<PAGE>   1
                                                                   Exhibit 10.21


                          QUALITY CARE SOLUTIONS, INC.

                           SOFTWARE LICENSE AGREEMENT

This License is made and entered by and between Quality Care Solutions, Inc., a
Nevada corporation with it's principal place of business at 5030 E. Sunrise
Drive, Phoenix, AZ 85044 (hereinafter referred to as "QCSI"), and Motion Picture
Industry Health Plan, a California domicile trust with it's principal place of
business at 11365 Ventura Boulevard, Studio City, CA 91604-3148 (hereinafter
referred to as "CLIENT").

I.   Term. Provided that all fees and costs are paid timely, and CLIENT complies
     with the terms and conditions of this License, the initial term of this
     License shall be for a period of five (5) years beginning on the first day
     of the month after the date of execution of this License. Thereafter, the
     term of this License shall automatically be extended for consecutive
     additional terms of one (1) year each, unless either Party provides the
     other with written notice of such Party's intention not to extend the term
     at least one hundred twenty (120) days prior to the end of the initial term
     or any subsequent term.

II.  Licensed Software. CLIENT shall license QMACS Version 4 according to the
     terms and conditions herein. This License does not entitle CLIENT to New
     Software, customized versions or "beta" versions of the QMACS Software not
     yet generally released to all licensees of QMACS Software. QMACS Version 4
     shall include the following modules: benefit, member/enrollment, provider/
     PCP auto assign, contract, authorization/referral, claims/encounters, call
     tracking/customer service, credentialing, report administrator, policy,
     employer, security, payment manager, finance manager and static
     configuration of rules.

III. Validation Testing. CLIENT shall test Software, using QCSI's hardware and
     Software and CLIENT's data ("Validation Test"), that Software performs
     according to Documentation (as defined in the QCSI Quality Commitment
     Guide, which is incorporated herein by reference) and Exhibit B, "Success
     Criteria". CLIENT will initiate Validation Test no later than six (6)
     months (unless there is mutual agreement by both parties herein) after the
     effective date of this License and the Validation Test will be limited to
     no more than [****] ("Test Period"). If the Software is performing
     according to the Documentation and Exhibit B, CLIENT will provide QCSI with
     written acceptance within ten (10) days after the end of the Test period.
     If the Software does not perform according to the Documentation, CLIENT
     will provide to QCSI a written summary of any anomalies within ten (10)
     days at the end of the Test Period. If such summary of anomalies is not
     received within ten (10) days after the end of the "Test Period", it shall
     be interpreted as acceptance of the Software by CLIENT. QCSI will have
     [****] in which to respond to any anomalies from the Documentation. If such
     anomalies from the Documentation are not corrected within a [****] time
     period, this shall constitute material breach of this License.

IV.  Demonstration of Scanning Integration. QCSI shall provide a demonstration
     to CLIENT by June 2000 of the scanning integration capabilities of the
     Software. The scanning integration capabilities of the Software shall meet
     the specifications set forth in the Documentation.

V.   Amendment of License - Terms and Conditions.

     A.   Section I.c) of the License is hereby amended by adding the following
          to the end of the section:

               "Nothing in this Section shall prohibit CLIENT from sharing their
               data with third parties for the purpose of data analysis."

     B.   Section I.d) of the License is hereby amended by adding the following
          sentence to the end of the section:

               "Reports, documents, letters, identification cards and any of
               CLIENT's data and all copies thereof shall not be considered to
               be derivative works or modifications of the Software."

     C.   Section I.g) of the License is hereby amended by adding the following
          section to the end of the section:

               "QCSI agrees that all CLIENT's data is owned by CLIENT and will
               be retained by CLIENT upon termination of this License."

     D.   Section II.c) of the License is hereby amended by adding the
          following to the end of the section:

               "Software shall be capable of accepting and processing electronic
               data according to QCSI specifications."

     E.   Section II.f) of the License is hereby amended by deleting the first
          sentence in its entirety and replacing it with the following:

               "QCSI, upon prior approval by CLIENT, may reference CLIENT in
               advertising and promotional materials concerning the sale and
               promotion of Software including listing CLIENT's name."

     F.   Section III.a) of the License is hereby amended by adding the
          following to the end of the section:

               "QCSI hereby warrants that all of the date-related functions of
               the Software will accurately reflect the change from the year
               1999 to the year 2000 and beyond, including leap year
               calculations, provided that any hardware, third-party software,
               and operating system used with the Software accurately reflect
               the change and do not affect the Software."

