of age 65 or the fifth
anniversary of membership in the Plan.

         1.22    "Plan Administrator" means the organization or person
designated to administer the Plan.

         1.23    "Plan Year" means the calendar year.

         1.24    "Publicly Traded" means Company Stock that is listed on a
national securities exchange registered under section 6 of the Securities
Exchange Act of 1934 (15 U.S.C. Section 78f) or that is quoted on a system
sponsored by a national securities association registered under section 15A(b)
of the Securities Exchange Act (15 U.S.C. Section 780).

         1.25    "Put and First Refusal Rights" means the rights of a Member or
Beneficiary described in Section 10.3.

         1.26    "Qualified Annuity Payment" means an annuity, described below,
which shall be purchased from an insurance company designated by the Plan
Administrator in writing to the Trustee, and shall be distributed to the
Member, his spouse, or his Beneficiary as the case may be. The distribution
shall be in full satisfaction of the benefits to which the Member, his spouse
or his Beneficiary is entitled under the Plan. For purposes of this Section,
actuarial equivalence shall be determined based on factors employed by the
insurance company from which the annuity is purchased and any commissions or
other costs associated with the purchase.

                 (a)      In the case of a Member who is not married on the
date payments to the Member are to commence under the terms of the Plan, a
single life annuity, payable in monthly installments for the life of the
Member, which is the actuarial equivalent of an immediate lump sum payment of
the Member's vested Account.

                 (b)      In the case of a Member who is married on the date
payments are to commence under the terms of the Plan, a joint and survivor
annuity, payable in monthly installments, which is an immediate annuity for the
life of the Member with a survivor annuity for the life of his spouse which is
50%, 75% or 100% (at the election of the Member) of the amount of the annuity
payable during the joint lives of the Member and his spouse and which is the
actuarial equivalent of an immediate lump sum payment of the Member's vested
Account.

                 (c)      In the case of a Member who dies while married before
payments are to commence under the terms of the Plan, an immediate single life
annuity, payable in monthly installments for the life of his spouse, which is
the actuarial equivalent of an immediate lump sum payment of the Member's
vested Account.




                                      -7-
<PAGE>   12


         1.27    "Retirement Date" means the date on which the Member retires
on or after (i) attaining Normal Retirement Age, (ii) the date which is ten
years prior to Normal Retirement Age, or (iii) becoming subject to a
Disability.

         1.28    "Trust" means the trust established to hold the assets of the
Plan.

         1.29    "Trustee" means the trustee or trustees named in the Trust
agreement.

         1.30    "Valuation Date" means the last day of each Plan Year and any
other date the Plan Administrator determines.

         1.31    "Vesting Service" means each year of Vesting Service through
December 31, 1995 as determined under the Plan prior to this amendment and
restatement and each Plan Year commencing on or after January 1, 1996, during
which an Employee has completed at least 1,000 Hours of Service.  However,
Vesting Service shall not include:

                 (a)      all service in Plan Years after an Employee incurs
five consecutive Breaks in Service, for purposes of determining the Member's
vested interest in Employer contributions made before such period;

                 (b)      all service before a period of five consecutive
Breaks in Service, in the case of an Employee who has no vested right in
Employer contributions; and

                 (c)      all service with an Employer accrued before the
Employer adopted the Plan under a plan that was not amended and restated into
this Plan, unless otherwise specified by the an Employer.

Notwithstanding the foregoing, in the event that a Plan Year of less than 12
months exists with respect to a Plan Sponsor, an Employee of that Plan Sponsor
will receive a year of Vesting Service for the short Plan Year if he performs
at least 1,000 Hours of Service during the twelve-consecutive month period
beginning with the first day of that short Plan Year and ending twelve months
after that date.

                                   SECTION 2.
                                  ELIGIBILITY

         2.1     Former Members. Each former Member who is reemployed by an
Employer shall become a Member as of his reemployment as an Employee.

         2.2     Former Employees. Each former Employee who terminates
employment with an Employer before becoming a Member shall become a Member as
of the latest of the date he (a) is reemployed (b) would have become a Member
if he had not terminated employment or (c) becomes an Employee.



                                      -8-
<PAGE>   13


         2.3     New Employees. Each other Employee shall become a Member as of
the date on which he is employed by an Employer.

         2.4     Limitation of Rights of Membership. Membership in the Plan
shall not give any Employee any right or claim except to the extent that such
right is specifically fixed under the terms of the Plan. The adoption of the
Plan and the Trust by any Employer shall not be construed to give any Employee
a right to continued employment with an Employer or as interfering with the
right of an Employer to terminate the employment of any Employee at any time.

         2.5     Frozen Plan.  Notwithstanding any other provision hereof, no
person who is not already a Member shall become a Member after the Effective
Time, except for a rehired Employee whose Account is restored pursuant to the
cash-out/buy-back provisions of Plan Section 7.

                                   SECTION 3.
                                 CONTRIBUTIONS

         3.1     Employer Discretionary Contributions.  For each Plan Year,
each Employer may make a contribution in the form of Company Stock, cash or
other property.  The amount of the contribution will be determined by each
Employer.  For Plan Years after December 31, 1996, forfeitures shall reduce
Employer contributions.

         3.2     Member Contributions. No contributions are required or
permitted to be made by Members.

                                   SECTION 4.
                                  ALLOCATIONS

         4.1     Allocations of Employer Contributions.

                 (a)      As of the last day of each Plan Year ending after
December 31, 1994, Employer contributions to the Plan for that Plan Year and
any forfeitures shall be allocated to the InfoMed Account of each Member who
has been credited with one year of Vesting Service for the Plan Year and who
was employed by that Employer on the last day of the Plan Year, in the
proportion that the Member's Annual Compensation bears to the aggregate of the
Annual Compensation of all such Members.

                 (b)      Notwithstanding anything to the contrary herein,
contributions of an Employer for the 1996 Plan Year shall be allocated to the
InfoMed Account of each Member who as of the Acquisition Date has been credited
with at least a number of Hours of Service in the 1996 Plan Year equal to 1000
multiplied by a fraction, the numerator of which is the number of days in the
Plan Year through the Acquisition Date and the denominator of which is 365 and
who is employed by that Employer on the Acquisition Date immediately prior to
the Effective Time, in the proportion that the Member's Annual Compensation as
of the Acquisition Date bears to the Annual Compensation as of the Acquisition
Date of all such Members.



                                      -9-
<PAGE>   14



         4.2     Allocations of Income or Loss.

                 (a)      Except as otherwise provided in the Plan and Trust,
as of each Valuation Date, the Plan Administrator shall allocate to each
Account its share of the net income or net loss of the Trust (or each
individual fund, if any, established pursuant to the Trust) as set forth below.

                 (1)      Any cash dividends paid or other cash income received
         with respect to Company Stock allocated to a Member's Account, of a
         Member as of the record date on which the cash dividend was declared
         or the date the other cash income was accrued and any income
         attributable to the cash dividend or other income shall be allocated
         to the Member's Account.

                 (2)      Any additional shares of Company Stock which are
         issued with respect to Company Stock held in a Member's Account,
         including, but not limited to, stock dividends, shall be allocated to
         each such Account as of the Valuation Date coinciding with or next
         following the date on which the additional shares of Company Stock are
         delivered to the Trustee.  The additional shares of Company Stock
         shall be allocated to each such Account based upon the number of
         shares of Company Stock in each such Account as of the record date.

                 (3)      Except as otherwise provided in this Section 4, the
         net income and loss of the Trust (or of each individual fund, if any
         established pursuant to the Trust) shall be determined separately by
         the Trustee as of each Valuation Date as follows:

                          (A)     To the cash income since the last Valuation
                 Date there shall be added or subtracted any net increase or
                 decrease in the fair market value of the Trust assets, any
                 gain or loss on the sale or exchange of assets, accrued
                 interest with respect to any interest-bearing security, the
                 amount of any dividend declared but not paid on shares of
                 stock if the market quotation used in determining the value of
                 the shares is ex-dividend, and the amount of any other assets
                 determined by the Trustee to be income.

                          (B)     From the sum in Paragraph (A) above there
                 shall be deducted all expenses and liabilities accrued since
                 the last Valuation Date which are proper under the provisions
                 of the Plan and Trust and which in the discretion of the
                 Trustee are properly chargeable against income for the period.

         The net income or net loss so determined shall be allocated as of the
         Valuation Date to each of those Accounts in the proportion that the
         value of each (invested in that individual fund, if applicable) bears
         to the total value of all such Accounts (invested in that individual
         fund, if applicable) as of the preceding Valuation Date.



                                      -10-
<PAGE>   15


                                   SECTION 5.
                                 DEATH BENEFITS

         5.1     Death Before Termination of Employment. If a Member is an
Employee at the time of his death, his Beneficiary shall be entitled to the
full value of his Account.

         5.2     Death After Termination of Employment. If a Member who is not
an Employee dies before the distribution of his vested Account, his Beneficiary
shall be entitled to such vested Account.

