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                                  RISK FACTORS

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In addition to the other information provided or incorporated by reference in
our reports, you should consider the following factors carefully in evaluating
us and our business. Additional risks and uncertainties not presently known to
us, that we currently deem immaterial or that are similar to those faced by
other companies in our industry or business in general, such as competitive
conditions, may also impair our business operations. If any of the following
risks occur, our business, financial condition, or results of operations could
be materially adversely affected.
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CHANGES IN OUTSOURCING TRENDS IN THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES
COULD ADVERSELY AFFECT OUR OPERATING RESULTS

     Economic factors and industry trends that affect our primary customers,
     pharmaceutical and biotechnology companies, also affect our business. For
     example, the practice of many companies in these industries has been to
     hire outside organizations such as ours to conduct large clinical research
     and sales and marketing projects. This practice has grown substantially in
     the 1990s, and we have benefited from this trend. If this trend were to
     change and companies in these industries reduced their tendency to
     outsource those projects, our operations and financial condition could be
     materially and adversely affected. In addition, numerous governments have
     undertaken efforts to control growing healthcare costs through legislation,
     regulation and voluntary agreements with medical care providers and
     pharmaceutical companies. If future regulatory cost containment efforts
     limit the profits which can be derived on new drugs, our customers may
     reduce their research and development spending which could reduce the
     business they outsource to us. We cannot predict the likelihood of any of
     these events or the effects they would have on our business, results of
     operations or financial condition.

WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE PMSI AND ENVOY INTO OUR BUSINESS

     In March 1999 we completed the acquisitions of Pharmaceutical Marketing
     Services, Inc. and ENVOY Corporation. ENVOY is the largest acquisition we
     have completed to date, and PMSI is one of the largest we have ever
     completed. We may not achieve the intended benefits of the mergers with
     PMSI and ENVOY if we are unable to integrate these businesses with our own
     successfully. The PMSI and ENVOY acquisitions have expanded our lines of
     business and thus involve new risks. ENVOY is a provider of electronic data
     interchange (or "EDI") and data analysis services; PMSI provides market
     research audits and other studies for the pharmaceutical industry. If
     either of these acquisitions fails to meet our performance expectations,
     our results of operation and financial condition could be materially
     adversely affected. We could encounter a number of difficulties in the
     integration of these businesses, such as:

          -    retaining PMSI's customers among pharmaceutical companies;

          -    retaining ENVOY's EDI customers among pharmacies, health
               insurance companies, hospitals and other healthcare providers;

          -    maintaining and increasing PMSI's and ENVOY's competitive
               presence in the healthcare industry;


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          -    the ability to operate and expand the data analysis portion of
               ENVOY's business;

          -    continuing to operate each of PMSI's and ENVOY's businesses
               efficiently; or

          -    retaining key PMSI and ENVOY employees.

     For example, if either acquired company's current customers are uncertain
     about our commitment to support their existing products and services, they
     could cancel or refuse to renew current contracts. In addition, the
     combined company may be unsuccessful in expanding or retaining its
     competitive position in the current and new sectors of the healthcare
     industry in which it now operates as a result of factors such as its
     inability to properly market either acquired company's services and
     products. Furthermore, the successful integration of PMSI and ENVOY depends
     on the contribution of certain key PMSI and ENVOY employees. The loss of
     any key personnel could result in less efficient business operations for
     the combined company and could seriously harm its business.

IF COMPANIES WE ACQUIRE DO NOT PERFORM AS EXPECTED OR IF WE ARE UNABLE TO MAKE
STRATEGIC ACQUISITIONS, OUR BUSINESS COULD BE ADVERSELY AFFECTED

     A key element of our growth strategy depends on our ability to complete
     acquisitions that complement or expand our business and successfully
     integrate the acquired companies into our operations. If we are unable to
     successfully execute our acquisition strategy, there could be a material
     adverse effect on our business, results of operations and financial
     condition. In the past, some of our acquisitions performed below our
     expectations in the short term, but we experienced no impact to our
     expectations for our overall results, due in part to the size of such
     acquisitions and the performance of other areas of our business. In the
     future, if we are unable to operate the business of an acquired company so
     that its results meet our expectations, those results could have a negative
     impact on our results as a whole. The risk that our results may be affected
     if we are unable to successfully operate the businesses we acquire may
     increase in proportion with (1) the size of the businesses we acquire, (2)
     the lines of business we acquire and (3) the number of acquisitions we
     complete in any given time period.