     G.   Section III.f) of the License is hereby amended by deleting the last
          sentence of the section and replacing in its entirety by the
          following:


                                     Page 1

Software License Agreement
(C) Quality Care Solutions, Inc.
Rev. 01/26/00



                    **** - Confidential treatment requested
<PAGE>   2
               "QCSI shall provide a refund in the amount of twelve (12) months
               of License fees paid on a pro-rata basis."

     H.   Section II.e) of the License is hereby amended by adding the
          following to the end of the section;

               "Upon delivery to CLIENT of the copy of the Source Code held in
               escrow, CLIENT shall have the right to use such Source Code, to
               modify and/or update the Software and/or for any other purpose
               permitted hereunder with respect to the Software and CLIENT shall
               have the right to use such modified and/or updated Software for
               any purpose permitted hereunder with respect to the Software."

IN WITNESS WHEREOF, the Parties hereto have executed this License effective the
first (1st) day of the month following its execution:


QUALITY CARE SOLUTIONS, INC.              CLIENT

By:  /s/ Gregory S. Anderson               By: /s/ Thomas A. Zimmerman
    _____________________________             _____________________________
Name:    Gregory S. Anderson              Name: Thomas A. Zimmerman

Title:   Chief Executive Officer          Title:   _____________________________

Date:    2/2/00                           Date: 1/31/00

                                     Page 2

Software License Agreement
(C) Quality Care Solutions, Inc.
Rev. 01/26/00
<PAGE>   3
                          QUALITY CARE SOLUTIONS, INC.

                                SOFTWARE LICENSE

                               TERMS & CONDITIONS


I.   SOFTWARE LICENSE GRANT

a)   Grant of License. QCSI hereby grants to CLIENT a non-exclusive,
     non-transferable license ("License") to use QCSI software programs, systems
     and related documentation identified on the front page of this License
     ("Software"). This License is expressly made and granted subject to the
     terms, conditions, limitations and restrictions as set forth herein.

b)   Fees. To maintain its License hereunder, CLIENT shall pay to QCSI all fees
     and costs as provided in Exhibit A to this License.

c)   Sole Use. This License authorizes CLIENT to use Software only for CLIENT's
     own internal purposes. CLIENT shall not allow any third party to access,
     copy or use Software, nor shall it use Software to provide time-sharing or
     data processing services to a third party without a separate written
     agreement with QCSI. CLIENT is prohibited to re-license, rent, lease or
     provide application hosting of Software without QCSI's express written
     permission.

d)   Ownership/Derivative Works/Safeguard. Software, documentation, training
     materials, plans, prices, configurations, specifications, techniques,
     algorithms, schemas, screen prints and processes contained herein, or any
     modification, extraction, or extrapolations thereof, are the property and
     trade secrets of QCSI and are subject to copyright protections. Any
     copyright notice does not imply unrestricted or public access. No
     duplication, usage, disclosure, or publication thereof, in whole or in
     part, for any purpose is permitted, except that which is expressly
     permitted by this license or other written permission of QCSI. CLIENT shall
     include in all copies made by it notices of copyright and other proprietary
     rights included by QCSI in or on Software. Software documentation is
     provided to CLIENT only for the duration of this License and only for
     facilitating Software use by CLIENT. CLIENT specifically agrees that any
     derivative works or modifications of Software shall be the property of QCSI
     and CLIENT hereby assigns all title and ownership interest therein to QCSI.
     Derivative works are any modifications of Software or work, which is based
     on Software source or object code, or which requires Software to function.
     Such derivative works shall be deemed Software for the purposes of this
     License however, QCSI's representations, warranties and liabilities shall
     not extend to derivative works and modifications. CLIENT agrees to
     safeguard all code against non-licensed use, copying, transfer or
     inspection by any third party. CLIENT shall require all persons and
     entities to whom CLIENT has granted authority to save data or who have
     access to any Executable Code to execute and submit to QCSI a
     confidentiality agreement.

e)   Breach. In the event of a breach or the threat of a breach of this License,
     QCSI, in addition to any other remedies it may have at law or in equity,
     shall be entitled to a restraining order, preliminary injunction, and other
     appropriate relief so as to specifically enforce the terms of this License,
     and any other agreement entered into in conjunction with this license.
     CLIENT agrees that a breach of this License would cause QCSI irreparable
     injury. This License may be terminated with ninety (90) days prior written
     notice if either Party fails to comply with the terms, conditions or any
     covenant under this License and fails to perform or cure the same within
     forty-five (45) days of receipt of written notice.

