<PAGE>
                                                                   EXHIBIT 10(u)


                               AMENDMENT NUMBER 1
                                       TO
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT


This is Amendment Number 1, dated as of September 15, 1997 to the Information
Technology Services Agreement (the "Agreement") dated as of June 1, 1996
between UNISYS CORPORATION ("Unisys") and UNITED HEALTHCARE SERVICES, INC.
("UHS").

Section 3.18 of the Agreement provides that the Parties will jointly develop
and implement a revised charge process in accordance with Exhibit 31 of the
Agreement which will result in charges based on the usage of computing resources

ACCORDINGLY, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Unisys and UHS hereby agree to amend Exhibit 31 of the Agreement to incorporate
the following additional provisions:

     1. Rate Card. Attached hereto as Exhibit 31-1 is the rate card which sets
     forth the methodology by which UHS will be assessed charges for Services
     provided by Unisys pursuant to the Agreement.

     2. UNIX charges by system. Attached hereto as Exhibit 31-2 are schedules
     containing the charges for the initial systems and systems added during
     1996. The initial systems listed by serial number in Exhibit 2 of this
     contract amendment replace those listed in Exhibit 6 of the Agreement.

     3. Methodology. Attached hereto as Exhibit 31-3 is the methodology and
     description forming the basis for the application of the Rate Card.

     4. Effective Date. The rate card is effective January 1, 1997. Within 30
     days of execution of this Amendment Number 1, Unisys will provide to UHS
     retro-active rate card based invoices and credits to reverse prior Interim
     Agreement charges.

     5. IBM consumption based charges. Consumption based charges will be
     developed including prime and off-prime rates. The rate card for these
     charges will have a structure similar to the Unisys rate card. The goal is
     to have these charges be effective October 1, 1997. Should the rate card
     not be finalized by October 1, Unisys will continue charges based on
     capacity, with the understanding that these charges will be reversed and
     replaced by consumption based charges retro-active to October 1, 1997.


                                  Page 1 of 2


<PAGE>
                               AMENDMENT NUMBER 1
                                       TO
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT


     6. UNIT/NT consumption based charges. The Account Executives will review
     the possibility of converting UNIX/NT to consumption based charges. A
     feasibility study will be submitted to UHS by January 1, 1998. Effective in
     1998, a report on the status of this conversion will be prepared by the
     Account Executives and submitted to UHS on a quarterly basis. Key to making
     this conversion will be the proliferation of large capacity servers with
     the ability to consolidate servers and support consumption measurement
     software.

     7. Prime and off-prime for Unisys. Effective with the 4th quarter of 1997,
     the Account Executives will review this issue on a quarterly basis. The
     Account Executives will consider modifying the rate card for prime and
     off-prime rates, add-hoc requests and/or monthly cyclical rates. A joint
     Unisys/UHS feasibility study will be generated at the request of the
     Account Executives

     8. Per member per month. The Account Executives will consider modifying the
     rate card to per member per month rates.  With mutual agreement, a joint
     Unisys/UHS feasibility study will be generated at the request of the
     Account Executives.

     9. Other Terms. Except as herein specifically amended, all of the terms of
     the Agreement remain in full force and effect and are hereby ratified and
     confirmed. To the extent the terms of this Amendment Number 1 conflict with
     the existing Exhibit 31 or other terms of the Agreement, the provisions set
     forth in this amendment shall control.

IN WITNESS WHEREOF, Unisys and UHS have executed this Amendment Number 1,
effective as of the date first above written.

UNISYS CORPORATION                      UNITED HEALTHCARE SERVICES, INC.

By:  /s/  Illegible                     By:  /s/  Illegible
     -------------------                     ----------------------

Its: Director, Finance                 Its:  Vice President
     -------------------                     -----------------------


                                  Page 2 of 2



<PAGE>
                                                                    EXHIBIT 31-1

                      UNISYS OUTSOURCING RATE CARD PROPOSAL
                             BASE VOLUMES AND RATES

<TABLE>
<CAPTION>
METRIC                              1997       1998       1999       2000       2001       2002        2003       2004       2005
<S>                                <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>
UNISYS CPU USAGE* BASE VOLUME      5,368.81   5,368.81   5,368.81    5,368.81   5,368.81   5,368.81   5,368.81   5,368.81   5,368.81
(HOURS)           BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***

UNISYS DISK USAGE BASE VOLUME        677.11     677.11     677.11      677.11     677.11     677.11     677.11     677.11     677.11
(GB)              BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***
UNISYS TAPE USAGE BASE VOLUME     35,553.00  35,553.00  35,553.00   35,553.00  35,553.00  35,553.00  35,553.00  35,553.00  35,553.00
(MOUNTS)          BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***
IBM MIPS          BASE VOLUME        231.00     231.00     231.00      231.00     231.00     231.00     231.00     231.00     231.00
(MIPS)            BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***
IBM DISK USAGE    BASE VOLUME      1,300.00   1,300.00   1,300.00    1,300.00   1,300.00   1,300.00   1,300.00   1,300.00   1,300.00
(GB)              BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***
IBM TAPE MOUNTS   BASE VOLUME     33,000.00  33,000.00  33,000.00   33,000.00  33,000.00  33,000.00  33,000.00  33,000.00  33,000.00
(MOUNTS)          BASE RATE          ***        ***        ***         ***        ***        ***        ***        ***        ***
                  RATE REDUCTION                ***        ***         ***        ***        ***        ***        ***        ***


COLA                                            ***        ***         ***        ***        ***        ***        ***        ***
CREDIT % ON BASE RATE FOR UNUSED UNITS  ***     ***        ***         ***        ***        ***        ***        ***        ***
</TABLE>


<TABLE>
<CAPTION>
                                                          VOLUME DISCOUNT RATES
                                                       ---------------------------
* A SERIES, CLEARPATH FAMILY            GREATER OF                          % OF
                                         EQUAL TO       LESS THAN         DISCOUNT
                                         --------       ---------         --------
<S>                                     <C>            <C>                <C>
                                            0%              100%            ***
                                            100%            105%            ***
                                            105%            110%            ***
                                            110%            115%            ***
                                            115%            120%            ***
                                            120%            125%            ***
                                            125%        AND OVER            ***

</TABLE>

***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.

<PAGE>
                                                                    EXHIBIT 31-2

                           LEASE/DEPRECIATION CHARGES

<TABLE>
<CAPTION>
UNIX PROCESSORS:                    STYLE     SERIAL     1996   1997   1998   1999   2000   2001   2002   2003   2004   2005   TOTAL
----------------                  --------   ---------   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   -----
<S>                               <C>        <C>         <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
ABACUS                            7013-J30     2652250   ***    ***    ***    ***      --     --     --     --     --     --   ***
BAMBAM                            7013-39H     2687366   ***    ***    ***    ***      --     --     --     --     --     --   ***
BHDATA1                           7013-59H     2648757   ***    ***    ***    ***      --     --     --     --     --     --   ***
BHDATA2                           7013-59H     2651771   ***    ***    ***    ***      --     --     --     --     --     --   ***
BAMBAM                            7013-39H     2687366   ***    ***    ***    ***      --     --     --     --     --     --   ***
BHFUNC1                           7013-580     2639063   ***    ***    ***    ***      --     --     --     --     --     --   ***
BIS1                              7013-590     2646076   ***    ***    ***    ***      --     --     --     --     --     --   ***
BIS3                              7013-J30     2654414   ***    ***    ***    ***      --     --     --     --     --     --   ***
CALVIN                            7013-591     2641001   ***    ***    ***    ***      --     --     --     --     --     --   ***
CEREBUS                           7012-G30     2687935   ***    ***    ***    ***      --     --     --     --     --     --   ***
BAMBAM                            7013-39H     2687366   ***    ***    ***    ***      --     --     --     --     --     --   ***
BAMBAM                            7013-39H     2687366   ***    ***    ***    ***      --     --     --     --     --     --   ***
GAR                               7013-690     2646104   ***    ***    ***    ***      --     --     --     --     --     --   ***
HOBBES                            7013-590     2643186   ***    ***    ***    ***      --     --     --     --     --     --   ***
KAZOO                             7013-J40     2646969   ***    ***    ***    ***      --     --     --     --     --     --   ***
KESTREL                           U6000/65   414171439   ***    ***    ***    ***      --     --     --     --     --     --   ***
ORION                             7013-59H     2650200   ***    ***    ***    ***      --     --     --     --     --     --   ***
OSPRAY                            U6000/65   414171652   ***    ***    ***    ***      --     --     --     --     --     --   ***
PEGASUS                           7013-J30     2650254   ***    ***    ***    ***      --     --     --     --     --     --   ***
PIRANHA                           7013-550     2621567   ***    ***    ***    ***      --     --     --     --     --     --   ***
POLARIS                           7013-590     2650490   ***    ***    ***    ***      --     --     --     --     --     --   ***
STARFISH                          7013-J30     2653745   ***    ***    ***    ***      --     --     --     --     --     --   ***
BAMBAM                            7013-39H     2687366   ***    ***    ***    ***      --     --     --     --     --     --   ***
ROHCS1                            7013-580     2639286   ***    ***    ***    ***      --     --     --     --     --     --   ***
SUSIE                             7013-59H     2649667   ***    ***    ***    ***      --     --     --     --     --     --   ***
TOKAY                             7013-59H     2648268   ***    ***    ***    ***      --     --     --     --     --     --   ***
DUKE                              7013-590     1640842   ***    ***    ***    ***      --     --     --     --     --     --   ***
TOPGUN                            7013-590     2640841   ***    ***    ***    ***      --     --     --     --     --     --   ***
UHC16A5                           7013-59H     2648392   ***    ***    ***    ***      --     --     --     --     --     --   ***
VIPER                             7013-590     2641251   ***    ***    ***    ***      --     --     --     --     --     --   ***
ZUHL                              7013-590      264373   ***    ***    ***    ***      --     --     --     --     --     --   ***
   S/T BASE SYSTEMS                                      ***    ***    ***    ***      --     --     --     --     --     --   ***



