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                                                                  EXHIBIT 10.11


                         SIMIONE CENTRAL HOLDINGS, INC.

                                SECTION 125 PLAN

                        TAX IDENTIFICATION # 58-2205244

                                   ARTICLE I

                                  INTRODUCTION

The Name of this Plan is SIMIONE CENTRAL HOLDINGS, INC. Section 125 Plan.

1.1      Purpose of Plan. The purpose of this Plan is to provide eligible
         employees a choice of receiving certain tax free fringe benefits or
         taxable income.

1.2      Cafeteria Plan Status. The Plan will be a flexible benefits plan and
         is intended to qualify as a "cafeteria plan" under Section 125 of the
         Internal Revenue Code of 1986, as amended, or successor provisions
         thereto, including any appropriate Treasury Regulations promulgated
         thereunder, and that certain benefits which an employee elects to
         receive under the Plan be eligible for exclusion from the employee's
         gross income pursuant to Section 125(a) of the Internal Revenue Code
         of 1986, as amended.

1.3      "Effective Date" is JANUARY 1, 1997.

                                   ARTICLE II

                                  DEFINITIONS

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

2.2      "Primary Sponsor" means SIMIONE CENTRAL HOLDINGS, INC.

2.3      "Administrator" means the Primary Sponsor, or such other person, or
         committee appointed from time to time by the Primary Sponsor to
         supervise the administration of the Plan.

2.4      "Plan" means a Premium Only funded Salary Reduction Benefit Plan of
         SIMIONE CENTRAL HOLDINGS, INC. as set forth herein, together with any
         and all amendments and supplements thereto.





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2.5      "Participant" means any individual who participates in the Plan in
         accordance with Article III.

2.6      "Employee" means any individual employed by a Plan Sponsor who
         qualifies for benefits as illustrated under Article IV, Section 4.1.

2.7      "Key Employee" means any person who is a key employee as defined in
         Section 416(I)(1) of the Code.

2.8      "Plan Year" means a twelve (12) month period beginning JANUARY 1 and
         ending DECEMBER 31 of each year which benefit coverage is provided.

2.9      "Plan Sponsor" means SIMIONE CENTRAL HOLDINGS, INC. and any affiliate
         of the Primary Sponsor which, with the consent of the Primary Sponsor,
         has adopted the Plan.

2.10     "Salary Reduction Agreement" shall mean a legally enforceable written
         document executed by both the Participant and a Plan Sponsor.

         "Salary Reduction" means an agreement between the Participant and a
         Plan Sponsor under which the Participant agrees to reduce his/her
         compensation or to forego all or part of the increases in such
         compensation and to have such amounts contributed by the Plan Sponsor
         to the Plan on the Participant's behalf. The Salary Reduction
         Agreement shall apply only to compensation that has not been actually
         or constructively received by the Participant as of the date of the
         agreement (after taking this Plan and Code Section 125 into account)
         and, subsequently does not become currently available to the
         Participant.

2.11     "Salary Reduction Amount" shall mean the amount which the Employee has
         elected as a reduction in this compensation.

2.12     "Insurance Coverage" means any contributions toward premiums or other
         payments which are required by a Participant to obtain coverage under
         each excess group term life or medical or dental plan maintained by a
         Plan Sponsor for the Participant, his/her spouse and/or dependents for
         the Plan Year.

                                  ARTICLE III

                                 PARTICIPATION

3.1      Commencement of Participation. No Employee shall be eligible to
         participate until the date he/she becomes eligible for any excess
         group term life insurance or medical or dental plan of a Plan Sponsor
         which requires Participant contributions. In order to participate in
         the Plan, an Employee must complete and file with a Plan Sponsor an
         application for


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         participation and such other information or documentation as may be
         required by the Company or the Plan Administrator.

3.2      Cessation of Participation. A Participant will cease to be a
         Participant as of the earlier of (a) the date on which the Plan
         terminates or, (b) the date on which he/she ceases to be an Employee
         eligible to participate under Section 3.1, or (c) the date on which
         this Plan no longer qualifies under the provisions of Section 125.

3.3      Reinstatement of Former Participant. A former Participant will become
         a Participant again if and when he/she meets the eligibility
         requirements of Section 3.1.

                                   ARTICLE IV

                               OPTIONAL BENEFITS

4.1      Available Benefit Options. A Participant may choose under this Plan to
         receive his full compensation for any Plan Year in (1) cash, or (2)
         have a portion of his compensation applied by a Plan Sponsor toward
         the cost of Insurance Coverage.