     In 1998, we completed 11 acquisitions and announced agreements to acquire
     PMSI and ENVOY. As of June 30, 1999, we have completed another 6
     acquisitions, including PMSI and ENVOY. In addition, we are currently
     reviewing many acquisition candidates and continually evaluating and
     competing for new acquisition opportunities. Other risk factors we face as
     a result of our aggressive acquisition strategy include the following:

          -    the ability to achieve anticipated synergies from combined
               operations;

          -    integrating the operations and personnel of acquired companies,
               especially those in lines of business that differ from our
               current lines of business;

          -    the ability of acquired companies to meet anticipated revenue and
               net income targets;


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          -    potential loss of the acquired companies' key employees;

          -    the possibility that we may be adversely affected by risk factors
               present at the acquired companies, including Year 2000 risks;

          -    potential losses resulting from undiscovered liabilities of
               acquired companies that are not covered by the indemnification we
               may obtain from the sellers;

          -    risks of assimilating differences in foreign business practices
               and overcoming language barriers (for acquisitions of foreign
               companies); and

          -    risks experienced by companies in general that are involved in
               acquisitions.

     Due to these risks, we may not be able to successfully execute our
     acquisition strategy.

IF WE ARE UNABLE TO SUCCESSFULLY DEVELOP AND MARKET POTENTIAL NEW SERVICES, OUR
GROWTH COULD BE ADVERSELY AFFECTED

     Another key element of our growth strategy is the successful development
     and marketing of new services which complement or expand our existing
     business. If we are unable to succeed in (1) developing new services and
     (2) attracting a customer base for those newly developed services, we will
     not be able to implement this element of our growth strategy, and our
     future business, results of operations and financial condition could be
     adversely affected.

     For example, as a result of our acquisition of ENVOY, we are expanding our
     pharmaceutical and healthcare information and market research services.
     Providers of these services analyze healthcare information to study aspects
     of current healthcare products and procedures for use in producing new
     products and services or in analyzing sales and marketing of existing
     products. We believe that the healthcare information ENVOY processes in its
     current business could be utilized to create new data analysis services. In
     addition to the other difficulties associated with the development of any
     new service, our ability to develop this line of service may be limited
     further by contractual provisions limiting our use of the healthcare
     information or the legal rights of others that may prevent or impair our
     use of the healthcare information. Due to these and other limitations, we
     cannot assure you that we will be able to develop this type of service
     successfully. Our inability to develop new products or services or any
     delay in development may adversely affect our ability to realize some of
     the synergies we anticipate from the acquisition of ENVOY and to maintain
     our rate of growth in the future.

OUR RESULTS COULD BE ADVERSELY AFFECTED BY THE POTENTIAL LOSS OR DELAY OF OUR
LARGE CONTRACTS

     Many of our contract research customers can terminate our contracts upon
     15-90 days' notice. In the event of termination, our contracts often
     provide for fees for winding down the project. Still, the loss or delay of
     a large contract or the loss or delay of multiple contracts could adversely
     affect our future net revenue and profitability. In addition, EDI customers
     under certain circumstances may enter into contracts with other providers
     which lessen the number of transactions processed by or under our
     contracts.


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OUR BACKLOG MAY NOT BE INDICATIVE OF FUTURE RESULTS

     We report backlog based on anticipated net revenue from uncompleted
     projects that a customer has authorized. Backlog does not include
     anticipated net revenue from our transaction processing services since the
     contracts do not quantify the volume of transactions processed. We cannot
     assure you that the backlog we have reported will be indicative of our
     future results. A number of factors may affect our backlog, including:

          -    the variable size and duration of projects (some are performed
               over several years);

          -    the loss or delay of projects; and

          -    a change in the scope of work during the course of a project.

