FIRST CHOICE HEALTH NETWORK, INC.
				EMPLOYMENT AGREEMENT

	This agreement is made by and between First Choice Health Network, Inc. 
(hereinafter referred to as "Employer"), and Ross D. Heyl (hereinafter 
referred to as "Heyl"), this 1st day of March, 1994.

	WHEREAS, Employer desires to secure the services of Heyl for three (3) 
years as an employee of First Choice Health Network, Inc., and whereas Heyl 
desires to accept such employment;

	NOW, THEREFORE, in consideration of the material advantages accruing 
to the parties herein and the mutual covenants contained herein, the 
parties agree as follows:

	1.   CAPACITY OF EMPLOYMENT AND GENERAL DUTIES,
Heyl will render full-time professional services to Employer in the 
capacity of Vice President, Marketing of Employer's corporation for the 
three (3) year term of this contract beginning March 1, 1994.

He will, at all times, faithfully, industriously, and to the best of his 
ability, perform all duties that may be required of him by virtue of his 
position as Vice President, Marketing and all duties set forth by Employer 
and to the reasonable satisfaction of the President & CEO.

Heyl is hereby vested with authority to act on behalf of First Choice in 
keeping with corporate policies, as amended from time to time.  In addition, 
he shall perform in the same manner any special duties assigned or delegated 
to him by the President & CEO.

	2. COMPENSATION.  In consideration for these services as Vice 
President, Marketing, Employer agrees to pay Heyl Eighty Thousand Dollars 
($80,000) per annum as base salary (Payable in twenty-four (24) 
equal installments) for the initial term under this contract.

	Heyl's base compensation for the duration of this contract will be 
increased annually, a minimum of 3% per year.  Increases to base salary will 
be effective on Heyl's adjusted anniversay date of employment (January 1).
Actual increase  amount will be determined and authorized by the President.

	In addition, Heyl will be eligible for an incentive compensation bonus, 
the terms and criteria of which will be determined by the President & CEO.  
Potential bonus award will be structured to provide a maximum of 20% of 
base pay according to performance achieved against pre-determined targets.

	3.   LEAVE DAYS, HOLIDAY AND OTHER BENEFITS.

	(a)  Heyl shall be entitled to twenty-four (24) days of compensated 
leave time (personal leave days) in each of the contract years.  At the end 
of the first calendar quarter of Heyl's tenth (10th) year of employment 
(June 30, 1995) he will receive one additional leave day, giving Heyl 
twenty-five (25) vacation days per year.  A maximum of fifteen (15) leave 
days can be carried over from one year to the next; any additional days 
must either be used in the current calendar year or lost.

	(b)  Heyl shall be entitled to nine (9) paid holidays per year, which 
include those holidays observed by other employees of Employer, and two (2) 
floating holidays which must be used in the year in which they are received and 
may not be carried over into the next calendar year.

	(c)  Heyl will be permitted to be absent from Employer during working 
days to attend professional meetings in the United States and to attend to 
such outside professional duties in the health care and/or insurance fields 
as have been mutually agreed upon between him and the President & CEO.  
Attendance at such approved meetings and accomplishment of approved 
professional duties shall be fully compensated service time and shall not 
be considered vacation time.

	(d)  Employer shall reimburse Heyl for all expenses incurred by him 
incident to attendance at approved professional meetings, and reimburse him 
for such business and entertainment expenses incurred by Heyl in furtherance 
of Employer's interests, provided, however, that such reimbursement is 
consistent with policies of Employer and approved by the President & CEO.

	(e)  Pay Heyl Four Hundred Sixteen Dollars and Sixty-Seven 
Cents ($416.67) per month as an allowance for business use of a personal 
automobile, reviewing for annual adjustment.

	(f)  Provide Heyl with an employer-paid parking space in the office 
building.


	4.  401K RETIREMENT PLAN.  Heyl shall be entitled to participate in the 
Employer-sponsored 401K tax-deferred retirement savings plan.  The Employer-
matching provision will be effective immediately upon Heyl's enrollment in 
the plan.

