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                                                                    EXHIBIT 10.5


 License and Services Agreement dated as of December 19, 1997, between Medirisk
                 of Illinois, Inc. and HEALTHSOUTH Corporation



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                                 [MEDIRISK LOGO]

                    FORMATIONS(SM) CLINICAL OUTCOMES SYSTEMS

                         LICENSE AND SERVICES AGREEMENT


         THIS LICENSE AND SERVICES AGREEMENT is made and entered into as of the
19th day of December 1997, by and between MEDIRISK OF ILLINOIS, INC., an Indiana
corporation ("Medirisk"), and HEALTHSOUTH CORPORATION, a Delaware corporation
("Licensee").


                                   BACKGROUND:

         Medirisk has developed proprietary systems (collectively, the
"Systems," as more particularly hereinafter defined), whereby Medirisk compiles
and analyzes various types of information supplied to Medirisk by its customers
concerning the healthcare-related services and programs offered by each such
customer, and provides to each such customer reports and other materials which
allows the customer to compare the efficiency and effectiveness of the outcome
of its services and programs against national norms and/or its own performance
at its various facilities. Licensee desires to license from Medirisk for its use
certain products and services which constitute or are a part of the Systems. In
addition, as a material inducement to Licensee to enter into this Agreement,
Medirisk represents and warrants to Licensee that the Systems have been
determined by the Joint Commission on Accreditation of Healthcare Organizations
("JCAHO") to meet the initial criteria for inclusion in JCAHO's future
accreditation process and have been included in JCAHO's initial list of
acceptable clinical performance measurement systems for use in meeting JCAHO
accreditation requirements for healthcare organizations. Medirisk is committed
to meeting future criteria established by JCAHO in this regard. JCAHO requires
that organizations seeking JCAHO accreditation select clinical performance
measures that together represent at least 20% of the organization's identified
patient population, and that in future years the requirements for the number of
measures and the percentage of the represented population will increase.
Medirisk has created various Performance Measures (the "Measures") which
correspond to the Instruments (as hereinafter defined) that comprise the
Systems. Licensee desires to obtain JCAHO accreditation for each of its
Applicable Facilities (as hereinafter defined), and to use one or more of the
Measures for clinical performance measurement purposes in this regard.

         Medirisk acknowledges that due to Licensee's size and the volume and
breadth of services which Medirisk has previously provided to Licensee, Licensee
and Medirisk have been and will continue to be in a unique client-provider
relationship. In this regard, the overall scope of services to be performed for
Licensee are also unique to Licensee, and the parties have entered into the
attached Statement of Work to better describe the undertakings of both parties
under this Agreement.

         NOW, THEREFORE, for and in consideration of the mutual undertakings of
the parties hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.0      DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings given thereto:

         1.1      APPLICABLE FACILITY. The term "Applicable Facility" shall
         refer to each facility of Licensee for which a completed and fully
         signed Facility Enrollment Confirmation has been submitted to Medirisk.

         1.2      APPLICABLE INSTRUMENT. The term "Applicable Instrument" shall
         refer to each Clinical Ratings Instrument which comprises a portion of
         the Selected System and which has been identified in the Facility
         Enrollment Confirmation in question to be available for use at the
         corresponding Applicable Facility.


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         1.3      CERTIFICATION PROGRAM. The term "Certification Program" shall
         collectively refer to the training program controlled and managed by
         Medirisk and used only for Medirisk's purposes, that purpose being to
         ensure that the Systems' Instruments and rating guidelines are
         understood and uniformly applied by Licensee's Certified Raters.

         1.4      CERTIFIED RATERS. The term "Certified Raters" shall have the
         meaning given thereto in Section 8.2 hereof.

         1.5      CLINICAL RATINGS INSTRUMENTS. The term "Clinical Rating
         Instruments" shall collectively refer to a method for monitoring and
         rating patient conditions in facility or home treatment programs and
         encompasses Instruments which, as indicated in Section 2.0 hereof, may
         or may not be proprietary to Medirisk.

         1.6      DATA COLLECTION FORMS. The term "Data Collection Forms" shall
         collectively refer to the optical scan sheets designed by Medirisk for
         use by Licensee's Certified Raters to document and submit data to
         Medirisk for compilation and analysis.

         1.7      EFFECTIVE DATE. The "Effective Date" of this Agreement shall
         be the date first set forth above.

         1.8      FACILITY ENROLLMENT CONFIRMATION. The term "Facility
         Enrollment Confirmation" shall refer to the confirmation document to be
         prepared by Medirisk following submission by Licensee of each Facility
         Enrollment Form (with respect to the particular facility of Licensee
         referenced therein) and to then be signed by representatives of
         Licensee's corporate office and of the facility, respectively, and
         returned to Medirisk, all as more particularly set forth in Section 2.3
         hereof.

         1.9      FACILITY ENROLLMENT FORM. The term "Facility Enrollment Form"
         shall refer to the form to be provided by Licensee to Medirisk pursuant
         to Section 2.3 hereof, indicating, among other things, Licensee's
         selection of: (i) each particular facility of Licensee to be covered
         under the license granted hereunder; (ii) which Clinical Ratings
         Instruments comprising a portion of the Selected System are to be
         available for use at such facility; and (iii) which certification
         program offered by Medirisk is to be provided to the personnel at such
         facility for each such Instrument. The form of the Facility Enrollment
         Form is attached hereto as Exhibit "A".

         1.10     FACILITY OUTCOMES REPORT. The term "Facility Outcomes Report"
         shall collectively refer to reports based on Medirisk's compilation and
         analysis of Licensee's facility(ies) data and comparison of such data
         with National Norms for use by Licensee's facility(ies) in evaluating
         program efficiency and effectiveness.

         1.11     INSTRUMENTS. The term "Instruments" shall collectively refer
         to instruments of measurement utilized to provide outcomes measurements
         and reports, including without limitation those instruments referred to
         in Section 7.1 hereof. Each such instrument may be individually
         referred to as an "Instrument."

         1.12     JCAHO. The term "JCAHO" shall refer to the Joint Commission on
         Accreditation of Healthcare Organizations.

         1.13     MEASURES. The term "Measures" shall collectively refer to the
         list of Medirisk Performance Measures attached to Exhibit "B" to this
         Agreement.

         1.14     NATIONAL DATABASE OF OUTCOMES DATA. The term "National
         Database of Outcomes Data" shall collectively refer to the compilation
         of data contributed to Medirisk by its various licensees' facilities
         across the United States.

         1.15     NATIONAL NORMS. The term "National Norms" shall refer to
         Medirisk's compilations of industry norms derived from the National
         Database of Outcomes Data and other sources.



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         1.16     PERFORMANCE MEASURE DESIGNATION. The term "Performance Measure
         Designation" shall refer to the form to be provided by Licensee to
         Medirisk pursuant to Section 12.1 hereof, indicating Licensee's
         selection of the initial Measures to be used at each Applicable
         Facility. The form of the Performance Measure Designation is attached
         hereto as Exhibit "B".

         1.17     RATER CANDIDATE. The term "Rater Candidate" shall have the
         meaning given thereto in Section 8.1 hereof.

         1.18     SELECTED MEASURES. The term "Selected Measures" shall have the
         meaning given thereto in Section 12.1 hereof.

         1.19     SELECTED SYSTEM. The term "Selected System" shall collectively
         refer to those Clinical Rating Instruments indicated in the Statement
         of Work as having been selected by Licensee for licensing hereunder, as
         well as those other parts of the Systems appurtenant thereto.

         1.20     STATEMENT OF WORK. The term "Statement of Work" shall refer to
         that certain Statement of Work between the parties attached hereto as
         Attachment "A."

         1.21     SYSTEMS. The term "Systems" shall refer to the FORMATIONS(SM)
         Clinical Outcomes Systems, which collectively include the Clinical
         Rating Instruments, Training Manuals, Certification Programs, Data
         Collection Forms, data analysis programs, Facility Outcomes Reports,
         optional custom reports, National Database of Outcomes Data and
         National Norms.

         1.22     TRAINING MANUALS. The term "Training Manuals" shall
         collectively refer to all training materials, including but not limited
         to, material explaining the use of the Clinical Rating Instruments
         included in the Systems.

2.0      LICENSE.

         2.1      GRANT OF LICENSE. Medirisk hereby grants to Licensee a
         limited, nonexclusive, nontransferable world-wide license to use the
         Selected System (i) solely for Licensee's internal purposes in
         connection with outcomes measurements, reporting and profiling as
         defined in this Agreement, and (ii) for the license fees and upon the
         additional terms hereinafter set forth.

         2.2      DISCLAIMER. Medirisk owns all rights in and to the
         Instrumental Activities of Daily Living ("IADL") and Comorbid Disease
         Status Instruments, as well as in and to the General Rehabilitation,
         Medical and Orthopedic Outcomes Instruments. Notwithstanding the
         foregoing, no claim of rights is made to the functional independence
         measure or the Rancho Los Amigos Level of Cognitive Function Instrument
         Rating. It is hereby agreed between the parties that nothing within the
         scope of this Agreement and license shall be deemed a claim of
         proprietary rights in, or a grant of license to Licensee by Medirisk
         to, the functional independence measure or the Rancho Los Amigos Level
         of Cognitive Function Instrument Rating. Notwithstanding the foregoing,
         Medirisk agrees that it shall indemnify and hold Licensee harmless from
         and against any liability of Licensee arising out of any assertion that
         Licensee's utilization of the Selected System hereunder violates the
         proprietary rights of any third party.