         5.3     Death of Beneficiary. If, subsequent to the death of a Member,
his Beneficiary dies while entitled to receive benefits under the Plan, any
successor to the Beneficiary named under parts (i), (ii), or (iii) of the
Section defining the term Beneficiary shall generally be entitled to receive
the Member's unpaid vested Account. However, if the deceased Beneficiary was
the Member's spouse at the time of the Member's death, or if no successor
Beneficiary was designated by the Member and is alive and no Beneficiary listed
under parts (i), (ii) or (iii) of the Section defining the term Beneficiary is
alive, the Member's unpaid vested Account shall be paid to the personal
representative of the deceased Beneficiary's estate.

         5.4     Terms of Distribution.  Any benefit payable under this Section
5 shall be paid in accordance with and subject to the provisions of Section 6
or 7, whichever is applicable.

                                   SECTION 6.
                   PAYMENT OF BENEFITS ON RETIREMENT OR DEATH

         6.1     General. The benefit of a Member who has attained his
Retirement Date or died while an Employee shall be the full value of his
Account. The Member's benefit shall be determined as of the Valuation Date
coinciding with or immediately preceding the Member's Retirement Date or death,
adjusted for a pro rata share of any income, gains and losses attributable
thereto through the Valuation Date coinciding with or immediately preceding the
date the Member's Account is paid. Payment to a Member or his Beneficiary shall
commence as soon as administratively feasible but no later than 60 days after
the end of the Plan Year in which the Retirement Date or death occurs.
Notwithstanding the foregoing, a Member whose Retirement Date is attributable
to a Disability may elect to commence receiving a distribution as soon as
administratively feasible after his Retirement Date in an amount not to exceed
one half of his Account as of the Valuation Date preceding his Retirement Date.

         6.2     Distribution Forms. Except as provided in Section 6.4, at the
election of the Member or Beneficiary, the payment of a Member's vested (i)
InfoMed Account shall be made in cash or Company Stock and (ii) Central Health
Account shall be made in cash (or to the extent consisting of Company Stock, in
kind).  Cash payment of the portion of the Member's vested Account that is
invested in Company Stock shall be made at the Fair Market Value of Company
Stock and the remaining portion shall be made at the value determined by the
Trustee on the Valuation Date next preceding the date of payment. Payments
shall be made according to the schedule elected by the Member below:





                                      -11-
<PAGE>   16


                 (a)      In a single sum.

                 (b)      Installments paid at least annually over a period not
exceeding the joint life expectancies of the Member and his Beneficiary.

                 (c)      A direct rollover, according to Section 6.8.

Notwithstanding the above, if the value of a Member's vested Account does not
exceed $3,500 or did not exceed $3,500 at the time of any prior payment,
payment shall be made in a single sum.  Cash payment of any Escrowed Funds that
are released from escrow will be paid out to Members in accordance with the
Member's distribution election following the allocation of such amounts to the
Member's Accounts.  If a Member has selected installment or annuity
distributions, any funds released from the Escrowed Funds will be added to the
distribution amount remaining to be paid under the Member's installment
election and will be paid out over the Member's remaining installment or
annuity period.

         6.3     Fractional Shares.  In order to distribute in cash the value
of any fractional share of Company Stock in a Member's Account, the Trustee may
exchange any fractional share for cash in the Accounts of all Members to the
extent that the required amount of cash is available.  The fractional share
shall immediately be allocated to the Accounts of all Members.

         6.4     Qualified Annuity Payment. If the value of the Member's
Account exceeds $3,500, or exceeded $3,500 at the time of any prior payment,
the payment of the cash portion of a Member's Account shall be made in the form
of a Qualified Annuity Payment unless the Member and his spouse make a written
election, during the applicable election period (as defined below), to receive
an alternate form of payment permitted under Section 6.4(b).  The term
"applicable election period" means, with respect to a Qualified Annuity Payment
described in Subsection (a) or (b) of the Section containing the definition of
Qualified Annuity Payment, the 90-day period ending on the first day on which
the Member is entitled to payment from the Trust, and with respect to a
Qualified Annuity Payment described in Subsection (c) of the Section containing
the definition of Qualified Annuity Payment, the period which begins on the
first day of the Plan Year in which an Employee becomes a Member and which ends
on the date of his death. In the case of a married Member, an election shall
not be effective unless spousal consent is obtained in accordance with the
provisions of the Section defining the term Beneficiary.

                 (a)      Any waiver of a Qualified Annuity Payment described
in Subsection (c) made before the first day of the Plan Year in which the
Member attains age 35 shall be invalid as of the first day of the Plan Year in
which the Member attains age 35, and the provisions of the Section containing
the definition of Beneficiary shall control unless a new waiver is obtained.

                 (b)      If an election described in Subsection (a) above is
made, the Member shall select one of the alternate forms of payment described
in Section 6.2(a) or (b).

                 (c)      The Plan Administrator shall furnish to the Member a
written explanation of:





                                      -12-
<PAGE>   17


                 (1)      the terms and conditions of the Qualified Annuity
         Payment including the material features of the alternate forms of
         payment under the Plan,

                 (2)      the Member's right to make, and the effect of, an
         election not to receive the Qualified Annuity Payment,

                  (3)     the rights of the Member's spouse described in this
         Section, and

                 (4)      the right to make, and the effect of, a revocation of
                          an election pursuant to this Section.

                 (d)      In the case of a Qualified Annuity Payment described
under Subsection (a) or (b) of the Section containing the definition of
Qualified Annuity Payment, the written explanation shall be provided to the
Member not less than 30 days nor more than 90 days before the first date on
which he is entitled to payment from the Trust. In the case of a Qualified
Annuity Payment described under Subsection (c) of the Section containing the
definition of Qualified Annuity Payment, the written explanation shall be
provided to the Member in whichever of the following periods ends last:

                 (1)      The period beginning with the first day of the Plan
         Year in which the Member attains age 32 and ending on the last day of
         the Plan Year preceding the Plan Year in which the Member attains age
         35.

                 (2)      The period beginning one year before and ending one
         year after the Employee first becomes a Member.

                 (3)      The period beginning one year before and ending one
         year after the provisions of this Subsection (d) apply to the Member.

                 (4)      In the case of a Member who separates from service
         before attaining age 35, the written explanation shall be provided in
         the period beginning one year before and ending one year after
         separation from service.

                 (e)      A Member may revoke any election not to receive
payment in the form of a Qualified Annuity Payment at any time before
commencement of payments, and may make a new election at any time prior to the
commencement of payments.

         6.5     Death Before Annuity Payments Commence.  If a Member elects a
Qualified Annuity Payment, and his spouse dies after the election but before
benefit payments have commenced, the election will be null and void.

         6.6     Consent to Payment.  If a Member's vested Account exceeds
$3,500, or exceeded $3,500 at the time of any prior payment, it shall not be
paid prior to his Normal Retirement Age without his consent or, if applicable,
without the consent of his spouse, except in the event applicable law requires
or authorizes a payment before his Normal Retirement Age.  The Plan
Administrator




                                      -13-
<PAGE>   18

shall provide such Member with an explanation of the optional forms of payment
available under Section 6.2 of the Plan including the material features and
relative values of such forms. The Plan Administrator shall provide such
explanation no less than 30 days and no more than 90 days before the first day
of the first period for which a payment is to be made.

         6.7     Minimum Distributions.  The payments to be made to a Member
shall satisfy the incidental death benefit requirements under section
401(a)(9)(G) of the Code and the regulations thereunder. In addition:

                 (a)      Prior to the death of a Member, all retirement
payments hereunder shall:

                 (1)      be distributed to the Member not later than the
                          required beginning date (as defined below) or,

                 (2)      be distributed, commencing not later than the
                          required beginning date (as defined below):

                          (A)     in accordance with Treasury Regulations, over
                 a period not extending beyond the life of the Member or over
                 the lives of the Member and his designated individual
                 Beneficiary, or

                          (B)     in accordance with Treasury Regulations, over
                 a period not extending beyond the life expectancy of the
                 Member or the joint life and last survivor expectancy of the
                 Member and his designated individual Beneficiary.

                 (b)      (1) If:

                          (A)     the distribution of a Member's retirement
                 payments have begun in accordance with Subsection (a)(2) of
                 this Section, and

                          (B)     the Member dies before his entire vested
                 Account has been distributed to him,

         then the remaining portion of his vested Account shall be distributed
         at least as rapidly as under the method of distribution being used
         under Subsection (a)(2) of this Section as of the date of his death.

                 (2)      If a Member dies before retirement payments begin
         hereunder, the entire interest of the Member shall be distributed
         within five years of his death.

                 (3)      If:

                          (A)     any portion of a Member's vested Account is
                 payable to or for the benefit of the Member's designated
                 individual Beneficiary,




                                      -14-
<PAGE>   19


                          (B)     that portion is to be distributed, in
                 accordance with Treasury Regulations, over the life of the
                 designated individual Beneficiary or over a period not
                 extending beyond the life expectancy of the designated
                 individual Beneficiary, and

                          (C)     the distributions begin not later than one
                 year after the Member's death, or such later date as the
                 Treasury Regulations may prescribe,

         then, for purposes of Paragraph (2) of this Subsection (b), the
         portion referred to in Subparagraph (A) of this Paragraph (3) shall be
         treated as distributed on the date on which the distributions to the
         designated individual Beneficiary begin.