	5.  PROFESSIONAL AFFILIATIONS.  Employer agrees to pay dues to professional 
associations and societies and to such service organizations and clubs of 
which Heyl is a member, approved by the President & CEO as being in the best 
interests of the Employer.


	6.   INSURANCE BENEFITS AND MISCELLANEOUS BENEFITS.
Employer also agrees to:

	(a)  provide throughout the term of this contract, a group life insurance 
policy for Heyl in an amount equivalent to two times his annual salary, 
payable to the beneficiary of his choice.  This coverage shall be provided 
through the carrier which provides group coverage for Employer.

	(b)  provide comprehensive health/major medical, long-term disability, 
and dental insurance for Heyl and his dependents through the same Employer 
group coverage carrier as provided to other employees.

	7.  TERMINATION OF EMPLOYMENT.  The President & CEO may, in its discretion, 
terminate Hey's duties as Vice President, Marketing.  After such termination, 
all rights, duties, and obligations of both parties shall cease except that 
Employer shall continue to pay Heyl, as an agreed-upon termination payment, 
his then monthly salary for the month in which his duties were terminated 
and for six (6) consecutive months thereafter or until Heyl secures other 
employment, whichever occurs first.

	No agreed-upon termination payment shall be made if Heyl is terminated 
for theft, dishonesty, conviction of a felony, illegal substance use, 
alcohol addiction, gross neglect of duty, or conduct unbefitting a person 
in this position.

	After notification of termination and until Employer's obligations cease 
under this agreement or Heyl obtains other employment, whichever occurs 
sooner, Heyl shall not be required to perform any duties for Employer or 
come to the offices of Employer.  During the period in which termination 
payments are being made, Employer agrees to keep Heyl's group life, 
long-term disability, and medical insurance coverage paid up and in effect 
so long as permitted under the applicable contracts of insurance.

	In the event Employer terminates Heyl on the basis of gross neglect of 
duty or conduct unbefitting a person acting in the capacity of Vice President, 
Marketing and the parties are in disagreement whether the conduct complained 
of constitutes gross neglect or unbefitting conduct, the parties agree to 
submit to binding arbitration the issue of whether or not the conduct 
complained of constitutes gross neglect of duty or unbefitting conduct.  The 
arbitrator shall be a person familiar with health care management and related 
issues.  The parties shall first attempt to select a mutually acceptable 
arbitrator;  if the parties are unable to mutually agree upon an arbitrator, 
each party shall select an arbitrator of their choice.  The arbitrators 
selected by each party shall, in turn, select a third arbitrator who shall 
arbitrate this issue and this decision shall be binding upon the parties.

	8. In the event Employer merges with, acquires, or is sold to another 
entity or business and it can reasonably be found the Heyl is no longer 
substantially performing the duties of the Vice President, Marketing of 
Employer, Heyl shall have the right, in his complete discretion, to 
terminate this contract by written notice delivered to the President.  
After such termination, all rights, duties and obligations of both shall 
cease except that Employer shall continue to pay Heyl his then monthly 
salary for the month in which his duties were terminated, and for six (6) 
consecutive months thereafter or until Heyl secures other employment, 
whichever first occurs, as the agreed-upon termination payment.  

During this period, Heyl shall not be required to perform any duties for 
Employer or come to the offices of Employer.  During the period in which 
such termination payments are being made, Employer agrees to keep Heyl's 
group life, long-term disability, and medical insurance coverage paid up 
and in effect, to the extent permitted under the applicable benefit plan 
and contracts.

	9.  Should Heyl in his discretion elect to terminate this contract for 
any other reason than as stated in Paragraph 7 or 8, he shall give the 
President & CEO thirty (30) days' written notice of his decision to 
terminate.  At the end of those thirty (30) days, all rights, duties, and 
obligations of both parties of the contract shall cease.

	10. Heyl acknowledges that he has been entrusted with confidential 
information regarding Employer's operations, management, business strategy, 
and marketing, including Employer's financial, operational and marketing 
policies and procedures and Employer's Agreements and relationships with 
shareholders and other service providers, insurers, claim administrators, 
and brokers.  Heyl also acknowledges that Employer has developed specialized 
techniques, procedures, and computer programs for assessing and assuring the 
quality of its operation and service to its constituents and that such 
techniques, procedures and programs, together with the information derived 
thereby, constitute proprietary trade secrets.