         2.3      SCOPE OF LICENSE. This Agreement and license shall extend to
         each of Licensee's facilities for which Licensee (i) pays a license fee
         as required in Section 4.1 hereof and (ii) provides Medirisk with a
         completed Facility Enrollment Confirmation signed by both a
         representative of Licensee's corporate office and a representative of
         the facility. The Facility Enrollment Confirmation for a particular
         facility shall be prepared by Medirisk and sent to Licensee for review
         and signature after Medirisk has received from Licensee the completed
         Facility Enrollment Form for such facility, and shall set forth all of
         the pertinent information disclosed in the Facility Enrollment Form for
         such facility. The completed Facility Enrollment Form shall indicate
         which Clinical Ratings Instruments that are a part of the Selected
         System are to be available for use at such facility, as well as such
         other information as may be requested in the form. Should Licensee
         subsequently wish to extend this Agreement and license to apply to
         additional facilities of Licensee, Licensee shall pay the license fee
         per Applicable Facility as required in Section 4.1 hereof, provide
         Medirisk with a completed Facility Enrollment Form for each such
         additional facility, and have the resulting Facility Enrollment
         Confirmation reviewed, executed and returned to Medirisk.



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         2.4      DUTY NOT TO DISCLOSE. Licensee shall not transfer, provide or
         disclose to any third party, or allow its employees or agents to
         transfer, provide or disclose to any third party, any Training Manual
         or form provided to it by Medirisk under the license granted herein.
         Licensee shall not copy (whether by means of photocopying or otherwise)
         any Training Manuals or forms. The foregoing restrictions shall not
         apply where compliance with the order of a judicial or administrative
         authority requires such items to be so disclosed, provided that in such
         event Licensee shall provide Medirisk with prompt written (or if not
         practicable to do so, oral) notice of such action so that Medirisk may
         seek to obtain an appropriate protective order.

         2.5      SOURCE ACKNOWLEDGMENT. If Licensee or any facility or employee
         thereof reproduces or otherwise uses, in any document prepared by
         Licensee, for any purpose, excerpts or data from Facility Outcomes
         Reports or custom reports or analysis provided by Medirisk to Licensee,
         including but not limited to purposes of marketing, contracting, public
         relations, or any other external purpose, Licensee shall in such
         document expressly acknowledge and disclose Medirisk as the source of
         such information by inserting the following language in a conspicuous
         location in said document(s): "Certain data reproduced herein has been
         compiled and analyzed by Medirisk of Illinois, Inc., in connection with
         the author's utilization of the FORMATIONS(SM) Clinical Outcomes
         Systems."

         2.6      ASSIGNMENT. Neither party may assign, transfer, sell, donate,
         pledge as security, license or sublicense this Agreement or any of its
         rights or obligations hereunder, in whole or in part, by operation of
         law or change in control of such party or otherwise, other than to an
         affiliate thereof, without the prior written consent of the other party
         hereto; provided, however, that the foregoing restrictions on pledging
         as security and change in control shall not apply to Medirisk. Licensee
         may not rent, sublease, sell, loan, or otherwise transfer all or any of
         the System, except as expressly provided in this Agreement.

         2.7      SURVIVABILITY OF CERTAIN OBLIGATIONS. The obligation of
         Licensee under Sections 2.4, 2.5 and 2.6 hereof shall survive and
         remain binding upon Licensee after the termination of this Agreement.

3.0      TERM.

         3.1      INITIAL TERM OF AGREEMENT. This Agreement shall have an
         initial term of three (3) years, commencing 1January 1998 and expiring
         31 December 2000. The foregoing expiration date shall apply to all
         Applicable Facilities, without extension (other than renewal as
         hereinafter set forth), whether currently or subsequently enrolled and
         regardless of the date Licensee submits a completed and fully signed
         Facility Enrollment Confirmation for such facility.

         3.2      RENEWAL TERMS. This Agreement shall automatically renew for
         successive terms of one (1) year each upon the expiration of the
         initial or any renewal term hereof unless written notice of nonrenewal
         is given by either party to the other not less than ninety (90) days
         prior to the initial expiration or applicable renewal date. Upon not
         less than one hundred fifty (150) days' written notice given prior to
         the initial expiration or any applicable renewal date of this
         Agreement, Medirisk may increase any of the fees and/or charges payable
         hereunder to those set forth in such notice, effective upon such
         initial expiration or renewal date, and should Licensee not find such
         increase(s) acceptable, Licensee may elect not to renew this Agreement
         by following the procedure set forth in this Section 3.2.

         3.3      RETURN OF LICENSED ITEMS. Upon the expiration of this
         Agreement (or earlier termination hereof for any reason), Licensee
         shall, within ten (10) days after the date of expiration or termination
         and receipt of a written request from Medirisk, certify to Medirisk in
         writing that all unused Data Collection Forms and Training Manuals such
         items have been destroyed and that Licensee retains none of such
         materials or copies therof.

4.0      LICENSE FEES AND OTHER PAYMENTS.

         4.1      LICENSE FEES. Licensee agrees to pay the annual license fees
         for the Selected System as set forth in Schedule 1 attached hereto.



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         4.2      [Intentionally Omitted.]

         4.3      [Intentionally Omitted.]

         4.4      [Intentionally Omitted.]

         4.5      TAXES. Any sales or excise tax due on the provision of the
         Selected System and/or optional products and/or services hereunder to
         Licensee shall be the sole responsibility of Licensee.

         4.6      PAYMENT. Fees shall be due and payable hereunder as set forth
         in Schedule 1 attached hereto. Except with respect to any initial
         payments due hereunder, Medirisk shall invoice Licensee for fees due
         hereunder not less than thirty (30) days prior to their respective due
         dates. Fees not received by such due dates will be considered late and
         subject to the late charge set forth in Section 4.7 hereof,
         notwithstanding the 30-day grace period set forth therein. With respect
         to any other payments due to Medirisk hereunder, payment terms are net
         thirty (30) days from the date of the invoice unless otherwise agreed
         upon in writing by Medirisk.

         4.7      LATE CHARGES. If Licensee fails to pay any amount when due and
         payable, and any such amount due remains outstanding for more than ten
         (10) days after written notice of nonpayment by Medirisk to Licensee,
         Licensee agrees that any amount not paid shall bear interest from the
         original due date until paid at the lesser of one and one-half (1.5%)
         percent per month or the highest rate allowed by applicable law. This
         late payment charge will not apply to any unpaid amounts relating
         directly to a good faith dispute between Medirisk and Licensee.
         However, such disputes shall not permit Licensee to withhold or offset
         any payments not directly related to the invoice or amount in dispute,
         except with respect to any amounts which Licensee may have
         inadvertently overpaid to Medirisk.

5.0      DISCLAIMER OF WARRANTIES. Licensee recognizes and acknowledges that the
data contained in the National Database of Outcomes Data is collected from
sources believed to be reliable, and that, although Medirisk believes the data
to be accurate, MEDIRISK MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY TYPE
CONCERNING THE SYSTEM, ITS CONSTITUENT PARTS OR ANY OTHER PRODUCTS OR SERVICES
OFFERED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding the foregoing, Medirisk warrants that, assuming submission of
materially complete and materially error-free data to Medirisk by Licensee, the
work product prepared by Medirisk hereunder will be materially error-free.

6.0      LIMITATION OF LIABILITIES. In no event shall Medirisk's liability for
any direct damages, regardless of the form of action, exceed two and one-half
(2.5) times the fee paid by Licensee hereunder for use of the System. Under no
circumstances shall Medirisk be liable for incidental, consequential, special or
exemplary damages of any kind, or for lost profits arising out of the use or
inability to use the System, even if such damages were foreseeable at the time
of execution of this Agreement. Notwithstanding the foregoing, there shall be no
limitation of liability for damages caused by or arising out of (i) Medirisk's
failure to maintain the confidentiality of Licensee's data as set forth in
Section 9.5 hereof, or (ii) the indemnification obligation of Medirisk set forth
in Section 2.2 hereof (concerning proprietary rights).



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7.0      PROPRIETARY INFORMATION.

         7.1      THE SYSTEMS. The Systems are proprietary to Medirisk and is
         provided under license and subscription to healthcare facilities
         whereby each facility's staff are trained and certified in the use of
         Clinical Rating Instruments for monitoring patient conditions. Medirisk
         provides its licensees with Facility Outcomes Reports for use in
         evaluating program effectiveness and efficiency and comparison of those
         results to like programs and patient populations. The Systems include
         the following Instruments (the Comorbid Disease Status Instrument
         comprising a part of every Instrument; General Rehabilitation Outcomes
         Instruments; and the functional independence measure instrument
         comprising a part of the Medical and General Rehabilitation Outcomes
         Instruments):

                  (A) Medical Outcomes: Consisting of Rehabilitation (functional
         independence measure, IADL, and Rancho Los Amigos Level of Cognitive
         Function Instrument Rating), Infection, Nutrition, Pain Treatment,
         Respiratory Treatment and Wound Treatment Instruments; and

                  (B) General/Customized Rehabilitation Outcomes.

         7.2      MEDIRISK UPDATE AND MODIFICATION. Medirisk expressly retains
         the right, in its sole discretion, to update or modify any of its
         proprietary Instruments or the Systems at any time and provide Licensee
         with written notice of such update or modification. Should Medirisk
         deem it appropriate, Medirisk will provide Licensee's facility(ies)
         with appropriate documentation and support material and/or
         re-certification workshops for all Certified Raters using said
         Instruments or Systems at no cost to Licensee, if said update or
         modification occurs during the first eighteen (18) months of the term
         hereof. In the event that the System as so updated or modified (i) is
         no longer materially suitable for use by Licensee or (ii) would result
         in out-of-pocket training and/or re-certification expenses in excess of
         $100,000.00, then, upon not less than sixty (60) days written notice to
         Medirisk, Licensee may terminate this Agreement without penalty.

