EXHIBIT 10.8

[CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.]

OPTUM(R) SERVICES AGREEMENT

THIS AGREEMENT, effective October 1, 2001, (Effective Date) is between Optum, a
division of United HealthCare Services, Inc., (Optum) and CARExpress (Client).
This Agreement and the Services Addenda describe the services Optum shall
provide to Client and Participants. For services provided on or after its
Effective Date, this Agreement supersedes and replaces any existing agreements
between the parties relating to the same subject matter.

ARTICLE 1
DEFINITIONS

MEMBER: An individual who has paid a membership fee to Client, or on who's
behalf a membership fee has been paid to Client and who's account is in good
standing.

OPTUM SERVICES: The services to be provided to Client and Participants that are
described in this Agreement and any Service Addenda.

PARTICIPANT: A Member and a Member's dependents who are eligible to receive
services under this Agreement.

PLAN: A health care membership program marketed and administered by Client. The
Plan may be marketed and sold to individuals, businesses, insurers or other
entities providing services to health benefit plans.

SERVICES ADDENDUM: A document that describes in detail the Optum Services
purchased by Client under this Agreement. There may be more than one Services
Addendum. All applicable Services Addenda are listed in Section 2.1.

ARTICLE 2
OPTUM SERVICES

SECTION 2.1 DESCRIPTION OF SERVICES. Optum shall provide the Optum Services
described in the following Services Addenda: Optum Assistance, NurseLine and
Care24 Services Addenda. Each Services Addendum includes the Effective Date and
pricing for the Optum Services.

SECTION 2.2 HEALTH INFORMATION WEB SITE. Optum shall maintain a Web site that
contains health and well-being information (Web site) in accordance with Optum's
browser and other internet standards. Client's Participants will be able to
access the Web site directly or through a link from Client's proprietary web
site. Optum will own or license the content on the Web site. The Web site
content shall not be subject to Client's review or approval and may be modified
without prior notification to Client.

The Web site will allow Participants to establish a password protected custom
profile, in which Participants may:

(1) select health, behavioral and lifestyle topics;

(2) receive updated information on the selected topics;

(3) have access to certain reference and interactive tools; and

(4) sign-up to receive periodic e-mail notices and reminders.

Client acknowledges that by maintaining the Web site, Optum is not providing
internet access to Client or Client's Participants. In the event that Client is
required to obtain any regulatory approvals for the Web site, Client is
responsible for obtaining any and all such regulatory approvals, including any
necessary approvals of the content. Optum shall not be required to modify
content of the Web site to obtain such regulatory approval, but Optum shall work
with Client to make other modifications that may result in regulatory approval,
such as requiring a password for access to the entire Web site.

SECTION 2.3 OTHER REQUESTED SERVICES. If Client requests Optum to provide
services in addition to those described in this Agreement, including all
Services Addenda, Optum shall provide such services upon mutual agreement of the
parties at Optum's then current rates for such services. Such rates shall not
include any related travel, food and lodging expenses, which are Client's
responsibility.

SECTION 2.4 REPORTS. Optum shall provide Client with the standard annual Optum
Service reports. Optum shal1 provide Client the reports within 45 days after the
end of the reporting period. Except as otherwise provided in this Agreement, no
reports shall include confidential information, including Participant
identifying information.

ARTICLE 3
COMMUNICATIONS MATERIALS

SECTION 3.1 COMMUNICATIONS MATERIALS AND ACTIVITIES. Client is responsible for
the costs of all materials it produces that describe Optum and Optum Services.
Such materials must contain any necessary and appropriate disclosures in
accordance with Section 8.6 of this Agreement. Client shall submit to Optum for
review and approval all materials produced by Client that describe Optum and
Optum Services. If Client produces its own communications materials, Client
shall not copyright any materials describing Optum Services. Client must receive
Optum's permission before using any of Optum's copyrighted materials in Client's
communications materials.

Client shall pay Optum's standard fee in the event Client requests marketing
materials from Optum not specifically identified in the Services Addenda as
being included in Optum's compensation. Client shall not reproduce any
marketing, advertising, or promotional materials, including but not limited to,
videos, brochures, posters, newsletters and any other Optum copyrighted
materials provided to Client without Optum's prior written consent, unless
expressly permitted by this Agreement.