WE FACE RISKS CONCERNING THE YEAR 2000 ISSUE

     If We or Our Vendors Do Not Adequately Prepare for the Year 2000 Issue, Our
     Operations Could be Disrupted

     We are continuing to implement our Year 2000 Program described in our
     previous filings with the Securities and Exchange Commission, and we refer
     you to our Form 10-K for the fiscal year ended December 31, 1998 for
     information relating to the staffing, framework and scope of our Year 2000
     Program. We have addressed and substantially completed our assessment,
     remediation, testing and deployment of our systems relating to our
     commercialization service group. We have successfully remediated, replaced
     and migrated a substantial majority of systems in our product development
     service group and anticipate that substantial completion of these systems
     will occur by the end of the third quarter of 1999. We have evaluated the
     state of readiness of our recent acquisitions, including ENVOY, PMSI and
     SMG Marketing Group, Inc., which form the core of our QUINTERNET(TM)
     informatics services, and have integrated these acquisitions into our Year
     2000 Program. We are substantially complete with respect to the systems
     formerly owned by PMSI and SMG and anticipate that remediation, internal
     testing and deployment of former ENVOY systems will be substantially
     complete by the end of the third quarter of 1999. We expect to complete the
     core components of our Year 2000 Program before there is a significant risk
     that internal Year 2000 problems will have a material impact on our
     operations.

     Although we cannot control whether and how third parties will address the
     Year 2000 issue, we are conducting a limited evaluation of critical
     services on which we are substantially dependent. For example, we believe
     that among our most significant third party service providers are physician
     investigators who participate as independent contractors in clinical
     studies conducted through our contract research services and external
     organizations (such as pharmacies, insurance providers and medical offices)
     linked to our QUINTERNET(TM) informatics services; consequently we are
     developing a specialized process to assess and address Year 2000 issues
     arising from these relationships. We do not plan to assess how our
     customers, such as pharmaceutical and large biotechnology companies, are
     dealing with the Year 2000 issue.


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     If Our Costs of Addressing the Year 2000 Issue Exceed Our Estimates, Our
     Net Income Could Be Adversely Affected

     We estimate that the aggregate costs of our Year 2000 Program, including
     recent acquisitions, will be approximately $20.7 million, including costs
     already incurred. A significant portion of these costs, approximately $8.1
     million, are not likely to be incremental costs, but rather will represent
     the redeployment of existing resources. This reallocation of resources is
     not expected to have a significant impact on our day-to-day operations. We
     incurred total Year 2000 Program costs of $12.3 million through June 30,
     1999, of which approximately $7.5 million represented incremental expense.
     Our estimates regarding the cost, timing and impact of addressing the Year
     2000 issue are based on numerous assumptions of future events, including
     the continued availability of certain resources, our ability to meet
     deadlines and the cooperation of third parties. We cannot assure you our
     assumptions will be correct and that these estimates will be achieved.
     Actual results could differ materially from our expectations as a result of
     numerous factors, including the availability and cost of personnel trained
     in this area, unforeseen circumstances that would cause us to allocate our
     resources elsewhere, costs relating to the Year 2000 compliance status of
     acquired companies and similar uncertainties.

     We are developing business continuity plans for each service area. These
     plans are specifically created based on the unique characteristics of the
     affected service group or business unit. We will continue to develop and
     refine these plans through the fourth quarter of 1999.

     Our Business Could Be Adversely Affected if Year 2000 Issues Are Not
     Adequately Addressed in Other Parts of the World or by Companies With Which
     We Do Business