         7.3      MODIFICATION BY LICENSEE. Licensee may not modify, reformat,
         manipulate, translate, adapt or reverse engineer the Systems or any
         component or constituent part thereof for any purpose, or rent,
         sublease, sell, loan, or otherwise transfer all or any of the Systems,
         except as expressly provided in this Agreement.

8.0      CERTIFICATION PROGRAM GUIDELINES. The Certification Program is designed
to ensure that staff employed by Licensee at its Applicable Facilities
adequately understand and uniformly apply to the Instruments and rating
guidelines so that Licensee's data is internally consistent and Licensee's
gathering of data is consistent with the gathering of data by other licensees of
Medirisk and thereby eligible for entry into the National Database of Outcomes
Data. The Certification Program is controlled and managed solely by Medirisk for
the purposes and anticipated results as Medirisk may in its sole discretion deem
appropriate. Licensee acknowledges that no authority other than Medirisk, either
public or private, mandates or supervises the Certification Program. Licensee
agrees to participate in the Certification Program and take all steps required
thereby. Licensee may use a different certification system only after it has
been submitted to Medirisk in writing, and Medirisk, in its sole discretion, has
approved the proposed alternative in writing. Until any alternative is approved
by Medirisk and authorized in writing, Licensee agrees to conform to the
Certification Program.

         8.1      CANDIDATES FOR THE CERTIFICATION PROGRAM. No person other than
         a Rater Candidate may become certified to rate patients without the
         written consent of Medirisk. The term "Rater Candidate" shall refer to
         any member of Licensee's staff at an Applicable Facility who holds one
         of the positions designated below for the indicated Applicable
         Instrument(s):

                  (A)      Medical Outcomes Instruments: Registered Nurse
                           ("RN"), Licensed Practical Nurse under direct
                           supervision of an RN ("LPN"), physician or
                           Respiratory Therapist.

                  (B)      Functional independence measure, IADL, Rancho Los
                           Amigos Level of Cognitive Function Instrument Rating,
                           and General Rehabilitation Outcomes Instrument:
                           Licensed Physical Therapist ("PT"), Licensed
                           Occupational Therapist ("OTR"), Licensed Therapy
                           Assistant ("TA"), Licensed Speech Pathologist ("SP"),
                           RN, LPN, psychologist or social worker.



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         8.2      MEDIRISK CLINICAL RATER. A Rater Candidate who has passed the
         Certification Program agreed to by the parties with respect to a
         particular Instrument, is a Certified Clinical Rater as to that
         Instrument.

         8.3      CERTIFICATION PROGRAM OPERATION.  See Statement of Work.

         8.4      MEDIRISK'S CERTIFICATION STANDARD. To become a Certified
         Clinical Rater, a Rater Candidate must correctly answer a minimum of
         eighty (80%) percent of all questions comprising Medirisk's
         certification test. A Rater Candidate must be separately tested for
         each Instrument selected by Licensee in Schedule 1.

9.0      DATA SUBMISSION.

         9.1      DATA SUBMISSION SCHEDULE. Licensee shall submit data to
         Medirisk within ten (10) days after the end of the monthly
         data-gathering period. Licensee recognizes that failure to provide data
         in a timely manner will interfere with Medirisk's ability to provide
         Licensee with timely reports and will neither interrupt Medirisk's
         invoicing cycle or Licensee's corresponding payment obligations, nor
         extend the term of this Agreement. Further data submission requirements
         are set forth in the Statement of Work.

         9.2      DATA SUBMISSION VEHICLE. All data submission will in the HCIS
         (or successor software system) format (see Statement of Work).

         9.3      DATA SUBMISSION FORMAT. Licensee shall ensure that all data
         fields are complete for each patient rating and submission. Licensee
         acknowledges that incomplete or inaccurate data may skew reports. If
         Medirisk's data error process indicates that data is incomplete or
         inaccurate, Licensee may be requested to provide additional data;
         failure of Licensee to timely submit such data may result in a delay in
         the production of applicable reports, which delay shall not be
         actionable by Licensee. In order to facilitate data submission,
         Licensee agrees to assign a staff member at each facility to the role
         of Data Collection Coordinator with respect to Medirisk. This staff
         member shall have primary responsibility for, and primary contact with
         Medirisk regarding, data submission. Licensee agrees to provide the
         name, telephone, and fax numbers of each such person to Medirisk via
         each completed Facility Enrollment Form. Licensee agrees to reassign
         this responsibility to another staff member, when appropriate, and to
         use good faith efforts to promptly inform Medirisk of each such change.
         Medirisk shall likewise identify to each Data Collection Coordinator
         his or her primary contact at Medirisk, along with such person's
         telephone and fax numbers.

         9.4      DATA INTEGRITY. Licensee shall ensure, and hereby warrants,
         that:

                  (A)      facility patients will be asked to complete
                           questionnaires and all data collected by Licensee
                           will be collected by Certified Raters in accordance
                           with the written protocol set forth in the Training
                           Manual;

                  (B)      data will be collected on all patients who are in a
                           treatment program pertinent to each Applicable
                           Instrument for each Applicable Facility;

                  (C)      no data will be intentionally falsified or distorted
                           for any reason; and

                  (D)      Certified Raters will enter their own identification
                           number for each patient rating and data will be
                           accepted only if taken by Certified Raters.

         9.5      DATA CONFIDENTIALITY; PERMITTED DISCLOSURES AND USE OF DATA.
         Medirisk shall maintain a copy of all data collected from the
         Applicable Facilities, unless otherwise requested in writing by
         Licensee, and shall maintain the confidentiality of such data. Such
         data shall include, without limitation, information obtained by
         Medirisk as a result of the follow-up telephone surveys with patients
         which may be conducted by Medirisk as discussed in the Statement of
         Work, or similar inquiries performed by Medirisk. All data collected
         from the Applicable Facilities, as well as the results set forth in any
         report prepared by Medirisk for Licensee using such data, shall be and
         remain the confidential property of Licensee. Notwithstanding the
         foregoing, Licensee agrees that any data which it submits to Medirisk,
         or which



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         Medirisk otherwise obtains from or on behalf of Licensee, may be
         entered into the National Database of Outcomes Data, at Medirisk's
         discretion, and that Medirisk may use and/or otherwise provide data to
         third parties from the National Database of Outcomes Data, at
         Medirisk's discretion; provided, however, that Medirisk may only
         disclose such data to third parties in a fashion that does not reveal
         the identity of the individual patient or facility which provided such
         data, except to research organizations or consultants pursuant to a
         data utilization confidentiality or similar agreement to which Medirisk
         and any such research organization or consultant are parties, and in
         such case the name of the patient and facility will either be omitted
         or encrypted. Pursuant to the terms of such data utilization
         confidentiality agreement, such research organizations and consultants
         will generally be prohibited from further disclosing the identities of
         individual facilities and patients, subject to such exceptions
         permitting limited disclosure as Medirisk in its reasonable discretion
         may negotiate with such research organizations or consultants. Licensee
         will request a release from each patient for such actions, including an
         acknowledgment and consent by the patient that he or she may be the
         subject of a follow-up telephone survey(s), and that he or she will
         cooperate in providing the requested information; provided, however,
         that nothing in this Agreement or otherwise shall require a patient to
         so consent nor shall the failure of one or more patients to so consent
         be deemed a default by Licensee hereunder. A form of suggested language
         to incorporate into such a release is attached hereto as Schedule 3;
         provided, however, that Medirisk's provision of this language to
         Licensee is and shall be expressly subject to the disclaimer set forth
         in said Schedule. Licensee shall indemnify, defend and hold Medirisk
         harmless from and against any third party claim, demand, suit or
         actions brought at any time with regard to Medirisk's use of such data
         in accordance with the terms and provisions of this Agreement. Medirisk
         shall indemnify, defend and hold Licensee harmless from and against any
         third party claim, demand, suit or actions brought at any time with
         regard to Medirisk's use of such data which is not in accordance with
         the terms and provisions of this Agreement. Medirisk's and Licensee's
         indemnification and defense obligation as herein set forth shall
         survive and remain respectively binding upon them after the termination
         of this Agreement for any reason.

10.0     OUTCOMES REPORTS. Medirisk shall provide reports as set forth in the
Statement of Work.

11.0     SUPPORT AND CONSULTATION. Medirisk shall provide Licensee with support
and consultation as set forth in the Statement of Work.

12.0     JCAHO.

         12.1     SELECTED PERFORMANCE MEASURES. Licensee shall complete a
         Performance Measure Designation for each Applicable Facility and submit
         it to Medirisk and shall therein designate the two (2) Measures
         indicated therein as the initial clinical performance measures for
         JCAHO accreditation of such Applicable Facility (the "Selected
         Measures"). Licensee acknowledges that the number of Selected Measures
         and the percentage of patients that they represent will need to
         increase each calendar year over the term of the Agreement for JCAHO
         accreditation to be maintained. Accordingly, future additional
         designations of Selected Measures will be made by Licensee as required
         for JCAHO accreditation purposes and will be communicated to Medirisk
         in a timely fashion in a written format reasonably acceptable to
         Medirisk.

         12.2.    SUBMISSION OF DATA TO JCAHO. Licensee hereby designates
         Medirisk as its agent to submit performance measurement data to JCAHO
         on behalf of the Applicable Facilities with respect to the Selected
         Measures. Medirisk will comply with all JCAHO "ORYX" criteria to
         transmit performance measurement data to JCAHO on behalf of the
         Applicable Facilities on a calendar-quarterly basis. Such timely
         submission to JCAHO is dependent upon each Applicable Facility
         submitting its data to Medirisk on a calendar-monthly basis not later
         than the tenth (10th) day of the following month. The initial period
         for which data will be transmitted to JCAHO by Medirisk shall be the
         third quarter of 1998, and such transmission will occur during the
         first quarter of 1999.