4.2      Sources of Health and/or Welfare Benefits. While the Participant may
         choose under this Plan to have a Plan Sponsor apply a part of his or
         her compensation to the cost of the benefits listed in Section 4.1,
         the welfare plan benefits will not be provided by this Plan, but by
         the applicable benefit plans themselves. The applicable welfare
         benefit plan, as amended from time to time, will govern the terms of
         coverage and benefits available.

4.3      Cash Benefit. If a Participant fails to properly make any election of
         Benefit options or does not elect any Salary Reduction, such
         Participant shall be deemed to have chosen the Cash Benefit as his/her
         sole Benefit option.

4.4      Automatic termination of election. Elections made under this Plan (or
         deemed to be made under Section 4.8) shall automatically terminate on
         the date on which the Participant ceases to be a Participant in the
         Plan.

4.5      Maximum Company contributions. The maximum amount of Plan Sponsor
         contributions under the Plan for any Participant shall be the costs
         from time to time of the most expensive benefits available to the
         Participant under all Plans listed in Section 4.1 (including the
         portion of such costs payable with nonelective Plan Sponsor
         contributions).

4.6      Election Procedure. Approximately thirty (30) days prior to the
         commencement of each Plan Year, the Administrator shall provide one or
         more written election forms and salary reduction agreements to each
         Participant and to any other Employee who is expected to become a
         Participant at the beginning of the Plan Year effective as of the
         first day of the


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         Plan Year. Each Participant who desires one or more optional benefits
         coverage described in Section 4.1 for the Plan Year shall so specify
         on the appropriate election form(s) and shall agree to a reduction in
         his/her compensation. The amount of the reduction in the Participant's
         compensation for the Plan Year for each optional benefit described in
         Section 4.1 that is elected by the Participant shall equal the
         Participant's share of the cost of such optional benefit. Each
         election form must be completed and returned to the Administrator on
         or before such date as the Administrator shall specify, which date
         shall be no later than the beginning of the first pay period for which
         the Participant's salary reduction agreement will apply.

4.7      New Participants. As soon as practicable before an Employee becomes a
         Participant under Section 3.1 or 3.3, the Administrator shall provide
         the employee with the written election forms and salary reduction
         agreements described in Section 4.6. If the Employee desires one or
         more optional benefits coverage described in Section 4.1 for the
         balance of the Plan Year, he/she shall so specify on the election
         forms and shall agree to a reduction in his/her compensation as
         provided in Section 4.6. The election forms must be completed and
         returned to the Administrator on or before such date as the
         Administrator shall specify, which date shall be no later than the
         beginning of the first pay period for which the Participant's salary
         reduction agreements will apply.

4.8      Failure to Elect. A new Participant failing to return a completed
         election form to the Administrator on or before the specified due date
         for the initial Plan Year of the Plan, or for the Plan Year in which
         he/she becomes a Participant shall be deemed to have elected to
         receive his/her full compensation in cash. An existing Participant
         failing to return a completed election form to the Administrator
         relating to the optional benefits described in Section 4.1 on or
         before the specified due date for any subsequent Plan Year, shall be
         deemed to have made the same election as was in effect as to such
         optional benefits just prior to the end of the preceding Plan Year.
         The Participant shall also be deemed to have agreed to a reduction in
         his/her compensation for the subsequent Plan Year equal to the
         Participant's share of the cost from time to time during such Plan
         Year of each such optional benefit he/she is deemed to have elected
         for such Plan Year.

4.9      Change of Elections.

         (a)      Any Participant may change a Benefit election after the Plan
                  Year (to which such election relates) has commenced, and make
                  new elections with respect to the remainder of such Plan Year
                  if the changes are necessitated by and are consistent with a
                  change in family status which is acceptable under rules and
                  regulations adopted by the Department of Treasury. Benefit
                  election changes are consistent with family status changes
                  only if the election changes are necessary or

                  appropriate as a result of the family status change. Any new
                  election under this Section 4.9 shall be effective at such
                  time as the Administrator shall prescribe, but not earlier
                  than the first pay period



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                  beginning after the election form is completed and returned
                  to the Administrator. For the purposes of this paragraph, the
                  following events shall be considered examples of a change in
                  family status:

                  (1)      the marriage or divorce of the Participant;

                  (2)      the birth or adoption of a child by the Participant;

                  (3)      the death of the Participant's spouse or a
                           Dependent;

                  (4)      the termination or commencement of employment of the
                           Participant's spouse;

                  (5)      the switching from part-time to full-time employment
                           status (or from full- time to part-time status) by
                           the Participant or the Participant's spouse;

                  (6)      the taking of an unpaid leave of absence by the
                           Participant or the Participant's spouse; or

                  (7)      a significant change in health coverage attributable
                           to the Spouse's employment.