                 (4)      If the designated individual Beneficiary referred to
         in Paragraph (3)(A) of this Subsection (b) is the surviving spouse of
         the Member, then

                          (A)     the date on which the distributions are
                 required to begin under Paragraph (3)(C) of this Subsection
                 (b) shall not be earlier than the date on which the Member
                 would have attained age 70 1/2, and

                          (B)     if the surviving spouse dies before the
                 distributions to such spouse begin, this Subsection (b) shall
                 be applied as if the surviving spouse were the Member

                 (c)      For purposes of this Section, the term "required
beginning date" means April 1 of the calendar year following the calendar year
in which the Member attains age 70 1/2.  However, for a Member who is not
described in Section 1(b)(3) of Appendix B and who attained age 70 1/2 before
January 1, 1988, "required beginning date" means April 1 of the calendar year
following the calendar year in which the Member retires or otherwise terminates
employment.

         6.8     Direct Rollover.  A "Distributee" who is otherwise entitled to
a Plan payment may elect in writing to the Plan Administrator to have such
payment rolled over directly to (i) an individual retirement account described
in section 408(a) of the Code or an individual retirement annuity described in
section 408(b) of the Code, or (ii) a qualified defined contribution plan
described in section 401(a) of the Code, the terms of which permit the
acceptance of rollover distributions, or an annuity plan described in section
403(a) of the Code. A payment to a surviving spouse, however, may only be
rolled over directly into an individual retirement account or annuity described
in clause (i) of the preceding sentence.  All elections must specify the
annuity, account or plan to which the direct rollover shall be made.  The
Distributee may make such election with respect to payment of any portion of
his Account that is not:

                 (a)      one of a series of substantially equal periodic
payments made at least annually for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee
and his or her designated beneficiary or for a specified period of 10 years or
more,

                 (b)      required under section 401(a)(9) of the Code and
Section 6.7,




                                      -15-
<PAGE>   20


                 (c)      not includable in his gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
Company Stock), or

                 (d)      less than $200 in a year.

An election under this Section with respect to a payment that is one of a
series of periodic payments shall apply to all subsequent payments in the
series. However, the Distributee may change his or her election with respect to
future periodic payments by making a new written election with the Plan
Administrator. For purposes of this Section, the term "Distributee" means a
Member, his surviving spouse, his former spouse, and his former spouse who is
the alternate payee under a qualified domestic relations order, as defined in
section 414(p) of the Code.


                                   SECTION 7.
                PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT

         7.1     Transfer Not Termination of Employment.  Transfer of a Member
from one Employer to another Employer or to an Affiliate shall not be deemed
under the Plan to be a termination of employment of the Member.  Any person who
is an Employee of the Company or its subsidiaries on the Acquisition Date and
who is not an Employee of InfoMed Holdings, Inc. or any of its subsidiaries as
of the Effective Time shall, as of the Effective Time, cease to be an Employee,
and shall therefore have terminated employment, for purposes of the Plan, as of
the Effective Time.

         7.2     Termination Prior to Death or Retirement.  The benefit of a
Member who terminates employment for reasons other than death or attainment of
a Retirement Date shall be the vested portion of his Account, determined as of
the last day of the Plan Year in which such termination occurs, adjusted for a
pro rata share of any income, gains and losses attributable thereto through the
Valuation Date coinciding with or immediately preceding the date the Member's
Account is paid.

         7.3     Vested Portion of Member Accounts. The vested portion of a
Member's Account shall be as follows.

<TABLE>
<CAPTION>
                          Full Years of                     Percentage
                          Vesting Service                     Vested
                          ---------------                   ----------
                          <S>                                   <C>
                          Less than 1                             0%
                                  1                              10%
                                  2                              20%
                                  3                              30%
                                  4                              40%
                                  5                              60%
                                  6                              80%
                          7 or more                             100%
</TABLE>




                                      -16-
<PAGE>   21


         Notwithstanding the foregoing, a Member who is employed as of the
Acquisition Date by the Company or InfoMed Holdings, Inc., or an Affiliate of
either, shall be 100% vested in such Member's Account.

         7.4     Distribution Rules and Consent to Distributions.  Payment of a
Member's vested Account is subject to the distribution and notice and consent
requirements of Section 6.  If the Member's vested Account exceeds $3,500 or
exceeded $3,500 at the time of any prior payment, payment will not begin before
the Member's Normal Retirement Age without his consent, or in the event of his
death without the consent of his spouse.  Payment of the Member's vested
Account will otherwise be made at the following times:

                 (a)      If the Member's vested Account does not exceed $3,500
or did not exceed $3,500 at the time of any prior payment, payment will be made
as soon as administratively feasible after the end of the Plan Year in which
the Member terminates employment.

                 (b)      Payment of the portion that is not invested in
Company Stock, and payment of the portion that is invested in Company Stock and
which the Member elects to receive in the form of a single sum of Company
Stock, Company Stock installments, or in cash installments over at least five
years, shall begin as soon as administratively feasible after the end of the
Plan Year in which the Member terminates employment.

                 (c)      Payment of the portion that is invested in Company
Stock which the Member elects in cash payments in a single sum or cash
installments of less than five years shall begin at the end of the sixth Plan
Year following termination of employment.

                 (d)      In no event shall payment begin more than 60 days
after the close of the Plan Year in which the Member dies, attains Normal
Retirement Age or becomes disabled.

         7.5     Forfeiture and Restoration of Nonvested Amounts.

                 (a)      If a Member terminates employment and any portion of
his vested Account is paid (including a deemed payment of $0) before he incurs
five consecutive Breaks in Service, the portion of the Member's Account in
which he is not vested shall be forfeited as of the Valuation Date following
his receipt of any payment.

                 (b)  If an Employer or an Affiliate reemploys a Member before
he incurs five consecutive Breaks in Service and (i) if the Member was vested
in any portion of his Account and he repays the Trust the amount which he
received by the earlier of the fifth anniversary of his reemployment or the end
of five consecutive Breaks in Services following payment to the Member or (ii)
if the Member was not vested in any portion of his Account upon his termination
of employment, then any portion of his Account which was forfeited shall be
restored effective on the Valuation Date coinciding with or next following the
repayment or the Member's reemployment, respectively.  Such restoration shall
be made first from forfeitures available for allocation on that Valuation Date,
second from any net income calculated as of that Valuation Date, and third from




                                      -17-
<PAGE>   22

Employer contributions.  Only after restorations have been made shall the
remaining net income be available for allocation under Section 4.

                 (c) If a Member terminates employment, is vested in any
portion of his Account and does not receive a payment of any portion of such
vested Account before he incurs five consecutive Breaks in Service, then
forfeiture of the portion of his Account in which he is not vested shall not
occur until he incurs five consecutive Breaks in Service.

         7.6     Rights Upon Change in Vesting Schedule. In the event that a
Plan amendment directly or indirectly changes the vesting schedule, the vested
percentage for each Member in his Account accumulated to the date when the
amendment is adopted shall not be reduced as a result of the amendment.  In
addition, any Member with at least three years of Vesting Service may
irrevocably elect to remain under the pre-amendment vesting schedule with
respect to all of his benefits accrued both before and after the amendment.

                                   SECTION 8.
                  CONDITIONS OF DISTRIBUTION OF COMPANY STOCK

         8.1     Stock Legend.  To the extent necessary to comply with federal
or state securities laws, each certificate for Company Stock distributed
pursuant to the Plan shall be marked "RESTRICTED" on its face and, to the
extent appropriate at the time, shall bear on its reverse side legends to the
following effect:

                 (a)      That the securities evidenced by the certificate were
issued and distributed without registration under the federal Securities Act of
1933 (the "1933 Act") or under the applicable laws of any state or states
(collectively referred to as the "State Acts"), in reliance upon certain
exemptive provisions of the 1933 Act or any applicable State Acts;

                 (b)      That the securities cannot be sold or transferred
unless, in the opinion of counsel reasonably acceptable to the Employer, the
sale or transfer would be:

                          (1)     pursuant to an effective registration
                 statement under the 1933 Act or pursuant to an exemption from
                 registration; and

                          (2)     a transaction which is exempt under any
                 applicable State Acts or pursuant to an effective registration
                 statement under or in a transaction which is otherwise in
                 compliance with the State Acts; and

                 (c)      That the securities evidenced by the certificate were
issued and distributed in accordance with the provisions of the Plan and Trust
Agreement, are subject to the provisions thereof, and may not be sold or
transferred except in compliance with said provisions.

         8.2     Member Compliance With Securities Laws.  If necessary to
comply with the 1933 Act or any applicable State Acts, shares of Company Stock
distributable under the Plan must be acquired for investment and not with a
view to the public distribution. Accordingly, as a condition




                                      -18-
<PAGE>   23

of receiving Company Stock under the Plan, the distributee may be required to
execute an investment letter and any other documents that in the opinion of
counsel reasonably acceptable to the Employer are necessary to comply with the
1933 Act or any applicable State Acts or any other applicable laws regulating
the issuance or transfer of securities.