PIKE                              7013-J40     2655199   ***    ***    ***    ***     ***     --     --     --     --     --   ***
VIPER2                            7013-J40     2656294   ***    ***    ***    ***     ***     --     --     --     --     --   ***
TOMCAT                            7013-J40     2656295   ***    ***    ***    ***     ***     --     --     --     --     --   ***
POSEIDON                          7013-J30     2653583   ***    ***    ***    ***     ***     --     --     --     --     --   ***
    S/T 1996 GROWTH SYSTEMS                              ***    ***    ***    ***     ***     --     --     --     --     --   ***

TOTAL UNIX                                               ***    ***    ***    ***     ***     --     --     --     --     --   ***
</TABLE>


***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.



<PAGE>

                                                                    EXHIBIT 31-2

<TABLE>
<CAPTION>
UNIX                                               TOTAL CHARGES
----
PROCESSORS:        STYLE      SERIAL  JAN-97  FEB-97  MAR-97  APR-97  MAY-97  JUN-97  JUL-97  AUG-97  SEP-97  OCT-97  NOV-97  DEC-97
----------         -----      ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>             <C>        <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
ABACUS          7013-J30     2652250     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BAMBAM          7013-39H     2687366     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHDATA1         7013-59H     2648757     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHDATA2         7013-59H     2651771     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHFUNC1         7013-580     2639063     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BIS1            7013-590     2646076     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BIS3            7013-J30     2654414     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
CALVIN          7013-591     2641001     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
CEREBUS         7012-G30     2687935     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
FILLET          7013-59H     2649881     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
GAR             7013-690     2646104     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
HOBBES          7013-590     2643186     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
KAZOO           7013-J40     2646969     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
KESTREL         U6000/65   414171439     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ORION           7013-59H     2650200     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
OSPRAY          U6000/65   414171652     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
PEGASUS         7013-J30     2650254     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
PIRANHA         7013-550     2621567     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
POLARIS         7013-590     2650490     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
STARFISH        7013-J30     2653745     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ROHCS1          7013-580     2639286     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
SUSIE           7013-59H     2649667     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOKAY           7013-59H     2648268     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
DUKE            7013-590     1640842     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOPGUN          7013-590     2640841     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
UHC16A5         7013-59H     2648392     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
VIPER           7013-590     2641252     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ZUHL            7013-590     2643731     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
   S/T BASE SYSTEMS                      ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***


PIKE            7013-J40     2655199     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
VIPER2          7013-J40     2656294     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOMCAT          7013-J40     2656295     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
POSEIDON        7013-J30     2653583     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
    S/T 1996 GROWTH SYSTEMS              ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***


TOTAL UNIX                               ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
</TABLE>

***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.



                                   PAGE 1 OF 1


<PAGE>



                                                                    EXHIBIT 31-2
<TABLE>
<CAPTION>
UNIX                                                      LEASE & DEPRECIATION RECOVERY
----                                                      -----------------------------
PROCESSORS:         STYLE     SERIAL  JAN-97  FEB-97  MAR-97  APR-97  MAY-97  JUN-97  JUL-97  AUG-97  SEP-97  OCT-97  NOV-97  DEC-97
----------          -----     ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>             <C>        <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
ABACUS           7013-J30    2652250     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BAMBAM           7013-39H    2687366     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHDATA1          7013-59H    2648757     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHDATA2          7013-59H    2651771     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BHFUNC1          7013-580    2639063     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BIS1             7013-590    2646076     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
BIS3             7013-J30    2654414     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
CALVIN           7013-591    2641001     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
CEREBUS          7012-G30    2687935     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
FILLET           7013-59H    2649881     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
GAR              7013-690    2646104     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
HOBBES           7013-590    2643186     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
KAZOO            7013-J40    2646969     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
KESTREL          U6000/65  414171439     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ORION            7013-59H    2650200     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
OSPRAY           U6000/65  414171652     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
PEGASUS          7013-J30    2650254     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
PIRANHA          7013-550    2621567     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
POLARIS          7013-590    2650490     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
STARFISH         7013-J30    2653745     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ROHCS1           7013-580    2639286     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
SUSIE            7013-59H    2649667     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOKAY            7013-59H    2648268     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
DUKE             7013-590    1640842     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOPGUN           7013-590    2640841     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
UHC16A5          7013-59H    2648392     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
VIPER            7013-590    2641252     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
ZUHL             7013-590    2643731     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
   S/T BASE SYSTEMS                      ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***

PIKE             7013-J40   2655199`     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
VIPER2           7013-J40    2656294     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
TOMCAT           7013-J40    2656295     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
POSEIDON         7013-J30    2653583     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
    S/T 1996 GROWTH SYSTEMS              ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***


TOTAL UNIX                               ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***     ***
</TABLE>







***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.

                                   PAGE 1 OF 1


<PAGE>
                                                                    EXHIBIT 31-2

<TABLE>
<CAPTION>

                                                           TOTAL CHARGES

UNIX PROCESSORS:                    STYLE     SERIAL     1996   1997   1998   1999   2000   2001   2002   2003   2004   2005   TOTAL
----------------                  --------   ---------   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----   -----
<S>                               <C>        <C>         <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
ABACUS                            7013-J30     2652250    ***    ***    ***    ***     --     --     --     --     --     --     ***
BAMBAM                            7013-39H     2687366    ***    ***    ***    ***     --     --     --     --     --     --     ***
BHDATA1                           7013-59H     2648757    ***    ***    ***    ***     --     --     --     --     --     --     ***
BHDATA2                           7013-59H     2651771    ***    ***    ***    ***     --     --     --     --     --     --     ***
BHFUNC1                           7013-580     2639063    ***    ***    ***    ***     --     --     --     --     --     --     ***
BIS1                              7013-590     2646076    ***    ***    ***    ***     --     --     --     --     --     --     ***
BIS3                              7013-J30     2654414    ***    ***    ***    ***     --     --     --     --     --     --     ***
CALVIN                            7013-591     2641001    ***    ***    ***    ***     --     --     --     --     --     --     ***
CEREBUS                           7012-G30     2687935    ***    ***    ***    ***     --     --     --     --     --     --     ***
FILLET                            7013-59H     2649881    ***    ***    ***    ***     --     --     --     --     --     --     ***
GAR                               7013-690     2646104    ***    ***    ***    ***     --     --     --     --     --     --     ***
HOBBES                            7013-590     2643186    ***    ***    ***    ***     --     --     --     --     --     --     ***
KAZOO                             7013-J40     2646969    ***    ***    ***    ***     --     --     --     --     --     --     ***
KESTREL                           U6000/65   414171439    ***    ***    ***    ***     --     --     --     --     --     --     ***
ORION                             7013-59H     2650200    ***    ***    ***    ***     --     --     --     --     --     --     ***
OSPRAY                            U6000/65   414171652    ***    ***    ***    ***     --     --     --     --     --     --     ***
PEGASUS                           7013-J30     2650254    ***    ***    ***    ***     --     --     --     --     --     --     ***
PIRANHA                           7013-550     2621567    ***    ***    ***    ***     --     --     --     --     --     --     ***
POLARIS                           7013-590     2650490    ***    ***    ***    ***     --     --     --     --     --     --     ***
STARFISH                          7013-J30     2653745    ***    ***    ***    ***     --     --     --     --     --     --     ***
ROHCS1                            7013-580     2639286    ***    ***    ***    ***     --     --     --     --     --     --     ***
SUSIE                             7013-59H     2649667    ***    ***    ***    ***     --     --     --     --     --     --     ***
TOKAY                             7013-59H     2648268    ***    ***    ***    ***     --     --     --     --     --     --     ***
DUKE                              7013-590     1640842    ***    ***    ***    ***     --     --     --     --     --     --     ***
TOPGUN                            7013-590     2640841    ***    ***    ***    ***     --     --     --     --     --     --     ***
UHC16A5                           7013-59H     2648392    ***    ***    ***    ***     --     --     --     --     --     --     ***
VIPER                             7013-590     2641251    ***    ***    ***    ***     --     --     --     --     --     --     ***
ZUHL                              7013-590      264373    ***    ***    ***    ***     --     --     --     --     --     --     ***
      S/T BASE SYSTEMS                                    ***    ***    ***    ***     --     --     --     --     --     --     ***



PIKE                              7013-J40     2655199    ***    ***    ***    ***    ***     --     --     --     --     --     ***
VIPER2                            7013-J40     2656294    ***    ***    ***    ***    ***     --     --     --     --     --     ***
TOMCAT                            7013-J40     2656295    ***    ***    ***    ***    ***     --     --     --     --     --     ***
POSEIDON                          7013-J30     2653583    ***    ***    ***    ***    ***     --     --     --     --     --     ***
    S/T 1996 GROWTH SYSTEMS                               ***    ***    ***    ***    ***     --     --     --     --     --     ***


TOTAL UNIX                                                ***    ***    ***    ***    ***     --     --     --     --     --     ***

</TABLE>




***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.

                                   PAGE 1 OF 1
<PAGE>
                                                                    EXHIBIT 31-3

                         BASE CHANGES - VOLUME AND RATE

If the actual unit volume consumed for a specific category exceeds or falls
below the base by 40% or more for three consecutive months, the Account
Executives shall negotiate an adjustment to the base volume and base rate. The
principles underlying this adjustment would be that the adjusted base volume
would not exceed the prior 90 day average volume and the adjusted base rate
would not exceed the prior 90 day unit average.

If the actual unit volume for three consecutive months is 0 and the forecast for
the next 3 months is also 0, the base volume for that particular metric will be
set at 0.

