Master Agreement For Computer Software, Products
                              and Related Services


                                     between


                     Alternative Technology Resources, Inc.


                                       and


                  Resource Information Management Systems, Inc.


                        Effective Date: January 12, 2001


<PAGE>2


                                TABLE OF CONTENTS

SECTION

1.      Relationship Management                                                3

2.      Definitions                                                            4

3.      Limited Warranties; Disclaimer                                         8

4.      Remedies and Limited Liability                                        11

5.      Ownership                                                             15

6.      Confidentiality                                                       17

7.      Developed Software                                                    20

8.      Audit Rights                                                          21

9.      Licensed Software Escrow                                              22

10.     Taxes                                                                 22

11.     Pass-through Charges                                                  22

12.     Dispute Escalation; Mediation                                         22

13.     Term and Termination                                                  23

14.     Indemnities and Liability                                             24

15.     Press Releases; Public Announcements                                  25

16.     Miscellaneous                                                         25


<PAGE>3


This Agreement is between  Alternative  Technology  Resources,  Inc., a Delaware
corporation  with its principal  place of business at 629 J Street,  Sacramento,
California ("ATR" or "Customer") and Resource  Information  Management  Systems,
Inc.,  an  Illinois  corporation  with its  principal  place of  business at 500
Technology Drive, Naperville, Illinois ("RIMS") effective as of January 12, 2001
("Effective  Date")  relating  to the  licensing  of computer  software  and the
provision of related services and products.

Section 1.     Relationship Management.

1.1  Overview.  This Agreement is intended to be a "Master  Agreement" that will
     provide  the common  terms and  conditions  that will  govern the  parties'
     contractual  relationship  on an  ongoing  basis.  The  specific  agreement
     between  the  parties  will be set  forth in  "Statements  of Work" to this
     Master  Agreement,  which will address various products or services related
     to the health care claims payment and administration industry.

1.2  Statements  of Work.  Statements  of Work and the issues  they cover may be
     added in the future which will be governed by the provisions of this Master
     Agreement.

1.3  Party Representatives.

1.3.1Relationship  Managers.  Each party shall at all times  designate  at least
     one  management  level  employee  ("Relationship  Manager")  who will  have
     responsibility  for compliance with this Agreement,  communication with the
     other party regarding this Agreement and all disputes, inquiries, requests,
     and management issues related to the Agreement or any matter concerning the
     relationship between ATR and RIMS.

1.3.2Relationship   Managers  will  exchange  and  keep  current  the  telephone
     numbers,  mailing address,  e-mail address,  and facsimile  numbers for all
     other  Relationship  Managers.  Changes  in  the  identity  or  information
     regarding  the  Relationship  Manager  shall be made by notice to the other
     party.

1.4  Use Of Affiliates and Subcontractors. RIMS may use affiliated companies and
     third  parties to provide  products and  services  which may be required by
     this Agreement provided RIMS maintains substantial  supervision and control
     over such providers.  RIMS will not outsource operation of the Data Center,
     software  "Support  Services" or  "Implementation  Services"  without prior
     notice to and consent by Customer,  which consent will not be  unreasonably
     withheld.

<PAGE>4


Section 2.     Definitions.

2.1  "Agreement" means this Master Agreement for Computer Software, Products and
     Related Services including all Statements of Work and Exhibits.

2.1.1 "Master Agreement" means the Agreement excluding Statements of Work.

2.2  "Applicable  Federal Law" shall mean those United States  Federal  statutes
     and regulations  which govern  Customer's use of Licensed  Software and the
     privacy of patient data.

2.3  "Claim"  means  information  submitted  by a Provider or covered  person to
     establish that medical  services were provided to a covered person in order
     to process for payment or "Repricing".

2.4  "Customer"  means  Alternative  Technology  Resources,   Inc.,  a  Delaware
     corporation.

2.5  "Customer's Site" is 629 J Street, Sacramento, California, 95814.

2.6  "Cure Period" is a commercially  reasonable time, not less than thirty (30)
     days, after receiving notice of a breach of warranty from Customer,  within
     which  RIMS  may  correct  such  breach  of  warranty,  using  commercially
     reasonable efforts to make such correction.

2.7  "Delivery"  of  Licensed  Software  means  that the  Licensed  Software  is
     available  for use by  Customer  using the  method  mutually  agreed by the
     parties.

2.7.1. "Delivered" means Delivery has occurred.

2.7.2"Delivery Date" is the date Delivery is deemed to occur.  The Delivery Date
     shall  be the  first  date  following  Delivery  on which  notice  has been
     received by Customer from RIMS  notifying  Customer that Licensed  Software
     has been Delivered ("Delivery Notice").

2.8  "Emergency Recovery" shall mean those emergency plans and equipment used by
     the RIMSLink Data Center to provide  Services in the event of an occurrence
     described in the "RIMSLink Data Center Emergency Recovery Plan".

2.9  "Escrow  Agreement"  is the Source Code Escrow  Agreement  provided  for in
     Section 9 of this Agreement and attached as Exhibit 9.

2.10 "Fees" are "License Fees",  "Service Fees" and any other charge to Customer
     by RIMS pursuant to any Statement of Work.

<PAGE>5


2.10.1  "License  Fees" are charges to Customer by RIMS for use of any  Licensed
        Software as set forth in a Statement of Work for such Licensed Software.

2.10.2  "Service  Fees"  are  charges  to  Customer  by RIMS  for any  "Service"
        provided  pursuant to a Statement of Work. If a Service is provided by a
        third  party,  the fee for such  Service  may,  but need not be a "Third
        Party Service Fee".

2.10.3  "Third  Party  Service  Fee" is a fee for a Service  paid  directly to a
        Third Party for such Service.

2.11    "RIMSLink Data Center" means any RIMS computer data center at which RIMS
        Equipment  is housed,  and  through  which  Customer  (through  Customer
        Equipment) will use Licensed Software, conduct Transactions, and process
        Claims and related data.

2.12    "Equipment" means 1) the RIMS Equipment and 2) the Customer Equipment.

2.12.1  "RIMS Equipment" is the computer(s),  disk drive storage,  router(s) and
        other  required  equipment  (including   telecommunications   equipment)
        located at a RIMSLink Data Center.

2.12.2  "Customer  Equipment" is computer  servers (as required),  workstations,
        printers,  routers,  modems and other related  communications  equipment
        supplied by Customer and used by Customer to process  computer input and
        output to and from the RIMS Equipment.

2.13    "Repricing"  means the  determination  or  specification of the amount a
        Provider has agreed to accept as full  payment for health care  services
        and/or  products in lieu of the charge stated by the Provider in a claim
        or a bill for those services or goods.

2.14    "Statement  of Work"  shall mean the  agreements  relating  to  specific
        services or products  between  Customer  and RIMS which are entered into
        now or in the  future  as a result of and  pursuant  to the terms of the
        Master Agreement.  Each Statement of Work shall refer to and incorporate
        the Master  Agreement.  The  Statement  of Work shall  control  over any
        conflicting provision of this Master Agreement.

2.14.1  Each Statement of Work is a separate and independent  agreement  between
        Customer and RIMS, even though a Statement of Work may incorporate terms
        or make reference to the Master Agreement or another Statement of Work.

2.15    "Services"  means any service  provided by RIMS to or for the benefit of
        Customer as  provided in any  Statement  of Work.  Services  may include
        support,  implementation,  training,  Transaction  Services or others as
        agreed by the parties.

<PAGE>6

2.15.1  "Transaction  Services" shall mean electronic services performed by RIMS
        or third parties at RIMS' and Customer's direction,  for Customer or its
        customers,  with regard to Claims or other data, pursuant to a Statement
        of Work.

2.16    "Software" is all Licensed Software and Developed Software.