     We face both internal and external risks from the Year 2000 issue. If
     realized, these risks could have a material adverse effect on our business,
     results of operations or financial condition. Our primary internal risk is
     that our systems will not be Year 2000 compliant on time. The magnitude of
     this risk depends on our ability to achieve compliance of both internally
     and externally developed systems or to migrate to alternate systems in a
     timely fashion. The decentralized nature of our business may compound this
     risk if we are unable to coordinate efforts across our global operations on
     a timely basis. We believe that our Year 2000 Program will successfully
     address these risks, however, we cannot assure you that this program will
     be completed in a timely manner. Notwithstanding our Year 2000 Program, we
     also face external risks that may be beyond our control. Our international
     operations and our relationships with foreign third parties create
     additional risks for us, as many countries outside the United States have
     been less attuned to the Year 2000 issue. These risks include the
     possibility that infrastructural systems, such as electricity, water,
     natural gas or telephony, will fail in some or all of the regions in which
     we operate, as well as the danger that the internal systems of our foreign
     suppliers, service providers and customers will fail. Our business also
     requires considerable travel, and our ability to perform services under our
     customer contracts could be negatively affected if air travel is disrupted
     by the Year 2000 issue.

     In addition, our business depends heavily on the healthcare industry,
     including third party physician investigators, pharmacies, insurance
     providers and medical offices. The healthcare industry, and physicians'
     groups in particular, to date may not have focused on the Year 2000 issue
     to the same degree as some other industries, especially outside of major
     metropolitan centers. As a result, we face increased risk that our
     physician investigators will be unable to provide us with the data that we
     need to perform under our contracts on time, if at all. Thus, the clinical
     study involved could be slowed or brought to a halt. The failure due to a
     Year 2000 issue of an external organization on whose services we rely
     significantly could also impact our ability to process transactions in our
     informatics services. Also,


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     the failure of our customers to address the Year 2000 issue could
     negatively impact their ability to utilize our services. While we intend to
     develop contingency plans to address certain of these risks, we cannot
     assure you that any developed plans will sufficiently insulate us from the
     effects of these risks. Any disruptions resulting from the realization of
     these risks would affect our ability to perform our services. If we are
     unable to receive or process information, or if third parties are unable to
     provide information or services to us, we may not be able to meet
     milestones or obligations under our customer contracts, which could have a
     material adverse effect on our business, results of operations and
     financial condition.

IF WE LOSE THE SERVICES OF DENNIS GILLINGS OR OTHER KEY PERSONNEL, OUR BUSINESS
COULD BE ADVERSELY AFFECTED

     Our success substantially depends on the performance, contributions and
     expertise of our senior management team, led by Dennis B. Gillings, Ph.D.,
     our Chairman of the Board of Directors and Chief Executive Officer. We
     maintain key man life insurance on Dr. Gillings in the amount of $3
     million. Our performance also depends on our ability to attract and retain
     qualified management and professional, scientific and technical operating
     staff, as well as our ability to recruit qualified representatives for our
     contract sales services. The departure of Dr. Gillings, or any key
     executive, or our inability to continue to attract and retain qualified
     personnel could have a material adverse effect on our business, results of
     operations or financial condition.

OUR PRODUCT DEVELOPMENT SERVICES CREATE A RISK OF LIABILITY FROM CLINICAL TRIAL
PARTICIPANTS

     We contract with physicians to serve as investigators in conducting
     clinical trials to test new drugs on human volunteers. Such testing creates
     risk of liability for personal injury to or death of volunteers,
     particularly to volunteers with life-threatening illnesses, resulting from
     adverse reactions to the drugs administered during testing. It is possible
     third parties could claim that we should be held liable for losses arising
     from any professional malpractice of the investigators with whom we
     contract or in the event of personal injury to or death of persons
     participating in clinical trials. We do not believe we are legally
     accountable for the medical care rendered by third party investigators, and
     we would vigorously defend any such claims. Nonetheless, it is possible we
     could be found liable for those types of losses.

     In addition to supervising such tests, we also own a number of labs where
     Phase I clinical trials are conducted. Phase I clinical trials involve
     testing a new drug on a limited number of healthy individuals, typically 20
     to 80 persons, to determine the drug's basic safety. We also could be
     liable for the general risks associated with ownership of such a facility.
     These risks include, but are not limited to, adverse events resulting from
     the administration of drugs to clinical trial participants or the
     professional malpractice of Phase I medical care providers.