f)   Loss or Damages to Software. In case of loss, damage, or destruction of any
     of the Software, QCSI will replace it at the written request of CLIENT.
     CLIENT shall pay QCSI's reasonable reproduction and delivery expenses for
     such replacement.

g)   Obligations Upon Termination. Upon expiration or termination of the
     License, all copies of Software shall promptly be delivered to QCSI or
     destroyed by CLIENT, and CLIENT shall certify the same in writing within
     ninety (90) days of termination.

II.  MISCELLANEOUS

a)   Software Delivery. QCSI will deliver at least one machine-readable copy of
     Software. QCSI agrees to provide one (1) hardcopy and one (1) electronic
     copy of Software documentation to CLIENT as such documentation is published
     or updated.

b)   Standard Reports. QCSI will deliver a limited set of standard reports with
     Software. CLIENT acknowledges that third-party report writing software
     tools are required to create new reports or modify QCSI's standard reports.
     The license fee, support and training cost for third-party report writing
     tools are not included in this License and must be acquired separately.
     CLIENT acknowledges that QCSI's standard reports are templates and examples
     of reports QCSI has developed for non-specific use. The CLIENT acknowledges
     responsibility for the design, development and production of its own
     reports, documents, letters and identification cards to be used in
     conjunction with Software.

c)   Electronic Data Interface (EDI) Engine. QCSI will deliver a method to
     facilitate electronic data import and export to and from Software database.

d)   Reference Data. QCSI agrees to provide the minimal reference data as
     required to configure and test Software. CLIENT is responsible for the
     annual procurement, update and maintenance of all reference data required
     to operate Software. QCSI agrees to provide the data table structure and
     interface method to facilitate loading, editing and maintenance of
     reference data required to operate Software.

e)   Escrow Statement. QCSI shall maintain a copy of the most recent Source Code
     for Software with Ft. Knox Escrow Services Inc. or a trustee mutually
     acceptable to QCSI and CLIENT. In the event QCSI becomes insolvent, makes
     an assignment of assets for the benefit of creditors, has a trustee or
     receiver appointed (either voluntary or involuntarily), is adjudicated
     bankrupt, or involuntary bankrupt proceedings are commenced against QCSI or
     receiver, or commences any dissolution or liquidation proceedings, then the
     trustee shall be directed to deliver the Source Code to CLIENT. CLIENT
     shall provide written notification to both QCSI and trustee of intention to
     access Source Code. QCSI shall notify CLIENT who the appointed trustee is,
     and give notice prior to any of the actions mentioned herein. CLIENT shall
     pay or reimburse QCSI for any costs of Source Code escrow, escrow
     maintenance or Source Code access.

f)   Marketing. QCSI may, in its sole discretion, reference CLIENT in
     advertising and promotional materials concerning the sale and promotion of
     Software including listing CLIENT's name. When a specific advertisement or
     promotion containing only the


                                     Page 1

(C) Quality Care Solutions, Inc.
Software License
Rev. 11/01/99
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   4
     CLIENT's name is planned, QCSI will obtain CLIENT's written permission
     before such use. QCSI shall also obtain CLIENT's written permission before
     use of any logo of the CLIENT.

g)   Privacy Act. QCSI agrees and warrants that the Software will meet current
     federal requirements under the Privacy Act of 1987 (the "Act"). QCSI
     further agrees and warrants that it has in place internal controls, which
     will satisfy the security and privacy requirements of the Act.

III. LIMITED WARRANTY, PATENT, AND COPYRIGHT INFRINGEMENT

a)   Limited Warranty. QCSI warrants that it shall remedy any anomaly as defined
     by QCSI policies and procedures within QCSI's support policy response time.
     This warranty is conditional upon CLIENT's computing environment being
     consistent with QCSI's recommended hardware and software specifications and
     in good working order and further provided that the Software has been
     properly used and has not been modified and/or serviced by an entity other
     than QCSI. QCSI does not warrant that Software will meet CLIENT's
     requirements or will operate in the combinations which may be selected for
     use by CLIENT, or that the operation of Software will be uninterrupted or
     error free. This warranty does not extend to Software modified by CLIENT,
     for anomalies due to CLIENT misuse of third-party products or for Software,
     which is more than one version past QCSI's latest released version. QCSI's
     warranty covers only service to correct anomalies reported during the term
     of this License.