2.16.1  "Licensed Software" means those computer software programs,  systems and
        related  materials  specifically  identified  in a Statement  of Work as
        "Licensed Programs".  Licensed Software includes all Derivative Products
        and Enhancements for the Licensed  Software.  Licensed Software does not
        include Customer's data or data of any customer of Customer.

     A.   "Derivative Products" means any software, program or product developed
          by the parties  either  separately or jointly  during the term of this
          Agreement which uses, incorporates,  employs, or includes any Licensed
          Software,  any component or element of any Licensed  Software,  or any
          materials or documentation  related to Licensed  Software.  Derivative
          Products shall also include any software,  product or program which in
          any way directly or indirectly used the Licensed  Software or any part
          of the  Licensed  Software  for  its  development,  or as a  basis  or
          component.  Customer's  data  shall  not be  considered  a  Derivative
          Product.

     B.   "Enhancements"  shall mean any  modifications  or additions that, when
          made,  added to,  directly or indirectly  created from,  originated or
          derived  from,  or  re-engineered  from or through  Licensed  Software
          (whether or not dependent upon the Licensed  Software),  in any manner
          whatsoever change the utility,  efficiency,  functional capability, or
          application  of the Licensed  Software.  Customer's  data shall not be
          considered an "Enhancement".

     C.   "Essential  Functionality"  means a capability or function of Licensed
          Software which is essential to operation of the Licensed Software as a
          whole, and which is not cosmetic,  or available in the same or similar
          fashion  through  a  "work-around",  and the  absence  of which is not
          merely  inconvenient to a user of the Licensed  Software.  Examples of
          Essential Functionality may be included in an exhibit to the Statement
          of Work for such software.

2.16.2  "Customer  Enhancements" shall be that software,  computer code or other
        product resulting when (i) Customer develops  modifications,  Derivative
        Products,  or Enhancements to the Licensed Software as permitted by this
        Agreement, or (ii) RIMS creates Developed Software for Customer which is
        specifically  identified and which RIMS expressly agrees by Statement of
        Work prior to the  commencement of such  development that such Developed
        Software shall not be licensed except to Customer.

2.16.3  "Developed  Software" is computer  code or software  created by RIMS for
     Customer.

<PAGE>7

2.16.3.1  Developed  Software,  after  Delivery  to  Customer  pursuant  to this
     Agreement or a Statement of Work shall be either (i) Licensed  Software for
     purposes of this Agreement and any applicable  Statement of Work ("Standard
     Developed  Software")  or  (ii)  subject  to such  restrictions  as to use,
     availability of support or maintenance, or limitation of warranty as may be
     agreed  by the  parties  and  set  forth  in a  Statement  of  Work or this
     Agreement  ("Custom  Developed  Software").  Each  Statement  of  Work  for
     Developed  Software  shall  designate  such software as Standard  Developed
     Software  or  Custom  Developed   Software,   provided   however,   if  not
     specifically designated Standard Developed Software, such software shall be
     deemed Custom Developed Software.

2.16.3.2In  the  absence  of  express   agreement   to  the   contrary,   if  no
        "Functionality Criteria" are specified in the Statement of Work for such
        Custom  Developed  Software,  Custom  Developed  Software  shall have no
        warranty  as to  functionality  as  provided  in  Section  3.1.1 of this
        Agreement,  nor will any other  express  or  implied  software  warranty
        apply.  If  "Functionality  Criteria"  are specified in the Statement of
        Work governing Custom Developed Software,  the functionality warranty as
        to such software shall be solely as provided in Section  3.1.1.1 of this
        Agreement.  Upon Delivery, Custom Developed Software shall be subject to
        all limitations concerning use, confidentiality,  transfer and ownership
        which apply to Licensed Software,  but shall not otherwise be considered
        Licensed Software.

2.16.4  "Third  Party  Software"  is  computer  software  used  by  Customer  in
        conjunction with Licensed Software,  Developed Software,  the Equipment,
        the RIMSLink Data Center, or any Transaction, which is not owned by RIMS
        and which is not Licensed Software or Developed Software.

2.17    "Software  Specifications"  means  the  End-user  Documentation  for any
        Software (including that End-user  Documentation which shall be supplied
        by RIMS at or reasonably  promptly after Delivery of Standard  Developed
        Software) plus any additional specifications contained in a Statement of
        Work which are specifically designated as a "Software Specification."

2.17.1  "End-user Documentation" shall be the sole description of the capability
        and  functionality of the Licensed  Software,  hardware  requirements or
        capabilities   of  the   Licensed   Software  to  which  such   End-user
        Documentation  pertains,   unless  otherwise  stated  in  an  applicable
        Statement of Work.

2.17.2  New Releases.  RIMS may alter the then-current  Software  Specifications
        with each new release of Licensed  Software.  Specifications for any new
        release of Licensed Software Delivered to Customer shall become the sole
        Software Specifications for the Licensed Software to which they pertain.

2.18    "Transaction"  shall mean  information  processed  as a distinct  Claim,
        inquiry,  Repricing  request or information  request by Customer,  or on
        Customer's  behalf,  or on behalf of a customer  of  Customer as part of
        this Agreement.

<PAGE>8

2.19 "Warranty  Repair" is the remedy for breach of limited warranty with regard
     to functionality of Licensed  Software as specifically  provided in Section
     3.1.1,  or as to Custom  Developed  Software  as  specifically  provided in
     Section 3.1.1.1.


Section 3. Limited Warranties; Disclaimer.

     Except as expressly  changed or  supplemented  by a Statement of Work, this
     Section 3 contains all  warranties  for any product or Service  provided by
     RIMS or third  parties  to or for the  benefit  of  Customer  or any of its
     customers, clients or other persons or entities.

3.1  Software and Services Warranty.

3.1.1Warranty of Software  Functionality.  RIMS warrants that Licensed  Software
     shall   substantially   conform  to  that  Licensed   Software's   Software
     Specifications  at the time of its  Delivery  to  Customer.  RIMS shall use
     commercially  reasonable  efforts to correct  Licensed  Software so that it
     substantially conforms to its Software Specifications.

3.1.1.1Custom Developed  Software.  RIMS warrants that Custom Developed Software
     for which "Functionality Criteria" are provided shall substantially conform
     to such  Functionality  Criteria at the time of Delivery to Customer.  RIMS
     shall provide  commercially  reasonable efforts to correct Custom Developed
     Software so that it substantially  conforms to the  Functionality  Criteria
     for such  software.  Absent notice from Customer to RIMS within thirty (30)
     days of Delivery of Custom Developed Software specifically  identifying any
     aspect in which Custom Developed Software fails to substantially conform to
     the applicable Functionality Criteria,  ("Functionality Deficiency Notice")
     it will  be  conclusively  presumed  that  the  Custom  Developed  Software
     substantially  conforms  to the  Functionality  Criteria  and no further or
     additional  warranty shall apply except under Section 3.1.6 as to Services.
     In the event of a proper and timely  Functionality  Deficiency  Notice, the
     provisions of Sections 4.1.1.1.  and 4.1.3 shall provide the sole remedy to
     Customer for such breach.

3.1.2New Releases.  Any new releases of Licensed Software  Delivered to Customer
     by RIMS will be covered by warranty as Licensed  Software as of the date of
     Delivery,  whereupon no prior release  levels shall be warranted.  Such new
     releases  may have  Software  Specifications  which  differ  from  Software
     Specifications of prior releases of such Licensed Software.