                              VOLUME DISCOUNT RATES

The volume discount percentages apply only to the units in the range for that
particular percentage. For example, if the actual volume is 114% of the base,
the units below 100% receive no discount, the units between 100 - 105% receive
6%, the units between 105 - 110% receive 10% and the units between 100 - 115%
receive 15%.

                   CREDITS FOR UNUSED UNITS BELOW BASE VOLUME

Credits for unused units below the base volume will be granted only for unused
units that have been forecasted. No credits be given for unused units below the
forecast. For example, if the forecasted volume is 75% of the base and the
actual volume is 65% of the base, then credits for the unused units between 75%
and 100% of the base volume will be granted per the schedule. No credits will be
given for units between 65% and 75%. However, if in the same example the actual
volume is 80%, credits are granted for the units between 80% and 100%.

If the volume consumed for a category falls below the base, then the amount
billed will equal the base units times the base rate for that period with a
credit for each unused unit below the base, providing the forecasted volume was
below the actual volume. The amount of the credit is a percentage of the base
rate to be determined according to the rate card schedule.

                                 MINIMUM CHARGES
ALL PERIODS
If the base volume falls below 60% of the initial base volume for a particular
category, for example "Unisys CPU Hour" and the UHS volume forecast for that
category is flat or projecting continued decline, the Account Executives for
Unisys and UHS will jointly agree on a revised rate card for that category as
well as a one-time charge for the reduced capacity requirement, or if UHS
reassigns the volume of one product family (IBM, Unisys, UNIX) to other product
families supported by Unisys, the Account Executives for Unisys and UHS will
jointly agree on an appropriate one-time charge for the eliminated capacity
requirement. This charge will be supported by Unisys and limited to the
remaining Unisys book value of capitalized assets as of the month of termination
less any remaining fair market value of associated equipment, early termination
penalties and/or notice period requirements on hardware and software maintenance
contracts and redeployment costs of affected human resources.

INITIAL 48 MONTHS
Rate Card based charges (Total of Unisys, IBM and UNIX/NT) will not fall below
the "contract to date" values contained in Exhibit 11 of the Agreement.

AFTER MONTH 48

Rate Card based charges (Total of Unisys, IBM and UNIX/NT) will not fall below
the "contract to date" values contained in Exhibit 11 of the agreement.



                                  Page 1 of 12



<PAGE>
                                                                    EXHIBIT 31-3



If UHS reassigns the volume of one product family (IBM, Unisys, UNIX) to another
vendor, the Account Executives for Unisys and UHS will jointly agree on an
appropriate one-time charge for the eliminated capacity requirement. This charge
will be supported by Unisys and limited to the remaining Unisys book value of
capitalized assets as of the month of termination less any remaining fair market
value of associated equipment, early termination penalties and/or notice period
requirements on hardware and software maintenance contracts and redeployment
costs of affected human resources.

The one-time charge referenced above replaces the product family (IBM, Unisys,
UNIX) termination charges contained in Exhibit 17 of the Agreement.

If UHS reassigns the volume of all product families (IBM, Unisys, UNIX/NT) to
another vendor, the Termination Charges from Exhibit 17 of the Agreement are
applicable.

Unisys and UHS agree that the standard depreciation schedule for calculation of
Unisys book value for capitalized assets will be 4 years. Exceptions will be
authorized if both parties agree in advance.

                                      UNIX

END OF TERM:

BASE SYSTEMS

Effective with January, 1998, Unisys will provide a 90 day notice UHS on systems
reaching the end of their initial term. The initial notification will include
all systems which were fully depreciated by December, 1997. UHS has the option
to terminate, replace, or extend systems at the end of their initial term. If
the system is terminated, Unisys will discontinue charges after the initial
term. If the system is replaced, Unisys will discontinue all capital costs
effective with the end of initial term and discontinue the remaining charges
with deinstallation of the system. If the system is to be extended as
configured, Unisys will submit a new quote for the system without capital costs.

GROWTH SYSTEMS

At 90 days prior to the end of their term as defined in the ASR document, Unisys
will notify UHS of the end of the initial agreement. UHS has the option to
terminate, replace or extend systems after their individual term. If the system
is terminated, Unisys will discontinue all future charges after the initial
term. If the system is replaced, Unisys will discontinue all capital costs
effective with the first month after the initial term and discontinue the
remaining charges with deinstallation of the system. If the system is to be
extended as configured, Unisys will submit a new quote for the system without
capital costs.

EARLY TERMINATION

With a 90 day notice, UHS will be allowed to terminate UNIX systems prior to the
end of their term by paying Unisys an "Early Termination Charge" equal to the
remaining Unisys book value as of the month of termination less any remaining
fair market value.

                                 VOLUME FORECAST

United HealthCare Services will provide Unisys with a 12 month consumption
forecast for all mainframe metrics on a quarterly basis. That forecast will be
delivered on the 15th of the final month of each quarter (March, June, September
and December).

                                  Page 2 of 12


<PAGE>
                                                                    EXHIBIT 31-3


UHS FORECASTING AND BILLING METRICS

The following metrics will be used for forecasting and Billing Consumption.

A SERIES/CLEARPATH MACHINES

A SERIES/CLEARPATH DISK FORECASTING/BILLING METRICS

FORECASTING AND MEASURING

         Metrics to be used          1.   Average gigabytes allocated (total for
                                          each system)(1)
                                     2.   Maximum gigabytes allocated any time
                                          within a month (total for each
                                          system)(1)

         Unit of Measure             Gigabytes of Fault tolerant disk

         How computed                Viewpoint will monitor disk usage by taking
                                     snapshots of the disk usage each minute.
                                     These minutely samples are automatically
                                     consolidated into summary records by
                                     Viewpoint (e.g., 15 minute, hourly and
                                     daily records). On a monthly basis, the
                                     average disk allocated and the maximum disk
                                     allocated for each pack family at any point
                                     during that month will be reported from
                                     data in the daily summary records.

         What forecasted             Concept:  all non-system related disk
                                     requirements will be forecasted by UHS.
                                     (System related disk requirements will be a
                                     computed factor and not forecasted by UHS).

                                     Specific pack families that need to be
                                     included in UHS forecast number:

                                     PRODUCTION SYSTEMS:
                                     -  All database families
                                     -  ARCPK
                                     -  DSSPK
                                     -  LAGPK
                                     -  RAMPK
                                     -  DBPACK
                                     -  CODEPACK
                                     -  PRTBKUP
                                     -  FLATPACK
                                     -  SORTPACK
                                     -  WFMPACK

                                     DEVELOPMENT SYSTEMS
                                     -  DISK
                                     -  DEVPACK
                                     -  DEVDBPK




                                  Page 3 of 12


<PAGE>
                                                                    EXHIBIT 31-3


                                     -  SRCPACK
                                     -  PACK
                                     -  GENPK
                                     -  AUDIT1
                                     -  LOGPACK

         Missing Viewpoint Data      In the event that Viewpoint data is missing
                                     or corrupted for any given time period
                                     (minute, 15 minute, hour, day, etc.),
                                     Unisys will average the data from the
                                     previous good time period with the
                                     following good time period.  For example,
                                     if 14 minutes of data are missing, Unisys
                                     would average the previous 15 minute sample
                                     with the next 15 minute sample to compute
                                     an average for the missing period.  If 23
                                     hours of data was missing, the previous and
                                     next daily samples would be used to compute
                                     an average.

                                     Unisys would clearly report exactly what
                                     method and samples it used in computing
                                     metrics for any lost period.

(1)  This will be computed from the A Series statistic "sectors in use."  The
     formula to convert to Gigabytes Allocated = sectors in use *  ***

BILLING UNITS

The billing metric will be the sum of the maximum gigabytes allocated (as
defined above) for each forecasted pack family, for each system, within each
month.














***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.



                                  Page 4 of 12


<PAGE>
                                                                    EXHIBIT 31-3

A SERIES/CLEARPATH PROCESSOR FORECASTING/BILLING METRICS

Forecasting and Measuring

Forecasting metric to be used      Total Application CPU Hours/Month/Workgroup
                                   (database) forecasted on machine that the
                                   database is running on.(1)
Unit of Measure                    Viewpoint will capture processor utilization
                                   statistics for the various workgroups.  The
                                   utilization statistics for multi-processor
                                   A18's need to be converted into a common
                                   metric (A18- 1x Application CPU hours) for
                                   that class of machine.(2) Different processor
                                   classes (e.g., A19) will require a conversion
                                   factor to produce compatible hourly
                                   projections.  The Relative Performance
                                   Measure (RPM) as reported by Unisys product
                                   specifications will be used to make this
                                   conversion.
How forecasted and measured        Computed and tracked via Viewpoint CPU USER
                                   PERCENT samples
When computed                      Viewpoint will monitor processor usage by
                                   taking snapshots of the usage each minute.
                                   These minutely samples are automatically
                                   consolidated into summary records by
                                   Viewpoint (e.g., 15 minutes, hourly and daily
                                   records).  The daily records will be used in
                                   computing total monthly usage.
What forecasted/measured           A workgroup will be defined for each
                                   database.

                                   For the production machines, one total will
                                   be forecasted for each database plus one
                                   total for "OTHER." OTHER will contain
                                   programs that aren't easily broken out by
                                   database even though their time may be
                                   attributable to a particular database.(3)

                                   For the development machines, one monthly
                                   total for everything will be provided.
What programs are included/        Since UHS has several thousand programs
excluded from forecast             running in production on the various machines
                                   under various usercodes, and the list of
                                   programs change on a frequent basis, an
                                   inclusive list of all programs would be
                                   unmanageable.