B)   NO OTHER WARRANTIES. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES
     EXPRESSED OR IMPLIED. QCSI HEREBY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY
     SET FORTH IN THIS LICENSE INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
     WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT
     HEREBY DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT
     EXPRESSLY SET FORTH IN THIS LICENSE.

C)   NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL QCSI BE LIABLE FOR
     ANY DAMAGES CAUSED BY CLIENT'S FAILURE TO PERFORM CLIENT'S
     RESPONSIBILITIES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS
     OF USE OF SOFTWARE, COSTS OF RECREATING LOST DATA, OR ANY OTHER INDIRECT,
     SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF QCSI HAD BEEN ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST CLIENT BY ANY
     OTHER PARTY.

D)   LIMITATIONS ON LIABILITY AND REMEDIES. QCSI'S AGGREGATE LIABILITY FOR
     DAMAGES TO CLIENT FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
     ACTION, INCLUDING CONTRACT, TORT, COMPUTER MALPRACTICE, PRODUCTS LIABILITY,
     STRICT LIABILITY, OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF THE
     IMPLEMENTATION FEES PAID TO QCSI.

e)   Time Limitations. No action, regardless of form, arising out of this
     License may be brought by CLIENT later than two (2) years after the cause
     of action has arisen and CLIENT has (or should have) acquired knowledge
     thereof.

f)   Indemnification. QCSI promises to indemnify CLIENT, at QCSI's expense,
     against any claim that Software infringes on a valid patent, copyright, or
     trade secret in the United States. QCSI will also pay all costs, damages,
     and attorney's fees that a court finally awards as a result of such claim,
     to the limit of QCSI's liability as determined by the court. QCSI's duties
     under this section are conditioned upon the following:

     1)   CLIENT shall give QCSI prompt written notice of any actual or
          threatened claim.

     2)   QCSI shall have control of the defense of any claim and of all
          negotiations for the settlement or compromise of such claim.

     3)   CLIENT shall cooperate with QCSI in the defense or settlement of any
          claim at QCSI's expense. 4) The claim does not arise out of CLIENT's
          modification of Software or the use of Software in combination with
          anything not approved by QCSI.

     If a patent, trade secret or copyright infringement occurs, or in QCSI's
     judgment is likely to occur, QCSI, at it's option and expense, may either
     procure the right for CLIENT to continue using Software, or replace or
     modify it to be functionally equivalent so that it becomes non-infringing.
     If neither of the foregoing alternatives is reasonably available in QCSI's
     judgment, CLIENT shall return all copies of Software in question to QCSI
     upon QCSI's written request. QCSI shall refund the pro-rata cost of the
     implementation fee paid to QCSI of the specific module based on a five-year
     useful life.

IV.  GENERAL PROVISIONS

a)   Applicable Law and Arbitration. This License shall be construed and
     interpreted in accordance with the laws of the State of Arizona and the
     venue for any dispute whatsoever shall be in the Superior Court of Maricopa
     County, Arizona. In the event that the Parties are unable to resolve within
     a reasonable time any controversy, dispute or claim arising out of or in
     connection with this License, or its interpretation, performance or
     termination, binding arbitration shall be conducted in accordance with the
     rules of the Arizona Arbitration Act, A.R.S.Sections 12-1501 et seq.,
     and the Commercial Arbitration Rules of the American Arbitration
     Association ("AAA"). In the event of arbitration or litigation, the
     prevailing Party shall be entitled to recover costs and expenses including
     reasonable attorney's fees.

b)   Assignment. CLIENT has neither the power nor the right to delegate any duty
     under this License, to grant any sub-license under this License, or to
     assign or transfer the License, or any right under any agreement executed
     in connection with this License without the prior written approval of QCSI,
     which shall not be unreasonably withheld. Any attempt by CLIENT to assign
     any right or duty under this License shall be void as a matter of law.

c)   Export Act. CLIENT hereby warrants and certifies that no part of Software,
     modifications thereof, documentation thereto, applicable manual(s) or any
     related item or product will be made available or exported to any country
     in contravention of any law of the United States, including the Export
     Administration Act of 1979 and regulations relating thereto.

d)   Modification of the Agreement/Entire Agreement. This License supersedes all
     oral or written agreements, if any, between the Parties and constitutes the
     entire agreement between the parties with respect to the matters contained
     herein. Any modification, amendment, cancellation, or waiver of rights
     under this License shall be effective only if in writing signed by an
     Officer of the Party against whom enforcement of the same is sought. No
     waiver of any breach of this License shall be construed as a waiver of any
     other rights under this License. No delay in acting with regard to any
     breach shall be construed as a waiver of the breach.