<PAGE>8

3.1.2.1 If RIMS removes  Essential  Functionality  contained within the original
     Software  Specifications  of the Licensed Software within sixty (60) months
     of the Delivery of the Licensed Software which contains such functionality,
     provided  Customer is then a party to a Software  Support  and  Maintenance
     Statement  of Work for the  Licensed  Software,  (a) RIMS,  upon request of
     Customer,  will  use  its  commercially  reasonable  efforts  to  devise  a
     correction  or  modification  to enable  Customer  to perform  the  removed
     functionality  using the existing release of the Licensed  Software,  which
     correction or modification will be performed by RIMS at its expense, or, in
     the event RIMS is unable to devise  such  correction,  (b)  Customer  shall
     receive  Support  Services  for its  then-current  release of the  Licensed
     Software at no  additional  charge,  notwithstanding  any other  obligation
     which  would  otherwise  exist for  Customer  to use a new  release  of the
     Licensed Software for the remainder of any existing term of the license for
     such Licensed Software.

3.1.2.2 During the time Customer is entitled to continue use of an older version
     of  the  Licensed  Software  pursuant  to  this  subsection,  the  Software
     Specifications  for the release used by Customer  shall  remain  unchanged.
     Upon Customer  requesting or using a new release of the Licensed  Software,
     and upon  Delivery  of same by RIMS,  the  Software  Specifications  of the
     Licensed   Software   shall  be  amended  to  conform   with  the  Software
     Specifications of the new release.

3.1.3Silence.   Omissions   from  Software   Specifications,   descriptions   of
     functionality for Licensed Software not included in Software Specifications
     or Functionality  Criteria are not intended as (and should not be construed
     by  any  court  or  party  as)  a  representation,  statement  or  warranty
     concerning the Licensed  Software or Developed  Software or its capability,
     capacity,  performance,  functionality,  or  hardware  requirements.  RIMS'
     obligation to meet descriptions of functionality or Functionality  Criteria
     is met if RIMS produces  computer code achieving such  functionality in any
     manner.

3.1.4Modifications  and  Enhancements.  With each new  release  of the  Licensed
     Software,  the  functionality  of the Licensed  Software may be enhanced or
     changed  in a  manner  that  may  modify  its  conformity  to the  Software
     Specifications  in  effect  at the  time  of  such  release.  RIMS  product
     management personnel will include Enhancements using their discretion,  and
     the  Software  Specifications  shall  be  deemed  modified  at the  time of
     Delivery of each such new release to include such  Enhancements;  provided,
     however,  Customer's obligation to begin use of a new release is subject to
     the limitations provided in Section 3.1.2 of this Agreement.

3.1.5Authority to License  Software.  RIMS  warrants that it has the legal right
     to license Licensed Software as provided in a Statement of Work.

<PAGE>10

3.1.6Services  Warranty.  RIMS warrants that the Services  provided  pursuant to
     any  Statement  of Work  shall be  provided  in a  commercially  reasonable
     manner. Warranty as to Transaction Services is subject to the provisions of
     Section 3.1.7 of this Agreement.

3.1.7Transaction  Service  Limited  Warranty.  RIMS  warrants  that  Transaction
     Services  provided by RIMS to Customer  under a Statement  of Work (but not
     those  provided  by  third  parties)  will be  provided  in a  commercially
     reasonable manner.

3.1.7.1 Transaction Services  Assistance.  Notwithstanding that RIMS provides no
     warranty with regard to  Transaction  Services  which are provided by third
     party vendors, RIMS will (i) provide Customer with a copy or description of
     the warranty and support services agreements of the third party vendor, and
     (ii) pass on to  Customer  those  warranty  rights  regarding  third  party
     Transaction  services  which are  transferable  and (iii) either (a) assist
     Customer in a  commercially  reasonable  manner to make claims against such
     third parties for warranty  breaches or service with regard to  Transaction
     Services  provided by or through  third  party  vendors,  or (b)  prosecute
     claims on Customer's behalf at Customer's direction and expense with regard
     to Transaction Services provided by or through third party vendors.

3.1.8Data  Center  Limited  Warranty.  RIMS  warrants  that it will  operate the
     RIMSLink Data Center in a commercially reasonable manner.

3.1.9Support Services Limited Warranty.  RIMS warrants that the Support Services
     provided  under any  Statement of Work shall be provided in a  commercially
     reasonable manner.

3.2  Disclaimer of Warranties. Other than as expressly set out in Section 3.1 or
     in an applicable  Statement of Work,  RIMS disclaims all express or implied
     warranties, Representations, and conditions of any kind or nature as to any
     product  or  service  of any  type  including,  by way of  example  and not
     limitation,  warranties  of  merchantability  or fitness  for a  particular
     purpose,   warranties  of  results,   performance,   uptime,   accuracy  of
     information,   system  integration,   scalability,   performance  with  any
     particular  computer  hardware  or  system  of  computer  hardware,  volume
     performance  as it relates to claims,  data or "covered  lives"  processed,
     speed,   response   time,   software   or  data   "load-time,"   commercial
     practicability,  that the  products  or  services  will be "error" or "bug"
     free, or concerning  Transaction  Services provided by third parties.  RIMS
     expressly  disclaims  any  warranty or  representation  concerning  patent,

<PAGE>11

     copyright or other violation of intellectual property rights by Third Party
     Software, Equipment or means or medium other than Licensed Software.

Section 4.  Remedies and Limited Liability.

4.1  Licensed  Software  Remedy.  In the event of any breach of the warranty for
     Licensed  Software  contained in Section  3.1.1 of the  Agreement or Custom
     Developed Software  contained in Section 3.1.1.1 of the Agreement,  subject
     to Sections  4.1.1.1 or 4.1.2  below,  RIMS' sole  responsibility  shall be
     Warranty Repair.

4.1.1Failure of Warranty  Repair.  Subject to Section 4.1.2,  upon RIMS' failure
     to correct a breach of the Warranty contained in Section 3.1.1 by providing
     Warranty  Repair,  RIMS will refund prepaid  unearned  License Fees paid by
     Customer  prorated for that portion of the Licensed Software which breaches
     the warranty  ("Uncorrected  Portion").  RIMS shall have no  liability  for
     Warranty  Repair or refund after sixty six (66) months from Delivery of the
     Licensed Software.

4.1.1.1 RIMS shall have a period of thirty (30) days to correct  any  deficiency
     (which may  include a failure to  Deliver)  identified  in a  Functionality
     Deficiency  Notice (as defined in Section  3.1.1.1  above) after receipt of
     the Functionality  Deficiency Notice ("Correction  Period").  Functionality
     Deficiency  Notice shall be provided to RIMS by Customer within thirty (30)
     days of Delivery.  Following the  Correction  Period,  Customer  shall have
     fifteen (15) days within which to notify RIMS in writing specifying any way
     that the Custom Developed  Software continues to fail to substantially meet
     the Functionality  Criteria,  whereupon RIMS shall have a second Correction
     Period.  After the second  Correction  Period,  Customer shall have fifteen
     (15) days  within  which to notify RIMS in writing  identifying  a specific
     manner  in  which  the  Custom  Developed  Software  continues  to  fail to
     substantially meet the Functionality Criteria,  whereupon RIMS shall have a
     third Correction Period. After the third Correction Period,  Customer shall
     have  fifteen  (15) days within  which to notify  RIMS in writing,  and (i)
     identifying  a  specific  manner in which  the  Custom  Developed  Software
     continues to fail to substantially  meet the  Functionality  Criteria,  and
     (ii) to reject  the Custom  Developed  Software.  If the  Custom  Developed
     Software is properly rejected,  RIMS shall be in breach of the Statement of
     Work,  and Customer  shall have the remedies  provided in Section 4.1.3 for
     failure of Warranty  Repair.  If RIMS Delivers  Custom  Developed  Software
     meeting the  Functionality  Criteria,  it has met its obligation  under the
     Statement of Work.