         8.3     Put and First Refusal Rights.  Each share of Company Stock
distributed to a Member or Beneficiary from his InfoMed Account which is
allocated to his Account as of the Acquisition Date or allocated thereafter
pursuant to the earnings allocation provisions of the Plan shall be subject to
Put and First Refusal Rights.  The Put Rights grant to the distributee (or his
heirs or legatees) the right to require an Employer or its designee to purchase
any shares of Company Stock which have been distributed from the Plan provided
they are not Publicly Traded at the time (the "Put").  The Put shall be
exercisable by giving written notice to the Employer for a period of 60 days
following the date of distribution, and if the Put is not exercised within that
60-day period, for an additional period of 60 days which begins on the later of
(1) the first day of the Plan Year following the Plan Year of distribution, or
(2) the day following the expiration of the initial 60 day period.  In the case
of Company Stock which is Publicly Traded without restriction when distributed
but ceases to be so traded during either of the 60 day periods, the Employer
must give notice to each distributee (or his heirs or legatees) in writing on
or before the tenth day after the date the Company Stock ceases to be so traded
informing each distributee (or his heirs or legatees) that for the remainder of
the period the Company Stock is subject to the Put and setting forth the terms
of the Put.  The number of days between the tenth day and the date on which
notice is actually given, if later, must be added to the duration of the Put.
The period during which the Put is exercisable does not include the time when a
distributee (or his heirs or legatees) is unable to exercise it because the
Employer (or its designee) is prohibited from honoring it by applicable federal
or state law, and the Employer (or its designee) shall not be in breach of the
Put if it is prohibited from honoring it by applicable federal or state law.
Company Stock purchased pursuant to the Put shall, to the extent permitted by
state law, be purchased in cash at its Fair Market Value, in substantially
equal payments made over a period of five years commencing within 30 days after
the exercise of the Put. The Employer (or its designee) shall provide adequate
security and pay reasonable interest on any unpaid amounts. Payment under the
Put may not be restricted by the provisions of any loan or any other
arrangement, including the terms of the articles of incorporation of the
Employer (or its designee), unless required by applicable state law

                 If a Member or, if applicable, his Beneficiary elects an
installment distribution of his Account, Company Stock subject to this Section
which is purchased pursuant to the Put shall, to the extent permitted by state
law, be purchased in cash at their Fair Market Value not later than 30 days
after the exercise of the Put.

                 Prior to any sale of Company Stock subject to this Section
which is not Publicly Traded at that time, the distributee (or his heirs or
legatees) must first offer the Company Stock which he wishes to sell to an
Employer or its designee at the greater of (1) Fair Market Value, or (2) the
same purchase price and on the same terms as a bona fide offer made by a third
party within the preceding 14 days to whom the distributee (or his heirs or
legatees) desires to sell the Company Stock (the "First Refusal Rights"). If
the Employer or its designee is not willing or able to purchase the Company
Stock within 14 days after receipt by the Employer of written notification by
the




                                      -19-
<PAGE>   24

distributee of such purchase price and payment terms, then the distributee (or
his heirs or legatees) may proceed to sell the Company Stock to the third party
in accordance with the offer, within 28 days after receipt by the Employer of
the written notification. In no event may the Employer recognize any purchaser
or transferee as the owner of the Company Stock, unless the terms of the First
Refusal Rights, as specified above, have been followed.

                                   SECTION 9.
                           ADMINISTRATION OF THE PLAN

         9.1     Trust Agreement.  InfoMed Holdings, Inc. shall establish a
Trust with the Trustee it designates for the management of the Trust. The Trust
shall form a part of the Plan and is incorporated herein by reference.

         9.2     Operation of the Plan Administrator.  InfoMed Holdings, Inc.
shall appoint a Plan Administrator or in the absence of an appointment, InfoMed
Holdings, Inc. shall be the Plan Administrator. If an organization is appointed
to serve as the Plan Administrator, then the Plan Administrator may designate
in writing a person who may act on behalf of the Plan Administrator.  InfoMed
Holdings, Inc. shall have the right to remove the Plan Administrator at any
time by written notice.  The Plan Administrator may resign at any time by
written notice of resignation to the Trustee and InfoMed Holdings, Inc..  Upon
removal or resignation, or in the event of the dissolution of the Plan
Administrator, InfoMed Holdings, Inc. shall appoint a successor.

         9.3     Fiduciary Responsibilities and Allocation of Duties.

                 (a)      Each Fiduciary's role shall be limited solely to the
exercise of its own authority and discretion, as defined under the terms of the
Plan and Trust or as allocated to it.

                 (b)      The Plan Administrator may allocate its fiduciary
responsibilities among Fiduciaries other than the Trustee, designated in
writing by the Plan Administrator and may designate in writing other persons to
carry out its fiduciary responsibilities under the Plan.  The Plan
Administrator may at any time remove any such person designated to carry out
its fiduciary responsibilities under the Plan by written notice to such person.

                 (c)      The Trustee may allocate its fiduciary duties to an
Investment Manager or any other Fiduciary with respect to all or any portion of
the Trust.  Unless otherwise provided for in the Trust Agreement, such
allocation shall be effective upon delivery of written notice by the Trustee to
all affected Fiduciaries.

                 (d)      Each Fiduciary may employ persons to perform services
and to render advice with regard to any of the Fiduciary's responsibilities
under the Plan.  Charges for all such services performed and advice rendered
may be directly paid by each Employer but until paid shall constitute a charge
against the Trust.

                 (e)      Each Employer (other than the Company and the
Subsidiaries) shall indemnify and hold harmless each person constituting the
Plan Administrator or the Investment Committee from




                                      -20-
<PAGE>   25

and against all claims, losses, costs, expenses (including, without limitation,
attorney's fees and court costs), damages, actions or causes of action arising
from, on account of or in connection with the performance by such person of his
duties in such capacity, other than such of the foregoing arising from, on
account of or in connection with the willful neglect or willful misconduct of
such person so acting.

                 (f)      Each Fiduciary shall discharge its duties solely in
the interest of the Members and Beneficiaries, and

                          (1)     for the exclusive purpose of providing
                 benefits to Members and Beneficiaries and defraying reasonable
                 expenses of administration;

                          (2)     with the care, skill, prudence and diligence,
                 under the circumstances then prevailing, that a prudent man
                 acting in a like capacity and familiar with such matters would
                 use in the conduct of an enterprise of like character and with
                 like aims;

                          (3)     by diversifying the investments so as to
                 minimize the risk of large losses unless under the
                 circumstances it is clearly prudent not to do so; and

                          (4)     in accordance with the Plan and Trust.

The diversification requirement set forth in Paragraph (3) above shall not
apply to the acquisition or holding of Company Stock and the prudence
requirement set forth in Paragraph (2) above, to the extent that it requires
diversification, shall not be applicable to the acquisition or holding of
Company Stock.

         9.4     Duties of the Plan Administrator.

                 (a)      The Plan Administrator shall advise the Trustee with
respect to all payments under the terms of the Plan and shall direct the
Trustee in writing to make such payments from the Trust. In no event shall the
Trustee be required to make such payments if the Trustee has knowledge that
such payments are contrary to the terms of the Plan and the Trust.

                 (b)      The Plan Administrator shall establish rules, not
contrary to the Plan and the Trust, for the administration of the Plan and the
transaction of its business.  All elections and designations under the Plan by
a Participant or Beneficiary shall be made on forms prescribed by the Plan
Administrator.  The Plan Administrator shall have discretionary authority to
construe the terms of the Plan and shall determine all questions arising in the
administration, interpretation and application of the Plan, including, but not
limited to, those concerning eligibility for benefits. All determinations of
the Plan Administrator shall be conclusive and binding on all Employees,
Members, Beneficiaries and Fiduciaries.




                                      -21-
<PAGE>   26


                 (c)      The statement of specific duties for a Plan
Administrator in this Section is not in derogation of any other duties which a
Plan Administrator has under the provisions of the Plan or the Trust.

         9.5     Investment Manager.  The Trustee may, by action in writing to
InfoMed Holdings, Inc., appoint an Investment Manager.  The Trustee may remove
an Investment Manager in the same manner in which appointed.  In the event of
any removal, the Investment Manager shall, as soon as possible, but in no event
more than 30 days after notice of removal, turn over all assets managed by it
to the Trustee or to any successor Investment Manager appointed, and shall make
a full accounting to the Trustee with respect to all assets managed by it since
its appointment as an Investment Manager.

         9.6     Investment Committee. InfoMed Holdings, Inc. may, by action in
writing certified by notice to the Trustee, appoint an Investment Committee.
InfoMed Holdings, Inc. may remove any person on the Investment Committee at any
time by written notice to such person.  A person on the Investment Committee
may resign at any time by written notice to InfoMed Holdings, Inc. Upon such
removal or resignation, InfoMed Holdings, Inc. may appoint a successor. Until a
successor has been appointed, the remaining persons on the Investment Committee
may continue to act as the Investment Committee.

         9.7     Action by an Employer.  Any action to be taken by an Employer
shall be taken by resolution or written direction duly adopted by its board of
directors, its governing body or authorized agent; provided, however, that by
such resolution or written direction, the board of directors or appropriate
governing body may delegate to any officer or other appropriate person the
authority to take any such actions as may be specified in such resolution or
written direction.