                                   Excluded programs are:

                                   SYSTEM/A=, A TO A Routers
                                   SYSTEM/U=, U to A Routers
                                   SYSTEM/CO=, SYSTEM/COMS
                                   SYSTEM/CA=, SYSTEM/CANDE
                                   SYSTEM/CC=, Application to Appl calls
                                   (PROD)SYSTEM/=. A to A, U to A
                                   (PROD)CCF/=, -o-
Missing Viewpoint Data             In the event that Viewpoint data is missing
                                   or corrupted for any given time period
                                   (minute, 15 minute, hour, day, etc.), Unisys
                                   will average the data from the previous good
                                   time period with the following good time
                                   period. For example, if 4 minutes of data are
                                   missing, Unisys




                                  Page 5 of 12


<PAGE>
                                                                    EXHIBIT 31-3


                                   would average the previous 15 minute sample
                                   with the next 15 minute sample to compute an
                                   average for the missing period. If 23 hours
                                   of data are missing, the previous and next
                                   daily samples would be used to compute an
                                   average.

                                   Unisys would clearly report exactly what
                                   method and samples it used in computing
                                   metrics for any lost period.

(1) - When available, the forecast should include a breakout by div within a
      database
(2) - The formula for computing the daily Application CPU hours will be:
      Processor Utilization Percentage * hours/day * # of processors. For
      example, if a A18-3x has ***
(3) - OTHER will be defined in Viewpoint as all programs not included in the
      database workgroups except for the programs specifically excluded from the
      forecast (as noted above).

BILLING UNITS

Total application CPU hours per month for all A Series machines

MACHINE/RESOURCE UTILIZATION

In general, for an on-line oriented machine, as the machine utilization
approaches saturation, technical support requirements increase exponentially.
Efficient and cost effective computer operations requires executing the hardware
resources at the highest level possible that doesn't require oppressive human
intervention. The billing rates will be based on a best fir of machine
utilization and technical resource utilization.

Conversation Factor

Since a variety of processor speeds/models are in use by UHS and it is expected
that new processor speeds/models will be used, a conversion must be done to
convert application CPU hours on all machines to a common metric. The
conversation factor is the multiplier that will be applied to convert that
machine to A18 - 1x Application CPU hours (the base metric). For example, ***

Machine Style       Conversion Factor

A18 - all models    ***
A16-82L             ***
A19 - all models    ***
NX4801              ***

BILLING REPORTING

Unisys and UHS have defined workgroups into which the Viewpoint data will be
defined. The hours in these workgroups will be converted to a common metric and
summed monthly to provide the total Application CPU hours used. One workgroup
exists for each A Series database plus one workgroup for all applications
("OTHER") that don't easily fit into a database workgroup. Unisys will provide
billing detail at the summarized workgroup level.



***      Indicates the omission of confidential information filed separately
         with the Securities and Exchange Commission in connection with a
         confidential treatment request made pursuant to Rule 24-b(2) of the
         Securities and Exchange Act of 1934, as amended.





                                  Page 6 of 12

<PAGE>
                                                                    EXHIBIT 31-3


A SERIES/CLEARPATH MEDIA MOUNTS FORECASTING/BILLING METRICS

The total of all media mounts (tape, CD-ROMS, etc.) will be forecast. Actual
numbers will be calculated using OPCON statistics.


























                                  Page 7 of 12




<PAGE>
                                                                    EXHIBIT 31-3


IBM ES9000 MACHINE - CURRENTLY IN EFFECT

DISK FORECASTING/BILLING METRICS

Metric to be used               Total disk available on system
Unit of Measure                 Gigabytes of non-fault tolerant disk
How computed               Total gigabytes of all the disk connected to the
                           system.
When computed              Each time additional disk is added to system.
What forecasted            The available disk will be forecasted into the
                           following categories:

                                 -    System Requirements
                                 -    Financial Production and Test
                                 -    Dental Systems
                                 -    Center Files
                                 -    DPS Files
                                 -    Other: Infopac, Other Prd, Temp, Work, ML1
                                 -    DSS Production and Management
                                 -    Available

BILLING UNITS

The forecasted disk usage number will assume all disk is non-fault tolerant. Any
other type of disk purchase requested by UHS will be handled as an exception to
Variable Pricing.

The billing metric will be the total disk space available on the system.

IBM PROCESSOR FORECASTING/BILLING METRICS

FORECASTING AND MEASURING

Forecasting metric to be used Maximum       MIPS available on system

Unit of Measure                             MIPS as defined by IBM product
                                            specifications

What forecasted/measured                    Entire system

What programs are excluded from forecast    None

BILLING UNITS

Maximum MIPS available on machine

IBM MEDIA MOUNTS FORECASTING/BILLING METRICS

The total of all media mounts (tape, CD-ROMS, etc.) will be forecast. Actual
numbers will be calculated using OPCON statistics.






                                  Page 8 of 12



<PAGE>
                                                                    EXHIBIT 31-3

IBM ES9000 MACHINE - DRAFT PROPOSAL

DISK FORECASTING/BILLING METRICS

Metric to be used Maximum GB used within month

Unit of Measure   Gigabytes of fault tolerant disk(1)

How computed              The DCOLLECT tool will run multiple times per day
                          capturing the maximum disk used in each of the disk
                          pools plus the SPOOL and Migration volumes.(2) At the
                          end of the month, the maximum GB of disk for the
                          month will be computed using this formula:



                          Max GB consumed -
                            max (SPOOL/Migration) + max (pool 1) + max (pool 2)
                          + xxx + (pool n)

                          where the "max" will be the highest value recorded for
                          that pool at any time within the month and "n" will be
                          the last pool being forecasted.

                          For example: if 2 pools are being used in the
                          computation:
                          Pool 1:6/1@ 12:00 = 90 GB
                          ...
                          Pool 1:6/12@ 12:00 = 100 GB
                          Pool 1:6/12@ 18:00 = 110 GB
                          ...
                          Pool 1:6/30@ 18:00 = 95 GB

                          Pool 2:6/1@ 12:00 = 190 GB
                          ...
                          Pool 2:6/15@ 12:00 = 200 GB
                          ...
                          Pool 2:6/1@ 12:00 = 1095GB

                          The maximum for pool 1 =
                          110 GB and the maximum for
                          pool 2 = 200 GB. The Max
                          Disk Consumed metric
                          reported for the month
                          would be 310 GB.

DCOLLECT Run Frequency    To be run as needed.(3)













                                  Page 9 of 12


<PAGE>
                                                                    EXHIBIT 31-3

Pools forecasted/Used in
Computation POOLS:

                          CENTER1
                          CENTER2
                          HEDIS
                          DBDSST
                          DBDSSP
                          DBTECH
                          DENTAL
                          DPSCENTR
                          DSSPROD
                          DSSTEST
                          EPIS
                          FINPROD
                          FINTEST
                          INFOPAC
                          PROD
                          TEMP
                          TEST
                          UMWA

                          OTHER VOLUMES:
                          All volumes associate with SPOOL and Migration
                          (currently MLxxxxpqcks).

Missing Data              In the event that data is missing or corrupted for any
                          given time, Unisys will average the data from the
                          previous good time period with the following good time
                          period.  For example, if a 4 hour collection period is
                          used and if 4 hours of data are missing, Unisys would
                          average the previous 4 hour sample with the next 4
                          hour sample to compute an average for the missing
                          period.

                          Unisys would clearly report exactly what method and
                          samples it used in computing metrics for any lost
                          period.

Data Retention            The summarized daily information will be kept for
                          one year.




(1)  -  BILLING UNITS

The forecasted disk usage number will assume all disk is fault tolerant. Any
other type of disk purchase requested by UHS may be handled as an exception to
Variable Pricing by Unisys.

(2)  -  SPOOL AND MIGRATION VOLUMES

Although the SPOOL and Migration volumes are not true "pools," the amount of
space consumed on these packs is directly related to the retention setting
requested by UHS>

(3)  -  DCOLLECT Frequency

Unisys will initially run this tool once per hour. Since the CPU consumption for
this product is chargeable to Unisys, Unisys may change the schedule of its use
to optimize machine resources.




                                  Page 10 of 12


<PAGE>
                                                                    EXHIBIT 31-3


IBM PROCESSOR FORECASTING/BILLING METRICS

FORECASTING AND MEASURING

Forecasting Metric to be used       Total CPU consumed within selected account
                                    codes by Prime and Off-Prime shifts.

Unit of Measure                     ES9021-340 (1 processor) CPU Hours

What forecasted/measured            All CPU time for the following Account Codes
                                    will be excluded from the consumption
                                    totals:

                                    3400 - Unisys Scheduling
                                    3420 - Unisys Operations Analysts
                                    3440 - Unisys Operations, Technical Staff

                                    All CPU time for other account codes will
                                    be included.

Prime/Off-Prime                     Shifts All Reporting will be done by prime
                                    and off-prime periods using an Interval
                                    Accounting method.(1) Prime Shift Period:
                                    8AM - 5 PM Central Time, Monday through
                                    Friday except Holidays. Off-Prime Shift
                                    Period: 5:01PM - 7:59AM Weekdays plus
                                    weekends and holidays.

How forecasted and measured         Extract the SMF Type 30 Subtypes 2, 3, and 5
                                    records. These records will be used to
                                    calculate CPU times using TCB, SRB, HPT and
                                    IO. All the data will be contained in a
                                    monthly file, and retained for one year.
                                    This file will be kept at the detailed level
                                    not summarized at any level, allowing the
                                    smallest base of raw data anyone could work
                                    from.

Missing Data                        In the event that data is missing or
                                    corrupted for any given time, Unisys will
                                    average the data from the previous good time
                                    period with the following good time period.
                                    For example, if a 4 hour collection period
                                    is used and if 4 hours of data are missing,
                                    Unisys would average the previous 4 hour
                                    sample with the next 4 hour sample to
                                    compute an average for the missing period.

                                    Unisys would clearly report exactly what
                                    method and samples it used in computing
                                    metrics for any lost period.

Data Retention                      The summarized daily information will be
                                    kept for one year.

(1) - Interval Accounting: The actual time a job executes within prime shift
      and off-prime shift will be accounted for separately. For example,
      assuming prime shift is 8AM to 5PM, and a job runs from 7 AM to 9AM
      (regardless of when it was submitted), it will accumulate 1 hour of
      off-prime shift time and 1 hour of prime shift time.