4.1.2If RIMS is unable to  complete a Warranty  Repair for a warranty  breach of
     the Licensed  Software which renders it unable to substantially  perform an
     Essential  Functionality  (e.g.  inability of the NetworX  System  Licensed
     Software to perform  Repricing) within ninety (90) days of receiving notice
     of such warranty  breach,  regardless of whether such period is otherwise a
     commercially  reasonable time for Warranty Repair to occur,  Customer shall
     be entitled to terminate  the  Statement  of Work  creating the License for
     such Licensed  Software,  whereupon  the license for any Licensed  Software
     will terminate.  Such  termination must occur by written notice received by
     RIMS  after  expiration  of such  ninety  (90)  day  period  and  prior  to
     completion of Warranty Repair,  and shall be in lieu of any other remedy or
     damages.

4.1.3In the  event  RIMS is  unable  to  complete  Warranty  Repair as to Custom
     Developed  Software as provided in Section 4.1.1.1 of this Agreement,  RIMS
     will refund to Customer  the Service  Fees paid by Customer for such Custom
     Developed Software prorated for the uncorrected portion of such Software.

4.2  Infringement Remedy. In the event of any actual or threatened  Infringement
     Claim, RIMS shall defend or settle any proceeding  brought against Customer
     to the extent that it is based on a claim that Licensed Software maintained
     to its  Software  Specifications  and being within the scope of the License
     under this Agreement  constitutes an infringement of a U.S. copyright or an
     existing  U.S.  patent  ("Infringement  Claim")  subject  to the  following
     conditions:

     A.   RIMS is notified of the Infringement Claim promptly in writing; and

     B.   RIMS is given  complete  authority  and  information  required for the
          defense of the Infringement Claim.

4.2.1Damages.  RIMS  shall pay all  damages  and costs  awarded  because  of the
     Infringement Claim against Customer,  but RIMS shall not be responsible for
     any cost, expense or compromise  incurred or made by Customer without RIMS'
     prior written consent.

4.2.2Cure of Potential  Infringement  Claim. In the event any Licensed  Software
     furnished  hereunder  is in RIMS'  opinion  likely  to, or does  become the
     subject of an Infringement Claim, RIMS may, at its option and expense,  (i)
     procure for  Customer the right to continue  using the  Licensed  Software,
     (ii)  modify the  Licensed  Software  to make it  non-infringing,  or (iii)
     substitute other Software of similar capability.

4.2.3 Termination; Continued Use.

     A.   If none of the  alternatives  set forth in Section 4.2.2 is reasonably
          available to RIMS in its opinion,  RIMS may  terminate  the license of
          such Licensed  Software upon seven (7) days written notice to Customer
          without  liability  or  obligation  to Customer  except as provided in
          subsection 4.2.5 below.

<PAGE>13

     B.   If,  however,  the  Licensed  Software is not the subject of an actual
          Infringement Claim, Customer may elect to continue using such Licensed
          Software until an injunction issues or the Infringement Claim has been
          withdrawn,  and Customer  agrees to defend any action  involving  such
          claim when an  Infringement  Claim is made, and to indemnify RIMS with
          respect to all costs,  damages and attorneys' fees attributable to use
          of the Licensed  Software by Customer  after notice by RIMS.  RIMS may
          participate  at its  expense in the defense of any such action if such
          claim is against RIMS.

4.2.4Liability  for  Unaltered  Licensed  Software  Only.  RIMS  shall  have  no
     liability  for any  Infringement  Claim  based upon the use of other than a
     current,  unaltered  release of the Licensed  Software  available from RIMS
     (except  as  permitted  by  Section  3.1.2.1  of this  Agreement),  if such
     infringement  would  have  been  avoided  by the  use of (i)  such  current
     unaltered  release,  or (ii) a  combination  of the Licensed  Software with
     non-RIMS programs or (iii)  combination of the unaltered  Licensed Software
     with any  other  programs  or data;  provided,  however,  RIMS may  require
     Customer to cease use of a version of Licensed Software otherwise permitted
     under Section 3.1.2.1 pursuant to Section 4.2.2 of this Agreement.

4.2.5Infringement Limitation of Liability.  Following execution of any Statement
     of Work  which  licenses  Licensed  Software  which  becomes  subject to an
     Infringement Claim, in the event RIMS is unable to correct any Infringement
     Claim as provided  in Section 4.2 above,  subject to Section 4.2 and 4.2.1,
     RIMS' sole liability to Customer for any  Infringement  Claim made shall be
     to refund any prepaid unearned License Fee paid for such Licensed Software,
     on a pro  rata  basis.  Such  liability  shall be  pro-rated,  based on the
     License Fee paid for the infringing portion of the Licensed Software. After
     the sixty-six (66) months following Delivery,  RIMS shall have no liability
     to  Customer  for any  Infringement  of a  copyright  or patent as provided
     herein or otherwise.

4.2.6Entire  Liability  and  Limitation  for  Infringement  Claims.  Section 4.2
     states the entire remedy, responsibility and liability of RIMS with respect
     to Infringement of any copyright or patent by Licensed  Software,  any part
     of the  Licensed  Software,  the  RIMS  Equipment,  or any part of the RIMS
     Equipment, and is in lieu of all remedies,  expressed or implied, in regard
     thereto.  The Section 3.1.1  warranty does not apply to other than Licensed
     Software used on RIMS Equipment or permissibly used on Customer  Equipment.
     RIMS expressly disclaims any warranty or representation  concerning patent,
     copyright or other violation of intellectual property rights by Third Party
     Software, equipment or means or medium other than Licensed Software.

<PAGE>14

4.3  Services Remedy.  Subject to contrary  provision in a Statement of Work, in
     the event any type of Services  are  provided  which breach the Warranty of
     Section  3.1.6,  3.1.7 or 3.1.9,  RIMS  shall use  commercially  reasonable
     efforts to cure the breach  during the Cure Period.  Upon RIMS'  failure to
     cure the breach or to use  commercially  reasonable  efforts to cure within
     the Cure Period, Customer's sole remedy shall be to terminate the Statement
     of Work  applicable  to the Services not provided in  compliance  with this
     Warranty and/or damages as permitted in Section 4.3.1.

4.3.1Damage Limit;  Services.  RIMS' total  liability for any damages related to
     non-conforming  Services  shall in no event exceed the Service Fees paid by
     Customer  prior to termination of the Statement of Work AND after notice of
     breach to RIMS  under the  specific  Statement  of Work  pertaining  to the
     non-conforming services which give rise to such damages.

4.4  Data Center Services Remedy. Any remedy, including damages, for a breach of
     the  warranty  or failure  to  provide  any Data  Center  Service,  whether
     described in Section 3.1.8 or  otherwise,  shall be solely as provided in a
     Statement of Work concerning such Data Center Services.

4.5  Overall General Limitation of Liability.

4.5.1Amount of Damage Limit. In no event and under no circumstances  shall RIMS'
     liability related to any product,  service obligation or event contemplated
     under this Agreement,  whether pursuant to contract,  tort,  statute, or in
     any  way  related  to  Software  Services,  Transaction  Services,  Support
     Services,  or licenses not provided in  conformity  with this  Agreement or
     otherwise  concerning  this  Agreement,  exceed the License or Service Fees
     actually paid by Customer for such  non-conforming  Licensed  Software,  or
     Service,  and with  respect to  liability  for  breaches of this  Agreement
     (including  Statements  of Work) not relating to any  particular  products,
     Licensed  Software,  or service  shall in no event  exceed the License Fees
     (EXCLUDING LICENSE FEES FOR THIRD PARTY SOFTWARE) paid under this Agreement
     during the prior twelve (12) month period.

4.5.2Type of  Damages  Excluded.  In no event  shall  RIMS be liable  under this
     Agreement  or  any  Statement  of  Work  for  any   indirect,   incidental,
     consequential,  special  or  punitive  damages  of any  nature  whatsoever,
     including by way of example and not  limitation,  damages arising from lost

<PAGE>15

     data, lost profits, down-time or delay,  notwithstanding that RIMS has been
     advised of the possibility of such damages.