         12.3     FEE. [Intentionally Omitted.]

         12.4     CONFIDENTIALITY. Licensee agrees that any restrictions on
         disclosure of patient information by Medirisk set forth in this
         Agreement or otherwise shall not be applicable to submission of the
         subject data to JCAHO by Medirisk.



                                      -8-
<PAGE>   10

         12.5     LICENSEE RESPONSIBILITIES AND LIMITATION OF LIABILITY.
         Licensee acknowledges that Licensee's seeking and obtaining JCAHO
         accreditation of the Applicable Facilities is a matter solely between
         Licensee and JCAHO. In such regard Licensee is solely responsible for
         obtaining and supplying clinical performance measurement data directly
         to the JCAHO-approved vendor it selects, with such vendor to then
         transmit such data to JCAHO in accordance with instructions received
         from Licensee. Licensee is solely responsible for informing JCAHO in a
         timely fashion of its selection of both its vendor of choice and the
         clinical performance measures selected. Medirisk is acting only as an
         agent of Licensee in receiving such data directly from Licensee and
         then submitting such data to JCAHO on behalf of, and as selected and
         directed by, Licensee. Absent appropriate instructions from Licensee
         Medirisk will neither submit data to JCAHO nor have any obligation to
         do so. Timely submission of subject data by Medirisk to JCAHO is
         dependent upon each Applicable Facility submitting its complete
         error-free data to Medirisk in a timely fashion and in an appropriate
         format, and Medirisk shall have no liability to Licensee or any other
         party for any delay or failure in submissions to JCAHO resulting from
         an Applicable Facility not supplying its data to Medirisk as and when
         required. Licensee shall indemnify, defend and hold Medirisk harmless
         from any and all liability resulting from Medirisk's submission of data
         to JCAHO as directed by Licensee in accordance with this Agreement,
         including without limitation any and all liability resulting from or
         arising out of any claim that such submission of data violated the
         privacy rights of any patient of Licensee.

13.0     DEFAULT. Either party has the right to terminate this Agreement,
without penalty to the terminating party, if the other party is in default
hereunder as hereinafter set forth. Upon the happening of any default, as
described in provisions (i) through (iv) hereof, the nondefaulting party shall
have all rights and remedies available to it at law and in equity, in addition
to the right to terminate this Agreement under this Section 13.0. In the event
of any termination of this Agreement because of a default by a party hereto,
Licensee shall return the Training Manuals, unused optical scan sheets and all
copies thereof to Medirisk within ten (10) days after receipt of written request
from Medirisk. The respective parties shall be in default under this Agreement
if any of the following occurs:

         (I)      Licensee shall fail to pay when due all or any portion of any
         amount due hereunder, and such amount shall be and remain unpaid for
         ten (10) days following written notice of such nonpayment by Medirisk
         to Licensee;

         (II)     A party shall materially breach or violate any of the other
         terms or conditions of this Agreement and the same shall continue
         thirty (30) days after the other party gives the defaulting party
         written notice thereof; provided, however, that if the defaulting party
         has been unable to cure such default or violation within such thirty
         (30) day period after diligent attempts to do so, such period shall be
         extended while such efforts continue and until such cure is effected.

         (III)    A party shall (i) apply for or consent to the appointment of
         or the taking of possession by a receiver, custodian, trustee or
         liquidator of itself or all of or a substantial part of its property,
         (ii) fail, or admit in writing its failure or inability, or be
         generally unable to pay its debts as such become due, (iii) make a
         general assessment for the benefit of its creditors, (iv) commence a
         voluntary case under the Federal Bankruptcy Code or any similar federal
         or state law, or (v) take any corporate action for the purpose of
         effecting any of the foregoing; or

         (IV)     a proceeding or case shall be commenced, without the
         application or consent of the party hereto that is the respondent in
         such proceeding or case, in any court of competent jurisdiction,
         seeking (i) the liquidation, reorganization, dissolution, winding-up,
         or composition or readjustment of debts of such party, (ii) the
         appointment of a trustee, receiver, custodian, liquidator, or the like
         for such party, of all or any substantial part of its assets, (iii)
         similar relief with respect to such party under any law relating to
         bankruptcy, insolvency, reorganization, winding-up or composition and
         adjustment of debts, and such proceeding or case shall continue
         undismissed, or any order, judgment or decree approving or ordering any
         of the foregoing shall be entered and continued unstayed and in effect,
         for a period of thirty (30) days from the commencement of such
         proceeding or case, or any order for relief against such party shall be
         entered at any time in an involuntary case under the Federal Bankruptcy
         Code.

14.0     GENERAL.



                                      -9-
<PAGE>   11

         14.1     REFERENCES. Titles and paragraph headings herein are for
         reference purposes only. This Agreement contains the entire agreement
         of both parties hereto, and supersedes any and all previous oral and
         written communications and agreements with respect to the subject
         matter hereof. This Agreement shall not be modified or amended without
         the written consent of both parties hereto. In the event of any
         conflict between the terms and conditions of this Agreement and any
         purchase order or other writing of Licensee, the terms of this
         Agreement shall control, unless the terms and conditions in such
         purchase order or other writing are expressly and specifically agreed
         to in writing by an officer of Medirisk. Notwithstanding the foregoing,
         in the event of a conflict between the terms of the other portions of
         this Agreement and the Statement of Work, the terms of the Statement of
         Work shall control.

         14.2     WAIVER. No waiver of any breach of any provision of this
         Agreement shall constitute a waiver of any prior, concurrent or
         subsequent breach of the same or any other provision hereof and no
         waiver shall be effective unless made in writing. In the event that any
         provisions of this Agreement shall be held invalid or otherwise
         unenforceable, such provision shall be severed and the remaining
         provisions of this Agreement shall continue in full force.

         14.3     NOTICE. All notices, demands, requests, or other
         communications which may be or are required to be given, served, or
         sent by either party to the other party pursuant to this Agreement
         shall be in writing and shall be hand delivered (including delivery by
         courier so long as a receipt or confirmation of delivery is obtained),
         sent by Federal Express or other recognized overnight delivery service,
         mailed by first-class, registered or certified mail, return receipt
         requested, postage prepaid, or transmitted by facsimile transmission
         (followed by delivery of the original of such document), addressed as
         set forth below. Either party hereto may designate by notice, in the
         manner herein above provided, a new address to which any notice,
         demand, request or communication may thereafter be so given, served or
         sent. Each notice, demand, request or communication which shall be
         mailed, delivered, or transmitted in the manner described above shall
         be deemed sufficiently given, served, sent and received for all
         purposes at such time as it is delivered to the addressee (with the
         return receipt, the delivery receipt, the affidavit of messenger or the
         answer back (or, with respect to a facsimile transmission, the report
         generated by the transmitting facsimile machine confirming successful
         transmission of the facsimile) being deemed conclusive evidence of such
         delivery) or at such time as delivery is refused by the addressee upon
         presentation.

         14.4     FORCE MAJEURE. If either party is unable to perform any of its
         obligations hereunder, or is unable to enjoy a benefit hereunder
         (including without limitation loss of or failure to provide the
         product(s) and/or service(s)), due to any event beyond the reasonable
         control of such party, including without limitation weather and all
         other Acts of God, war, fire, heat, cold, explosion, flood, power or
         telephone failures, acts or omissions of any government or agency
         thereof, compliance with requirements, rules, regulations or orders of
         any governmental authority or instrumentality thereof, labor
         difficulty, supplier failure or delay, civil disorder, or breakdown or
         malfunction of machinery, transportation facilities or other equipment
         of any nature, then such party's performance shall be excused for the
         pendency of such event, but such party shall in good faith use its best
         efforts to limit the duration of any such delay.

         14.5     GOVERNING LAW. This Agreement is entered into in, and shall be
         governed by and construed under, the laws of the State of Georgia.

         14.6     ATTORNEYS' FEES. If any sums due and owing under this
         Agreement are collected by or with the assistance of legal counsel, or
         if a party brings suit of any type against the other party and prevails
         in such action, then the losing party shall be liable to the prevailing
         party, and shall promptly remit to the prevailing party upon demand,
         all of the prevailing party's costs and expenses incurred with respect
         thereto, including without limitation court costs and reasonable
         attorneys' fees.

         14.7     INDEPENDENT CONTRACTOR. The relationship between the parties
         established in this Agreement shall be solely that of independent
         contractors and does not designate either party as the agent, legal
         representative, partner or joint venturer of the other party for any
         purpose whatsoever. Neither party is granted any right to create any
         obligation or responsibility or make representations, express or
         implied, on behalf of or in the name of the other party or to bind the
         other party in any matter or thing whatsoever.



                                      -10-
<PAGE>   12

         14.8     BINDING AGREEMENT. This Agreement shall be binding upon
         Medirisk and its assigns, and Licensee and its permitted successors and
         assigns.

         IN WITNESS WHEREOF, the parties have hereunto set their hands under
seal on the dates indicated.