         (b)      If the Administrator offers a group health insurance program
                  under the Plan, and a Participant has elected benefits
                  thereunder, and the independent third party insurer
                  underwriting such plan increases or decreases the premium
                  cost, the Salary Reduction Agreement of such Participant
                  shall be automatically revised accordingly. In the event of a
                  substantial increase in premium costs, if the Participant
                  elects in writing, within thirty (30) days after notice of
                  such substantial increase, to drop his/her enrollment in the
                  prior group health insurance program adopted by the
                  Administrator and offered under this plan, the Participant's
                  Salary Reduction Agreement shall be automatically revised
                  consistent with the Participant's election to participate in
                  the new group health insurance program.

4.10     Changes by Administrator. If the Administrator determines, before or
         during any Plan Year, that the Plan may fail to satisfy for such Plan
         Year any nondiscrimination requirement imposed by the Code or any
         limitation on benefits provided to Key Employees, the Administrator
         shall take such action as it deems appropriate, under rules uniformly
         applicable to similarly situated Participants, to assure compliance
         with such requirement or limitation. Such action may include, with
         limitation, a modification of elections by highly compensated
         Employees or Key Employees with or without the consent of such
         Employees.

4.11     Revocation of Salary Reduction Agreement. Except as otherwise provided
         in this Plan, a Participant's Salary Reduction Agreement shall
         continue in effect from Plan Year to Plan Year unless and until
         revoked by the Participant. Revocation must be in writing and
         delivered

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         to the Company.

4.12     Effective Date of Revocation. Except as otherwise provided in this
         Plan, any revocation delivered to the Company shall be effective on
         the first pay period of the Plan Year next following the Plan Year
         during which the revocation is received by the Company.


                                   ARTICLE V

5.1      Plan Administrator. The Primary Sponsor may serve as the Administrator
         or it may designate any entity, individual or committee or individuals
         to serve as Administrator. The administration of the Plan shall be
         under the supervision of the Administrator. It shall be a duty of the
         Administrator to see that the Plan is carried out, in accordance with
         its terms, for the exclusive benefit of persons entitled to
         participate in the Plan without discrimination among them. The
         Administrator will have full power to administer the Plan in all of
         its details, subject to applicable requirements of law. For this
         purpose, the Administrator's powers will include, but will not be
         limited to, the following authority, in addition to all other powers
         provided by this Plan:

         (a)      To make and enforce such rules and regulations as it deems
                  necessary or proper for the efficient administration of the
                  Plan, including the establishment of any claims procedures
                  that may be required by applicable provisions of law;

         (b)      To interpret the Plan and its interpretation thereof in good
                  faith to be final and conclusive on all persons claiming
                  benefits under the Plan;

         (c)      To decide all questions concerning the Plan and the
                  eligibility of any person to participate in the Plan;

         (d)      To appoint such agents, counsel, accountants, consultants,
                  and other persons as may be required to assist in
                  administering the Plan;

         (e)      To allocate and delegate its responsibilities under the Plan
                  and to designate other persons to carry out any of its
                  responsibilities under the Plan, any such allocation,
                  delegation or designation to be in writing.

         (f)      To reject elections or to limit contributions or benefits for
                  certain highly compensated Participants if it deems such to
                  be desirable in order to avoid discrimination under the Plan
                  in violation of applicable provisions of the Code;

         Notwithstanding the foregoing, any claim which arises under any excess
         group term life insurance or medical or dental plan shall not be
         subject to review under this Plan, and the


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         Administrator's authority under this Section 5.1 shall not extend to
         any matter as to which an administrator under any such plan is
         empowered to make determinations under such plan.

         The Administrator, if it is someone other than the Primary Sponsor,
         may be removed by the Primary Sponsor at anytime upon the giving of
         thirty (30) days prior written notice to the Plan Administrator. The
         Plan Administrator may resign at any time upon the giving of thirty
         (30) days prior written notice to the Primary Sponsor.