Conversion Factor

Since it is expected that new processor speeds/models will be used, a
conversation must be done to convert application CPU hours on all machines to a
common metric. The conversation factor is the multiplier that will be applied to
convert that machine to ES9021-340 CPU hours (the base metric).

                                  Page 11 of 12


<PAGE>
                                                                    EXHIBIT 31-3


Machine Style     Conversion Factor(2)
ES9021-340        1
ES9021-711        2.66
ES9021-962        2.66
(2) - Based on Cheryl Watson's Tuning Letter Information

BILLING REPORTING

From the SMF data, Unisys will sum all CPU hours for all appropriate account
codes (see prior list). The hours in these Account Codes will be converted to a
common metric and summed monthly to provide the total CPU hours consumed. Unisys
will provide two monthly metrics; one metric for total prime shift CPU hours and
one metric for off-prime shift CPU hours. Unisys will also provide an EXCEL
spreadsheet that contains the detail used to create this report.

IBM MEDIA MOUNTS FORECASTING /BILLING METRICS

Forecasting metric to be used       Total media mounts consumed within selected
                                    account codes.

Unit of Measure                     Count as supplied by SMF records

What forecasted/measured            All media mounts for the following Account
                                    Codes will be excluded from the consumption
                                    totals:

                                    3400 - Unisys Scheduling
                                    3420 - Unisys Operations Analysts
                                    3440 - Unisys Operations, Technical Staff

                                    All media mounts for other account codes
                                    will be included.

How forecasted and measured         Extract the SMF Type 30 Subtypes 2, 3, and 5
                                    records. These records will be used to
                                    calculate CPU times using TCB, SRB, HPT and
                                    IO. All the data will be contained in a
                                    monthly file, and retained for one year.
                                    This file will be kept at the detailed level
                                    not summarized at any level, allowing the
                                    smallest base of raw data anyone could work
                                    from.

Missing Data                        In the event that data is missing or
                                    corrupted for any given time, Unisys will
                                    average the data from the previous good time
                                    period with the following good time period.
                                    For example, if a 4 hour collection period
                                    is used and if 4 hours of data are missing,
                                    Unisys would average the previous 4 hour
                                    sample with the next 4 hour sample to
                                    compute an average for the missing period.

                                    Unisys would clearly report exactly what
                                    method and samples it used in computing
                                    metrics for any lost period.

Data Retention                      The summarized daily information will be
                                    kept for one year.








                                  Page 12 of 12



<PAGE>
                               AMENDMENT NUMBER 2
                                       TO
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT




This is Amendment Number 2, dated as of June 30, 1999, to the Information
Technology Services Agreement dated as of June l, 1996 between UNISYS
CORPORATION ("Unisys") and UNITED HEALTHCARE SERVICES, INC, ("UHS"), as amended
September 15, 1997 (the Agreement").

The Agreement sets forth the parties' obligations relating to (i) ownership of
certain Unisys Machines and System Software, (ii) Termination Charges and (iii)
pricing adjustments in the event of the occurrence of certain base volume
changes. Unisys has requested such provisions be amended in certain respects and
UHS has agreed to amend such provisions in accordance with this Amendment Number
2. Terms not otherwise defined herein shall have the meaning given them in the
Agreement.

ACCORDINGLY, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Unisys and UHS hereby agree to amend the Agreement to incorporate the following
additional provisions and modify certain clauses as follows:

1.       Notwithstanding anything to the contrary contained in the Agreement or
         any exhibits thereto, upon the termination, in whole or in part only
         with respect to the A-Series and Clearpath Unisys Machines, of the
         Agreement for any reason prior to its expiration, UHS shall, upon
         request of Unisys, only with respect to (i) any A Series and Clearpath
         Unisys Machines and related peripherals described on Exhibit A attached
         hereto and (ii) Unisys proprietary System Software described on Exhibit
         A attached hereto, be obligated to (i) purchase such A-Series and
         Clearpath Unisys Machines and related peripherals and (ii) license such
         Unisys proprietary Systems Software for the remaining term of the
         Agreement, solely for an amount equal to the amount set forth on
         Exhibit B attached hereto. Upon the sale of any Unisys Machines and
         related peripherals to UHS under this Amendment Number 2, Unisys will
         represent and warrant that it has the full right, title and interest in
         such Unisys Machines and related peripherals free and clear of any
         liens, claims or encumbrances and that such Unisys Machines and related
         peripherals are in good working order and eligible for Unisys
         maintenance services in accordance with Unisys then existing
         maintenance agreements. It is understood and agreed by the parties
         that, in the event UHS terminates the Agreement in full or only with
         respect to one or more of the A-Series and Clearpath Unisys Machines,
         and Unisys requests that UHS purchase the A-Series and Clearpath Unisys
         Machines and related peripherals described on Exhibit A attached hereto
         and license the Unisys proprietary System Software described on Exhibit
         A attached hereto, UHS will only be obligated to pay (i) those fees
         then due and payable under the Agreement at the time of termination and
         (ii) the amount set forth on Exhibit B attached hereto. Notwithstanding
         the foregoing, in the event

<PAGE>
         that UHS terminates the Agreement pursuant to Section 24.05 of the
         Agreement, UHS shall not be obligated to pay the applicable amount set
         for on Exhibit B attached hereto for such A-Series and Clearpath Unisys
         Machines and related peripherals if UHS has not received the full right
         title and interest in such Unisys Machines and related peripherals free
         and clear of any liens, claims or encumbrances. No other fees or
         charges of any kind shall apply. For clarification purposes only,
         termination solely with respect to one or more IBM or Unix machines
         shall be in accordance with the terms and conditions of the Agreement
         (specifically including Amendment 1).

2.       Upon mutual agreement of the parties, which agreement will be in the
         sole discretion of the parties, Exhibit A attached hereto will be
         amended, from time to time, as the A-Series and Clearpath Unisys
         Machines and Unisys proprietary System Software subject to this
         Amendment Number 2 are substituted by Unisys. Exhibit B attached hereto
         will not be amended or modified as a result of any such amendment of
         Exhibit A attached hereto. The intent of the parties is that Exhibit A
         attached hereto reflects all of the hardware and Unisys proprietary
         System Software required to process the UHS workload as of the date of
         this Amendment Number 2. Unisys hereby represents that Exhibit A
         attached hereto includes a complete and accurate list of all the
         A-Series and Clearpath Unisys Machines and Unisys proprietary System
         Software required to process the Unisys related UHS workload as of the
         date of this Amendment.

3.       Section 33.01(1) of the Agreement is hereby amended by adding the
         following sentence to the end of the paragraph:

         "Notwithstanding the above, Unisys may assign its right to receive
         payments under this Agreement; provided, however, that any such
         assignment (a) will not increase the number of payments  or amounts due
         from UHS, (b) will be subject to any claims and offset rights as well
         as UHS's right to receive payment for unused credits of UHS and (c)
         will not affect any of UHS's rights or remedies under the Agreement."

4.       The first paragraph under the title "BASE CHANGES - VOLUME AND RATE" on
         page 1 of Exhibit 31-3 of Amendment Number 1 to the Agreement is hereby
         amended by adding the following sentence to the end of such paragraph:

         "It is understood and agreed and it is the intent of the parties hereto
         that, with respect to A-Series and Clearpath Unisys Machines only, in
         the event that an adjustment to the base rate is made as a result of a
         reduction in the actual unit volume consumed for a specific category,
         the parties will negotiate in good faith an appropriate adjustment to
         the base rate to reflect the capacity reductions and volume changes.
         Adjustments to the base rate pursuant to this paragraph will not in any
         way affect, reduce, amend or alter the parties rights or obligations
         under Article 9 of the Agreement."



                                       2
<PAGE>
5.       The first sentence of the paragraph titled "ALL PERIODS" on page 1 of
         Exhibit 31-3 of Amendment Number 1 to the Agreement is hereby amended
         to read in its entirety as follows:

         "If the base volume for a particular category falls below either 60% of
         the base volume existing as of the date of this Amendment Number 2 for
         the Unisys category, or 60% of the initial base volume for the IBM
         categories, the Account Executives for Unisys and UHS will jointly
         agree on a revised rate card for that category. The Account Executives
         will also agree on a one-time charge for the reduced capacity
         requirement, or if UHS re-assigns the volume of one product family
         (IBM, Unisys) to the other product families supported by Unisys, the
         Account Executives for Unisys and UHS will jointly agree on an
         appropriate one-time charge for the eliminated capacity requirement."

6.       Section 30.01 of the Agreement is hereby amended to read in its
         entirety as follows:

                  30.01(a) Direct Damages. Each of UHS and Unisys shall be
         liable to the other Party for any direct damages arising out of or
         relating to a breach of its obligations under this Agreement. The
         following shall be considered direct damages and Unisys shall not
         assert that they are indirect, incidental, special, or consequential
         damages or lost profits to the extent they result from Unisys failure
         to provide the Services in accordance with this Agreement:

                  (1)      reasonable costs of recreating (if possible) or
                           reloading any of UHS' or its Affiliates' information
                           that is lost or damaged;

                  (2)      reasonable costs of implementing a work around in
                           respect of a failure to provide all or a portion of
                           the Services or any part thereof;

                  (3)      reasonable costs of replacing lost or damaged
                           equipment software and materials;

                  (4)      reasonable costs and expenses incurred by UHS or its
                           Affiliates to return Systems Software to manufacturer
                           specifications;

                  (5)      reasonable costs and expenses incurred by UHS or its
                           Affiliates to procure the Services from an alternate
                           source, to the extent in excess of Unisys charges
                           under this Agreement, and provided that such costs
                           and expenses shall not continue beyond the Term;

                  (6)      reasonable straight time, overtime or related
                           expenses incurred by UHS or its Affiliates, including
                           overhead allocations of UHS or its Affiliates for
                           their employees, wages and salaries of additional
                           employees, travel expenses, overtime expenses,
                           telecommunication charges and similar charges, due to
                           the failure of Unisys or its Agents to provide all or
                           a portion of the Services incurred in connection with
                           (1) through (5) above;

                  (7)      specific damages incurred pursuant to contractual
                           provisions including, without limitation, liquidated
                           damages, performance guarantees and fee reductions
                           incurred by UHS or its Affiliates pursuant to
                           customer or provider contracts; and




                                       3
<PAGE>
                  (8)      the amount of any payment or penalty imposed on a
                           Party by a regulatory agency arising out of the other
                           Party's breach of this Agreement.