         9.8     Voting and Decisions Regarding Company Stock.

         (a)     For so long as Members are not permitted to direct the
investment of any portion of their Accounts into or out of Company Stock
pursuant to the terms of the Trust:

                 (1)      the Trustee shall vote shares of Company Stock held
in the Trust; and

                 (2)      all decisions affecting Company Stock held in the
Trust which do not involve voting of such Company Stock, including, without
limitation, decisions to reject or consent to tender or exchange offers and
similar decisions, shall be made by the Trustee.

         (b)     At such time as Members are permitted to direct the investment
of any portion of their Accounts into or out of Company Stock pursuant to the
terms of the Trust:

                 (1)      the Trustee shall vote shares of Company Stock
allocated to the Accounts of Members and Beneficiaries as follows:




                                      -22-
<PAGE>   27

                 (A)      whole shares of Company Stock allocated to Accounts
                 for which it has received instructions from Members shall be
                 voted in accordance with those instructions.  In the absence
                 of voting instruction by a Member, whole shares of Company
                 Stock held in a Member's Account shall be voted by the
                 Trustee.

                 (B)      the combined fractional shares and fractional rights
                 to shares of Company Stock held in Accounts shall be voted to
                 the extent possible in the same proportion as whole shares of
                 Company Stock held in such Accounts are directed to be voted
                 by Members;

                 (2)      all decisions affecting Company Stock which do not
involve voting of such Company Stock, including, without limitation, decisions
to reject or consent to tender or exchange offers and similar decisions, shall
be determined by the Trustee in the same manner as voting decisions as
described in Section (b)(1) above; and

                 (3)      the Plan Administrator shall be responsible for
ensuring that information relating to the purchase, holding and sale of Company
Stock and the exercise of voting, tendering and similar rights with respect to
such Company Stock by Members and Beneficiaries, is maintained in accordance
with procedures which are designed to safeguard the confidentiality of such
information, except to the extent necessary to comply with Federal laws or
State laws not preempted by ERISA, that the procedures are sufficient to
safeguard the confidentiality of the information, that such procedures are
being followed, and that the independent fiduciary required herein is
appointed.  The Plan Administrator shall appoint an independent fiduciary to
carry out activities relating to any situations which the Plan Administrator
determines involve a potential for undue employer influence upon Members and
Beneficiaries with regard to the direct or indirect exercise of shareholder
rights.

                                  SECTION 10.
                             CLAIM REVIEW PROCEDURE

         10.1    In the event that a Member or Beneficiary is denied a claim
for benefits under a Plan, the Plan Administrator shall provide to the claimant
written notice of the denial which shall set forth:

                 (a)      the specific reasons for the denial;

                 (b)      specific references to the pertinent provisions of
the Plan on which the denial is based;

                 (c)      a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why the material or information is necessary; and

                 (d)      an explanation of the Plan's claim review procedure.

         10.2    After receiving written notice of the denial of a claim, a
claimant or his representative may:




                                      -23-
<PAGE>   28


                 (a)      request a review of the denial by written application
to the Plan Administrator;

                 (b)      review pertinent documents; and

                 (c)      submit issues and comments in writing to the Plan
Administrator.

         10.3    If the claimant wishes a review of the decision denying his
claim to benefits under the Plan, he must submit written application to the
Plan Administrator within 60 days after receiving written notice of the denial.

         10.4    Upon receiving the written application for review, the Plan
Administrator may schedule a hearing for purposes of reviewing the claimant's
claim, which hearing shall take place not more than 30 days from the date on
which the Plan Administrator received the written application for review.

         10.5    At least ten days prior to the scheduled hearing, the claimant
and any representative designated in writing by him shall receive written
notice of the date, time, and place of the scheduled hearing.

         10.6    All claimants requesting a review of the decision denying
their claim for benefits may employ counsel for purposes of the hearing.

         10.7    No later than 60 days following the receipt of the written
application for review, the Plan Administrator shall submit its decision on the
review in writing to the claimant involved and to his representative, if any;
provided, however, a decision on the written application for review may be
extended, in the event special circumstances such as the need to hold a hearing
require an extension of time, to a day no later than 120 days after the date of
receipt of the written application for review. The decision shall include
specific reasons for the decision and specific references to the pertinent
provisions of the Plan on which the decision is based.

                                  SECTION 11.
                 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

         11.1    Anti-Alienation Clause.  No benefit payable under the Plan to
any person shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
void. No such benefit shall in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person, nor shall it
be subject to attachment or legal process for, or against, such person, except
as may be required by law. However, this Section shall not apply to a
"qualified domestic relations order," as defined in section 414(p) of the Code,
and benefits may be paid pursuant to the provisions of such an order.

         11.2    Payments to Legal Guardians.  Whenever any benefit which shall
be payable under the Plan is to be paid to or for the benefit of any person who
is then a minor or determined to be




                                      -24-
<PAGE>   29

incompetent by qualified medical advice, the Plan Administrator need not
require the appointment of a guardian or custodian, but shall be authorized to
cause the same to be paid over to the person having custody of such minor or
incompetent, or to cause the same to be paid to such minor or incompetent
without the intervention of a guardian or custodian, or to cause the same to be
paid to a legal guardian or custodian of such minor or incompetent if one has
been appointed or to cause the same to be used for the benefit of such minor or
incompetent.

         11.3    Lost Members and Beneficiaries.  If the Plan Administrator
cannot ascertain the whereabouts of any Member or Beneficiary to whom a payment
is due under the Plan, the Plan Administrator may direct that the payment and
all remaining payments otherwise due to the Member or Beneficiary be canceled
on the records of the Plan and the amount thereof applied as a forfeiture in
accordance with the Plan except that, if the Member or Beneficiary later
notifies the Plan Administrator of his whereabouts and requests the payments
due to him under the Plan, the Employer shall contribute to the Plan an amount
equal to the payment to be paid to him as soon as administratively feasible.

                                  SECTION 12.
                       AMENDMENT TO OR TERMINATION OF THE
                               PLAN AND THE TRUST

         12.1    Amendment and Termination. InfoMed Holdings, Inc. through its
board of directors at a meeting or by way of written consent may, at any time
amend or terminate the Plan or the Trust, in whole or in part; provided,
however, that the duties or liabilities of the Trustee shall not be increased
without its written consent.  No Employer other than InfoMed Holdings, Inc.
shall have the right to so amend or terminate the Plan or the Trust.  However,
each Employer may terminate its own participation in the Plan and Trust
pursuant to the Plan.

         12.2    Termination of Adoption by an Employer.  Effective immediately
prior to the Effective Time, each Employer shall have the right to terminate
its participation in the Plan and Trust by action of its board of directors,
other appropriate governing body or authorized agent, and by delivery of
written notice to InfoMed Holdings, Inc. and the Trustee, unless such
termination would result in the disqualification of the Plan or the exempt
status of the Trust or would so adversely affect the Plan or the Trust as to
any other Employer. If contributions by an Employer are completely terminated,
the Plan and Trust shall be deemed terminated as to such Employer.  Any
termination by an Employer shall not be a termination as to any other Employer.

         12.3    Effect of Plan Termination. If the Plan is terminated by
InfoMed Holdings, Inc., it shall be terminated as to all Employers, and the
Accounts of each affected Member shall be fully vested.  If either
contributions to the Trust are permanently discontinued or the adoption of the
Plan is terminated by any Employer, then the Accounts of each affected Member
who is an Employee of such Employer shall be fully vested.  After payment of
expenses and taxes, each Member's Account shall be distributed according to the
provisions of Section 6.

         12.4    Qualification Determination. In the event of the termination
of the Plan or the Trust with respect to an Employer, the Accounts of the
Members employed by such Employer shall be held




                                      -25-
<PAGE>   30

subject to the instructions of the Plan Administrator; provided that the
Trustee shall not be required to make any distribution until it receives a copy
of an Internal Revenue Service determination letter to the effect that the
termination does not affect the qualified status of the Plan or the exempt
status of the Trust or, in the event that such a letter is not issued, until
the Trustee is reasonably satisfied that adequate provision has been made for
the payment of all taxes which may be due and owing by the Trust.

         12.5    Plan Merger.  In the case of any merger or consolidation of
the Plan with, or any transfer of the assets or liabilities of the Plan to, any
other plan qualified under section 401 of the Code, the terms of the merger,
consolidation or transfer shall be such that each Member would receive (in the
event of termination of the Plan or its successor immediately thereafter) a
benefit which is no less than the benefit which the Member would have received
in the event of termination of the Plan immediately before the merger,
consolidation or transfer.

                                  SECTION 13.
                       ADOPTION OF THE PLAN BY AFFILIATES

         Any Affiliate, if authorized to do so by InfoMed Holdings, Inc., may
adopt the Plan and Trust by action of the board of directors or other
appropriate governing body of such Affiliate. Any adoption shall be evidenced
by resolutions of the foregoing board of directors or appropriate writing of
the governing body indicating the adoption, and by the execution of or
contributions to the Trust by the adopting Affiliate. The resolution or other
appropriate writing shall state the effective date of the adoption of the Plan
by the Employer and the "limitation year" for purposes of section 415 of the
Code if such is not the calendar year. However, if the Plan and Trust as
adopted by an Affiliate under the foregoing provisions shall fail to receive
the initial approval of the Internal Revenue Service as qualified under
sections 401(a) and 501(a) of the Code, any contributions remaining after
payment of all expenses will be returned to such Affiliate free of any trust,
and the Plan and Trust shall terminate as to the adopting Affiliate.