4.5.3Entire  Remedy and  Limitation  of  Liability.  RIMS' entire  liability and
     Customer's sole remedy whether  pursuant to contract,  tort,  statute or in
     any way related to or otherwise concerning the Licensed Software is limited
     as set forth in this Section 4.

4.6  Termination.  In the  event  of any  refund  of  License  Fees as a  remedy
     provided   hereunder,   the  license  for  such  Licensed   Software  shall
     immediately terminate.

Section 5. Ownership.

5.1  RIMS Ownership.  RIMS shall own all rights to Licensed Software,  Developed
     Software,  Enhancements,  Customer  Enhancements  or  Derivative  Products.
     Customer  shall  have no  ownership  rights or right to  transfer  Licensed
     Software,  Developed  Software,  Enhancements,   Customer  Enhancements  or
     Derivative Products except as specified in a Statement of Work.

5.2  Customer Data Ownership.  Customer's data and data of Customer's  customers
     or clients or patients of Customer's  customers or clients which is used on
     or with any Licensed Software shall not thereby become Licensed Software or
     a Customer  Enhancement,  nor shall RIMS have any  property  rights to such
     data.

5.3  Customer  Enhancements.   Customer  Enhancements  shall  be  restricted  as
     follows:

5.3.1No  Relicense.  Neither RIMS nor Customer  shall use or relicense  Customer
     Enhancements  except in  conjunction  with use of the Licensed  Software or
     other Licensed  Software pursuant to the Master Agreement or as provided in
     a Statement of Work.

5.3.2Independent  Developments.  The  restrictions of Section 5.3.1 above do not
     limit RIMS from  independently  developing or re-creating the functionality
     of any  Customer  Enhancement  for another  Customer  or for RIMS'  general
     development  and RIMS  shall  have the sole  right  to  license,  sell,  or
     otherwise  distribute  or  transfer  any  rights to such  software  without
     further consent or obligation to Customer for such software.

5.3.3No  Customer  Enhancements  will be  developed  by  Customer or RIMS absent
     express agreement in writing as to the nature,  scope and price of any such
     Customer Enhancements.

<PAGE>16

5.4  Customer Screen Identification. Unless Customer and RIMS agree otherwise in
     any Statement of Work governing license of any Licensed Software,  Customer
     may display to its  customers and other  authorized  users of such Licensed
     Software  an  identifying  phrase or logo which  identifies  Customer,  its
     products,  services  and  programs  to such user of the  Licensed  Software
     ("Customer  Screen  Logo").  If a  Customer  Screen  Logo  is  used  with a
     particular Licensed Software, the following restrictions shall apply:

5.4.1RIMS  Approval.  Customer shall obtain RIMS' prior approval of the form and
     mechanism for display of any Customer Screen Logo, which approval shall not
     be unreasonably withheld.

5.4.2Approval Criteria/Conditions.  A Customer Screen Logo or separate following
     screen for the Licensed  Software  shall (i) fairly  represent that RIMS is
     the owner or  authorized  licensee  of the  Licensed  Software  and related
     intellectual  property to which the Customer Screen Logo is attached,  (ii)
     shall not  represent  or imply that RIMS and ATR are other than  vendor and
     vendee with regard to the products and services being used, and (iii) shall
     not in  any  way  infringe  upon,  detract  from  or  injure  any  patents,
     copyrights,  trademarks,  trade names,  trade dress, or other  intellectual
     property  rights to any product or service being used. The  requirements of
     this Section 5.4.2 shall appear not later than the third (3rd)  "screen" of
     the Customer Screen Logo for the Licensed  Software in a specific  location
     determined by Customer.

5.4.3Cost. The Customer Screen Logo shall be  incorporated in Licensed  Software
     only by RIMS personnel,  at Customer's  expense, at RIMS then-current rates
     for such work,  and subject to  schedule  availability  of RIMS  personnel.
     Customer  shall  additionally  pay any costs for  support  of the  Customer
     Screen Logo, including costs of incorporating the Customer Screen Logo into
     any new release of Licensed Software.

5.4.4Warranty Exclusion.  There shall be no warranty of any type or description,
     either express or implied,  with regard to any Customer  Screen Logo or use
     thereof.  In the event of Customer  dissatisfaction  with a Customer Screen
     Logo for any  reason,  RIMS shall use  commercially  reasonable  efforts to
     modify or repair the Customer Screen Logo at Customer's  expense,  at RIMS'
     then-current  rates for such work. If RIMS  reasonably  determines that the
     Customer  Screen  Logo  cannot  be made to  work to  Customer's  reasonable
     satisfaction  and otherwise in compliance with this  Agreement,  Customer's
     sole  recourse  shall be to have RIMS remove the Customer  Screen Logo from
     the Licensed

<PAGE>17


     Software  and to  restore  the  Licensed  Software  to the form in which it
     existed prior to  installation of the Customer Screen Logo, such removal at
     Customer's expense.

5.4.5Ownership. Nothing in this Section 5.4 shall give Customer any intellectual
     property  rights or other rights in or to any Licensed  Software or portion
     thereof,  nor shall Customer receive any right to use a copyright,  patent,
     trademark,  trade name, service mark, service name or trade dress belonging
     to RIMS, except as expressly provided herein.


Section 6. Confidentiality.

6.1  Confidentiality.

6.1.1Definition.   As  used  herein,   "Confidential   Information"  shall  mean
     Information,  material  and/or  documents  which  belong  to  either  party
     ("Owning  Party"),  which  are  disclosed  to the other  party in  written,
     tangible or oral form,  and which are not  generally  known in the relevant
     industry or industry segment.

6.1.2Oral.  Information disclosed orally shall only be Confidential  Information
     if either the person making the disclosure on behalf of the Owning Party or
     someone else  affiliated  with the Owning  Party orally  notifies the other
     party that the orally  disclosed  information is  Confidential  Information
     (the Owning Party may give this notice by the means for giving notice if it
     wishes) at the time of the disclosure or within a reasonable period of time
     thereafter.

6.1.3Types of Information.  Confidential  Information  includes any information,
     material  and/or  documents  that afford the Owning Party a  commercial  or
     business advantage over others who do not have the information,  materials,
     and/or  documents;  and  information,  materials  and/or documents that the
     Owning Party considers  confidential,  proprietary,  or a "trade secret" as
     those terms are defined by law and which are  designated as  "Confidential"
     at the time of disclosure.  The Owning Party's Confidential Information may
     include,  without  limitation,   financial  information,   business  plans,
     marketing plans, source code, system documentation,  user manuals, training
     instructions,  data structures,  and  modifications  of computer  programs,
     system design, and architecture and other technical developments, drawings,
     designs,  processes,  computer  software,  methods,  formulae,  techniques,
     know-how,  discoveries,  concepts,  ideas,  whether  or  not  they  can  be
     patented, copyrighted or registered as a trademark.

     A.   RIMS'  Confidential   Information.   RIMS'  Confidential   Information
          includes (without  limitation)  Licensed Software including Derivative
          Products or Enhancements,  Source Code and Developed Software, and all
          End-User Documentation or other Software Specifications  pertaining to
          any Software owned or licensed by RIMS.

<PAGE>18

     B.   Customer's   Confidential    Information.    Customer's   Confidential
          Information   includes  pricing  terms,  level  of  pricing,   pricing
          discount,  or other pricing  adjustment  planned,  proposed or used by
          Customer  in  negotiating   with  or  contracting   with  health  care
          providers,  and marketing plans,  strategic plans,  business plans and
          processes   including   contracts  with  Providers  and  Payers,   and
          information regarding clients or customers of Customer and patients of
          customers or clients of Customer.