SECTION 3.2 PRODUCT NAMES. Optum shall use its standard product names when
providing Optum Services under this Agreement. Optum may change such product
names from time to time at its sole discretion.

ARTICLE 4
RESPONSIBILITY FOR DAMAGES AND INSURANCE

SECTION 4.1 RESPONSIBILITY FOR DAMAGES. Each party shall be responsible for any
and all damages, claims, liabilities, or judgments it incurs that arise as a
result of its own acts or omissions. Any costs for damages, claims liabilities
or judgments incurred at any time by one party as a result of the other party's
negligence or intentional wrongdoing shall be paid for or reimbursed by the
other party.

SECTION 4.2 INSURANCE. During the term of this Agreement, Optum shall maintain
in effect commercial general liability insurance in the amount $1,000,000 per
occurrence, and $2,000,000 aggregate and professional liability insurance
coverage in the amount of $5,000,000 per occurrence and $5,000,000 aggregate.

ARTICLE 5
REGULATORY COMPLIANCE

SECTION 5.1 ERISA AND COBRA. The services set forth in this Agreement may or may
not be subject to the federal Employee Retirement Income Security Act, 29
U.S.C., Section 1001, et seq. (ERISA) and/or the Consolidated Omnibus Budget
Reconciliation Act of 1985, Public Law 99-272, including any state continuation
laws (COBRA). Client and Optum agree that in any event Optum shall not be
identified as, or understood to be, a Plan Sponsor, Plan Administrator,
Administrator or Named Fiduciary, as those terms are defined in ERISA. Optum
shall have no responsibility for the preparation or distribution of any plan
description or summary plan descriptions or for the provision of any notices or
disclosures or for the filing of any returns or reports or information required
to be filed pursuant to ERISA, COBRA or the Internal Revenue Code.

SECTION 5.2 REGULATORY FILING. In the event that Client is required to file this
Agreement with federal, state and local governmental authorities, Client shall
be responsible for filing the Agreement with such authorities as required by any
applicable law or regulation. If, following any such filing, the governmental
authority requests changes to this Agreement, Optum and Client shall jointly
discuss Client's response to the governmental authority. In the event

any federal, state or local governmental authority requires a change to this
Agreement that either Optum or Client deems to be material, either parry may
request renegotiation of the affected provisions of this Agreement pursuant to
Section 8.8 of this Agreement.

ARTICLE 6
BOOKS AND RECORDS

SECTION 6.1 MAINTAINING RECORDS. Optum shall maintain records that are usual and
customary for the services provided under this Agreement and/or as required by
law. Any such records shall remain the property of Optum, subject to any rights
of the Participant.

SECTION 6.2 PRIVACY OF RECORDS. Optum and Client shall maintain the
confidentiality of all information regarding Participants in accordance with any
applicable statutes and regulations. Optum is not obligated to provide Client
any information Optum obtains as a result of providing Optum Services to a
Participant, unless:

(1) the Participant consents to the disclosure of such information; or

(2) Optum determines the disclosure of such information to Client is
permitted, required, or otherwise appropriate under applicable law.

Optum acknowledges that in receiving, storing, processing or otherwise dealing
with information about Participants it may be fully bound by the provisions of
the federal regulations governing Confidentiality of Alcohol and Drug Abuse
Patient Records, 42 C.F.R. Part 2, and agrees that, if so, it shall resist, in
judicial proceedings, any effort to obtain access to information pertaining to
Participants that is expressly provided for in the Federal Confidentiality
Regulations, 42 C.F.R. Part 2.

During and after the term of this Agreement, Optum and its related entities may
use and transfer any and all information gathered under this Agreement, for
research and analytical purposes.

SECTION 6.3 EXAMINATION OF RECORDS. Upon reasonable notice, during normal
business hours and at a reasonable time and place, each party shall have the
right to examine any records of the other party that relate to its obligations
under this Agreement, including any of Client's records relating to the
compensation owed Optum under this Agreement. All records maintained by either
party relating to their responsibilities under this Agreement shall be kept for
at least five years after the date the records were created or any applicable
period required by law, whichever is longer. A party shall pay the cost of
copies of any records that it requests from the other party. If one party
examines the records of the other party, the examining party shall pay the
examined party:

(1) the examined party's employee time spent on the examination in excess of 16
hours,

(2) any other costs incurred by the examined party in complying with the
examination request.