MEDIRISK OF ILLINOIS, INC.                  HEALTHSOUTH CORPORATION


BY:    /s/ Kenneth M. Goins, Jr.            BY:   /s/ Robert E. Thomson
       -----------------------------              -----------------------------
                 (Signature)                                (Signature)

NAME:  Kenneth M. Goins, Jr.                NAME: Robert E. Thomson
       -----------------------------              -----------------------------

TITLE: Executive Vice President             TITLE:
       -----------------------------              -----------------------------

DATE:             1/20/98                   DATE:            12/31/97
       -----------------------------              -----------------------------


Medirisk of Illinois, Inc.                  HEALTHSOUTH Corporation
c/o Medirisk, Inc.                          One HEALTHSOUTH Parkway
Two Piedmont Center, Suite 400                   Birmingham, Alabama  35243
3565 Piedmont Road
Atlanta, Georgia  30305-1502

Attention:  Contracts Administration        Attention: Ms. Susan Sheedy

Tel:     (404) 364-6700                     Tel:     (205) 970-5549
Fax:     (404) 364-6703                     Fax:     (205) 969-4603


                                            With a copy to:

                                            HEALTHSOUTH Corporation
                                            One HEALTHSOUTH Parkway
                                            Birmingham, Alabama  35243

                                            Attention: Legal Services Department

                                            Tel:     (205) 969-4508
                                            Fax:     (205) 969-4732

                                      -11-

<PAGE>   13



                                   SCHEDULE 1

                                  LICENSE FEES




ANNUAL FEE:                                                  $[*] PER PATIENT*


* For up to [*] patients per term-year; in addition, the minimum number of
patients per term-year during the term of this Agreement shall be not less than
[*], and Licensee shall be responsible for payment to Medirisk with respect to
such minimum amount of patients regardless of whether or when such patients are
actually submitted to Medirisk.

For patients in excess of [*] per term-year, the Annual Per-Patient Fee shall be
as set forth in an amendment to this Agreement to be entered into in the near
future.

Payments shall be due and payable quarterly in advance on the first day of each
calendar quarter during the term hereof, based upon an annual submission rate of
[*] patients. Charges for patients in excess of such amount will be invoiced
quarterly in arrears.

A one-time, nonrefundable additional fee of [*] shall be payable for services
rendered to date in anticipation of the work to be performed by Medirisk under
this Agreement and other agreements to be entered into between the parties in
the future. Such fee shall be payable in two (2) equal quarterly installments
due 31 March 1998 and 30 June 1998, respectively.

FOR JCAHO-RELATED MATTERS: The foregoing pricing includes reporting on up to [*]
Selected Measures per Applicable Facility per quarter for Inpatient
Rehabilitation only.

FOR LICENSE OF OTHER MEDIRISK DATA: The foregoing pricing includes a one-year
license in and to the MEDIRISKSM Physician Fee Database (six levels).

* Confidential treatment requested.


                                   Page 1 of 1


<PAGE>   14




                                   SCHEDULE 2


                            ADDITIONAL SUPPORT COSTS

Consulting services for special projects or reports not included in this
Agreement will be charged at the following hourly rates for the corresponding
level of service: provided, however, that such work may only be requested by
Susan Sheedy or her successor or designee at Licensee:


<TABLE>
<CAPTION>
                  Level of Service                    Hourly Rate
                  ----------------                    -----------
                  <S>                                 <C>
                  Clerical                              $[*]

                  Programming                           $[*]

                  Professional                          $[*]
</TABLE>


Routine in-person consultation will be charged on a per diem (or part thereof)
rate of [*], however, in-person consultation by Pam Leiter or other top
executives of Medirisk will be charged on a per diem of [*].

*Confidential treatment requested


                               REPORTING SCHEDULE


                              See Statement of Work



                                      -13-



<PAGE>   15


                                   SCHEDULE 3


         For purposes of the release to be obtained by Licensee from each of its
patients as required by Section 9.5 of the foregoing Agreement, Licensee may
choose to incorporate language similar to that set forth below under "Sample
Provision" into any release or other document to be signed by the patient as it
may determine appropriate and necessary.

DISCLAIMER: LICENSEE ACKNOWLEDGES THAT THE FOLLOWING SAMPLE RELEASE LANGUAGE IS
PROVIDED BY MEDIRISK MERELY AS A COURTESY TO LICENSEE AND THAT MEDIRISK
DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE EFFECTIVENESS OR SUFFICIENCY
OF THIS PARTICULAR LANGUAGE. LICENSEE IS ADVISED TO CONSULT ITS OWN LEGAL
COUNSEL TO DETERMINE HOW TO SATISFY ITS RELEASE OBLIGATIONS UNDER THE FOREGOING
AGREEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DECISION TO USE AND INCLUDE
ANY RELEASE LANGUAGE IN ANY DOCUMENT PROVIDED BY LICENSEE TO ITS PATIENTS SHALL
BE SOLELY UNDER THE CONTROL OF LICENSEE AFTER IT HAS OBTAINED REVIEW AND
APPROVAL OF SUCH LANGUAGE AND THE FORM OF ANY RELEASE DOCUMENT FROM ITS LEGAL
COUNSEL. THE FORM OF RELEASE SELECTED BY LICENSEE SHALL NOT BE SUBJECT TO REVIEW
OR APPROVAL BY MEDIRISK. LICENSEE FURTHER ACKNOWLEDGES THAT THE SAMPLE LANGUAGE
SET FORTH BELOW IS INTENDED TO ADDRESS ONLY THE INFORMED CONSENT ISSUES
CONCERNING DISCLOSURE TO, AND THE OBTAINING OF FACILITY AND PATIENT INFORMATION
BY, MEDIRISK UNDER THIS AGREEMENT, AND IS NOT INTENDED AS AN EXCLUSIVE CONSENT
OR RELEASE BY THE PATIENT WITH RESPECT TO ALL ISSUES WHICH MAY BE OF CONCERN TO
LICENSEE AND ITS PROVISION OF CARE TO, OR DISCLOSURE OF INFORMATION WITH RESPECT
TO, ANY PARTICULAR PATIENT.


                                Sample Provision:

"RELEASE OF INFORMATION TO THIRD-PARTY CONTRACTORS OF [HOSPITAL]; POST-DISCHARGE
FOLLOW-UP CONTACTS. [Patient] hereby authorizes [Hospital] to disclose, orally
and/or in writing, any and all personal information concerning [Patient] which
[Hospital] has or may obtain (including without limitation [Patient]'s name,
address, sex, reason for admission, general nature of injuries, general
condition, diagnosis, symptoms, treatment plans, outpatient tests,
consultations, demographic and functional status) to any third-party contractor
(or agent thereof) of [Hospital] which [Hospital] has contracted to provide
statistical or similar analysis of any type with respect to [Patient] and/or
[Hospital] or any facility(ies) thereof. [Patient] further acknowledges that at
some point after [Patient]'s discharge from [Hospital], such contractor or an
agent thereof may contact [Patient] by telephone or otherwise for purposes of
one or more post-discharge surveys concerning [Patient]'s then-current physical
condition and recovery status, and [Patient] hereby authorizes and consents to
such contact(s) and agrees, on behalf of [Patient] and his or her
representatives, to use his or her best efforts to cooperate in providing any
requested information to such contractor's representative. [Patient] also hereby
acknowledges that any data which it submits to the contractor, or which the
contractor otherwise obtains from or on behalf of [Hospital] concerning
[Patient], may be entered into any general database of the contractor, at said
contractor's discretion, and that said contractor may use and/or otherwise
provide data to third parties from such database, at said contractor's
discretion, so long as said contractor only discloses such data to third parties
in a fashion that does not expressly reveal the identity of [Patient]; provided,
however, that said contractor may reveal the identity of [Patient] to research
organizations or consultants subject to pertinent confidentiality restrictions
to which the contractor and such other parties are bound. [Patient] acknowledges
that such research organizations will generally be prohibited from further
disclosing the identity of [Patient], subject to exceptions permitting further
limited disclosure as may be permitted by the contractor in the exercise of its
reasonable discretion."


                                  Page 1 of 1

<PAGE>   16


                                   EXHIBIT "A"

                            FACILITY ENROLLMENT FORM

       A SEPARATE FORM MUST BE COMPLETED FOR EACH FACILITY TO BE ENROLLED
                 IN THE FORMATIONS(SM) CLINICAL OUTCOMES SYSTEMS


Licensee Name:    HEALTHSOUTH Corporation

Facility Name:
                  ------------------------------------------------

Facility Address:
                  ------------------------------------------------

                  ------------------------------------------------

                  ------------------------------------------------


DATA BASE CATEGORY: LICENSEE MUST DETERMINE HOW EACH FACILITY'S DATA SHOULD BE
CATEGORIZED WITHIN THE MEDIRISK DATABASE. PLEASE SELECT ONE AND ONLY ONE (1) OF
THE FOLLOWING:

<TABLE>
<S>                                                              <C>
==========================================================================================================================
[ ]  Inpatient: DRG exempt rehabilitation unit in hospital       [ ]  Inpatient: Free-standing rehabilitation hospital
     (If checked, number of beds:  __________)                        (If checked, number of beds:  __________)

--------------------------------------------------------------------------------------------------------------------------
[ ]  Hospital-based subacute unit                                [ ]  Hospital-based skilled nursing unit
     (If checked, number of beds:  __________)                        (If checked, number of beds:  __________)

--------------------------------------------------------------------------------------------------------------------------
[ ]  Skilled nursing facility: Subacute unit                     [ ]  Skilled nursing facility
     (If checked, number of beds:  __________)                        (If checked, number of beds:  __________)

--------------------------------------------------------------------------------------------------------------------------
[ ]  Contract services company: Subacute care                    [ ]  Contract services company: Skilled care
--------------------------------------------------------------------------------------------------------------------------
[ ]  Home care agency                                            [ ]  Outpatient center/hospital-based
--------------------------------------------------------------------------------------------------------------------------
[ ]  Occupational rehabilitation clinic                          [ ]  Outpatient center/nonhospital
--------------------------------------------------------------------------------------------------------------------------
[ ]  Long-Term Acute Care
     (If checked, number of beds:  __________)

==========================================================================================================================
</TABLE>