                                     Page 2

(C) Quality Care Solutions, Inc.
Software License
Rev. 11/01/99
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   5
e)   Reservation of Rights. All rights of QCSI not expressly granted to CLIENT
     in writing are reserved.

f)   Severability. In the event that any provision of this License shall become
     or be unenforceable, invalid, void or voidable, the same shall be limited,
     construed or, if necessary, limited to the extent necessary to remove such
     defect and the remaining provisions shall continue to bind the Parties as
     though the unenforceable, invalid, void or voidable part are not a part of
     the License.

g)   Force Majeure. Either Party shall be excused for failures and delays in
     performance of their respective obligations under this License caused by
     war, riots or insurrections, laws and regulations, strikes, floods, fires,
     explosions, or other catastrophes beyond the control and without the fault
     of such Party. This provision shall not, however, release such Party from
     using its best efforts to avoid or remove such cause, and such Party shall
     continue performance hereunder with the utmost dispatch whenever such
     causes are removed. Upon claiming any such excuse or delay for
     nonperformance, such Party shall give prompt notice thereof to the other
     Party.

h)   Recruitment of Personnel. During the initial and any subsequent term of
     this License and for a period of one (1) year thereafter, neither QCSI nor
     CLIENT will hire, employ or contract with directly or indirectly any key
     employee(s) of the other for a period of one hundred twenty (120) days
     following termination of such employee's employment, without the prior
     written consent of the other.

i)   Exhibits. All exhibits attached to this License are incorporated into and
     made part of this License.


                                     Page 3

(C) Quality Care Solutions, Inc.
Software License
Rev. 11/01/99
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   6
                                    EXHIBIT A

                                FEE AND SERVICES


IMPLEMENTATION SERVICES

     Upon execution of this License and upon successful completion of the
     Validation Test and in consideration for implementation services granted
     hereunder, CLIENT hereby agrees to pay QCSI the following amounts:

     [****]

     The implementation fee will be payable to QCSI in two equal installments of
     [****]. The first installment will be due upon successful completion of the
     Validation Test. The second installment of the implementation fee will be
     due to QCSI when the balance of the initial Service Unit fund is equal or
     less than one hundred (100) Service Units.

     SERVICE UNITS: [****] Service Units will be credited to CLIENT's
     Implementation Fund as follows:

              [****] Service Units will be credited upon payment of the first
              installment of the implementation fee.

              [****] Service Units will be credited upon payment of the second
              installment of the implementation fee.

     All Implementation Services rendered by QCSI on behalf of CLIENT are
     charged to the Implementation Fund. Implementation Services means all
     services rendered by QCSI on behalf of CLIENT during each Implementation
     plan phase and as governed by the QCSI Quality Commitment Guide, which is
     incorporated herein by reference.

SOFTWARE LICENSE FEE

     In consideration for the license granted hereunder, CLIENT hereby agrees to
     pay QCSI the following Software License Fee:

          [****] dollars [****] - Level A below

     Such Software License fee shall be paid as follows:

     $ [****] due upon execution of this License, which is refundable if
         Validation Test is not successful
     $ [****] due upon successful completion of the Validation Test and upon
         initiation of implementation
     $ [****] due upon Go-live

     Go-live is defined as the date on which CLIENT begins using the Software to
     enroll or manage membership, administer providers, record or issue
     authorizations or pay claims in a parallel, pre-production or production
     environment.

     MEMBERSHIP ADJUSTMENTS

     Effective in the year 2000, CLIENT's active membership levels during the
     prior three (3) month period will be measured quarterly on March 31st, June
     30th, September 30th and December 31st. If membership has exceeded the
     previously measured membership level, the difference between the new
     Software License Fee and the previously paid Software License Fee shall be
     invoiced by QCSI and paid by CLIENT within thirty (30) days of invoice date
     by CLIENT.