RELAXATION OF GOVERNMENT REGULATION COULD DECREASE THE NEED FOR THE SERVICES WE
PROVIDE

     Governmental agencies throughout the world, but particularly in the United
     States, highly regulate the drug development/approval process. A large part
     of our business involves helping pharmaceutical and biotechnology companies
     through the regulatory drug approval process. Any relaxation in regulatory
     approval standards could eliminate or substantially reduce the need for our
     services, and, as a result, our business, results of operations and
     financial condition could be materially adversely affected. Potential
     regulatory changes under consideration in the United States and elsewhere
     include mandatory substitution of generic drugs for patented drugs,
     relaxation in the scope of


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     regulatory requirements or the introduction of simplified drug approval
     procedures. These and other changes in regulation could have an impact on
     the business opportunities available to us.

FAILURE TO COMPLY WITH EXISTING REGULATIONS COULD RESULT IN A LOSS OF REVENUE

     Any failure on our part to comply with applicable regulations could result
     in the termination of ongoing clinical research or sales and marketing
     projects or the disqualification of data for submission to regulatory
     authorities, either of which could have a material adverse effect on us.
     For example, if we were to fail to verify that informed consent is obtained
     from patient participants in connection with a particular clinical trial,
     the data collected from that trial could be disqualified, and we could be
     required to redo the trial under the terms of our contract at no further
     cost to our customer, but at substantial cost to us.

PROPOSED REGULATIONS MAY INCREASE THE COST OF OUR BUSINESS OR LIMIT OUR SERVICE
OFFERINGS

     Certain of our current services relate to the diagnosis and treatment of
     disease. The confidentiality of patient-specific information and the
     circumstances under which such patient-specific records may be released for
     inclusion in our databases or used in other aspects of our business, are
     subject to substantial government regulation. Additional legislation
     governing the possession, use and dissemination of medical record
     information and other personal health information has been proposed at both
     the state and federal levels. This legislation may (1) require us to
     implement security measures that may require substantial expenditures or
     (2) limit our ability to offer some of our products and services. These and
     other changes in regulation could limit our ability to offer some of our
     products or have an impact on the business opportunities available to us.

INDUSTRY REGULATION MAY RESTRICT OUR ABILITY TO ANALYZE AND DISSEMINATE
PHARMACEUTICAL AND HEALTHCARE DATA

     As described above, the pharmaceutical industry is subject to extensive
     regulations at the federal, state and international levels, including
     limitations on the prices drug companies may charge. Such regulations may
     cause our pharmaceutical company clients to revise or reduce their
     marketing programs. In addition, we are directly subject to certain
     restrictions on the collection and use of data. Laws relating to the
     collection and use of data are evolving, as are contractual rights. We
     cannot assure you that contractual restrictions imposed by our customers,
     legislation or regulations will not, now or in the future, directly or
     indirectly restrict the analysis or dissemination of the type of
     information we gather and therefore materially adversely affect our
     operations.

CONSOLIDATION IN THE HEALTHCARE INDUSTRY MAY ADVERSELY AFFECT OUR BUSINESS

     Many healthcare providers and payors are consolidating to create larger
     healthcare organizations. This consolidation reduces the number of
     potential customers for our EDI and data analysis services, and the
     increased bargaining power of these organizations could lead to reductions
     in the amounts paid for such services. For example, payors and other
     healthcare information companies, such as billing services and practice
     management vendors, which currently utilize our EDI services, have
     developed or acquired transaction processing and networking capabilities
     and may cease utilizing our EDI services in the future. Industry
     developments are increasing the amount of capitation-based care and
     reducing the need for providers to make claims or reimbursements for
     products or services. The impact of these developments in the healthcare
     EDI and transaction processing industry, as well as the import for the
     development of new data analysis products, is difficult to predict and
     could materially adversely affect our business.


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OUR SERVICES ARE SUBJECT TO EVOLVING INDUSTRY STANDARDS AND RAPID TECHNOLOGICAL
CHANGES

     The markets for our services, particularly our QUINTERNET(TM) informatics
     services, which include our EDI and data analysis services, are
     characterized by rapidly changing technology, evolving industry standards
     and frequent introduction of new and enhanced services. To succeed, we must
     continue to:

          -    enhance our existing services;

          -    introduce new services on a timely and cost-effective basis to
               meet evolving customer requirements;

          -    achieve market acceptance for new services; and

          -    respond to emerging industry standards and other technological
               changes.