6.1.4Exclusions. Confidential Information shall not include any of the foregoing
     information  that (i) is or becomes  publicly  known without  breach of any
     confidentiality  obligation,  (ii) is disclosed to the non-Owning  Party or
     its  employees  through a third  party  without  breach of  confidentiality
     obligation  on the part of the third party,  or (iii) that was known to the
     other party prior to execution of this Agreement and was not subject to any
     confidentiality obligation (collectively, the information described in this
     subsection is "Public Information").

6.2  Maintaining Confidentiality.

6.2.1No Disclosure.  Except as permitted under this Agreement, each party hereby
     agrees that  neither  party nor its  employees,  subcontractors,  agents or
     assigns shall use or disclose,  for themselves or others,  any Confidential
     Information of the other party.

6.2.2Reasonable Controls.  Customer and RIMS (on behalf of themselves and all of
     their employees, subcontractors,  agents and anyone else to whom disclosure
     is  permitted)  each  agree  to use  reasonable  controls  to  protect  the
     confidential nature of all Confidential  Information each receives from the
     other hereunder,  and to protect such Confidential  Information in a manner
     consistent  with  the  manner  in  which  each  protects  its  own  similar
     confidential business information.

6.2.3Inform  Employees.  Customer  and RIMS shall  inform every such third party
     and employee of the  confidential  nature of the  Confidential  Information
     each receives.

6.3  Return of Materials, Termination Rights.

6.3.1Property  Rights.  Except  as  provided  in  this  Agreement,   each  party
     understands  and agrees that all  embodiments of  Confidential  Information
     received from the Owning Party  pursuant to this Agreement are the property
     of the Owning Party.

6.3.2Return by  Employees.  Upon  termination  of this  Agreement  for  whatever
     reason,   the   Non-Owning   Party  shall  require  its  employees   and/or
     contractors,  as  applicable,  to deliver  promptly to the Owning Party all
     such materials,  including all copies thereof, in the employees' possession
     or under the employees' control.

<PAGE>19

6.3.3License  Termination.  If this  Agreement  is  terminated  for  any  reason
     (including  termination  resulting from Customer seeking a refund of all or
     any portion of the License Fee), the license for Licensed Software provided
     hereunder   will   terminate  and  Customer   shall  return  all  of  RIMS'
     Confidential Information and all related documentation and materials within
     thirty (30) days of notice of such  termination,  or destroy it and provide
     RIMS with certification of such destruction.

6.4  Injunctive  Relief.  Each party  agrees that a material  violation  of this
     Section 6 would  cause the  Owning  Party  irreparable  injury for which it
     would  have no  adequate  remedy  at law  and,  in the  event  of any  such
     violation,  the  non-offending  party  shall  be  entitled  to a  temporary
     restraining order, a preliminary injunction and any other injunctive relief
     in addition to any other remedies to which the  non-offending  party may be
     entitled at law or in equity.

6.5  Required Disclosure. Nothing in this Agreement shall be deemed to prevent a
     party receiving  Confidential  Information from disclosing it if that party
     is required to do so by a valid  subpoena  or other legal  process,  or the
     authority  of any state or Federal  administrative  agency or  governmental
     body.  Nonetheless,  the  receiving  party  shall  immediately  notify  the
     disclosing party of the request or requirement so that the disclosing party
     may have the  opportunity to challenge the  requirement  that disclosure be
     made.

6.6  Protection of Patient Information.

6.6.1Patient  Information.  In  addition to the  obligations  of RIMS in Section
     6.1,  the parties  acknowledge  that  Customer's  Confidential  Information
     includes  information in any format about patients of clients and customers
     of  Customer,   including,   without  limitation,   from  medical  records,
     information  received from facilities and professionals that provide mental
     and physical  health  services,  information  pertaining  to the  identity,
     diagnosis, prognosis or treatment of patients, and any information relating
     to  the  character,  habits,  avocations,   finances,  occupation,  general
     reputation,  credit,  health,  or  any  other  personal  characteristic  of
     patients.

6.6.2Access and Reports.  RIMS shall report to Customer any use or disclosure of
     Confidential Information that may violate the terms of this Agreement. RIMS
     shall limit access to Confidential Information within RIMS' organization to
     personnel who require  access to the  information in order to perform RIMS'
     obligations  under this Agreement who have expressly  agreed to comply with
     the  terms  of  this   Agreement   and  of  all   applicable   privacy  and
     confidentiality laws regarding such Confidential  Information.  Immediately
     upon becoming aware of any such use or  disclosure,  RIMS shall only access
     such Confidential  Information as is necessary to perform RIMS' obligations
     under this Agreement.

<PAGE>20

6.6.3Software  Compliance  with   Confidentiality   Law.  If  Customer  or  RIMS
     determine that Licensed  Software,  the RIMSLink Data Center,  Repricing or
     the Transaction Services cannot be operated or provided in conformance with
     then-current  Applicable Federal Law when used in compliance with both RIMS
     then-current   instructions   and   the   Software   Specifications   (such
     determination is a  "Non-compliance  Determination"),  then the identifying
     party  shall  notify the other party of such  Non-compliance  Determination
     within sixty (60) days thereof.

6.6.3.1 Provided that Customer at the time of the  Non-compliance  Determination
     is currently  purchasing Support and Maintenance Services from RIMS for the
     Licensed  Software  under a  Statement  of Work,  upon  receipt of the said
     notification,  as  applicable,  RIMS shall  modify this  Agreement  and any
     Statement  of Work and the  operation  of the  RIMSLink  Data  Center,  the
     Repricing  or the  Transaction  Services  to  conform  to the then  current
     Applicable Federal Law and RIMS shall do one of the following:

     (a)  Modify the Licensed Software to conform to the then current Applicable
          Federal Law;

     (b)  Modify  Third Party  Software  or  Services  to conform  with the then
          current Applicable Federal Law; or

     (c)  Show Customer how to operate the Licensed Software in conformance with
          the then current Applicable Federal Law.

6.6.3.2 RIMS shall not be obligated under the Agreement to maintain the Licensed
     Software  in  compliance  with any  current or future  state laws except as
     provided in a Statement of Work.

6.6.4Procedures.  RIMS shall adopt and enforce  confidentiality  procedures  and
     policies  designed to ensure  that such  Confidential  Information  is kept
     confidential  as  required  by law  and by the  terms  of  this  Agreement,
     including in its  operation of the RIMSLink  Data Center,  and in providing
     Transaction Services and Repricing.

6.7  Term.  The  provisions  of  this  Section  6  shall  survive  the  term  or
     termination of this Agreement for any reason.

Section 7.     Developed Software.

7.1  Statement of Work for  Developed  Software.  In the event any  Statement of
     Work Between the Parties contemplates  Delivery of Developed Software,  the
     following  provisions and  requirements  will be deemed included unless the
     Statement of Work provides otherwise:

<PAGE>

7.1.1General  Requirements.  The  Statement  of Work will  include (a) a general
     description of the project for the Developed Software,  (b) price and fees,
     if any, and (c) a final Delivery Date by which all Developed Software under
     such Statement of Work must be complete and Delivered ("Final Deadline").

Section 8.     Audit Rights.

8.1  Audit Rights. Each party shall have the right upon reasonable prior written
     notice to access  Software and Equipment and to audit the business  records
     of the other party directly related to the other party's  obligations under
     this  Master  Agreement  or any  Statement  of Work in order to confirm the
     other party's  compliance with its obligations under this Agreement at such
     time and place as the  parties  agree but not more than once  every six (6)
     months.

8.2  Procedure.

8.2.1Reasonable  Times.  Unless otherwise agreed in writing,  the auditing party
     will  conduct such audit during  normal  business  hours and shall make all
     reasonable efforts not to disrupt normal business operations.