No third party may conduct an examination without the prior written consent of
the examined party. Neither party shall disclose any confidential business
information of the other party without the prior written consent of that party.

SECTION 6.4 GOVERNMENT AND ACCREDITING AGENCY ACCESS TO RECORDS. The federal,
state and local government and any accrediting agencies, including but not
limited to The American Accreditation HealthCare Commission/URAC, and any of
their authorized representatives, shall have access to, and Optum is authorized
to release all information and records or copies of such, within its possession,
that are pertinent to and involve transactions related to this Agreement if such
access is necessary to comply with accreditation standards, statutes or
regulations applicable to Optum.

ARTICLE 7
TERM AND TERMINATION

SECTION 7.1 TERM OF THE AGREEMENT. This Agreement is for a term of one year
starting on the Effective Date, and automatically renews for additional one year
terms until either party terminates this Agreement pursuant to Section 7.2.

SECTION 7.2 TERMINATION OF THE AGREEMENT. This Agreement may be terminated as
follows:

(1) by either party upon at least 90 days prior written notice to the other
party; provided, however, that the effective date of such termination
shall in no case be earlier than one year from the Effective Date,

(2) by either party, in the event of material breach by the other party,
except as provided in Section 7.2 (3) below, upon at least 30 days prior
written notice to the other party, unless the material breach has been
cured before the end of the 30 days,

(3) by Optum, upon at least 10 days prior written notice to Client, in the
event Client does not pay Optum any amount owed within 30 days of the date
of an invoice,

(4) pursuant to Sections 8.6 and 8.8,

(5) pursuant to the terms of the Adjustment of Fees Section in the Services
Addenda,

(6) automatically in the event of termination of all of the Services Addenda.

Client shall pay all fees owing under this Agreement and Optum shall provide
Optum Services until the expiration of the notice period.

SECTION 7.3 NOTICE TO MEMBERS. Immediately upon final notice of termination of
this Agreement, Client shall notify Members of such termination. Client and
Optum must review and consent to any written notice to Members regarding such
termination. Neither party shall unreasonably withhold its consent to such
notices proposed by the other party.

ARTICLE 8
MISCELLANEOUS

SECTION 8.1 ASSIGNMENT. Except as provided in this Section, neither party may
assign any of its rights and responsibilities under this Agreement to any person
or entity without the prior written consent of the other party, which shall not
be unreasonably withheld. Client and Optum acknowledge that persons and entities
under contract with or affiliated with them may perform certain administrative
services under this Agreement. Client acknowledges that assignment by Optum of
all or any of its rights and responsibilities under this Agreement to any entity
controlling, controlled by or under common control with Optum shall not require
Client's prior written consent.

SECTION 8.2 ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the
entire agreement between the parties in regard to its subject matter, and,
except as provided in the Adjustment of Fees Section of the Services Addenda,
may be amended only by a written amendment executed by both parties.

SECTION 8.3 USE OF NAMES. During the term of this Agreement, Client shall have
the right to designate and make public reference to "Optum" by name in an
accurate, factual manner, as the provider of Optum Services. Optum shall have
the right to make public reference to Client by name in the course of
identifying itself as the provider of Optum Services. Optum and Client shall not
otherwise use the other's name, trademarks, or service marks without prior
written approval.

SECTION 8.4 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.

SECTION 8.5 NOTICES. Any notice under this Agreement shall be hand delivered or
sent by pre-paid, first class mail to the addresses listed below. The addresses
to which notices are sent may be changed by proper notice.

SECTION 8.6 COMPLIANCE WITH LAWS. Client shall substantially comply with and
ensure the Plan substantially complies with all applicable laws and regulations.
Except as provided below, Optum shall obtain and maintain any applicable
licenses or regulatory approvals necessary for it to perform its services under
this Agreement and shall substantially comply with all applicable laws and
regulations.