Facility Medicare Provider Number (6-DIGIT NUMERIC ONLY): __ __ __ __ __ __


--------------------------------------------------------------------------------
                    OUTCOMES REPORTING RECIPIENT FOR FACILITY

         Name of Individual:
                            ---------------------------------------------
         Title:
                            ---------------------------------------------

         Mailing Address (if same as Facility's indicate "Same"):

                            ---------------------------------------------

                            ---------------------------------------------

         Phone: (   )                      Fax: (   )
                 ---  -------------              ---  -------------
--------------------------------------------------------------------------------


                                  Page 1 of 2
                            Facility Enrollment Form


<PAGE>   17



--------------------------------------------------------------------------------
                            CERTIFICATION COORDINATOR

         Name of Individual:

         Phone: (   )                        Fax: (   )
                 ---  ------------                 ---  ------------
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                DATA COORDINATOR

         Name of Individual:

         Phone: (   )                        Fax: (   )
                 ---  ------------                 ---  ------------
--------------------------------------------------------------------------------

Anticipated number of discharges per month to be submitted:  _________________

--------------------------------------------------------------------------------
                         DATA ENTRY METHOD (SELECT ONE):


 [ ] Optical Scan Forms  [ ] HCIS(TM) Software  [ ] Other (explain): _________
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
             APPLICABLE OUTCOMES INSTRUMENTS TO BE USED AT FACILITY
                            (SELECT ALL THAT APPLY):

                                   Inpatient:

           [ ] Medical (Hospital)             [ ] Medical (Subacute)
                     [ ] Medical (Skilled Nursing Facility)

      (For either of the above, please also indicate which of the following
                         components will be utilized):

            [ ] Rehabilitation    [ ] Nutrition    [ ]Pain Treatment

               [ ] Respiratory Treatment       [ ]Wound Treatment

                                   Outpatient:

                            [ ] Custom Rehabilitation
--------------------------------------------------------------------------------

================================================================================
                             FOR MEDIRISK USE ONLY:

Date of Receipt of Form from Facility:  _____________________, 199__

Facility ID #                           _____________________

Commencement date for data collection:  _____________________, 199__

APPROVED:

                                            Date:
-------------------------------------            ------------------------------
Director of Client Services - Chicago
================================================================================


                                   Page 2 of 2
                            Facility Enrollment Form


<PAGE>   18


                                   EXHIBIT "B"

                         PERFORMANCE MEASURE DESIGNATION

          A SEPARATE FORM MUST BE COMPLETED FOR EACH FACILITY FOR WHICH
                        DATA IS TO BE SUBMITTED TO JCAHO


Licensee Name:    HEALTHSOUTH CORPORATION

Facility Name:
                  -----------------------------------------------
Facility Address:

                  -----------------------------------------------

                  -----------------------------------------------

                  -----------------------------------------------


--------------------------------------------------------------------------------
       APPLICABLE PERFORMANCE MEASURES TO BE USED FOR JCAHO ACCREDITATION

(Please indicate selection by inserting the appropriate JCAHO ID Number from the
                attached list of Medirisk Performance Measures)*


         -------------------------           ----------------------------

         -------------------------           ----------------------------

         -------------------------           ----------------------------

         -------------------------           ----------------------------

--------------------------------------------------------------------------------


================================================================================
                             FOR MEDIRISK USE ONLY:

Date of Receipt of Form from Facility:  _____________________, 199__

Facility ID #                           _____________________

Commencement date for data submission:  _____________________, 199__

APPROVED:

-------------------------------------
Director of Client Services - Chicago

Date:
      -------------------------------

================================================================================

*  Facility may not select a Performance Measure for which it is not currently
   licensing the corresponding Instrument.


                        Performance Measure Designation
                                  Page 1 of 1


<PAGE>   19



                          MEDIRISK PERFORMANCE MEASURES


MEDICAL OUTCOMES SYSTEM - REHABILITATION


<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2004      Patients' improvement in communication ability
     2011      Rehabilitation patients' overall change in mobility
     2012      Rehabilitation patients' mobility at discharge
     2019      Rehabilitation patients' overall change in communication
     2020      Rehabilitation patients' communication at discharge
     2029      Rehabilitation patients' overall change in social cognition
     2052      Discharge to community relative to database
     2059      Rehabilitation patients' social cognition at discharge
     2064      Rehabilitation patients' overall change in IADL
     2066      Rehabilitation patients' IADL at discharge
     2087      Patients' change in sphincter control
     2095      Patients' change in mobility independence
     2154      Percent of rehabilitation patients who change in IADL
     2164      Facility change in IADL
     2170      Patients' change in social cognition
     2190      Rehabilitation patients' overall change in self-care
     2192      Rehabilitation patients' self-care at discharge
     2196      Rehabilitation patients' overall change in sphincter control
     2197      Rehabilitation patients' sphincter control at discharge
     2199      Rehabilitation patients' change in social cognition
     2204      Patients who change in self care independence
     2215      Rehabilitation patients' change in sphincter control
     2218      Percent of rehabilitation patients who change in mobility
     2225      Percent of rehabilitation patients who show a change in self care
     2233      Rehabilitation patients' change in communication
</TABLE>


                          Medirisk Performance Measures
                                   Page 1 of 2


<PAGE>   20


MEDICAL OUTCOMES SYSTEM - WOUND

<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2030      Surface area of wounds compared to database
     2032      Change in wound stage compared to database
</TABLE>


MEDICAL OUTCOMES SYSTEM - RESPIRATORY

<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2037      Percent of patients weaned from ventilator
     2041      Percent of patients weaned from oxygen use
     2151      Percent of patients decannulated
</TABLE>


MEDICAL OUTCOMES SYSTEM - PAIN

<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2077      Percent of patients with a decrease in pain interference
     2179      Narcotic use at initiation/discontinuation of treatment
</TABLE>

MEDICAL OUTCOMES SYSTEM  - NUTRITION

<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2832      Nutritional status measure
     2837      Body mass index
</TABLE>

GENERAL REHABILITATION - OUTPATIENT

<TABLE>
<CAPTION>
   JCAHO ID    Measure
   --------    -------
   <S>         <C>
     2108      Change in self care independence for outpatients
     2113      Change in sphincter control independence for outpatients
     2117      Change in mobility independence for rehabilitation outpatients
     2118      Change in communication independence for rehabilitation outpatients
     2121      Change in social cognition independence for rehabilitation outpatients
     2123      Change in IADL independence for rehabilitation outpatients
     2135      Change in health status role physical functioning for outpatients
     2141      Change in health status physical functioning for outpatients
     2144      Change in health status pain for outpatients
</TABLE>

                          Medirisk Performance Measures
                                   Page 2 of 2


<PAGE>   21


                                 ATTACHMENT "A"

                MEDIRISK-HEALTHSOUTH 1998-2000 STATEMENT OF WORK

         Medirisk of Illinois, Inc. ("Medirisk") will perform the
Outcomes-related data analysis and reporting functions for HEALTHSOUTH
Corporation ("HEALTHSOUTH") as established below during the term of the new
agreement. All such work will be performed utilizing instruments that comprise a
part of the Medirisk FORMATIONS(SM) Clinical Outcomes System and will encompass
the following service areas: Inpatient Products, Hospital-Based Outpatient
Products and Joint Commission on Accreditation of Healthcare Organizations
("JCAHO") compliance. The work to be performed for each of such service areas
will be as follows:

1.       INPATIENT PRODUCTS

         A.       Instruments

         The FORMATIONS(SM) Medical Outcomes System Version 2.0 measurement
tools will be used, including a descriptor dataset, a comorbid disease dataset,
and a rehabilitation dataset (which includes functional independence measures,
Rancho Los Amigos Coma Scale and Instrumental Activities of Daily Living
("IADL")). Additional datasets will be used as needed by each facility and will
include pain, wound, respiratory, and nutrition instruments.

         Medirisk will receive data from facilities on disk via HCIS. Data on
all patients will be submitted on a monthly basis. HEALTHSOUTH will provide such
data to Medirisk no later than the tenth (10th) day of the month following the
reporting month in question. HEALTHSOUTH will provide HCIS programming.

         B.       Number of Locations/ Volume:

         HEALTHSOUTH currently owns and operates 104 rehabilitation hospitals,
12 of which maintain separate subacute/skilled care unit/facilities. Currently
70 of these hospitals participate in the Medirisk outcomes program. During 1998
thirty-four (34) additional rehabilitation hospitals will be added (including 30
recently acquired CMS facilities). This will occur on or around April 1, 1998.
Facilities that are managed by HealthSouth, but not owned by HEALTHSOUTH, will
be free to contract with Medirisk independently and will not be covered under
the new master agreement.

         Data on all inpatient admissions will be reported by HEALTHSOUTH to
Medirisk. Medirisk will report back to HEALTHSOUTH on all patients who can be
classified into one or more of the following impairment groups: stroke,
orthopedic, head injury, spinal cord, debility, or "others not classified". This
number is expected to be approximately [*] discharges in 1998.

         Aggregate reports will be prepared for all patients for which data and
a patient ID number is submitted along with a valid impairment code falling
within the impairment codes of stroke, orthopedic, head injury, spinal cord,
debility, and "others not classified". Medirisk will make substantial efforts to
insure that data received is complete and properly transmitted.

         C.       Facility Reports

         Each of the facilities will receive a quarterly Facility Report. These
reports will be shipped to each respective facility by the fifteenth (15)
calendar day of the second month following the end of the reporting quarter. The
Facility Report for the fourth quarter of each calendar year will be modified to
replace the current year-end report provided to HEALTHSOUTH facilities. This
report will be a cumulative report for the entire year and will be shipped to
each respective facility by February 15th of each calendar year.

         Facilities will receive one bound black and white copy and one unbound
copy containing color graphs for each of the quarterly reports and the year end
report.