                                  SECTION 14.
                   QUALIFICATION AND RETURN OF CONTRIBUTIONS

         14.1    Contributions Conditioned on Qualification. If the Plan and
Trust fail to receive the initial approval of the Internal Revenue Service as a
qualified plan and trust within one year after denial of qualification (i) the
contribution of an Employer after payment of all expenses will be returned to
an Employer free of the Plan and Trust, (ii) contributions made by a Member
shall be returned to the Member who made the contributions, and (iii) the Plan
and Trust shall thereupon terminate.

         14.2    Mistake of Fact and Nondeductibility.  If and to the extent
permitted by the Code and ERISA and other applicable laws and rulings, upon an
Employer's request, a contribution which was made by reason of a mistake of
fact or which was conditioned on the deductibility of the contribution under
section 404 of the Code, shall be returned to an Employer within one year after
the payment of the contribution, or the disallowance of the deduction (to the
extent disallowed), whichever is applicable.




                                      -26-
<PAGE>   31

         14.3    Amount to be Returned. In the event of a contribution which
was made by reason of a mistake of fact or which was conditioned on the
deductibility of the contribution, the amount to be returned to the Employer
shall be the excess of the contribution above the amount that would have been
contributed had the mistake of fact or loss of the deduction not occurred, less
any net loss attributable to the excess. Any net income attributable to the
excess shall not be returned to the Employer. No return of any portion of the
excess shall be made to the Employer if the return would cause the balance in a
Member's Account to be less than the balance would have been had the mistaken
contribution not been made.

                                  SECTION 15.
                                 GOVERNING LAW

         To the extent not preempted by the laws of the United States, the laws
of the State of Georgia shall apply to the Plan.

                                  SECTION 16.
                              INSURANCE CONTRACTS

         16.1    Right to Hold Contracts.  The Trustee may continue to hold
each life insurance contract (an "Insurance Contract") on the life of a Member
previously procured by the Trustee or by the trustee of any predecessor plan.

         16.2    Incidental Benefits.  The aggregate premiums paid for ordinary
or whole life and term insurance contracts on the life of a Member shall at all
times be less than 50% and 25%, respectively, of an Employer's contributions
and forfeitures allocated to the Member's Account at any particular time. If,
due to the foregoing limitations, the Trustee is unable to pay any part of any
premium due on an Insurance Contract on the life of a Member, the Trustee shall
have the power to borrow the required premium from the insurance company, using
the cash surrender value of the Insurance Contract as security; to convert the
Insurance Contract into a paid-up Insurance Contract; or to convert the
Insurance Contract into cash and to apply the proceeds therefrom to the amount
allocated to the Accounts of the Member.

         16.3    Policy Ownership. Title to all Insurance Contracts shall be
vested in the Trustee. Upon the death of a Member prior to his retirement or
termination of employment, the Trustee shall pay the proceeds with respect to
any Insurance Contract to the Member's Beneficiary, to be distributed in
accordance with Section 6. In the event of a Member's retirement or termination
other than by death, the Trustee shall convert the entire value of any
Insurance Contract into cash and credit the amount to the Member's Other
Investment Account to be distributed in accordance with Section 6 or 7, as
applicable.




                                      -27-
<PAGE>   32


                                   SECTION 17
                      INCORPORATION OF SPECIAL LIMITATIONS

         Appendices A and B to the Plan, attached hereto, are incorporated by
reference and apply notwithstanding anything to the contrary contained herein.

         IN WITNESS WHEREOF, the Company and InfoMed Holdings, Inc. have caused
this indenture to be executed as of the date first above written.

                      CENTRAL HEALTH HOLDING COMPANY, INC.


                                    By:/s/ Gary M. Bremer
                                       --------------------------------------
                                    Title:President & Chief Executive Officer
                                          -----------------------------------
ATTEST:
/s/ Cindy Lumpkin
------------------------------
Title: Secretary
      ------------------------

         [CORPORATE SEAL]

                                       INFOMED HOLDINGS, INC.



                                        By: /s/ Gary M. Bremer
                                           ------------------------------------
                                        Title: Chief Executive Officer
                                              ---------------------------------

ATTEST:
/s/ James A. Tramonte
------------------------------
Title: Secretary
      ------------------------

         [CORPORATE SEAL]






                                      -28-
<PAGE>   33

                                   APPENDIX A
                           LIMITATION ON ALLOCATIONS

                                   SECTION 1.

         The "annual addition" for any Member for any one limitation Year may
not exceed the lesser of:

                 (a)      $30,000, which amount shall be adjusted for changes
in the cost of living as provided in regulations issued by the Secretary of the
Treasury; or

                 (b)      25% of the Member's Annual Compensation.

         A "Highly Compensated Employee" includes: (a) An Employee who, during
the current Plan Year or the immediately preceding Plan Year or for Plan Years
after December 31, 1991, on a day during the current Plan Year which reasonably
represents the Employer's workforce and the Plan's coverage during such Plan
Year:

                 (1)      was at any time an owner of more than 5% of the
                          Employer or Affiliate; or

                 (2)      received Annual Compensation in excess of $75,000, as
         adjusted by the Secretary of the Treasury; or

                 (3)      received Annual Compensation in excess of $50,000, as
         adjusted by the Secretary of the Treasury, and who was in the group
         consisting of the most highly compensated 20 of the Employees; or

                 (4)      was at any time an officer of the Employer or
         Affiliate and had Annual Compensation greater than 50% of the amount
         in effect under Code Section 415(b)(1)(A) for the calendar year in
         which the Plan Year ends. However, no more than 50 employees or if
         lesser (i) the greater of three or 10% of the employees shall be
         treated as officers.  If for any year no officer of the Employer meets
         the requirements of this Paragraph (4), the highest paid officer of
         the Employer for the Plan Year shall be considered an officer.

If during the immediately preceding Plan Year the Employee was not  described
in Paragraph (2), (3) or (4) above (based upon the Annual Compensation
limit applicable to the immediately preceding Plan Year, but without regard to
this sentence), the Employee shall not be treated as being described therein
unless the Employee's Annual Compensation is such that the Employee is in the
group of the 100 Employees being paid the greatest amount of Annual
Compensation.

        The Plan Administrator may elect to substitute $50,000 (as adjusted)
for $75,000 (as adjusted) in Paragraph (2) above provided that at all times
during the Plan Year the Employer and its Affiliates maintain significant
business activities and have Employees in at least two significantly separate
geographic areas and satisfy such other conditions as the Secretary of the
Treasury prescribes.





                                      A-1
<PAGE>   34


         For purposes of-Paragraphs (3) and (4) above, the following shall be
excluded when determining the number of Employees in the most highly
compensated 20` of the Employees and the number of officers:

                 (i)   Employees who have not completed six months of service.

                 (ii)  Employees who normally work less than 17 1/2 hours per
week,

                 (iii) Employees who normally work during not more than six
months during any Plan Year,

                 (iv)  Employees who have not attained age 21,

                 (v)   Employees who are included in a unit of employees covered
         by an agreement which the Secretary of Labor finds to be a collective
         bargaining agreement between employee representatives and the Employer
         or its Affiliates, provided 90% or more of the Employees are covered
         under collective bargaining agreements and the Plan only covers
         Employees who are not covered under the collective bargaining
         agreements, and

                 (vi)     Employees who are non-resident aliens and who
         received no earned income from the Employer or its Affiliates from
         sources within the United States.

                 (c)      If any Employee is a member of the family of a 5%
owner as defined in Paragraph (a)(l) or of a Highly Compensated Employee whose
Annual Compensation is among the ten Highly Compensated Employees receiving the
greatest amount of Annual Compensation during the Plan Year, then (1) the
Employee shall not be considered a separate Employee, and (2) any Annual
Compensation paid to the Employee, and any applicable contribution or benefit
on behalf of the Employee, shall be treated as if it were paid to, or on behalf
of, the 5% owner or the Employee who is among the ten Highly Compensated
Employees receiving the greatest amount of Annual Compensation during the Plan
Year. "Family" means the Employee's spouse and lineal descendants or ascendant
and the spouses of lineal descendants or ascendant.

                 (d)      A former Employee shall be treated as a Highly
Compensated Employee if (1) the former Employee was a Highly Compensated
Employee at the time he separated from service with the Employer or Affiliate
or (2) the former Employee was a Highly Compensated Employee at any time after
he attained age 55.

                 (e)      For purposes of this definition, Annual Compensation
shall include amounts paid by Affiliates and shall be determined without regard
to the $150,000 limitation. as adjusted.

                                   SECTION 2.

         For the purposes of this Appendix A, the term "annual addition" for
any Member means for any limitation year, the sum of certain Employer and
Member contributions, forfeitures, and other amounts as determined in section
415(c)(2) of the Code in effect for that limitation year.