8.2.2Cooperation.  The Audited  Party shall  provide full  cooperation  with all
     such  audits  and in no event,  except in the  event the  audited  party is
     legally  obligated to do so, shall it withhold  any such  business  records
     from such an audit.

8.2.3Availability.  The  Audited  Party  shall make  available  to the  Auditing
     Party's  auditor (i) the  Software  (and all related  passwords),  (ii) the
     Equipment (and all operating system passwords),  (iii) any related business
     and computer hardware and software records and documents reasonably related
     to the confirmation of the accuracy of payments made or owed by the Audited
     Party to the Auditing Party,  and the Audited  Party's  compliance with its
     obligations hereunder.

8.2.4Representative.  At  the  Audited  Party's  option,  one  or  more  of  its
     representatives may be present throughout the audit to preserve and protect
     the integrity of the Audited Party's computer system.

8.3  Results.  If there is a  discrepancy  between the reported  results and the
     audit  results in an amount equal to or exceeding  five percent  (5%),  the
     non-auditing  party  shall pay,  in  addition  to payment or refund for the
     discrepancy,  fees and expenses for the audit and related expenses incurred
     by the auditing party in connection with the audit,  and the auditing party
     shall be entitled to audit monthly in whole or on a limited basis,  for the
     balance of the term of the Agreement.


<PAGE>22

Section 9. Licensed Software Escrow.

9.1  Source  Code  Escrow.  RIMS may  agree in a  Statement  of Work to  provide
     Customer  with  coverage  under a Source  Code  Escrow  Agreement  ("Escrow
     Agreement") in a form substantially as set forth in Exhibit 9.

9.2  Use of Source Code. Use of any source code software  released from the said
     Source  Code  Escrow  Agreement  shall be limited as provided in the Escrow
     Agreement and further limited to the same extent as the use of the Licensed
     Software is limited under this Agreement.

9.3  Amendments  to Escrow.  RIMS may amend the Escrow  Agreement to  substitute
     another  institutional  Escrow Agent, or to modify the Escrow  Agreement as
     required  by the  Escrow  Agent or  otherwise.  Customer  will  not  refuse
     approval of any  changes to the Escrow  Agreement  which do not  materially
     adversely  affect its rights under said  Agreement.  New or modified Escrow
     Agreements will be added as exhibits to the Master Agreement.


Section 10. Taxes.

     Unless exempted, evidence of which must be provided to RIMS, Customer shall
     be  obligated to pay all federal,  state,  local,  and other taxes or other
     charges  (other  than  income  taxes  payable  by RIMS)  applicable  to the
     Services  Transaction  Services,  Equipment,  Support or Software  provided
     hereunder,  as well as any  shipping and  handling  fees.  (If no taxes are
     assessed,  Customer is solely  responsible to  self-assess  and pay any tax
     that may be due as a result of the Services provided  hereunder,  and shall
     indemnify and hold RIMS harmless with respect to such taxes.)


Section 11. Pass-through Charges.

11.1 Government Tariffs and Similar Charges.  RIMS shall be entitled at any time
     without prior notice to pass through any increase in communications tariffs
     related to the Services provided hereunder,  including, without limitation,
     government  imposed access fees,  fees resulting from changes in regulation
     or statute,  or other  similar fees  assessed  against RIMS and outside its
     control.  Upon  written  request,  RIMS shall make  available  to  Customer
     documentation  relating to these pass through fees in  connection  with the
     said Services.

11.2 Third Party Charges. If a third party charges an access fee to RIMS for any
     Transaction  Services,  RIMS  reserves  the right to  request at any time a
     price increase for such  Transactions and, if Customer fails to accept such
     price  increase,  RIMS  shall  have the right to  terminate  the use of the
     Services provided hereunder for such Transactions on thirty (30) days prior
     notice.

<PAGE>23


Section 12. Dispute Escalation; Mediation.

12.1 Dispute  Resolution.  If any dispute,  controversy  or claim (a  "Dispute")
     occurs between the parties, they shall attempt in good faith to resolve the
     Dispute by mediation.

12.1.1 Mediator.  In  mediation,  the parties  will attempt to choose a mutually
     acceptable mediator to conduct the mediation.

12.1.2 Party Representative. Whether or not they choose a mediator, an executive
     management  representative  of each  party with full  authority  to reach a
     settlement shall meet together, in person if the parties can mutually agree
     to a site for such meeting or otherwise  by  teleconference,  at least once
     for the purpose of attempting to resolve the dispute.

12.1.3 If such mediation fails and at least one such meeting has occurred,  only
     then may a party institute litigation.

12.2 A party shall not be required to attempt  mediation  or meet in person as a
     precondition  to  litigation  if  that  party  files  suit  solely  to seek
     equitable  relief  including  a  request  for  a  temporary  injunction  or
     restraining order.


Section 13.    Term and Termination.

13.1 Term. This Agreement shall be ongoing and in effect until occurrence of one
     or more of the following events:

13.1.1 No Statements  of Work.  All  Statements of Work have been  terminated or
     expired for two (2) years,  unless extended by express written agreement of
     the parties;

13.1.2  Agreement.  Mutual  Agreement  of Customer  and RIMS to  terminate  this
     Agreement;

13.1.3 Termination Event.  Occurrence of an event permitting termination of this
     Agreement as provided in Section 13.3 or 13.4, following failure to cure as
     provided in Section 13.2 below.

13.2 Mutual Right to Cure. In the event of a material  breach of this  Agreement
     by either party, except where a Cure Period is otherwise expressly provided
     in this  Agreement or the Statements of Work, the other party shall provide
     the breaching party thirty (30) days prior written notice of breach. During
     the thirty (30) day period following Breach Notice ("Breach  Notice"),  the
     breaching  party  shall  have the right to cure the  breach  without  being
     subject to damages.  This Section does not apply to requests for  temporary
     or  preliminary  equitable  relief with fifteen (15) days written notice to
     the other party.

<PAGE>24

13.3 RIMS  Termination.  RIMS shall have right to  terminate  this  Agreement as
     follows:

     A.   Upon material breach of any license for Software by Customer, or

     B.   Failure by  Customer  to pay Fees,  upon  thirty  (30)  days'  written
          notice.

13.4 Mutual  Right to  Terminate.  Either  party  may  terminate  the  Agreement
     immediately in the event the other party terminates or suspends business.

13.5 Customer  Termination.  Customer  shall  have the right to  terminate  this
     Agreement as may be provided in a Statement of Work.

Section 14.    Indemnities and Liability.

14.1.Indemnification  of  RIMS  by  Customer.  To the  extent  allowed  by  law,
     Customer shall  indemnify and hold harmless  RIMS,  its agents,  employees,
     successors  and assigns from and against any and all  liabilities,  losses,
     damages,  suits, costs,  expenses,  charges,  actions,  claims and demands,
     including  attorneys  fees,  whether in tort or in contract,  of whatsoever
     kind and nature  imposed on,  incurred by, or asserted  against  RIMS,  its
     agents,  employees,  successors  and assigns by any third party which arise
     from or are in any way connected with  unauthorized  use of any Software or
     Equipment by Customer,  or other claims by third parties (including without
     limitation  clients or customers  of  Customer)  arising from or related to
     Customer's  use of RIMS'  products or  services,  or any act or omission by
     Customer.

14.2 Indemnification  of Customer by RIMS.  To the extent  allowed by law,  RIMS
     shall  indemnify  and  hold  harmless  Customer,  its  agents,   employees,
     successors  and assigns from and against any and all  liabilities,  losses,
     damages,  suits, costs,  expenses,  charges,  actions,  claims and demands,
     including attorney fees whether in tort or in contract,  of whatsoever kind
     and nature  imposed on,  incurred  by, or asserted  against  Customer,  its
     agents,  employees,  successors  and assigns by any third party which arise
     from or are in any way connected  with claims by third  parties  (including
     without  limitation clients or customers of Customer or patients of clients
     or customers of Customer) arising from or related to any act or omission by
     RIMS in fulfilling its obligations  under Section 6.6.  Provided,  however,
     any  obligation  to  indemnify  under this  Section  14.2 is subject to the
     limitations of Section 4.5.