     CLIENT hereby agrees to permit QCSI electronic access to CLIENT's
     enrollment database for determining the count of active members for
     Software License Fee billing purposes. QCSI shall keep strictly
     confidential and shall not disclose or use any data which QCSI obtains
     pertaining to any of the members of CLIENT other than the actual number of
     members which QCSI is permitted to use solely for the purpose of
     calculating amounts due under this License. In the event QCSI is unable to
     determine the proper enrollment, CLIENT agrees to accept QCSI's reasonable
     estimation of the enrollment. All estimations of active members will be
     reconciled within ninety (90) days to a corrected amount.

     Active members are defined as covered persons indicated as "active" in
     CLIENT's QMACS transaction database eligible for a plan for which CLIENT is
     providing administrative services (e.g., utilization management, claims
     processing, membership eligibility).

<TABLE>
<CAPTION>
            LEVEL            ACTIVE MEMBERS         SOFTWARE LICENSE FEE
<S>                        <C>                      <C>
              A               [****]                     [****]
              B               [****]                     [****]
              C               [****]                     [****]
              D               [****]                     [****]
              E               [****]                     [****]
              F               [****]                     [****]
              G               [****]                     [****]
</TABLE>


                                     Page 1
Exhibit A - Fees and Services
(C) Quality Care Solutions, Inc.
Rev. 01/26/00
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------

                    **** - Confidential treatment requested
<PAGE>   7
<TABLE>
<S>                       <C>                            <C>
              H                 [****]                     [****]
              I                 [****]                     [****]
              J                 [****]                     [****]
              K                 [****]                     [****]
              L                 [****]                     [****]
              M                 [****]                     [****]
              N                 [****]                     [****]
              O                 [****]                     [****]
              P                 [****]                     [****]
              Q                 [****]                     [****]
              R                 [****]                     [****]
              S                 [****]                     [****]
              T                 [****]                     [****]
              U                 [****]                     [****]
              V                 [****]                     [****]
              W                 [****]                     [****]
              X                 [****]                     [****]
              Y                 [****]                     [****]
              Z                 [****]                     [****]
              A2                [****]                     [****]
              B2                [****]                     [****]
              C2                [****]                     [****]
              D2                [****]                     [****]
              E2                [****]                     [****]
              F2                [****]                     [****]
              G2                [****]                     [****]
              H2                [****]                     [****]
              I2                [****]                     [****]
              J2                [****]                     [****]
              K2                [****]                     [****]
</TABLE>

SUPPORT FEE

     Upon completion of implementation (end of Migration phase per IMPACT), for
     post-implementation support provided by QCSI as defined in the QCSI Quality
     Commitment Guide, CLIENT shall, on an annual basis, pay a Support Fee in an
     amount equal to      [****]       of the Software License Fee corresponding
     to the highest Active Members level above incurred in that calendar year.
     CLIENT shall pay Support Fees within thirty (30) days of invoice date.
     Support Fees shall be assessed on an annual basis January of every year
     during the term of this License.

     The         [****]         is applied as follows:          [****]
     entitles CLIENT to Software updates and releases, which can include anomaly
     fixes and enhancements to existing functionality;      [****]       will
     accrue directly into Service Units.

     Support shall be delivered in accordance with the QCSI Quality Commitment
     Guide, which is incorporated herein by reference.

COMMUNICATION LINK

     CLIENT and QCSI will establish a mutually agreeable communication link, for
     the purposes of QCSI provided-support, according to QCSI specifications.

PAYMENT GUIDELINES

LATE PAYMENT AND INTEREST

If fees herein are not paid within thirty (30) days of invoice date, QCSI will
assess a late payment penalty of five percent (5.00%) of the fees due. Any
payment, which is more than thirty (30) days late, will accrue interest at the
rate of twelve percent (12.00%) per annum until paid in full. QCSI shall have
the right to suspend all its obligations under this License in the event that
any payment is more than forty-five (45) days late. QCSI shall notify CLIENT in
writing at least 15 days before suspending its obligations for late or
non-payment.


                                     Page 2
Exhibit A - Fees and Services
(C) Quality Care Solutions, Inc.
Rev. 01/26/00
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------

                    **** - Confidential treatment requested
<PAGE>   8
In the event that CLIENT determines in its reasonable judgment that a billing
error has occurred, CLIENT must notify QCSI in writing within thirty (30) days
of receipt of such erroneous items. CLIENT agrees to pay all undisputed items on
an invoice, which may have disputed items contained thereon. QCSI agrees that no
late payment penalty shall be applicable for contested invoice items until
thirty (30) days following QCSI's response to CLIENT's notice of billing error.

