<PAGE>  1

First Choice Health Network (FCHN)
2005-2007 Long-Term Incentive Program (LTI)

LTI Plan Objectives

Recognize contributions of key executives in the future.  Retain key executives
while motivating the ongoing success of FCHN and its shareholders.

LTI Plan Type

Performance based long-term incentive plan with 80% of potential related to
specific long-term strategic business objectives and 20% related to specific
long-term financial objectives.

LTI Plan Design

Three-year cycle with a cycle budget of $450,000.
Three-year cycle to begin 1/1/2005.
LTI amounts for the 2005-2007 three-year cycle vest at the end of that three-
year cycle.

LTI Eligibility

EVP and CFO, Vice Presidents for a total of 7 key executives.

Award Potential per Participant for 2005-2007 Three-Year Cycle

Of the $450,000 maximum three-year cycle potential, the distribution will be
as follows:
<TABLE>
       <S>                    <C>       <C>
       EVP and CFO            $150,000
       VP (6 total)           $ 50,000  each
                              --------
       Total                  $450,000
                              ========
</TABLE>

LTI Performance Metrics

Performance metrics for the 2005-2007 three-year cycle will be based on
the five-point business plan presented to the Board of Directors in November
2004.  Approximately 3 to 5 LTI goals and progress against them will be
documented for each of the executives in the LTI program as a segment of the
annually produced and routinely updated FCHN Master Operations Plan.  The
Chairs of the Board and Compensation Committee will meet annually with the
CEO to review progress against LTI goals.

                                     1

<PAGE>  2

80% of the LTI potential will be based on the level of achievement by each
executive towards their LTI goals as these are defined consistent with the
three-year strategic plan for a three-year LTI cycle.

20% of LTI value will be based on actual cumulative operating income results
for the three-year LTI cycle as compared to the approved three-year strategic
plan. A minimum threshold of 75% cumulative achievement of all LTI goals must
occur for there to be any LTI value at the end of a three-year LTI cycle.

All individual LTI goals will be objectively measurable and include specific
metrics for achieving 100% of target as well for lesser levels of achievement.
In addition, individual LTI goals must be achieved at a 75% level to create any
cumulative LTI value.

The 3 to 5 LTI goals will be weighted in accordance to their relative
importance for the three-year strategic plan.

LTI Payouts for each Three-Year Cycle

The value of the payout at the end of the three-year cycle will be the sum
total of the performance for all LTI goals for that three-year cycle calculated
as outlined above.

Payout will normally be in cash by the end of the first quarter after calendar
year end.

Participants may choose to have a payout or a portion of a payout made as
deferred compensation to be placed in the FCHN Rabbi Trust.

Provisions in the event of Participant Termination

Death, disability, retirement or termination without cause will result in
payment at the rate of LTI performance value appreciation for calendar years of
service completed prior to the time of the event.

Resignation or involuntary termination for cause will result in the immediate
forfeiture of any LTI value.

Other Provisions

All cash payments are subject to withholding taxes at time of payout.

The LTI is not transferable.

The plan will be administered by FCHN or its designated representatives.

The company has the right to amend, modify, interpret or terminate the LTI plan
at any time for any reason as long as benefits previously earned and unpaid
under the plan are not eliminated.

The plan is unfunded.  All accruals under the plan are unsecured and subject to
creditors.  Earned payouts placed in the FCHN Rabbi Trust are subject to
creditors.

                                     2