                  30.01(b) Limitation on Liability. The liability of either
         Party for actual, direct damages resulting from performance or
         nonperformance under this Agreement, regardless of the form of action,
         and whether in contract, tort (including, without limitation,
         negligence), warranty or other legal or equitable grounds, will be
         limited as follows:

         l.       With respect to UHS, liability for actual, direct damages
                  resulting from performance or nonperformance under this
                  Agreement, regardless of the form of action, and whether in
                  contract, tort (including, without limitation, negligence),
                  warranty or other legal or equitable grounds, will be limited
                  in the aggregate for the Term to the greater of (i) $6,000,000
                  and (ii) the charges paid to Unisys by UHS during the twelve
                  month period immediately prior to the date the amount of
                  damages was established (the "UHS Damages Cap"). In addition,
                  the liability of UHS for actual, direct damages specified in
                  subsections 30.01(7) and (8) resulting from performance or
                  nonperformance under this Agreement, regardless of the form of
                  action, and whether in contract, tort (including, without
                  limitation, negligence), warranty or other legal or equitable
                  grounds, will be limited in the aggregate for the Term to ten
                  percent (10%) of the charges paid to Unisys by UHS during the
                  twelve month period immediately prior to the date the amount
                  of damages was established.

         2.       With respect to Unisys, liability for actual, direct damages
                  resulting from performance or nonperformance under this
                  Agreement, regardless of the form of action, and whether in
                  contract, tort (including, without limitation, negligence),
                  warranty or other legal or equitable grounds, will be limited
                  in the aggregate for the Term to the greater of (i) $6,000,000
                  and (ii) the actual direct damages incurred by UHS up to a
                  limit of an amount equal to the charges paid to Unisys by UHS
                  during the twelve (12) month period immediately prior to the
                  date the amount of damages was established (the "Unisys Direct
                  Damages Cap"). In addition, the liability of Unisys for
                  actual, direct damages specified in subsections 30.01(7) and
                  (8) resulting from performance or nonperformance under this
                  Agreement, regardless of the form of action, and whether in
                  contract, tort (including, without limitation, negligence),
                  warranty or other legal or equitable grounds, will be limited
                  in the aggregate for the Term to ten percent (10%) of the
                  charges paid to Unisys by UHS during the twelve month period
                  immediately prior to the date the amount of damages was
                  established. Notwithstanding the preceding two sentences, in
                  the event that UHS terminates this Agreement in accordance
                  with Section 24.02, 24.03, 24.05 or 24.06, Unisys will pay to
                  UHS an amount equal to the charges paid to Unisys by UHS
                  during the four (4) month period immediately prior to the date
                  of such termination and Unisys liability with respect to such
                  direct damages sustained as a





                                       4


<PAGE>
                  result of such termination will be limited to an amount equal
                  to the charges paid to Unisys by UHS during the eight (8)
                  month period immediately prior to the date of such
                  termination.

         3.       The limitations in Subsections 30.01(b)(1) and (2) above will
                  not apply to (a) losses by either Party for bodily injury or
                  damage to real property or tangible personal property, (b)
                  either Party's obligations to indemnify the other pursuant to
                  Section 29.01(1), Section 29.01(7), Section 29.02(1) and
                  Section 29.02(7), (c) any breach of confidentiality
                  obligations contained in this Agreement or the improper
                  disclosure of UHS Data, or (d) liability resulting from the
                  willful misconduct of a Party.

7.       It is the intent of the parties that Exhibit 17 of the Agreement is
         superseded in its entirety by Amendment Number 1 and this Amendment
         Number 2.

8.       Other Terms

         Except as herein specifically amended, all of the terms of the
         Agreement remain in full force and effect and are hereby ratified and
         confirmed.

         To the extent the terms of this Amendment Number 2 conflict with other
         terms of the Agreement or any exhibits thereto, the provisions set
         forth in this Amendment Number 2 shall control.


IN WITNESS WHEREOF, Unisys and UHS have executed this Amendment Number 2,
effective as of the date first above written.


UNISYS CORPORATION                  UNITED HEALTHCARE SERVICES, INC.

By: Illegible                       By: Illegible
   -----------                           -----------

Its: Illegible                      Its:  Illegible
    -----------                           -----------


                                       5
<PAGE>
                                    EXHIBIT A
                                   AMENDMENT 2
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT



<TABLE>
<CAPTION>

                                                                              06/30/99
                                      EXTENDED     *** H/W       NET         REMAINING       START
DESCRIPTION                           LIST PRICE   DISCOUNT      LIST        BOOK VALUE      DATE
-----------                           ----------   --------      ----        ----------      ----
<S>                                   <C>         <C>         <C>           <C>             <C>
INITIAL ASSET TFSR - 3430 H/W         $  ***      $    -      $  ***         $  ***          Jun-96
INITIAL ASSET TFSR - 3430 S/W         $  ***      $    -      $  ***         $  ***          Jun-96
(Extended List Price = Asset Transfer Value from the initial Agreement)
(3430 was the A Series org # for UHG at time of contract)
INCREMENTAL HARDWARE

Al8-4x-6x                             $  ***      $  ***      $  ***         $  ***          Aug 96
A19 Components                        $  ***      $  ***      $  ***         $  ***          Oct-96
A Series Disk USE3600II               $  ***      $  ***      $  ***         $  ***          Oct-96
A Series Disk Growth                  $  ***      $  ***      $  ***         $  ***          Mar-97
A168                                  $  ***      $  ***      $  ***         $  ***          May-97
Initial Clearpath                     $  ***      $  ***      $  ***         $  ***          May-97
A Series                              $  ***      $  ***      $  ***         $  ***          Sep-97
CP2013-V35 LMV Card                   $  ***      $  ***      $  ***         $  ***          Sep-97
Opcon Unix                            $  ***      $  ***      $  ***         $  ***          Sep-97
MAG TAPE                              $  ***      $  ***      $  ***         $  ***          Sep-97
A Series Disk                         $  ***      $  ***      $  ***         $  ***          Oct-97
CLRPTH 3x                             $  ***      $  ***      $  ***         $  ***          Oct-97
Clearpath 3x-5x                       $  ***      $  ***      $  ***         $  ***          Nov-97
A Series Disk                         $  ***      $  ***      $  ***         $  ***          Nov-97
A Series Disk                         $  ***      $  ***      $  ***         $  ***          Nov-97
Clearpath 3x Hardware                 $  ***      $  ***      $  ***         $  ***          Jan-98
Disk for Prod C & F                   $  ***      $  ***      $  ***         $  ***          Mar-98
CLRPTH UPG                            $  ***      $  ***      $  ***         $  ***          May-98
2x5800 ClrPth                         $  ***      $  ***      $  ***         $  ***          Oct-98
4O98 A Series Disk                    $  ***      $  ***      $  ***         $  ***          Oct-98
A Series Cache Disk memory            $  ***      $  ***      $  ***         $  ***          Dec-98
OR801-RPW                             $  ***      $  ***      $  ***         $  ***          Dec-98
TAB40-048                             $  ***      $  ***      $  ***         $  ***          Jan-99
GVPRODF 3x-4x                         $  ***      $  ***      $  ***         $  ***          Jan-99
GVPRODC 4x-5x                         $  ***      $  ***      $  ***         $  ***          Jan-99
GVPRODF 4x-5x                         $  ***      $  ***      $  ***         $  ***          Jan-99
A Series Disk                         $  ***      $  ***      $  ***         $  ***          Apr-99



SUB TOTAL                             $  ***      $  ***      $  ***         $  ***
</TABLE>




***   Indicates the omission of confidential information filed separately with
      the Securities and Exchange Commission in connection with a confidential
      treatment request made pursuant to Rule 24-b(2) of the Securities Exchange
      Act of 1934, as amended.
<PAGE>

                                   EXHIBIT A
                                  AMENDMENT 2
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT

<TABLE>
<CAPTION>

                                                                              06/30/99
                                      EXTENDED     *** H/W       NET         REMAINING       START
DESCRIPTION                           LIST PRICE   DISCOUNT      LIST        BOOK VALUE      DATE
-----------                           ----------   --------      ----        ----------      ----
INCREMENTAL SOFTWARE
<S>                                   <C>         <C>         <C>           <C>             <C>



A18-4x-6x                             $  ***      $    -      $  ***         $  ***          Aug-96
Disk-260GB USE36000II                 $  ***      $    -      $  ***         $  ***          Aug-96
Disk Software                         $  ***      $    -      $  ***         $  ***          Oct-96
Disk Software                         $  ***      $    -      $  ***         $  ***          Oct-96
Disk Software                         $  ***      $    -      $  ***         $  ***          Mar-97
A18 2x-3x ETP                         $  ***      $    -      $  ***         $  ***          Mar-97
Disk Software                         $  ***      $    -      $  ***         $  ***          May-97
CLRPTH                                $  ***      $    -      $  ***         $  ***          May-97
Disk Software                         $  ***      $    -      $  ***         $  ***          Jun-97
A19 S/W License Renewal               $  ***      $    -      $  ***         $  ***          Jul-97
UN6000 UNIX Software                  $  ***      $    -      $  ***         $  ***          Sep-97
3x Clearpath                          $  ***      $    -      $  ***         $  ***          Sep-97
Clearpath 3x-5x                       $  ***      $    -      $  ***         $  ***          Nov-97
Clearpath 3x Software                 $  ***      $    -      $  ***         $  ***          Jan-98
4x Clearpath                          $  ***      $    -      $  ***         $  ***          May-98
A19 S/W License Renewal               $  ***      $    -      $  ***         $  ***          Jun-98
2x5800 ClearPath                      $  ***      $    -      $  ***         $  ***          Oct-98
GVPRODF 3x-4x                         $  ***      $    -      $  ***         $  ***          Jan-99
GVPRODC 4x-5x                         $  ***      $    -      $  ***         $  ***          Jan-99
GVPRODF 4x-5x                         $  ***      $    -      $  ***         $  ***          Jan-99