Optum shall notify Client if Optum or a governmental authority determines that
Optum must be licensed as an insurer, health service plan, health maintenance
organization, prepaid limited health services organization, or other type of
licensed insurer to provide Optum Services. In such event, Optum may cease
providing the services that would subject Optum to such licensure, unless Optum
and Client can agree upon an amendment to this Agreement that would make such
licensure unnecessary. Any such cessation of services shall be effective the
earlier of the date required by the governmental authority or after at least 60
days prior written notice to Client.

Due to regulatory requirements, Optum may be unable to provide its full services
to all clients in all states. For example, Optum may not provide master's level
counselor services in California and Nevada. In the event such restrictions are
applicable to the Optum Services provided to Client, Optum will notify Client of
such restrictions. Client shall make all necessary and appropriate disclosures
to Participants regarding any restrictions on Optum Services. Such disclosures
shall be subject to Optum's review and approva1 in accordance with Section 3.1
of this Agreement.

SECTION 8.7 RESOLUTION OF DISPUTES. In the event a dispute arises relating to
this Agreement or the Services Addenda, the parties shall meet and confer in
good faith in an attempt to resolve the dispute. If the dispute is not resolved
within 30 days after the parties first met to discuss it and a party wishes to
pursue the dispute, the party shall refer the dispute to binding arbitration in
accordance with the rules established by the American Arbitration Association.
Judgment upon the award rendered may be entered in any court of competent
jurisdiction. The arbitrators shall have no power to award any punitive damages
or exemplary damages or to ignore or vary the terms of this Agreement and shall
be bound by controlling law. Any arbitration under this provision must be
initiated within at least one year from the date the parties first met to
discuss the dispute. The parties shall equally share the arbitrator's fees and
other costs of the arbitration. Nothing in this Section shall be construed to
limit, or preclude either party from bringing any action in any court of
competent jurisdiction for injunctive or other provisional relief as the party
may deem to be necessary or appropriate against conduct, or threatened conduct
by the other party. Any arbitration proceeding under this Agreement shall be
conducted in Minneapolis, Minnesota.

SECTION 8.8 RENEGOTIATION OF THIS AGREEMENT. Except as provided in Section 8.6,
the parties shall renegotiate this Agreement if either party would be materially
adversely affected by continued performance as a result of:

(1) a change in law or regulation,

(2) a requirement that either party comply with an existing law or regulation
contrary to the party's prior reasonable understanding, or

(3) pursuant to Section 5.2.

The affected party must promptly notify the other party of the change or
compliance requirement and its desire to renegotiate this Agreement. If a new
agreement is not executed within 60 days of the receipt of the renegotiation
notice, the party adversely affected shall have the right to terminate this
Agreement upon 30 days prior written notice to the other party. Any such notice
of termination must be given within 15 days of the end of the 60 day
renegotiation period.

SECTION 8.9 CONFIDENTIAL BUSINESS INFORMATION. Client and Optum shall take all
necessary steps to provide the maximum protection to the other party's trade
secrets and confidential business information and records. Such information
shall not be disclosed to third parties without the express written consent of
the party to whom the information belongs. The parties shall not utilize any
trade secrets or confidentia1 business information, including customer lists, or
patented, trademarked, trade-named, service-marked or copyrighted material or
property

belonging to the other party other than is expressly permitted by this Agreement
or otherwise in writing. Promotional videos may be rebroadcast and brochures
made available via Client's intranet solely for the purpose of providing
information about Optum's Services to Participants and provided such materials
contain an appropriate copyright acknowledgment.

SECTION 8.10 CLIENT RESPONSIBILITY FOR PAYMENT OF BENEFITS. Optum is not
responsible, under any circumstance for the payment of any medical expenses
incurred by a Participant in the course of his or her treatment, or for coverage
determinations or determinations regarding eligibility, benefits, benefit
limitations, and exclusions. Client shall hold harmless and indemnify Optum from
any liability of any type arising from a claim by a Participant for payment of
benefits under a Plan or from a claim for the payment of expenses for health
care services rendered by such provider to Participant.

SECTION 8.11 NON-WAIVER. The failure of either party to insist upon the strict
observance or performance of any provision of this Agreement or to exercise any
right or remedy shall not impair or waive any such right or remedy.