	Heyl promises not to disclose or make any private use of such confidential 
information and trade secrets during the term of this agreement or at any 
time other managed care organization owned or operated in geographical 
areas served by Employer, for a period of nine (9) months after voluntary 
termination of this agreement by Heyl.

	If, at the expiration of the term of this contract, Employer offers a 
new contract to Heyl the terms of which are no less favorable than the 
terms of this contract, and Heyl does not accept such offer, then Heyl 
hereby agrees not to accept employment by or to be associated with any 
other managed care organization owned and operated in geographical areas 
served by Employer, for a period of twelve (12) months following the 
expiration of this contract.

	If, at the expiration of the term of this contract, Employer does not 
offer Heyl a new contract on terms not less favorable than this contract, 
the non-competition provisions of the preceding paragraph shall not apply.

	11.  INDEMNIFICATION.   Employer shall indemnify Heyl against 
expenses actually and necessarily incurred by him in connection with 
defense or settlement of any action, suit, or proceeding in which he is 
made a party by reason of being or having been Vice President, Marketing 
of the corporation, except in relation to matters as to which Heyl shall 
be adjudged in any such action, suit, or proceeding liable for misconduct 
in the performance of duty, all as provided in the Articles of Incorporation 
and/or Bylaws of Employer.  Employer shall purchase and maintain 
comprehensive general, contingent, professional, and directors and officers 
liability insurance subject to reasonable availiability on behalf of Heyl 
against any liabilities, or settlement based on asserted liability incurred 
by Heyl for reason of being or having been Vice President, Marketing of 
Employer, whether or not Employer would have the power to indemnify Heyl 
against such liability or settlement under the provisions of this section.

	12.  EXTENSIONS AND RENEWALS.   Negotiations for the extension of this 
contract, or for agreement on the terms of a new contract, shall be 
completed or the decision made not to negotiate a new contract made, not 
later than the end of the eleventh (11th) month of the final contract year.  
By mutual agreement of the parties, this contract and all its terms and 
conditions may be extended from year to year or for a term beyound its 
initial term by simple letter exchanged between the parties at any time 
during the contract term.

	13. ENTIRE AGREEMENT.   This contract constitutes the entire agreement 
between the parties and contains all the agreements between them with 
respect to the subject matter hereof.  It also supersedes any and all other 
agreements and contracts, either oral or written, between the parties with 
respect to the subject matter hereof.

	14.  MODIFICATION OF TERMS.   Except as otherwise specifically provided, 
the terms and conditions of this contract may be amended at any time by 
mutual agreement of the parties, provided that before any amendment shall be 
valid or effective, it shall have been reduced to writing and signed by the 
President & CEO and Heyl.

	15.  SEVERABILITY.   The invalidity or unenforceability of any particular 
provision of this contract shall not affect its other provisions, and this 
contract shall be construed in all respects as if such invalid or 
unenforceable provision had been omitted.

	16.  BINDING EFFECT.   This agreement shall be binding upon and inure 
to the benefit of Employer, its successors and assigns, and shall be 
binding upon Heyl, his administrators, executors, legatees, heirs and assigns.

	17.  APPLICABLE LAW.   This agreement shall be construed and enforced 
under and in accordance with the laws of the State of Washington.

	18.  COSTS OF ENFORCEMENT.   Should either party be required to take 
action to enforce the terms of the agreement or the rights and oblications 
hereunder, the prevailing party shall be entitled to recover its costs of 
enforcement, including court costs, reasonable attorney's fees, and 
arbitration fees.

	DATED this ___1st______day of ___March, 1994__________________.

	FIRST CHOICE HEALTH NETWORK, INC.



	__/s/ James G. Stumpfel_________
	By James G. Stumpfel
	President & CEO


	/s/ Ross D. Heyl___
	ROSS D. HEYL