     Particularly, the current industry standard EDI platform for processing
     transactions could be replaced or supplemented by an internet platform to
     handle these transactions. Some of our competitors in the EDI business are
     beginning to implement such a platform. If others succeed in implementing
     an internet platform and are able to gain market acceptance of that
     platform, whether or not we develop and execute an internet platform, our
     EDI business could be materially adversely affected.

EXCHANGE RATE FLUCTUATIONS MAY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

     We derive a large portion of our net revenue from international operations;
     for example, we derived approximately 44.3% of our 1998 net revenue from
     outside the United States. Our financial statements are denominated in U.S.
     dollars; thus, factors associated with international operations, including
     changes in foreign currency exchange rates, could significantly affect our
     results of operations and financial condition. Exchange rate fluctuations
     between local currencies and the U.S. dollar create risk in several ways,
     including:

          -    Foreign Currency Translation Risk. The revenue and expenses of
               our foreign operations are generally denominated in local
               currencies.

          -    Foreign Currency Transaction Risk. Our service contracts may be
               denominated in a currency other than the currency in which we
               incur expenses related to such contracts.

     We try to limit these risks through exchange rate fluctuation provisions
     stated in our service contracts, or we may hedge our transaction risk with
     foreign currency exchange contracts or options. Despite these efforts, we
     may still experience fluctuations in financial results from our operations
     outside the United States, and we cannot assure you that we will be able to
     favorably reduce our currency transaction risk associated with our service
     contracts.

     On January 1, 1999, a new currency, the euro, became the legal currency for
     11 of the 15 member countries of the European Economic Community. Between
     January 1, 1999 and January 1, 2002, governments, companies and individuals
     may conduct business in these countries in both the euro and existing
     national currencies. On January 1, 2002, the euro will become the sole
     currency in these countries. We are evaluating the impact conversion to the
     euro will have on our business. In


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     particular we are reviewing (1) whether we may have to change the prices of
     our services in the different countries because they will now be dominated
     in the same currency in each country and (2) whether we will have to change
     the terms of any financial instruments in connection with our hedging
     activities described above. Based on current information and our initial
     evaluation, we do not expect the cost of any necessary corrective action to
     seriously harm our business. However, we will continue to evaluate the
     impact of these and other possible effects of the conversion to the euro on
     our business. We cannot assure you that the costs associated with the
     conversion to the euro will not in the future seriously harm our business,
     results of operations or financial condition.

WE MAY BE ADVERSELY AFFECTED BY CUSTOMER CONCENTRATION

     We have one customer that accounted for 10% of our revenues for the three
     months ended March 31, 1999. These revenues resulted from services provided
     by our product development and commercialization service groups. If this or
     any future customer of similar size decreases or terminates its
     relationship with us, our business, results of operations or financial
     condition could be materially adversely affected.

WE RELY ON SPECIFIC DATA CENTERS FOR OUR EDI BUSINESS

     Our EDI business relies on a host computer system to perform real-time EDI
     transaction processing. This host computer system is contained in a single
     data facility. The host computer system does not have a remote backup data
     center. Although the host computer system is insured, if there is a fire or
     other disaster at the data facility, our EDI business could be materially
     adversely affected.

     Our EDI business also relies on a data center operated by a third party to
     perform many of our other healthcare EDI transaction processing services.
     The facility is located in Tampa, Florida and is operated by GTE Data
     Services Incorporated, with whom we have contracted for such processing
     services. Our EDI business relies primarily on this facility to process
     batch claims and other medical EDI transaction sets. Our contract with GTE
     requires GTE to maintain continuous processing capability and a "hot site"
     disaster recovery system. This contract expires in December 2003. If the
     GTE facility's services are disrupted or delayed, our EDI business could be
     materially adversely affected.