* Confidential treatment requested

                                Statement of Work
                                   Page 1 of 9


<PAGE>   22

         Reports for facilities added to the Medirisk outcomes system during
1998 will be prepared and distributed by July 15, 1998, and will include
discharges for the first quarter of 1998. Thereafter these facilities will
follow the same distribution schedule as for other facilities.

         D.       Corporate Reports

         HEALTHSOUTH corporate office will receive 4 copies of a quarterly
report which summarizes in aggregate form the data for all reported facilities
for such quarter. These reports will be shipped to the Quality Standards
department by the fifteenth (15) calendar day of the second month following the
end of the reporting quarter in question. The Corporate Report for the fourth
quarter of each calendar year will be modified to replace the current Corporate
year-end report provided to HEALTHSOUTH corporate. This report will be a
cumulative report for the entire year and will be shipped to each respective
facility by February 15th of each calendar year. These reports will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.

         Medirisk will also continue to provide to HEALTHSOUTH corporate a
quarterly Corporate Trend Report that reflects only functional independence
measure data. This report will continue to represent all diagnostic and
impairment groups consistent with previously supplied reports in order to
provide consistent data over time. These reports will be shipped to the Quality
Standards department by the fifteenth (15) calendar day of the second month
following the end of the reporting quarter in question. This report will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.

         Medirisk will continue to provide a quarterly Corporate Ranking Report
which will be redesigned by the end of the first quarter of 1998 to incorporate
a more equitable ranking methodology. The format of this report will be proposed
by Medirisk and mutually agreed upon by Medirisk and HEALTHSOUTH. This report
will also be provided to HEALTHSOUTH corporate in electronic format in a format
mutually agreed to by both parties.

         All corporate reports, including the previously mentioned Corporate
Trend Reports, will include data on the following impairment groups: stroke,
orthopedic, head injury, spinal cord, debility, and "others not classified",
though data from other impairment groups will have been sent to Medirisk.

         E.       Follow-Up Phone Interviews

         Medirisk will perform follow-up phone interviews within a window of 80
to 100 days from the date of patient discharge on a representative sample of
patients discharged from a HEALTHSOUTH facility in one of the following
impairment groups: stroke, orthopedic, head injury, spinal cord, and debility.
Medirisk will complete interviews with [*] per cent ([*]%) of patients from
the following impairment groups: stroke, orthopedic, head injury, spinal cord,
and debility, which is expected to result in the completion of approximately
[*] calls completed within each calendar year. Patients interviewed will come
from the subset of patients who have clean data submitted. In no case is the
number of patients to be interviewed to exceed [*] per calendar year without
the express written consent of HEALTHSOUTH Corporation.

         F.       Follow-Up Reports

         With respect to the follow-up phone interviews Medirisk will provide
the following reports for each facility on a quarterly basis: an aggregate
follow-up report, a patient comments report, and a call completion report. A
monthly status report will also be provided to each facility by the 10th
calendar day of the end of each month. A "Red Flag" notification will be
immediately communicated to the affected facility in the event that former
facility patients indicate that they are experiencing an emergency situation.
Medirisk will provide to HEALTHSOUTH corporate a quarterly call completion
report that lists basic summary information concerning call completion such as
number of calls completed per facility, the number of calls per impairment
group, and any other additional useful information mutually agreed upon by
Medirisk and HEALTHSOUTH. Medirisk will develop and provide to HEALTHSOUTH
Corporate a trend report displaying the percentage of patients who have
maintained their functional gains.


* Confidential treatment requested


                                Statement of Work
                                   Page 2 of 9

<PAGE>   23


         G.       Training

         Two videos will be recorded for the purpose of training HEALTHSOUTH
staff on the use of the FORMATIONS Medical Outcomes System Version 2 measurement
tools. HEALTHSOUTH will assume responsibility for payment for the production of
the videos. Medirisk will provide the staff to write the script for the videos
and will provide a trainer to narrate these videos.

         The current functional independence measure /IADL video will be updated
by the close of business, December 31, 1997, to reflect the changes in the IADL
instrument contained within Medical Outcomes System Version 2. HEALTHSOUTH will
mail copies of the video to its facilities for the purposes of verification and
training in the functional independence measure/IADL instruments for new
facilities simultaneously for all facilities by April 1, 1998. By April 1, 1998,
a new video, which will include training on the pain, wound, respiratory, and
nutrition instruments will also be developed by Medirisk and mailed by
HEALTHSOUTH to all facilities who choose to use these optional instruments.
HEALTHSOUTH will send videos trainings, on an as-needed basis, to assure that
new staff are properly certified. Medirisk will provide all existing HEALTHSOUTH
facilities with updated training manuals.

         All HEALTHSOUTH clinicians currently certified in the FORMATIONS
Medical Outcomes System Version 1 rehabilitation instruments will be required to
update their certification by viewing the new video(s) and by signing a form to
indicate their understanding of the changes. This shall be completed by end of
business on March 31, 1998. This signed form will be returned to Medirisk who
will assign a new certification ID number to each clinician. This will serve to
update current certification status.

         Training manuals will be made available by Medirisk to each clinician
prior to viewing the training videos and taking the certification test for the
FORMATIONS Medical Outcomes System Version 2 rehabilitation instrument.
Clinicians will only receive training and testing for those instruments
pertinent to the performance of their job duties, selection of which will be the
responsibility of HEALTHSOUTH. Upon successful completion of the test each
clinician will receive a certificate from Medirisk.

         Each certified clinician shall be entered into the Medirisk Rater
Database. Upon receipt and processing of patient data the processing program
provided by Medirisk shall determine whether or not the data contains an ID
number representing a certified clinician. Data containing ratings from
non-certified clinicians will not be processed, however, data containing
multiple ratings from both certified clinicians and non-certified clinicians
will be included in the report. Medirisk will produce a list of non-certified
clinicians for HEALTHSOUTH by the end of the third quarter of 1998 and return
such information to each affected facility along with training manuals and
certification tests sufficient to certify any and all non-certified clinicians.
Medirisk representatives will work with clinicians to obtain proper
certification.

         Medirisk will provide one "Guide for Interpreting Your Report" for each
HEALTHSOUTH facility no later than April 30, 1998, to accompany the first
FORMATIONS Medical Outcomes System Version 2 report.

         The final agreed-upon pricing will include the provision of up to a
maximum of 15,000 "Training Manuals", 15,000 certificates, and 104 "Guides to
Interpreting Your Report" over the three year contract period, provided however
that such amount may be re-negotiated upward upon the mutual consent of both
parties to this agreement.

         H.       Process Analysis

         Medirisk will not perform a process analysis prior to implementation of
FORMATIONS Medical Outcomes System Version 2.0.

         I.       Roll Out Activities

         Medirisk will provide a detailed implementation package for each of the
thirty-four (34) new HEALTHSOUTH rehabilitation hospitals to be added during
1998. This package, in loose-leaf notebook form will include, at a minimum: an
overview of Medirisk and Medirisk products, copies of new sample reports,
schedules for data collection and data reporting, and sufficient training
information. A copy will also be provided to all existing facilities. Medirisk
will make at minimum two calls to each new HEALTHSOUTH rehabilitation hospital:


                                Statement of Work
                                   Page 3 of 9


<PAGE>   24


once to verify receipt of the loose-leaf notebook materials; once to answer
questions that facility representatives may have after they have viewed the
training video.

         J.       Other Items

         Medirisk will meet with HEALTHSOUTH (either at corporate headquarters
in Birmingham, Alabama and/or at one or more facilities to be designated by
HEALTHSOUTH) on an as-needed basis a maximum of 4 times per year at no
additional fee to HEALTHSOUTH. Visits not utilized on behalf of inpatient
rehabilitation hospitals will not expire; rather they will accrue to the benefit
of other HEALTHSOUTH divisions as needed to a maximum of the total number of
visits provided for with the contract.


                                Statement of Work
                                   Page 4 of 9


<PAGE>   25


2.       HOSPITAL-BASED OUTPATIENT PRODUCTS

         A.       Instruments

         Medirisk will design a custom General Rehabilitation instrument to be
used exclusively by HEALTHSOUTH outpatient clinics that includes the Formations
Descriptor Dataset and a custom rehabilitation dataset incorporating all of the
items from the current functional independence measure and IADL instruments. For
functional independence measure items a new field of "not applicable" will be
added to each instrument. A custom patient survey focusing on high level
mobility skills will also be designed by Medirisk. The patient survey will be
completed by patients who are capable of completing it independently or
otherwise completed by clinicians at the beginning and end of each patient's
treatment.

         This custom General Rehabilitation instrument will be available for
HEALTHSOUTH outpatient clinics on or before April 1, 1998.

         Medirisk will custom design the patient questionnaire portion of these
instruments for the exclusive use of HEALTHSOUTH and will not make it available
in its entirety for use by any other Medirisk clients. Thus comprehensive
instrument benchmarking outside of HEALTHSOUTH will not be available except for
variables used in common with the Medirisk tool.

         Medirisk reserves the right to make modification to the instrument
after the first quarter of data is received and analyzed.

         All data collection will be done on HCIS, with all programming provided
by HEALTHSOUTH

         Data collection will begin no later than April 1, 1998. Data on all
patients will be collected by HEALTHSOUTH and submitted to Medirisk not later
than the 10th calendar day of the month following the reporting month in
question.

         B.       Number of Locations/Volume

         HEALTHSOUTH owns and operates ninety-nine (99) rehabilitation
hospital-based outpatient clinics with a total volume of approximately [*]
patients annually. Data collection for this group of clinics will begin on April
1, 1998.