SUB TOTAL                             $  ***      $    -      $  ***         $  ***



GRAND TOTAL                           $  ***      $  ***      $  ***         $  ***
</TABLE>



***   Indicates the omission of confidential information filed separately with
      the Securities and Exchange Commission in connection with a confidential
      treatment request made pursuant to Rule 24-b(2) of the Securities Exchange
      Act of 1934, as amended.
<PAGE>
                                    EXHIBIT B
                               TERMINATION CHARGES
                                     (***'S)

<TABLE>
<CAPTION>
     Year      Month    Unisys Only and All Platforms
<S>            <C>      <C>
                38                      ***
                39                      ***
                40                      ***
                41                      ***
                42                      ***
                43                      ***
                44                      ***
                45                      ***
                46                      ***
                47                      ***
                48                      ***
      5         49                      ***
                50                      ***
                51                      ***
                52                      ***
                53                      ***
                54                      ***
                55                      ***
                56                      ***
                57                      ***
                58                      ***
                59                      ***
                60                      ***
      6         61                      ***
                62                      ***
                63                      ***
                64                      ***
                65                      ***
                66                      ***
                67                      ***
                68                      ***
                69                      ***
                70                      ***
                71                      ***
                72                      ***
      7         73                      ***
                74                      ***
                75                      ***
                76                      ***
                77                      ***
                78                      ***
                79                      ***
                80                      ***
                81                      ***
                82                      ***
                83                      ***
                84                      ***
       8        85                      ***
</TABLE>



***   Indicates the omission of confidential information filed separately with
      the Securities and Exchange Commission in connection with a confidential
      treatment request made pursuant to Rule 24-b(2) of the Securities Exchange
      Act of 1934, as amended.







                                  Page 1 of 2
<PAGE>
                                    EXHIBIT B
                               TERMINATION CHARGES
                                     (***'S)

<TABLE>
<CAPTION>
     Year      Month       Unisys Only and All Platforms
<S>            <C>         <C>
                86                      ***
                87                      ***
                88                      ***
                89                      ***
                90                      ***
                91                      ***
                92                      ***
                93                      ***
                94                      ***
                95                      ***
                96                      ***
       9        97                      ***
                98                      ***
                99                      ***
               100                      ***
               101                      ***
               102                      ***
               103                      ***
               104                      ***
               105                      ***
               106                      ***
               107                      ***
               108                      ***
      10       109                      ***
               110                      ***
               111                      ***
               112                      ***
               113                      ***
</TABLE>






***   Indicates the omission of confidential information filed separately with
      the Securities and Exchange Commission in connection with a confidential
      treatment request made pursuant to Rule 24-b(2) of the Securities Exchange
      Act of 1934, as amended.







                                   Page 2 of 2
<PAGE>
                               AMENDMENT NUMBER 3
                                       TO
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT

                  This is Amendment No. 3, dated as of May 1, 2002, to the
         Information Technology Services Agreement dated as of June 1, 1996
         between Unisys Corporation ("Unisys") and United HealthCare Services,
         Inc., ("UHS"), as amended (the "Agreement").

         NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed that the Agreement is hereby amended as follows:

         WHEREAS, the Parties wish to amend the Agreement and/or Additional
Service Requisitions there under in order to modify certain sections and
exhibits of the Agreement and/or Additional Service Requisitions there under,
and add additional terms.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged, the Parties agree as follows:

         1.       All capitalized terms not defined herein shall have the same
                  meaning ascribed to such terms in the Agreement.

         2.       Additional Service Requisition 0157 (AARP/Compass) is hereby
                  amended to include the following information in a new
                  subsection under Section 7(a) as outlined in Exhibit A
                  attached hereto.

         3.       Additional Service Requisition 01102 (Physician Portal) is
                  hereby amended to include the following information in a new
                  subsection under Section 7 as outlined in Exhibit B attached
                  hereto.

         4.       Exhibit 15 (Subcontractors) is hereby amended to delete the
                  subcontractors chart in its entirety and replace it with the
                  following chart shown in Exhibit C attached hereto.

         5.       Article 33 (Miscellaneous Provisions) of the Agreement shall
                  be modified as to add a new Section 33.18 titled "External
                  Access", as outlined in Exhibit D attached hereto.

         6.       Article 33 (Miscellaneous Provisions), Section 33.02 (Notices)
                  is hereby updated with the following revised contact
                  information as outlined in Exhibit E attached hereto.

         7.       Article 22 (Confidentiality), Section 22.01 (Confidential
                  Information) will be amended to include the following as
                  outlined in Exhibit F attached hereto.




                                       1


<PAGE>

In the event of inconsistencies between the Agreement and this Amendment, the
terms and conditions of this Amendment shall be controlling. Unless specifically
modified or changed by the terms of this Amendment, all terms and conditions of
the Agreement shall remain in effect and shall apply fully as described and set
forth in the Agreement.

Accepted by:                                   Accepted by:

Unisys Corporation                             United HealthCare Services, Inc.

By:  /s/ Kenneth W. Hadzinski                  By: /s/ Darrell Brooks
     ---------------------------------             ----------------------------

Name:    Kenneth W. Hadzinski                  Name:   Darrell Brooks
     ---------------------------------             ----------------------------
         Contracts Manager
Title:   Unisys Corporation                    Title:  VP, Service Management
     ---------------------------------             ----------------------------

Date:    9/10/02                               Date:   08-30-2002
     ---------------------------------             ----------------------------




                                       2
<PAGE>

                                    EXHIBIT A

          ADDITIONAL SERVICE REQUISITION 0157 (AARP/COMPASS) AMENDMENT

         "7. Problem Resolution Time Unisys shall resolve all problems
         categorized below within the times listed below from the time that the
         Unisys Service Center problem ticket is opened until the problem is
         resolved.

<TABLE>
<CAPTION>
         Severity                        Characteristics                            Resolution
                                                                                        Time
<S>                           <C>                                                   <C>
1- Major Business Impact      Major impact on business.
                              The site is unavailable or any of the                  8 hours
                              major functions (i.e. transactions or content) of
                              the site are completely or partially unavailable
                              or the site is experiencing significant response
                              time issues (i.e. not meeting performance
                              metrics).
                              A system or component is down causing a business
                              function to halt. The critical situation procedure
                              is followed to resolve the problem.
3 - Minor Business Impact     Minor impact on business.
                              Any issue affecting the functionality                  96 hours
                              (I.e. transaction, content or performance) or
                              availability of the site for a single user. This
                              does not have critical impact on the business, but
                              does restrict functions to some users and can
                              impact normal operations.
</TABLE>











                                       3
<PAGE>
                                    EXHIBIT B

        ADDITIONAL SERVICE REQUISITION 01102 (PHYSICIAN PORTAL) AMENDMENT


         "G. Problem Resolution Time Unisys shall resolve all problems
         categorized below within the times listed below from the time that the
         Unisys Service Center problem ticket is opened until the problem is
         resolved.


<TABLE>
<CAPTION>
         Severity                        Characteristics                                Resolution
                                                                                           Time
<S>                           <C>                                                       <C>
1- Major Business Impact      Major impact on business.
                              The site is unavailable or any of the                       8 hours
                              major functions (i.e. transactions or content) of
                              the site are completely or partially unavailable
                              or the site is experiencing significant response
                              time issues (i.e. not meeting performance
                              metrics).
                              A system or component is down causing a business
                              function to halt The critical situation procedure
                              is followed to resolve the problem.
3 - Minor Business Impact     Minor impact on business.
                              Any issue affecting the functionality                      96 hours
                              (I.e. transaction, content or performance) or
                              availability of the site for a single user. This
                              does not have critical impact on the business, but
                              does restrict functions to some users and can
                              impact normal operations.
</TABLE>





                                       4
<PAGE>

                                    EXHIBIT C

                                   EXHIBIT 15
                                    (REVISED)
                                 SUBCONTRACTORS



<TABLE>
<CAPTION>
      VENDOR                                 USER
<S>                                  <C>
  Burns Security                     Facilities
  Honeywell                          Eagan Service Center

  Hunt Electric                      Facilities
  Iron Mountain                      Eagan Service Center

  Quicksilver                        Eagan Service Center
</TABLE>






                                       5

<PAGE>
                                                                       EXHIBIT D



                ADDITION TO ARTICLE 33 MISCELLANEOUS PROVISIONS

33.18 External Access. This section establishes the terms and conditions and
procedures of Unisys access to certain of UHS' Systems noted on the Security
Form ("United IS").

(1). Method of Access. Unisys shall have access to United IS by the following
methods:

-        At a UHS Site using UHS owned or leased equipment.

-        As otherwise mutually agreed to by the Parties.