WE CANNOT PREDICT THE NEED FOR INDEPENDENT HEALTHCARE EDI PROCESSING

     Our EDI business strategy anticipates that providers of healthcare services
     and payors will increase their use of electronic processing of healthcare
     transactions in the future. The development of the business of
     electronically transmitting healthcare transactions is affected, and
     somewhat hindered, by the complex nature and types of transactions that
     must be processed. Furthermore, while the wide variety of processing forms
     used by different payors has fostered the need for healthcare EDI and
     transaction processing clearinghouses such as ENVOY to date, if such forms
     become standardized, through consolidation of payors or otherwise, then the
     need for independent third party healthcare EDI processing could become
     less prevalent. We cannot assure you that the electronic processing of
     healthcare transactions will increase or that our EDI business will grow.

DIRECT LINKS MAY BYPASS NEED FOR OUR EDI SERVICES

     Some third party payors provide electronic data transmission systems to
     healthcare providers, thereby directly linking the payor to the provider.
     These direct links bypass third party processors like us. An


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     increase in the use of direct links between payors and providers would
     materially adversely affect our EDI business.

INCREASED COMPETITION IN THE HEALTHCARE EDI BUSINESS COULD ADVERSELY IMPACT OUR
RESULTS

     Increased competition in the healthcare EDI and transaction processing
     business could force us to reduce, or even eliminate, per transaction fees,
     which could adversely affect our results of operations. Our EDI services
     face different types of competition, any or all of which could affect our
     EDI business. Some of our competitors are similarly specialized, such as
     former regional partners of ENVOY that have direct provider relationships,
     and others are involved in more highly developed areas of the business. In
     addition, some vendors of provider information management systems include
     or may include, in their offered products, their own electronic transaction
     processing systems. If electronic transaction processing becomes the
     standard method of processing healthcare claims and information, other
     companies with significant capital resources could enter the industry.

NEW HEALTHCARE LEGISLATION OR REGULATION COULD RESTRICT OUR EDI BUSINESS

     The Health Insurance Portability and Accountability Act of 1996 requires
     the use of standard transactions, standard identifiers, security and other
     administrative simplification provisions and instructs the Secretary of
     Health and Human Services to promulgate regulations regarding these
     standards. The Act also requires the Secretary of Health and Human Services
     to develop recommendations regarding the privacy of individually
     identifiable health information. On September 11, 1997, the Secretary
     presented her recommendations, which, among other things, advise that
     patient information should not be disclosed except when authorized by the
     patient. This Act further establishes an August 1999 deadline for Congress
     to enact privacy legislation. If Congress does not meet this deadline, the
     Secretary is directed to issue regulations setting privacy standards to
     protect health information that is transmitted electronically. Such changes
     could occur as early as the year 2000, and their impact cannot be
     predicted. Such legislation or regulations could materially affect our EDI
     business. This Act also specifically names clearinghouses as the compliance
     facilitators for providers and payors, and permits clearinghouses to
     convert non-standard transactions to standard transactions on behalf of
     their clients. We are preparing to comply with the mandated standards
     within three to six months after they are published. Whether we are
     successful in complying with these standards may depend on whether
     providers, payors and others are also successful in complying with the
     standards.

     In addition, broad-based health information privacy legislation which may
     restrict third-party processors from using, transmitting or disclosing
     certain patient data without specific patient consent has recently been
     introduced in the United States Congress. If this legislation is adopted,
     it could inhibit third party processors in using, transmitting or
     disclosing certain treatment and clinical data, or make such activities
     more expensive to undertake, and hence less profitable to the EDI business.
     It is difficult to predict the impact of the legislation described above,
     but such legislation could materially adversely affect our EDI business.

UNAUTHORIZED ACCESS TO DATA CENTERS COULD ADVERSELY AFFECT OUR EDI BUSINESS

     Unauthorized access to our EDI data centers and misappropriation of our
     proprietary information could have a material adverse effect on our EDI
     business and financial results. While we believe our current security
     measures and the security measures used by third parties for whom we
     process or transmit healthcare information are adequate, such unauthorized
     access or misappropriation could occur.


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