         Data on all patients will be reported to and collected by Medirisk.
Medirisk will prepare reports on those patients belonging to the following
impairment groups: stroke, spinal cord injury, orthopedic, head injury, debility
and "others not classified". This number is expected to be approximately [*]% of
the total volume, approximately [*] patients.

         C.       Clinic Reports

         The patient questionnaire portion of the Clinic Report will be
customized for HEALTHSOUTH and no other Medirisk client will receive this
report. The custom report will include, at a minimum, the following items: an
executive summary, tables, and graphs.

         Each of these 99 rehabilitation hospital-based outpatient clinics will
receive a quarterly Clinic Report. The deadlines for the production of these
reports will begin at the end of the second quarter of 1998. These reports will
be shipped to each respective facility by the fifteenth (15) calendar day of the
second month following the end of the reporting quarter in question. The
Facility Report for the fourth quarter of each calendar year will be a
cumulative report for the entire year and will be shipped to each respective
facility by February 15th of each calendar year. These reports will also be
provided to HEALTHSOUTH corporate in electronic format in a format mutually
agreed to by both parties.

         Clinics will receive one bound black and white copy and one unbound
copy containing color graphs for each of the quarterly reports and the year end
report.

         Aggregate reports will be prepared for all patients for which data and
a patient ID number is submitted along with a valid impairment code falling
within the impairment codes of stroke, orthopedic, spinal cord injury, head
injury, debility, and "others not classified". Patients will be counted for
billing purposes by Medirisk whether

* Confidential treatment requested


                                Statement of Work
                                   Page 5 of 9

<PAGE>   26

or not the data that is sent is complete. Medirisk will make substantial efforts
to insure that data received is complete and properly transmitted.

         D.       Corporate Reports

         Medirisk will publish a HEALTHSOUTH General Rehabilitation Corporate
Report which will be shipped to HEALTHSOUTH corporate by the fifteenth (15)
calendar day of the second month following the end of the reporting quarter in
question. The initial report will be for the second quarter of 1998. The
Corporate Report for the fourth quarter of each calendar year will be a
cumulative report for the entire year and will be shipped to HEALTHSOUTH
corporate by February 15th of each calendar year. The patient questionnaire
portion of the report will have not external benchmarks.

         Medirisk will also publish a quarterly Corporate Ranking Report which
will be shipped to HEALTHSOUTH corporate by the fifteenth (15) calendar day of
the second month following the end of the reporting quarter in question. The
initial report will be for the second quarter of 1998.

         These corporate reports will contain information for patients falling
within the impairment codes of stroke, orthopedic, spinal cord injury, head
injury, debility, and "others not classified".

         E.       Training

         A satellite video telecast will be broadcast for the purpose of
training HEALTHSOUTH staff on the use of the HEALTHSOUTH General Rehabilitation
Instrument. HEALTHSOUTH will assume responsibility for payment for the
production of the telecast and the broadcasts of these satellite training.
Medirisk will provide the staff to write the script for the telecast and will
provide a trainer to narrate the telecast. For those HEALTHSOUTH facilities
without satellite receiving capabilities a video tape copy of the satellite
broadcast will be made available to them by HEALTHSOUTH corporate. HEALTHSOUTH
will continue to broadcast trainings, on an as-needed basis, to assure that new
staff are properly certified. The initial broadcast will take place in March
1998.

          Training manuals and certification tests will be made available by
Medirisk to each clinician prior to viewing the training videos. Upon successful
completion of the test each clinician will receive a certificate from Medirisk.

         Each certified clinician shall be entered into the Medirisk Rater
Database. Upon receipt and processing of patient data the processing program
provided by Medirisk shall determine whether or not the data contains an ID
number representing a certified clinician. Data containing ratings from
non-certified clinicians will not be processed, however, data containing
multiple ratings from both certified clinicians and non-certified clinicians
will be included in the report. Medirisk will produce a list of non-certified
clinicians for HEALTHSOUTH by the end of the third quarter of 1998 and return
such information to each affected clinic along with training manuals and
certification tests sufficient to certify any and all non-certified clinicians.
Medirisk representatives will work with clinicians to obtain proper
certification.

         Medirisk will provide one "Guide for Interpreting Your Report" for each
HEALTHSOUTH clinic no later than July 31, 1998, to accompany the first report.

         The final agreed-upon pricing will include the provision of up to a
maximum of 204 "Training Manuals", 510 tests, 510 certificates, and 99 "Guides
to Interpreting Your Report" over the three year contract period, provided
however that such amount may be re-negotiated upward upon the mutual consent of
both parties to this agreement.

         F.       Process Analysis

         Medirisk will perform a Process Analysis for HEALTHSOUTH which will
include feedback from HEALTHSOUTH staff who are using the instruments, and
summarization of the findings. As part of the process analysis a Medirisk
representative will visit three (3) HEALTHSOUTH hospital-based outpatient
clinics, the location and time of which will be determined jointly upon
consultation with representative of HEALTHSOUTH. Visits not utilized on behalf
of inpatient rehabilitation hospitals outpatient clinics will not expire; rather
they will accrue to the benefit of other HEALTHSOUTH divisions as needed to a
maximum of the total number of visits provided for with the contract.


                                Statement of Work
                                   Page 6 of 9


<PAGE>   27

         G.       Roll Out Activities

         Medirisk will provide a detailed implementation package for each of the
ninety-nine (99) clinics. This package, in loose-leaf notebook form will
include, at a minimum: an overview of Medirisk and Medirisk products, copies of
new sample reports, schedules for data collection and data reporting, and
sufficient training information. Medirisk will make at minimum two calls to each
new HEALTHSOUTH rehabilitation hospital: once to verify receipt of the
loose-leaf notebook materials; once to answer questions that facility
representatives may have after they have viewed the training video.

         H.       Other Items

         Medirisk will meet with HEALTHSOUTH (either at corporate headquarters
in Birmingham, Alabama and/or at one or more facilities to be designated by
HEALTHSOUTH) on an as-needed basis a maximum of 2 times per year at no
additional fee to HEALTHSOUTH. Visits not utilized on behalf of inpatient
rehabilitation hospitals outpatient clinics will not expire; rather they will
accrue to the benefit of other HEALTHSOUTH divisions as needed to a maximum of
the total number of visits provided for with the contract.


                                Statement of Work
                                   Page 7 of 9


<PAGE>   28


3.       JCAHO COMPLIANCE

         Medirisk will send performance measure data to JCAHO on behalf of
HEALTHSOUTH's impatient rehabilitation facilities in order that HEALTHSOUTH may
comply with JCAHO's "ORYX" criteria. Medirisk will comply with any and all
deadlines established by JCAHO. Medirisk will also seek to apprise HEALTHSOUTH
of any information received from or pertaining to JCAHO which Medirisk
reasonably determines should be provided to HEALTHSOUTH.

         Upon request, Medirisk will assist each facility in the selection of an
appropriate compliance measure for each year of the new agreement. These may
come from the list of approved measures supplied by Medirisk or the HEALTHSOUTH
patient satisfaction vendor, National Research Corporation. Both the number of
measures supplied and the percent of patients they represent may increase over
the term of this agreement.

         Medirisk will compile monthly data points for each of HEALTHSOUTH's
accredited programs that choose to use Medirisk's outcomes measures and transmit
this data to JCAHO on a quarterly basis, subject to all requirements established
by JCAHO for compliance. Medirisk further agrees to hold HEALTHSOUTH harmless in
the event of non-compliance with JCAHO requirements that results from the
non-performance of Medirisk with the requirements of this agreement.

         Data submissions are expected to begin in the first quarter of 1999 and
will represent the third quarter of 1998, subject to requirements established by
JCAHO.

         It is anticipated that JCAHO will charge a set fee for each measure
that is transmitted by Medirisk to JCAHO on behalf of HEALTHSOUTH. For the
purposes of pricing Medirisk assumes that each of HEALTHSOUTH's inpatient
rehabilitation hospitals will select one measure and will charge accordingly up
to a limit of 137 measures.

         Medirisk will send each participating HEALTHSOUTH -accredited program a
JCAHO report at a minimum five business days prior to transmittal of the report
to JCAHO.

         Medirisk agrees to keep performance measures up to date. At the time of
submission of this proposal of Statement of Work, Medirisk has obtained approval
from JCAHO for a total of eighty-seven (87) measures. During the term of this
agreement Medirisk, on behalf of HEALTHSOUTH, agrees to submit to JCAHO for
approval a total of up to [*] new measures annually.

         No corporate reporting of JCAHO reports is anticipated.

         Medirisk will implement this process and procedure for HEALTHSOUTH
inpatient rehabilitation hospitals during 1998. A separate quote will be
provided for additional reports or other programs covered under new JCAHO
regulations on an as-needed basis.

*Confidential treatment requested

                                Statement of Work
                                   Page 8 of 9


<PAGE>   29


5.       GENERAL

         All of the foregoing anticipated report shipping dates assume the
timely provision of data to Medirisk by HEALTHSOUTH and are not guaranteed in
the event of delay in timely receipt of complete and accurate data by Medirisk,
provided that such delay are found to be caused by HEALTHSOUTH and not by
Medirisk.

         After January 1, 1998, any substantial modifications required to be
made to Medirisk products at the specific request of HEALTHSOUTH will be paid
for by HEALTHSOUTH subject to the approval of a cost estimate for such change by
HEALTHSOUTH and prior to the implementation of such changes. Medirisk will only
market such revised products to others with the expressed written consent of
HEALTHSOUTH. Medirisk will include preferential hourly labor rates in the
preparation of such cost estimates.

         Freestanding orthopedic outpatient clinics are not included in this
Statement of Work and will be negotiated in a separate contract if so desired.


                                Statement of Work
                                   Page 9 of 9