5.2      Examination of Records. The Administrator will make available to each
         Participant such of his/her records as pertain to the Participant, for
         examination at reasonable times during normal business hours.

5.3      Reliance on tables, etc. In administering the Plan, the Administrator
         will be entitled to the extent permitted by law to rely conclusively
         on all tables, valuation, certificates, opinions, and reports which
         are furnished by accountants, counsel, or other experts employed or
         engaged by the Administrator.

5.4      Nondiscriminatory exercise of authority. Whenever, in the
         administration of the Plan, any discretionary action by the
         Administrator is required, the Administrator shall exercise its
         authority in a nondiscriminatory manner so that all persons similarly
         situated will receive substantially the same treatment.

5.5      Indemnification of Administrator. The Primary Sponsor agrees to
         indemnify and to defend to the fullest extent permitted by law any
         Employees serving as the Administrator or as a member of a committee
         designated as Administrator (including any Employee or former Employee
         who formerly served as Administrator or as a member of such
         committee); also, any person serving as an enroller for the Plan,
         against all liabilities, damages, costs, and expenses (including
         attorney's fees and amounts paid in settlement of any claims approved
         by the Primary Sponsor) occasioned by any act or omission to act or
         any material used in connection with the Plan, if such act or omission
         or material is in good faith.

5.6      Assignability. Except insofar as applicable law may otherwise
         require no benefits hereunder, shall be subject in any manner
         to alienation by anticipation, sale, transfer, assignment, bankruptcy,
         pledge, attachment, charge or encumbrance of any kind, and may attempt
         to alienate, sell, transfer, assign, pledge, attach, charge or
         otehrwise encumber any such benefit, whether presently or hereafter
         acquired, shall be void.

5.7      Grievance Procedures. Any person believing that the Primary Sponsor
         has failed to apply his/her Salary Reduction Amount in accordance with
         his/her Salary Reduction Agreement may file a claim in writing for the
         additional benefits to which he/she believes he/she is entitled. The
         Plan Administrator shall do all in his/her power to help the
         Participant


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         satisfy his/her claim.

         A.       In the event that any grievance is not satisfied within sixty
                  (60) days, the Administrator shall give written notification
                  to the Participant as to the status of the grievance. If the
                  request for additional benefits is denied in whole, or in
                  part by any insurance plan, the Plan Administrator shall
                  notify the Participant in writing the specific reasons for
                  denial.

         B.       If benefits are provided or administered by an insurance
                  company which is subject to regulation under the insurance
                  laws, the claims procedure relating to these benefits may
                  provide for review. If so, that insurance company shall be
                  the entity to which claims are addressed.

                                   ARTICLE VI

                            LIMITATIONS ON BENEFITS

6.1      Nontaxable benefits provided to Employees who are classified as Key
         Employees shall not exceed twenty-five percent (25%) of the total
         nontaxable benefits provided to all Employees.

         In the event that nontaxable benefits to such Key Employees should
         exceed twenty-five percent (25%) of the total nontaxable benefits
         provided to all employees, then such Key Employees receiving benefits
         shall be treated as though they received all available taxable
         benefits under the Plan. For purposes of applying this Section, the
         term "nontaxable benefits" refers to the cost of coverage.

         A.       If the Administrator finds discrimination exists, the
                  Administrator may adjust the Salary Reduction elections of
                  Key Employees prorated until not more than twenty-five
                  percent (25%) of total nontaxable benefits are provided to
                  Key Employees.

         B.       Contributions and benefits under the Plan shall not
                  discriminate in favor of Highly Compensated Participants.

         C.       "Highly Compensated Employees" are defined in Section 125 of
                  the Code.

                                  ARTICLE VII

                            AMENDMENT OR TERMINATION

7.1      This Plan is intended to be permanent, but the Plan may be amended to
         any extent, at any time, and from time to time, or may be terminated
         at any time by the Primary Sponsor; provided, however, that the
         Primary Sponsor shall have no power to amend the Plan in



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         any manner which would deprive any Participant of any benefit which
         had accrued to the Participant prior to the effective date of such
         amendment, modification, supplementation or termination. The Primary
         Sponsor specifically reserves the right to change, cancel or modify
         all other plans and policies at any time.