TRAVEL AND EXPENSE GUIDELINES

CLIENT agrees to reimburse or pay QCSI for reasonable travel, lodging, and
meals, which are incurred by QCSI at the CLIENT's office within fifteen (15)
days of receipt of invoice for reimbursement of expenses.


                                     Page 3
Exhibit A - Fees and Services
(C) Quality Care Solutions, Inc.
Rev. 01/26/00
                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   9
                          QUALITY CARE SOLUTIONS, INC.

                           SOFTWARE LICENSE AGREEMENT

This License is made and entered by and between Quality Care Solutions, Inc., a
Nevada corporation with it's principal place of business at 5030 E. Sunrise
Drive, Phoenix, AZ 85044 (hereinafter referred to as "QCSI"), and Motion Picture
Industry Health Plan, a California domicile trust with it's principal place of
business at 11365 Ventura Boulevard, Studio City, CA 91604-3148 (hereinafter
referred to as "CLIENT").

I.   Term. Provided that all fees and costs are paid timely, and CLIENT complies
     with the terms and conditions of this License, the initial term of this
     License shall be for a period of five (5) years beginning on the first day
     of the month after the date of execution of this License. Thereafter, the
     term of this License shall automatically be extended for consecutive
     additional terms of one (1) year each, unless either Party provides the
     other with written notice of such Party's intention not to extend the term
     at least one hundred twenty (120) days prior to the end of the initial term
     or any subsequent term.

II.  Licensed Software. CLIENT shall license QMACS Version 4 according to the
     terms and conditions herein. This License does not entitle CLIENT to New
     Software, customized versions or "beta" versions of the QMACS Software not
     yet generally released to all licensees of QMACS Software. QMACS Version 4
     shall include the following modules: benefit, member/enrollment,
     provider/PCP auto assign, contract, authorization/referral,
     claims/encounters, call tracking/customer service, credentialing, report
     administrator, policy, employer, security, payment manager, finance manager
     and static configuration of rules.

III. Validation Testing. CLIENT shall test Software, using QCSI's hardware and
     Software and CLIENT's data ("Validation Test"), that Software performs
     according to Documentation (as defined in the QCSI Quality Commitment
     Guide, which is incorporated herein by reference) and Exhibit B, "Success
     Criteria". CLIENT will initiate Validation Test no later than six (6)
     months (unless there is mutual agreement by both parties herein) after the
     effective date of this License and the Validation Test will be limited to
     no more than fourteen (14) days ("Test Period"). If the Software is
     performing according to the Documentation and Exhibit B, CLIENT will
     provide QCSI with written acceptance within ten (10) days after the end of
     the Test period. If the Software does not perform according to the
     Documentation, CLIENT will provide to QCSI a written summary of any
     anomalies within ten (10) days at the end of the Test Period. If such
     summary of anomalies is not received within ten (10) days after the end of
     the "Test Period", it shall be interpreted as acceptance of the Software by
     CLIENT. QCSI will have six (6) months in which to respond to any anomalies
     from the Documentation. If such anomalies from the Documentation are not
     corrected within a six (6) month time period, this shall constitute
     material breach of this License.

IV.  Demonstration of Scanning Integration. QCSI shall provide a demonstration
     to CLIENT by June 2000 of the scanning integration capabilities of the
     Software. The scanning integration capabilities of the Software shall meet
     the specifications set forth in the Documentation.

V.   Amendment of License - Terms and Conditions.

     A.   Section I.c) of the License is hereby amended by adding the following
          to the end of the section:

               "Nothing in this Section shall prohibit CLIENT from sharing their
               data with third parties for the purpose of data analysis."

     B.   Section I.d) of the License is hereby amended by adding the following
          sentence to the end of the section:

               "Reports, documents, letters, identification cards and any of
               CLIENT's data and all copies thereof shall not be considered to
               be derivative works or modifications of the Software."

     C.   Section I.g) of the License is hereby amended by adding the following
          section to the end of the section:

               "QCSI agrees that all CLIENT's data is owned by CLIENT and will
               be retained by CLIENT upon termination of this License."

     D.   Section II.c) of the License is hereby amended by adding the
          following to the end of the section:

               "Software shall be capable of accepting and processing electronic
               data according to QCSI specifications."