SECTION 8.12 RELATIONSHIP BETWEEN PARTIES. The relationship between Optum and
Client is solely that of independent contractors. Nothing in this Agreement or
otherwise shall be construed or deemed to create any other relationship,
including one of employment, agency or joint venture.

SECTION 8.13 SURVIVAL OF TERMS. Any provisions of this Agreement which, by their
nature, extend beyond the expiration, or termination of this Agreement, shall
survive the termination of this Agreement, and shall remain in effect until all
such obligations are satisfied.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY
THE PARTIES.

UNITED HEALTHCARE SERVICES, INC. CAREXPRESS
6300 Olson Memorial Highway 120 Gilbraltar Road, Suite 107
Golden Valley, Minnesota 55427 Horsham, Pennsylvania 19044

By /s/ R. Edward Bergmark By /s/ R. D. Bowers
---------------------------------------------- --------------------------------------------------

R. Edward Bergmark Print Name R. D. Bowers
----------------------------------------

CEO, Optum Division Print Title CEO
----------------------------------------

Date 9/5/01 Date 7/26/01
-------------------------------------------- ------------------------------------------------

OPTUM(R) ASSISTANCE SERVICES ADDENDUM

This Addendum to the October 1, 2001 Optum Services Agreement (Agreement) is
effective September 1, 2001, (Addendum Effective Date). This Addendum is
effective until the Agreement or this Addendum is terminated. This Addendum sets
forth the specific services and the compensation arrangement between Optum and
Client for Assistance Services. For purposes of this Addendum, Members who are
covered under Client's Plan and their family members.

ARTICLE 1
DEFINITIONS

ASSISTANCE SERVICES: Education, information, problem assessment, assistance,
crisis management and referral for a Participant's personal problems relating to
issues including, but not limited to, marital/family relations, financial and/or
non-employment related legal issues, chemical or alcohol dependency, illnesses,
and work related problems. Assistance Services shall be provided by master's
degree level Optum Staff counselors.

OPTUM STAFF: An Optum professional employee who provides to Participants the
services described in Article 2 of this Addendum.

ARTICLE 2
PROVISION OF ASSISTANCE SERVICES

SECTION 2.1 ASSISTANCE SERVICES. Optum shall provide Assistance Services to
Participants by telephone. Optum is available toll free 24 hours per day, 365
days per year. Optum may refer Participants to community resources for
additional services, the cost of which are the responsibility of the
Participant. Optum shall follow-up with Participants periodically, as determined
by Optum to be clinically appropriate. Assistance Services include only those
services described in this Addendum and specifically excludes the provision of
information concerning Plan eligibility requirements, the content of a Plan, and
the health care coverage available to a Participant.

ARTICLE 3
CLIENT RESPONSIBILITIES

SECTION 3.1 TRANSFER OF PHONE LINES. If Client requests Optum to provide Optum
Services via a toll free number transferred from Client's previous vendor,
Client shall be responsible for obtaining all approvals and making all
arrangements to transfer the toll free number from the previous vendor to Optum.
Optum shall not be responsible for any delay in Optum Services due to the toll
free number not being transferred to Optum in a timely manner, however, Optum
shall use its best efforts to assist Client, if necessary, in completing the
transfer process.

ARTICLE 4
COMPENSATION FOR ASSISTANCE SERVICES

SECTION 4.1 ASSISTANCE SERVICE FEE. Client sha1l pay Optum the rates as outlined
in the attached Care24 Services Product Addendum. Client shall pay all Monthly
Payments on or before the 20th day of each month for which such Monthly Payment
is due. Client shall calculate Monthly Payments using an estimate of the number
of Members. Client shall adjust a subsequent Monthly Payment to reflect the
difference between the estimated and actual number of Members. In the event
Client paid the Monthly Rate for a Member who was not eligible to receive
Assistance Services, Client may adjust a subsequent Monthly Payment to deduct up
to, but not more than, two of the Monthly Rates paid after Member ceased to be
eligible. Client and Optum may make other corrective adjustments to the Monthly
Payment; provided, however, any corrective adjustments must be made within 60
days of the date on which the Monthly Payment was due to Optum.

SECTION 4.2 LATE PAYMENT CHARGE. A 1% per month finance fee shall be charged on
any outstanding balance after 30 days.