                                  ARTICLE VIII

                                 MISCELLANEOUS

8.1      Information to be furnished. Participants shall provide the Plan
         Sponsor and Administrator with such information and evidence, and
         shall sign such documents, as may reasonably be requested from time to
         time for the purpose of administration of the Plan.

8.2      Limitation of rights. Neither the establishment of the Plan, nor any
         amendment thereof, nor the payment of any benefits, will be construed
         as giving to any Participant or other person any legal or equitable
         right against a Plan Sponsor or Administrator, except as provided
         herein.

8.3      Governing law. This Plan shall be construed, administered and enforced
         according to the laws of the State of GEORGIA, except to the extent
         that such laws are preempted by the laws of the United States of
         America. It is the intent of the employer that this Plan be a
         qualified "Cafeteria Plan" under the provisions of Section 125 of the
         Internal Revenue Code, and any ambiguities in the construction shall
         be interpreted in order to effectuate such intent.

8.4      Non-guarantee of employment. Nothing contained in this Plan shall be
         construed as a contract of employment between a Plan Sponsor and any
         Employee, or as a right of any Employee to be continued in the
         employment of a Plan Sponsor, or as a limitation of the right of a
         Plan Sponsor to discharge any of its Employees, with or without cause.

8.5      Non-alienation of benefits. Benefits payable under this Plan shall not
         be subject in any manner to anticipation, alienation, sale, transfer,
         assignment, pledge, encumbrance, charge, garnishment, execution, or
         levy of any kind, either voluntary or involuntary, including any such
         liability which is for alimony or other payments for the support of a
         spouse or former spouse, or for any other relative of the Employee,
         prior to actually being received by the person entitled to the benefit
         under the terms of the Plan. Any attempt to anticipate, alienate,
         sell, transfer, assign, pledge, encumber, charge, or otherwise dispose
         of any right to benefits payable hereunder, shall be void. A Plan
         Sponsor shall not in any manner be liable for, or subject to, the
         debts, contracts, liabilities, engagements, or torts of any person
         entitled to benefits hereunder.

8.6      Divestment of Benefits. Subject only to the specific provisions of
         this Plan, nothing shall be deemed to divest a Participant of a right
         to the benefit to which the Participant becomes


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         entitled in accordance with the provisions of this Plan.

8.7      Legal Contract. This Plan, together with the Salary Reduction
         Agreement executed by each Participant, is intended to be a valid
         binding and legally enforceable contract.

8.8      To the extent required by the Consolidated Omnibus Budget
         Reconciliation Act of 1985, as amended from time to time, continuation
         of coverage shall be provided in accordance with applicable law. The
         Administrator shall notify the Participant in writing within the time
         period specified by law of the Participant's rights and
         responsibilities relating to continuation coverage under COBRA.

8.9      Notice. Any notice, application, instruction, designation or other
         form of communication required to be given or submitted by any
         Participant, shall be in such form, as is prescribed from time to time
         by the Administrator, sent by first class mail or delivered in person
         to the Administrator. Any notice, statement, report or other
         communication from a Plan Sponsor or the Administrator to any
         Participant required or permitted by the Plan shall either be mailed
         by first class mail to such person at his/her address last appearing
         on the records of the Plan Sponsor, or otherwise be provided to such
         person by any other method allowed by law. Each person entitled to
         receive any benefit under the Plan shall file with the Administrator
         his/her complete mailing address and each change thereof. If the
         Administrator shall be in doubt as to whether benefits are being
         received by the person entitled thereto, it may, by registered mail
         addressed to such person at his/her address, last known to the
         Administrator, notify such person that all future benefits will be
         withheld until such person submits to the Administrator his/her proper
         mailing address and such other information as the Administrator may
         reasonably request.

8.10     Filing of Information. Each Participant shall file with the
         Administrator such pertinent information concerning himself/herself
         and his/her dependents as a Plan Sponsor or the Administrator may
         specify, and in such manner and form as a Plan Sponsor or the
         Administrator may specify or provide, and such Participant shall not
         have rights or be entitled to any benefits or further benefits
         hereunder unless such information is filed by him/her or on his/her
         behalf.



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IN WITNESS WHEREOF, the Primary Sponsor has caused this instrument to be
executed effective as of the day and year first above written.

                                     SIMIONE CENTRAL HOLDINGS, INC.

                                 Signed: /s/Gary M. Bremer
                                         -----------------------------------

                                 By:     GARY M. BREMER
                                         -----------------------------------

                                 Title:  President/CEO
                                         -----------------------------------


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