<PAGE>25

Section 15.    Press Releases; Public Announcements.

15.1    Neither party to this Master  Agreement shall issue any press release or
        public  announcement  of any  kind  concerning  any of the  transactions
        contemplated  by the Agreement  without the prior written consent of the
        other party. The text and time of such release or announcement  shall be
        mutually  approved by Customer and RIMS.  This Section 15.1 shall not be
        construed  to limit or prohibit  RIMS or ATR from  identifying  ATR as a
        customer or  purchaser  of  specified  products  or services  from RIMS,
        without prior approval or agreement,  in a public  statement or to other
        customers or prospective customers.


Section 16.    Miscellaneous.

16.1    Notices.  All notices  provided for in this Agreement,  to be effective,
        must be made as  follows:  the notice  must be sent by  certified  mail,
        return receipt  requested,  by way of a major next-day  delivery service
        with signed receipt, or by in-hand personal delivery,  separately to the
        following addressees at their then current addresses:

16.1.1 If to RIMS:

        Chief Executive Officer
        Resource Information Management Systems, Inc.
               And
        Legal Department
        Resource Information Management Systems, Inc.
        500 Technology Drive
        Naperville, Illinois  60566

With a copy to:

        Patrick C. Keeley, Esq.
        Piccione, Keeley & Associates, Ltd.
        122C South County Farm Road
        Wheaton, Illinois 60187

16.1.2    If to Customer:

        Jeffrey S. McCormick, Chief Executive Officer
        Alternative Technology Resources, Inc.
        629 J Street
        Sacramento, CA 95814


<PAGE>26


With a copy to:

        Norbert Wagner
        Relationship Manager
        Alternative Technology Resources, Inc.
        629 J Street
        Sacramento, California 95814

16.1.3  Any party may change its address or  addresses  (or those of its agents)
        by giving written notice to the other party of such change or changes.

16.1.4  Each notice shall be deemed  effective  as of the date it is  officially
        recorded as delivered or refused by return receipt or the equivalent.

16.1.5  "Notice", "notice," "notify" or "notification" as used in this Agreement
        or any  Statement  of Work  shall  refer to notice as  provided  in this
        Section 16.1.

16.2    Export. The  Licensed Software  shall not be  shipped out  of the United
        States nor used by Customer out of the United States.

16.3    Employee Solicitation. During the term of this License, and for a period
        of two (2) years thereafter,  neither party shall directly or indirectly
        solicit,  entice, offer employment to, or hire any employee of the other
        to perform  services for such party or to perform services for any other
        person, sole proprietorship, partnership, corporation or other entity.

16.4    Binding  Effect;  Assignment.  This Agreement  shall be binding upon and
        inure to the benefit of the heirs, executors, administrators, successors
        and assigns of the parties, provided,  however, Customer may not assign,
        sublicense or transfer any of its rights or duties under this  Agreement
        without  the  express  prior  written  consent  of RIMS  executed  by an
        authorized officer of RIMS.

16.4.1  Any  material  change  in  the  ownership  or  control  of  Customer  or
        acquisition  of  or  by  Customer  and  another   entity   (collectively
        "Reorganization")  shall not be deemed to  constitute  an  assignment of
        this  Agreement  if  Customer   survives  such   Reorganization   as  an
        independent entity, business unit or separate corporation, in which case
        this  Agreement  will  continue  in effect as to  Customer  (but not its
        subsidiaries, parents or affiliates). After such Reorganization, any use
        of the rights  (including  licenses  granted pursuant hereto) may not be
        utilized by the acquiring entity outside of the Customer entity or unit,
        without the express written  consent of RIMS,  which consent will not be
        unreasonably  withheld. It will not be unreasonable for RIMS to withhold
        its consent if the acquiring  entity is a potential  customer of RIMS or
        the volume of business to be conducted is significantly higher than that
        which is then  being  conducted  by  Customer,  or if the  then  current
        pricing for the RIMS products and services has  materially  changed from
        that otherwise provided to Customer.

<PAGE>27

16.5    Choice of Law; Venue.

16.5.1  This Agreement shall be construed under Illinois law.

16.5.2  Any action to enforce any right under this  Agreement or  pertaining  to
        any dispute arising from the transactions  contemplated  herein shall be
        commenced  and  prosecuted  only  in the  U.S.  District  Court  for the
        District  or the State  Court for the County in which the  defendant  is
        headquartered.

16.5.3  In no event  shall the Uniform  Computer  Information  Transactions  Act
        ("UCITA") apply to this Agreement in any manner.

16.6    Severability.  In the event that any of the terms of this  Agreement  is
        declared  to be invalid or void by any court or  tribunal  of  competent
        jurisdiction,  such  term or terms  shall be null and void and  shall be
        deemed severed from this  Agreement and all the remaining  terms of this
        Agreement shall remain in full force and effect.

16.7    Waiver.  The waiver or failure by either  party to claim a breach of any
        provision  of this  Agreement  shall  not be a waiver of a breach of any
        other provision or subsequent breach of the same provision.

16.8    Headings. The headings used in this Agreement are for reference purposes
        only and shall not be deemed a part of this Agreement.

16.9    Force Majeure. To the extent that either party's  performance  hereunder
        is  prevented,  hindered  or delayed  by reason of any cause  beyond the
        reasonable control of that party,  including,  by way of example and not
        limitation,  any labor  dispute,  act of God or  regulation  or order of
        government authority, the dates or times by which that party is required
        to make  performance  hereunder  shall be postponed  until the cause for
        such  delay is abated.  Neither  party  shall be liable for any  damages
        arising out of any such delay, hindrance or prevention.

16.10   Independent  Contractor.  The  parties  each  acknowledge  that RIMS and
        Customer  are each  independent  contractors  and not an employee of the
        other. Nothing in this Agreement shall be construed to mean that RIMS or
        Customer or their  employees are employees,  agents,  associates,  joint
        venturers,  or partners of the other. It is understood that any of RIMS'
        employees who perform  services for Customer under this Agreement are in
        all respects employees of RIMS and not of Customer.

16.11   Authorized Signers. Each person signing this Agreement covenants that he
        or  she is duly authorized by  all necessary and  appropriate  corporate
        action to execute this Agreement.

<PAGE>28

16.12   Counterparts.  Each party may execute this Agreement in counterpart and,
        without limitation, may deliver an executed copy by fax provided that it
        then follows that delivery by transmitting a signed original counterpart
        to the other party by the means provided for notice.

16.13   Neither  Party  the  Drafter.  The  parties  acknowledge  that this is a
        negotiated  document.  No party to this Agreement  shall be deemed to be
        the  drafter of it, and any  construction  of its terms shall be without
        regard to any rules of construction concerning the drafter.

16.14   Non-exclusive.  This Agreement is  not exclusive  to  Customer  or  RIMS
        except as specifically provided herein.

16.15   Survival  of  Termination.  Any  terms of this  Agreement  that by their
        nature extend beyond the  Agreement  termination  remain in effect until
        fulfilled.  Such  terms  include,  but are not  necessarily  limited  to
        Sections 4.1.1,  4.2.5, 4.5, 5, 6, 10, 14, 16.3, 16.4, and 16.5. Section
        6 shall  terminate 10 years after  termination of the Master  Agreement,
        except  with regard to patient  information,  which shall be governed by
        applicable law.


Alternative Technology Resources, Inc.     Resource Information Management
                                           Systems, Inc.

By: ____________________                    By: _________________________
Its: ____________________                   Its: __________________________