                                      A-2
<PAGE>   35


                                   SECTION 3.

         In the event that an Employer maintains a defined benefit plan under
which a Member also participates, the sum of the defined benefit plan fraction
and the defined contribution plan fraction for any limitation year for any
Member may not exceed 1.0.

                 (a)      The defined benefit plan fraction for any limitation
year is a fraction:

                          (1)     the numerator of which is the projected
                 annual benefit of the Member under the defined benefit plan
                 (determined as of the close of such year); and

                          (2)     the denominator of which is the lesser of

                                  (A)      the product of 1.25, multiplied by
                 the maximum annual benefit allowable under section
                 415(b)(1)(A) of the Code, or

                                  (B)      the product of

                                        (i)  1.4, multiplied by

                                        (ii) the maximum amount which may be
                                  taken into account under section 415(b) (1)
                                  (B) of the Code with respect to the Member
                                  under the defined benefit plan for the
                                  limitation year (determined as of the close
                                  of the limitation year).

                          (b) The defined contribution plan fraction for any
                limitation year is a fraction:

                          (1) the numerator of which is the sum of a Member's
                 annual additions as of the close of the year; and

                          (2) the denominator of which is the sum of the lesser
                 of the following amounts determined for the year and for all
                 prior limitation years during which the Member was employed by
                 an Employer:

                          (A) the product of 1.25, multiplied by the dollar
                 limitation in effect under section 415(c)(1)(A) of the Code
                 for the limitation year (determined without regard to section
                 415(c)(6) of the Code); or

                          (B) the product of

                                  (i)      1.4, multiplied by

                                  (ii) the amount which may be taken into
                          account under section 415(c)(1)(B)(or section
                          415(c)(7), if applicable) of the Code with respect
                          to the Member for the limitation year.



                                      A-3
<PAGE>   36


                                   SECTION 4.

         For purposes of this Appendix A, the term "limitation year" shall mean
a Plan Year unless an Employer elects, by adoption of a written resolution, to
use any other twelve-month period adopted in accordance with regulations issued
by the Secretary of the Treasury.  For purposes of applying the limitations set
forth in this Appendix A, the term "Employer" shall mean an Employer and any
other corporations which are members of, the same controlled group of
corporations (as described in section 414(b) of the Code, as modified by
section 415(h) of the Code) as is an Employer, any other trades or businesses
(whether or not incorporated) under common control (as described in section
414(c) of the Code, as modified by section 415(h) of the Code) with an
Employer, any other corporations, partnerships, or other organizations which
are members of an affiliated service group (as described in section 414(m) of
the Code) with an Employer, and any other entity required to be aggregated with
an Employer pursuant to regulations under section 414(o) of the Code.

                                   SECTION 5.

         For purposes of applying the limitations of this Appendix A, all
defined contribution plans maintained or deemed to be maintained by an Employer
shall be treated as one defined contribution plan, and all defined benefit
plans now or previously maintained or deemed to be maintained by an Employer
shall be treated as one defined benefit plan.

                                   SECTION 6.

         In the event that as a result of either the allocation of forfeitures
to the Account of a Member or a reasonable error in estimating the Member's
Annual Compensation, the annual addition allocated to the Account of a Member
exceeds the limitations set forth in Section 1 of this Appendix or if the
aggregate contributions made on for a Member under both a defined benefit plan
and a defined contribution plan, subject to the reduction of allocations in
other defined contribution plans required by Section 5 of this Appendix, cause
the aggregate limitation fraction set forth in Section 3 of this Appendix to be
exceeded, the Plan Administrator will direct the Trustee to take such of the
following actions as the Plan Administrator deems appropriate, specifying in
each case the amount or amounts of contributions involved:

                 (a)      Reduce forfeitures allocated under first the Central
Health Account and then the InfoMed Account to the Member and reallocate such
reductions to the Accounts under the Central Health Account or InfoMed Account,
as applicable, of Members who are not affected by the limitations in the same
proportion as the contributions of the Employer under the Central Health
Account and the InfoMed Account, respectively, for the year is allocated to the
Accounts under the Central Health Account or InfoMed Account, as applicable of
the Members.

                 (b)      Reduce Employer contributions made under first the
Central Health Account and then the InfoMed Account for the Member. The amount
of such reduction shall be reallocated under first the Central Health Account
and the InfoMed Account, as applicable, to the Accounts of Members who are not
affected by the limitations in the same proportion as the contribution of the
Employer for the year is allocated to the Accounts of the Members.




                                      A-4
<PAGE>   37

                                   APPENDIX B
                              TOP-HEAVY PROVISIONS

                                   SECTION 1.

         As used in this Appendix, the following words shall have the following
meanings:

         (a)     "Determination Date" means, with respect to any Plan Year, the
last day of the preceding Plan Year, or, in the case of the first Plan Year,
means the last day of the first Plan Year.

         (b)     "Key Employee" means an Employee or former Employee (including
a Beneficiary of a Key Employee or former Key Employee) who at any time during
the Plan Year containing the Determination Date or any of the four preceding
Plan Years is:

                 (1)       An officer of the Employer or of any Affiliate whose
         Annual Compensation was greater than 50% of the amount in effect under
         section 415(b)(1)(A) of the Code for the calendar year in which the
         Determination Date falls.  The term "officer" refers to those persons
         described in section 416(i)(1)(A)(i) of the Code and in applicable
         Treasury Regulations.

                 (2)      One of the ten Employees whose Annual Compensation
         more than the amount in effect under Code section 415(c)(1)(A) for the
         calendar year in which the Determination Date falls and who owns (or
         is considered as owning within section 318 of the Code) both (A) more
         than 1/2% of the outstanding stock of the Employer or an Affiliate,
         more than 1/2% of the total combined voting power of all stock of the
         Employer or an Affiliate, or more than 1/2% of the capital or profits
         interest in the Employer or an Affiliate, and (B) the largest
         percentage ownership interests in the Employer or any of its
         Affiliates.

                 (3)      An owner of 5% or more of the outstanding stock of
         the Employer or an Affiliate or of the total combined voting power of
         all stock of the Employer or an Affiliate.

                 (4)      An owner of 1% or more of the outstanding stock of the
         Employer or an Affiliate or of the total combined voting power of all
         stock of the Employer or an Affiliate, and who in such Plan Year had
         Annual Compensation from the Employer and all of its Affiliates of
         more than $150,000.

Employees other than Key Employees are sometimes referred to in this Appendix
as "non-key employees."

         (c)      "Required Aggregation Group" means:

                 (1)      each plan of the Employer and its Affiliates which
         qualifies under section 401(a) of the Code in which a Key Employee is
         a Participant and

                 (2)      each other plan of the Employer and its Affiliates
         which qualifies under section 401(a) of the Code and which enables any
         plan described in Subsection (a) of this Section to meet the
         requirements of sections 401(a)(4) or 410 of the Code.


<PAGE>   38


         (d)(1) "Top-Heavy" means:

                 (A) if the Plan is not included in a Required Aggregation
         Group, the Plan's condition in a Plan Year for which, as of the
         Determination Date:

                          (i) the present value of the cumulative Accounts
                 under the Plan for all Key Employees exceeds 60% of the
                 present value of the cumulative Accounts under the Plan for
                 all Members; and

                           (ii) the Plan, when included in every potential
                  combination, if any, with any or all of:

                                  (I)  any Required Aggregation Group, and

                                  (II) any plan of the Employer which is not
                          part of any Required Aggregation Group and which
                          qualifies under section 401(a) of the Code is part of
                          a Top-Heavy Group (as defined in Paragraph (2) of
                          this Subsection); and

                          (B) if the Plan is included in a Required Aggregation
                 Group, the Plan's condition in a Plan Year for which, as of
                 the Determination Date:

                          (i) the Required Aggregation Group is a Top-Heavy
                 Group (as defined in Paragraph (2) of this Subsection); and

                          (ii) the Required Aggregation Group, when included in
                 every potential combination, if any, with any or all of the
                 plans of the Employer and its Affiliates which are not part of
                 the Required Aggregation Group and which qualify under section
                 401(a) of the Code, is part of a Top-Heavy Group (as defined
                 in Paragraph (2) of this Subsection).

                          (C) For purposes of Subparagraphs(A)(ii) and (B)
                 (ii) of this Paragraph (I), any combination of plans must
                 satisfy the requirements of sections 401(a)(4) and 410 of the
                 Code.

                 (2) A group shall be deemed to be a Top-Heavy Group if:

                          (A) the sum, as of the Determination Date, of the
                 present value of the cumulative accrued benefits for all Key
                 Employees under all plans included in such group exceeds

                          (B) 60% of a similar sum determined for all
                 participants in such plans.

                 (3) (A) For purposes of this Section, the present value of the
                 accrued benefit for any participant in a defined contribution
                 plan as of any Determination Date or last day of a plan year
                 shall be the sum of:




                                      B-2
<PAGE>   39


                                (i)   as to any defined contribution plan
                         other than a simplified employee pension, the
                         account balance as of the most  recent
                         valuation date occurring within the plan year
                         ending on the Determination Date or last day
                         of a plan year, and

                                (ii)  as to any simplified employee pension,
                         the aggregate employer contributions, and

                                (iii) an adjustment for contributions due as
                         of the Determination Date or last day of a
                         plan year.