SECTION 4.3 ADJUSTMENT OF FEES. Prior to each anniversary of the Effective Date,
referred to in this Section as the "Renewal Date," Optum shall initiate
discussions with Client regarding Optum's compensation for the next term of this
Addendum. At least 90 days before the Renewal Date, Optum shall mail to Client
written notice regarding their Services, rates and/or fees for the next term of
this Addendum (Renewal Notice).

Client may terminate the Agreement and/or this Addendum by issuing written
notice of termination within 30 days after the date of the Renewal Notice. Such
termination is effective on the Renewal Date. If Client does not issue a written
notice of termination, the new Optum Services, rates, and fees are effective on
the Renewal Date, and the Agreement and this Addendum shall renew for an
additional term.

ARTICLE 5
TERMINATION OF THIS ADDENDUM

SECTION 5.1 TERMINATION. This Addendum may be terminated in accordance with
Section 7.2 of the Agreement. Unless otherwise provided in the notice of
termination or in this Addendum, termination of this Addendum in accordance with
Section 7.2 of the Agreement shall not result in termination of the Agreement.

SECTION 5.2 TERMINATION OF THE AGREEMENT. This Addendum automatically terminates
on the date of termination of the Agreement.

SECTION 5.3 EFFECT OF TERMINATION OF THIS ADDENDUM ON THE AGREEMENT. In the
event this Addendum is the only Addendum to the Agreement, the Agreement
automatically terminates on the date termination of this Addendum.

ARTICLE 6
MISCELLANEOUS

SECTION 6.1 RELATIONSHIP BETWEEN OPTUM STAFF COUNSELORS AND PARTICIPANTS.
Nothing in the Agreement or this Addendum shall change, alter, or interfere with
any professional relationship that exists between any Optum Staff counselor
providing Assistance Services and any Participant.

SECTION 6.2 COMPLIANCE WITH CALIFORNIA AND NEVADA LAW. In the event Client has
Participants located in California or Nevada, Client acknowledges that Optum is
not licensed in California pursuant to the California Knox-Keene Act or in
Nevada pursuant to the Prepaid Limited Health Services Organization Act. The
terms of this Agreement that are subject to the laws of the State of California
or the State of Nevada are automatically modified to the extent necessary to
comply with California's Knox-Keene Exemption regulations or Nevada's Prepaid
Limited Health Services Organization Exemption regulations, including, but not
limited to the number of Assistance Services for problem assessment, assistance
or crisis management provided to a Participant and the pre-payment of any fees.
In the event that Optum claims a similar exemption in any other state, the terms
of this Agreement subject to such laws are automatically modified to the extent
necessary to comply with such laws.

OPTUM(R) NURSELINE SERVICES ADDENDUM

This Addendum to the October 1, 2001 Optum Services Agreement (Agreement) is
effective September 1, 2001 (Addendum Effective Date). This Addendum is
effective until the Agreement or this Addendum is terminated. This Addendum sets
forth the specific services and the compensation arrangement between Optum and
Client for NurseLine Services. For purposes of this Addendum, Members who are
covered under Client's Plan and their family members.

ARTICLE 1
DEFINITIONS

NURSELINE SERVICES: General health information, identification of specific
health-related concerns, and provision of educational information regarding
those concerns. NurseLine Services shall be provided by Optum Staff nurses.

OPTUM STAFF: An Optum professional employee who provides to Participants the
services described in Article 2 of this Addendum.

ARTICLE 2
PROVISION OF NURSELINE SERVICES

SECTION 2.1 NURSELINE SERVICES. Optum shall provide NurseLine Services to
Participants by telephone. Optum is available toll free 24 hours per day, 365
days per year. NurseLine Services include only those services described in this
Addendum and specifically excludes the provision of information concerning Plan
eligibility requirements, the content of a Plan, and the health care coverage
available to a Participant.

ARTICLE 3
GUIDELINES

SECTION 3.1 MAINTENANCE OF GUIDELINES. Optum shall establish and maintain
medical guidelines used by Optum Staff nurses, in a written and electronic
format, for the most common types of inquiries from Participants. Such
guidelines shall specify the health information to be provided to a Participant
presenting such an inquiry.