(2). System Users. As part of the Agreement, UNISYS shall identify to UHS the
UNISYS employees UNISYS believes will need to have access to United IS under the
Agreement ("SYSTEM USERS"). UHS will provide each System User with a hard copy
of the UHS customer administration request form that is used by UHS to process
adds, changes and deletes regarding access to the United IS, which is located in
the UHS Lotus Notes database (the "SECURITY FORM"). The UHS designated contact
will forward the completed Security Form to the UHS security group for
processing. UNISYS shall provide UHS the information regarding each System User
reasonably required by UHS, including, but not limited to, the United IS each
System User will access and the method of each System User's access to United
IS. UNISYS will not provide social security numbers or other UNISYS or personal
confidential information to UHS.

UNISYS shall promptly notify UHS of any System Users who cease to require access
to United IS as a result of a change of responsibilities and/or leaving UNISYS
employment. UHS may terminate any System User's access to United IS in the event
UHS has good faith reason to believe such access is not authorized, or access
must be terminated in order to prevent damage to UHS. UNISYS is responsible for
a System User's non-compliance with the terms of this Agreement. UNISYS
subcontractors shall be deemed System Users under the terms of the Agreement.

         In the event UHS terminates an UNISYS System User's access to the
United IS for any reason other than (1) a material breach of the Agreement or
(2) a force majeure event, and such access is necessary for UNISYS to perform
the Services, the Parties will mutually agree to either (1) develop an
alternative means to access the data on the United IS that is necessary for
UNISYS to perform the Services or (2) delay the delivery of any deliverables
under the Agreement, with no contractual penalty being assessed against UNISYS.




                                        6

<PAGE>

(3). Limitations on UNISYS Use of Access to United IS. UNISYS shall not use its
access to United IS for any purposes not authorized by an Agreement.

(4). No Software License Granted and Ownership. The access to United IS granted
to UNISYS under the Agreement is limited to granting UNISYS access to the United
IS and does not and shall not be construed as granting UNISYS a license for the
use of the software programs contained in the United IS. Any license to the
software programs contained in United IS shall be pursuant to a separate license
agreement between the Parties. UNISYS shall not and shall not attempt to reverse
engineer or otherwise obtain copies of the software programs contained in United
IS or the source code of the software programs contained in United IS.

UHS represents and warrants to UNISYS that it either owns and/or has rights to
the United IS and it owns or has rights to allow UNISYS to access and use the
software and applications on the United IS solely for the purposes set forth in
the Agreement. This section to the Agreement does not transfer title to or
ownership to rights to United IS or to rights in patents, copyrights, trademarks
and trade secrets encompassed in the United IS to UNISYS.

(5). Security. UNISYS shall use reasonable physical and software-based measures,
commonly used in the electronic data interchange field as such are provided by
UHS to UNISYS or that UNISYS uses in its normal course of business, to protect
data contained in United IS from unauthorized access. UNISYS shall comply with
and shall not attempt to circumvent or bypass UHS's security procedures for the
United IS that are required by UHS and provided to UNISYS during the performance
of the SOW. UNISYS shall advise UHS if conformance with such requirements will
result in additional burdens on UNISYS, and if such burdens will affect UNISYS
ability to deliver the Services and/or increase UNISYS costs to perform the
Services. Notwithstanding the foregoing, any such Changes to the Agreement will
be processed by the Parties in accordance with the terms and conditions of the
Agreement.




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                                                                       EXHIBIT E

                             SECTION 33.02 NOTICES

In the case of UHS:

United HealthCare Services, Inc.
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: James Hudak, CEO, UnitedHealth Technologies
FAX: 952.936.7430

For default or termination, with a copy to:

United HealthCare Services, Inc.
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: David Lubben, General Counsel
FAX: 952.936.0044

And to

United HealthCare Services, Inc.
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Colleen Schmid, Associate General Counsel
FAX: 952.936.1745

In the case of Unisys:

Unisys Corporation
3900 Paramount Parkway
Suite 250 South
Morrisville, North Carolina
27560

Attn: Ken Hadzinski





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<PAGE>
                                   EXHIBIT F

ADDITIONAL NEW PARAGRAPH IN SECTION 22.01 CONFIDENTIAL INFORMATION

         "While it is not contemplated under this Agreement that Unisys will
have a need to use or disclose Protected Health Information or Personal
Information (as those terms are defined below), in connection with providing
services to UHS, in the event Unisys does, this section shall apply.  In
addition to its obligations of confidentiality under this Agreement, Unisys
understands and acknowledges that it may receive from or create or receive on
behalf of UHS Protected Health Information, as defined under the privacy
regulations issued pursuant to the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), and/or nonpublic personal information, as
defined under the Gramm-Leach-Bliley Act and implementing regulations ("GLB"),
during the performance of its obligations under this Agreement. Unisys agrees
to comply with any information privacy and security policies and standards of
UHS that are disclosed by UHS to Unisys in writing and that are applicable to
the aforementioned information. Except as otherwise specified herein, Unisys
may use or disclosure Protected Health Information received from or created or
received on behalf of UHS ("PHI") and nonpublic personal information received
from or created or received on behalf of UHS ("Personal Information") solely to
perform functions, activities, or services for, or on behalf of, UHS as
specified in this Agreement. With regard to its use and/or disclosure of PHI or
Personal Information, Unisys hereby agrees and represents and warrants to UHS
that Unisys shall:

(a)      Not use or further disclose any PHI or Personal Information other than
as permitted by this Agreement.
(b)      At all times maintain and use appropriate safeguards to prevent uses
or disclosures of any PHI or Personal Information other than as permitted by
this Agreement;
(c)      Ensure that any subcontractor or agent to whom it provides any PHI or
Personal Information agrees in writing to the same conditions and restrictions
that apply to Unisys with regard to the PHI or Personal Information, including,
without limitation, all of the requirements of this Section 22.

With regard to its use and/or disclosure of PHI, Unisys hereby agrees and
represents and warrants to UHS that Unisys shall:
(a)      Report promptly to UHS any use or disclosure of any PHI of which it
becomes aware that is not permitted by this Agreement;
(b)      Mitigate, to the extent practicable, any harmful effect that is known
to Unisys of a use or disclosure of PHI by Unisys in violation of the
requirements of this Agreement;
(c)      In the time and manner designated by UHS, make available PHI in a
Designated Record Set, to UHS, or as directed by UHS, to an individual, in
order for UHS to respond to individuals' request for access to information
about them in accordance with the HIPAA privacy regulation;




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<PAGE>
(d)      In the time and manner designated by UHS, make any amendments or
corrections to the PHI in a Designated Record Set that UHS directs in
accordance with the HIPAA privacy regulation;
(e)      In the time and manner designated by UHS, document such disclosures of
PHI and information related to such disclosures as would be required for UHS to
respond to a request by an individual for an accounting of disclosures of PHI in
accordance with the HIPAA privacy regulations;
(f)      In the time and manner designated by UHS, make available to UHS, or as
directed by UHS, to an individual, the information documented in accordance
with subsection (e) above, to permit UHS to respond to a request by an
individual for an accounting of disclosures, in accordance with the HIPAA
privacy regulations;
(g)      In the time and manner designated by UHS or the Secretary of HHS, make
its internal practices, books and records relating to the use and disclosure of
PHI available to UHS and to the Secretary of HHS for purposes of determining
UHS's compliance with the HIPAA privacy regulations.



         Unisys agrees that this Agreement may be terminated by UHS upon written
notice to Unisys in the event that UHS determines that Unisys has violated any
material term of this section. Alternatively, UHS may choose to provide Unisys
with written notice of the existence of an alleged material breach of this
section and afford Unisys an opportunity to cure said breach upon mutually
agreeable terms. Failure to cure, or a determination by UHS that cure is not
practicable or possible, shall be grounds for the immediate termination of this
Agreement. Unisys agrees to defend, indemnify and hold harmless UHS against any
and all claims, liabilities, judgments or damages asserted against, imposed upon
or incurred by UHS that arise out of any violation of this section.



         Upon the termination of this Agreement for any reason, Unisys shall
return to UHS or destroy all PHI and/or Personal Information, and retain no
copies in any form whatsoever. This provision shall apply to PHI and/or Personal
Information that is in the possession of subcontractors, vendors or agents of
Unisys. Unless otherwise specified in this Agreement, all capitalized terms in
this section not otherwise defined have the meaning established for purposes of
Title 45 parts 160 and 164 of the UHS States Code of Federal Regulations, as
amended from time to time. The Parties agree to take such action as is necessary
to amend this Agreement from time to time as is necessary for UHS to comply with
the requirements of HIPAA, the HIPAA privacy regulations, GLB and other federal
and state privacy and consumer rights laws and regulations applicable to UHS.
Unisys agrees to cooperate with and assist UHS in order for UHS to meet its
obligations under applicable privacy laws and regulations. This section shall
survive any termination of this Agreement. The terms and conditions of this
section required by HIPAA shall be construed in light of any applicable
interpretation of and/or guidance on the HIPAA privacy regulation issued by HHS





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<PAGE>
         from time to time. Any ambiguity in this section shall be resolved in
         favor of a meaning that permits UHS to comply with applicable laws and
         regulations.

Notwithstanding  anything to the contrary  contained in this Section 22.01,  UHS
acknowledges and agrees that Unisys has no independent  knowledge of the
requirements  of HIPAA or GLB or any regulations  promulgated  pursuant
thereto.  As a result,  to the extent that any of the obligations  of Unisys
with regard to PHI or Personal  Information  are determined by, relate or refer
to the provisions of HTAA, GLB or any regulations relating thereto,  Unisys
shall be bound by any such  obligation only if and to the extent that Unisys has
been informed by UHS, in writing,  (via policies and procedures or otherwise) of
the requirements of such provision and the procedures that Unisys must follow in
order to comply with such  obligations.  If and to  the  extent  that,  when  so
informed,  Unisys  determines  that  compliance  with  such obligations would be
commercially  unreasonable or unduly burdensome,  Unisys shall so notify UHS and
the  parties  shall work  together  in good  faith to  develop a mutually
acceptable solution,  including,  without limitation,  restricting Unisys's
access to the applicable PHI or Personal Information, if practicable."




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