                 In the case of a plan that is not subject to the minimum
                 funding requirements of section 412 of the Code, the
                 adjustment in Clause (iii) of this Subparagraph (A) shall be
                 the amount of any contributions actually made after the
                 valuation date but on or before the Determination Date or last
                 day of the plan year to the extent not included under Clause
                 (i) or (ii) of this Subparagraph (A); provided, however, that
                 in the first plan year of the plan, the adjustment in Clause
                 (iii) of this Subparagraph (A) shall also reflect the amount
                 of any contributions made thereafter that are allocated as of
                 a date in such first plan year. In the case of a plan that is
                 subject to the minimum funding requirements, the account
                 balance in Clause (i) and the aggregate contributions in
                 Clause (ii) of this Subparagraph (A) shall include
                 contributions that would be allocated as of a date not later
                 than the Determination Date or last day of a plan year, even
                 though those amounts are not yet required to be contributed,
                 and the adjustment in Clause (iii) of this Subparagraph (A)
                 shall be the amount of any contribution actually made (or due
                 to be made) after the valuation date but before the expiration
                 of the extended payment period in section 412(c)(10) of the
                 Code to the extent not included under Clause (i) or (ii) of
                 this Subparagraph (A).

                          (B) For purposes of this Subsection, the present
                 value of the accrued benefit for any participant in a defined
                 benefit plan as of any Determination Date or last day of a
                 plan year must be determined as of the most recent valuation
                 date which is within a 12-month period ending on the
                 Determination Date or last day of a plan year as if such
                 participant terminated as of such valuation date; provided,
                 however, that in the first plan year of a plan, the present
                 value of the accrued benefit for a current participant must be
                 determined either (i) as if the participant terminated service
                 as of the Determination Date or last day of a plan year or
                 (ii) as if the participant terminated service as of such
                 valuation date, but taking into account the estimated accrued
                 benefit as of the Determination Date or last day of a plan
                 year. For purposes of this Subparagraph (B), the valuation
                 date must be the same valuation date used for computing plan
                 costs for minimum funding, regardless of whether a valuation
                 is performed that year. The actuarial assumptions utilized in
                 calculating the present value of the accrued benefit for any
                 participant in a defined benefit plan for purposes of this
                 Subparagraph (B) shall be established by the Plan
                 Administrator after consultation with the actuary for the
                 plan, and shall be reasonable in the aggregate and shall
                 comport with the requirements set forth in section 1.416-1,
                 Q&A T-26 & T-27, of the Treasury Regulations.




                                      B-3
<PAGE>   40


                          (C) For purposes of determining the present value of
                 the cumulative accrued benefit under a plan for any
                 participant in accordance with this Subsection, the present
                 value shall be increased by the aggregate distributions made
                 with respect to the participant (including distributions paid
                 on account of death to the extent they do not exceed the
                 present value of the cumulative accrued benefit existing
                 immediately prior to death) under each plan being considered,
                 and under any terminated plan which if it had not been
                 terminated would have been in a Required Aggregation Group
                 with the Plan, during the five-year period ending on the
                 Determination Date or last day of the plan year that falls
                 within the calendar year in which the Determination Date
                 falls.

                          (D) For purposes of this Paragraph (3), participant
                 contributions which are deductible as "qualified retirement
                 contributions" within the meaning of section 219 of the Code
                 or any successor, as adjusted to reflect income, gains,
                 losses, and other credits or charges attributable thereto,
                 shall not be considered to be part of the accrued benefits
                 under any plan.

                          (E) For purposes of this Paragraph (3), if any
                 employee is not a Key Employee with respect to any plan for
                 any plan year, but such employee was a Key Employee with
                 respect to such plan for any prior plan year, any accrued
                 benefit for such employee shall not be taken into account.

                          (F) For purposes of this Paragraph (3), if any
                 employee has not performed any service for any Employer or
                 Affiliate maintaining the plan during the five-year period
                 ending on the Determination Date, any accrued benefit for that
                 employee shall not be taken into account.

                          (G) (i) In the case of an "unrelated rollover" (as
                 defined below) between plans which qualify under section
                 401(a) of the Code, (a) the plan providing the distribution
                 shall count the distribution as a distribution under
                 Subparagraph (C) of this Paragraph (3), and (b) the plan
                 accepting the distribution shall not consider the distribution
                 part of the accrued benefit under this Section: and

                 (ii) in the case of a "related rollover" (as defined below)
         between plans which qualify under section 401(a) of the Code, (a) the
         plan providing the distribution shall not count the distribution as a
         distribution under Subparagraph (C) of this Paragraph (3), and (b) the
         plan accepting the distribution shall consider the distribution part
         of the accrued benefit under this Section.

An "unrelated rollover" is a rollover as defined in sections 402(a)(5) (section
402(c) beginning January 1, 1993) or 408(d)(3) of the Code or a plan-to-plan
transfer which is both initiated by the participant and made from a plan
maintained by one employer to a plan maintained by another employer where the
employers are not Affiliates, or a plan-to-plan transfer which is either not
initiated by the participant or made to a plan maintained by an Employer or an
Affiliate.




                                      B-4
<PAGE>   41


                                   SECTION 2.

                 (a)      Notwithstanding anything contained in the Plan to the
contrary, except as otherwise provided in Subsection (b) of this Section, in
any Plan Year during which the Plan is Top-Heavy, allocations of Employer
contributions and forfeitures for the Plan Year for the Account of each Member
who is not a Key Employee and who has not separated from service with the
Employer prior to the end of the Plan Year shall not be less than 3% of the
Member's Annual Compensation. For purposes of this Subsection, an allocation to
a Member's Account resulting from any Employer contribution attributable to a
salary reduction or similar arrangement shall not be taken into account.

                 (b)      (1) The percentage referred to in Subsection (a) of
this Section for any Plan Year shall not exceed the percentage at which
allocations are made or required to be made under the Plan for the Plan Year
for the Key Employee for whom the percentage is highest for the Plan Year. For
purposes of this Paragraph, an allocation to the Account of a Key Employee
resulting from any Employer contribution attributable to a salary reduction or
similar agreement shall be taken into account.

                          (2) For purposes of this Subsection (b), all defined
contribution plans which are members of a Required Aggregation Group shall be
treated as part of the Plan

                          (3)     This Subsection (b) shall not apply to any
plan which is a member of a Required Aggregation Group if the plan enables a
defined benefit plan which is a member of the Required Aggregation Group to
meet the requirements of sections 401(a)(4) or 410 of the Code.

                                   SECTION 3.

         In any limitation year (as defined in Section 4 of Appendix A to the
Plan) which contains any portion of a Plan Year in which the Plan is Top-Heavy,
the number "1.0" shall be substituted for the number "1.25" in Section 3 of
Appendix A to the Plan.

                                   SECTION 4.

         In any Plan Year during which the Plan is Top-Heavy, a Member's
interest in his Account shall not vest at any rate which is slower than the
following schedule:

<TABLE>
<CAPTION>
                          Full Year of             Percentage
                          Vesting Service            Vested
                          ---------------          ----------
                          <S>                          <C>

                          Less than 1                     0%
                                  1                     10%
                                  2                     20%
                                  3                     40%
                                  4                     60%
                                  5                     80%
                          6 or more                     100%
</TABLE>





                                      B-5
<PAGE>   42


The Schedule set forth above shall be inapplicable to a Member who has failed
to perform an Hour of Service after the Determination Date on which the Plan
has become Top-Heavy.  When the Plan ceases to be Top-Heavy, the Schedule set
forth above shall cease to apply; provided however, that the provisions of the
Section dealing with changes in the vesting schedule shall apply.





                                      B-6
<PAGE>   43


               FIRST AMENDMENT TO SIMIONE CENTRAL HOLDINGS, INC.
              PROFIT SHARING PLAN (FORMERLY INFOMED HOLDINGS, INC.
                  PROFIT SHARING PLAN PRIOR TO THE ADOPTION OF
                                THIS AMENDMENT)

         THIS INDENTURE made on the 14th day of February, 1997, by Simione
Central Holdings, Inc., a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Company");

                                  INTRODUCTION

         On December 19, 1996, the name of InfoMed Holdings, Inc. was changed
to "Simione Central Holdings, Inc." Accordingly, the Company desires to amend
the InfoMed Holdings, Inc. Profit Sharing Plan (the "Plan") to reflect that
name change.

         NOW, THEREFORE, the Company does hereby amend the Plan effective
December 19, 1996, by changing the name of the Plan to the "Simione Central
Holdings, Inc. Profit Sharing Plan" and by changing all references in the Plan
from "InfoMed Holdings, Inc." to "Simione Central Holdings, Inc."

         Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.

         IN WITNESS WHEREOF, the Company has executed this First Amendment as
of the day and year first above written.

                                SIMIONE CENTRAL HOLDINGS, INC.

                                By: /s/ James A. Tramonte
                                   ------------------------------------------

                                Title: Secretary
                                      ---------------------------------------