ARTICLE 4
CLIENT RESPONSIBILITIES

SECTION 4.1 TRANSFER OF PHONE LINES. If Client requests Optum to provide Optum
Services via a toll free number transferred from Client's previous vendor,
Client shall be responsible for obtaining all approvals and making all
arrangements to transfer the toll free number from the previous vendor to Optum.
Optum shall not be responsible for any delay in Optum Services due to the toll
free number not being transferred to Optum in a timely manner, however, Optum
shall use its best efforts to assist Client, if necessary, in completing the
transfer process.

ARTICLE 5
COMPENSATION FOR NURSELINE SERVICES

SECTION 5.1 NURSELINE SERVICE FEE. Client shall pay Optum the rates as outlined
in the attached Care24 Services Product Addendum. Client shall pay all Monthly
Payments on or before the 20th day of each month for which such Monthly Payment
is due. Client shall calculate Monthly Payments using an estimate of the number
of Members. Client shall adjust a subsequent Monthly Payment to reflect the
difference between the estimated and actual number of Members. In the event
Client paid the Monthly Rate for a Member who was not eligible to receive
NurseLine Services, Client may adjust a subsequent Monthly Payment to deduct up
to, but not more than, two of the Monthly Rates paid after Member ceased to be
eligible. Client and Optum may make other corrective adjustments to the Monthly
Payment; provided, however, any corrective adjustments must be made within 60
days of the date on which the Monthly Payment was due to Optum.

SECTION 5.2 LATE PAYMENT CHARGE. A 1% per month finance fee shall be charged on
any outstanding balance after 30 days.

SECTION 5.3 ADJUSTMENT OF FEES. Prior to each anniversary of the Effective Date,
referred to in this Section as the "Renewal Date," Optum shall initiate
discussions with Client regarding Optum's compensation for the next term of this
Addendum. At least 90 days before the Renewal Date, Optum shall mail to Client
written notice regarding their Services, rates and/or fees for the next term of
this Addendum (Renewal Notice).

Client may terminate the Agreement and/or this Addendum by issuing written
notice of termination within 30 days after the date of the Renewal Notice. Such
termination is effective on the Renewal Date. If Client does not issue a written
notice of termination, the new Optum Services, rates and fees are effective on
the Renewal Date, and the Agreement and this Addendum shall renew for an
additional term.

ARTICLE 6
TERMINATION OF THIS ADDENDUM

SECTION 6.1 TERMINATION. This Addendum may be terminated in accordance with
Section 7.2 of the Agreement. Unless otherwise provided in the notice of
termination or in this Addendum, termination of this Addendum in accordance with
Section 7.2 of the Agreement shall not result in termination of the Agreement.

SECTION 6.2 TERMINATION OF THE AGREEMENT. This Addendum automatically terminates
on the date of termination of the Agreement.

SECTION 6.3 EFFECT OF TERMINATION OF THIS ADDENDUM ON THE AGREEMENT. In the
event this Addendum is the only Addendum to the Agreement, the Agreement
automatically terminates on the date of termination of this Addendum.

ARTICLE 7
MISCELLANEOUS

SECTION 7.1 RELATIONSHIP BETWEEN OPTUM STAFF NURSES AND PARTICIPANTS. Nothing
contained in the Agreement or this Addendum shall constitute or be construed to
create a nurse-patient relationship between Participants and the Optum Staff
nurses providing NurseLine Services to such Participants.

OPTUM(R) CARE24 SERVICES ADDENDUM

This Addendum to the October 1, 2001 Optum Services Agreement (Agreement) is
effective September 1, 2001 (Addendum Effective Date). This Addendum is
effective until the Agreement or this Addendum is terminated. This Addendum sets
forth the specific services and the compensation arrangement between Optum and
Client for Care24 Services. For purposes of this Addendum, Members who are
covered under Client's Plan and their family members.

ARTICLE 1
DEFINITIONS

CARE24 SERVICES: Education, information, problem assessment, assistance, crisis
management and referral for a Participant's personal problems relating to issues
including, but not limited to, marital/family relations, financial and/or
non-employment related legal issues, chemical or alcohol dependency, illnesses,
work related problems, general health information, identification of specific
health-related concerns, and provision of educational information regarding
those concerns. Care24 Services shall be provided by master's degree level Optum
Staff counselors and/or by Optum Staff nurses, as Optum determines appropriate.