     E.   Section II.f) of the License is hereby amended by deleting the first
          sentence in its entirety and replacing it with the following:

               "QCSI, upon prior approval by CLIENT, may reference CLIENT in
               advertising and promotional materials concerning the sale and
               promotion of Software including listing CLIENT's name."

     F.   Section III.a) of the License is hereby amended by adding the
          following to the end of the section:

               "QCSI hereby warrants that all of the date-related functions of
               the Software will accurately reflect the change from the year
               1999 to the year 2000 and beyond, including leap year
               calculations, provided that any hardware, third-party software,
               and operating system used with the Software accurately reflect
               the change and do not affect the Software."

     G.   Section III.f) of the License is hereby amended by deleting the last
          sentence of the section and replacing in its entirety by the
          following:

               "QCSI shall provide a refund in the amount of twelve (12) months
               of License fees paid on a pro-rata basis."


                                     Page 1

Software License Agreement
(C) Quality Care Solutions, Inc.
Rev. 01/26/00


                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   10
     H.   Section II.e) of the License is hereby amended by adding the
          following to the end of the section;

               "Upon delivery to CLIENT of the copy of the Source Code held in
               escrow, CLIENT shall have the right to use such Source Code, to
               modify and/or update the Software and/or for any other purpose
               permitted hereunder with respect to the Software and CLIENT shall
               have the right to use such modified and/or updated Software for
               any purpose permitted hereunder with respect to the Software."

IN WITNESS WHEREOF, the Parties hereto have executed this License effective the
first (1st) day of the month following its execution:


QUALITY CARE SOLUTIONS, INC.              CLIENT

By:      /s/ Gregory S. Anderson          By:      /s/ Thomas A. Zimmerman
         -----------------------             -------------------------------

Name:    Gregory S. Anderson              Name:    Thomas A. Zimmerman
                                               -----------------------------
Title:   Chief Executive Officer          Title:   Asst. Executive Director
                                               -----------------------------
Date:    2/2/00                           Date:    1/31/00
         -----------------------               -----------------------------


                                     Page 2

Software License Agreement
(C) Quality Care Solutions, Inc.
Rev. 01/26/00

                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------
<PAGE>   11
                                    EXHIBIT B

                                SUCCESS CRITERIA


QCSI warrants the following success criteria can be demonstrated by QCSI staff
upon Client following QCSI's recommended setup, configuration specifications,
Documentation and business processes:

-    Providers without a W-9 must have claims denied. QMACS must have
     functionality to deny providers who are not credentialed in QMACS.

-    Ability to have a secured environment for a selected population group can
     be accomplished using a separate and distinct environment, as defined by
     QCSI.

-    Bundling and Unbundling functionality according to QCSI specifications.

-    Tracking of third party liability can be accomplished through setup and
     configuration and pending for manual review.

-    Ability to run a report on payments to members.

-    Pay providers under more than one rate schedule through the use of
     plan-provider relationships and affiliations.

-    Ability to manually override claims to pay for non-configured benefits for
     members seeking payment outside of covered benefits and network with proper
     security

-    Ability to override benefits and rate schedules with proper security.

-    With the use of a standard fee table, the ability to process EIRAC claims.
     Without a standard fee table, the ability to process EIRAC claims using the
     manual override function with proper security.

-    Following standard billing and claim practices supported by QMACS, the
     ability to pay providers for outside consultant services including
     generating 1099s.

-    By modifier and/or the use of fee tables, price DME based upon rental or
     purchase.

-    Override benefit maximums.

-    The ability to report members under CLIENT's case management program using
     conditions and identify such members and move members into an alternate
     rate code.

-    Through a custom EDI program (paid by CLIENT), the ability to load in
     prescription costs by members and add to the member's lifetime maximum.
     (Because this requires a custom EDI, this criteria is outside the scope and
     timelines of the Validation Test).

-    Ability to configure separate retiree and active maximums through benefits.

-    Ability to configure industry standard physical therapy benefits.

-    Ability to suppress or generate EOBs by program/line of business.

-    Access to QMACS standard reports plus unlimited custom reporting by CLIENT
     with use of industry standard reporting tools.

-    Ability to refund overpaid members.


Mass adjudication rates and claim processor performance are dependent upon
system and edit setup and configuration, nature of CLIENT's business and
individual skills.


                                     Page 1
Exhibit B - Success Criteria
(C) Quality Care Solutions, Inc.
Rev. 01/26/00

                                                     /s/ TAZ CLIENT  /s/ GA QCSI
                                                     -------         ------