OPTUM STAFF: An Optum professional employee who provides to Participants the
services described in Article 2 of this Addendum.

ARTICLE 2
PROVISION OF CARE24 SERVICES

SECTION 2.1 CARE24 SERVICES. Optum shall provide Care24 Services to Participants
by telephone. Optum is available toll free 24 hours per day, 365 days per year.
Optum may refer Participants to community resources for additional services, the
cost of which are the responsibility of the Participant. Optum shall follow-up
with Participants periodically, as determined by Optum to be clinically
appropriate. Care24 Services include only those services described in this
Addendum and specifically excludes the provision of information concerning Plan
eligibility requirements, the content of a Plan, and the health care coverage
available to a Participant.

ARTICLE 3
GUIDELINES

ARTICLE 4
CLIENT RESPONSIBILITIES

ARTICLE 5
COMPENSATION FOR CARE24 SERVICE

SECTION 5.1 CARE24 SERVICE FEE. Client shall pay Optum per Member per month
(Monthly Rate) for each Member that month (Monthly Payment) or [**] per month
(Minimum Monthly Payment), whichever is greater as outlined in the table below.
The Monthly Minimum Payment shall become effective 90 days after the Effective
Date of the Agreement.

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OPTUM SERVICE MONTHLY RATE
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Assistance Services [**]
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NurseLine Services [**]
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Care24 Services [**]
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Client shall pay all Monthly Payments on or before the 20th day of each month
for which such Monthly Payment is due. Client shall calculate Monthly Payments
using an estimate of the number of Members. Client shall adjust a subsequent
Monthly Payment to reflect the difference between the estimated and actual
number of Members. In the event Client paid the Monthly Rate for a Member who
was not eligible to receive Care24 Services, Client may adjust a subsequent
Monthly Payment to deduct up to, but not more than, two of the Monthly Rates
paid after Member ceased to be eligible. Client and Optum may make other
collective adjustments to the Monthly Payment; provided, however, any corrective
adjustments must be made within 60 days of the date on which the Monthly Payment
was due to Optum.

SECTION 5.2 LATE PAYMENT CHARGE. A 1% per month finance fee shall be charged on
any outstanding balance after 30 days.

SECTION 5.3 ADJUSTMENT OF FEES. Prior to each anniversary of the Effective Date,
referred to in this Section as the "Renewal Date," Optum shall initiate
discussions with Client regarding Optum's compensation for the next term of this
Addendum. At least 90 days before the Renewal Date, Optum shall mail to Client
written notice regarding their Services, rates, and/or fees for the next term of
this Addendum (Renewal Notice).

ARTICLE 6
TERMINATION OF THIS ADDENDUM

SECTION 6.2 TERMINATION OF THE AGREEMENT. This Addendum automatically terminates
on the date of termination of the Agreement.

ARTICLE 7
MISCELLANEOUS

SECTION 7.1 RELATIONSHIP BETWEEN OPTUM STAFF COUNSELORS AND PARTICIPANTS.
Nothing in the Agreement or this Addendum shall change, alter, or interfere with
any professional relationship that exists between any Optum Staff counselor
providing Care24 Services and any Participant.

SECTION 7.2 RELATIONSHIP BETWEEN OPTUM STAFF NURSES AND PARTICIPANTS. Nothing
contained in the Agreement or this Addendum shall constitute or be construed to
create a nurse-patient relationship between Participants and the

** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Optum Staff nurses providing Care24 Services to such Participants.

SECTION 7.3 COMPLIANCE WITH CALIFORNIA AND NEVADA LAW. In the event Client has
Participants located in California or Nevada, Client acknowledges that Optum is
not licensed in California pursuant to the California Knox-Keene Act or in
Nevada pursuant to the Prepaid Limited Health Services Organization Act. The
terms of this Agreement that are subject to the laws of the State of California
or the State of Nevada are automatically modified to the extent necessary to
comply with California's Knox-Keene Exemption regulations or Nevada's Prepaid
Limited Health Services Organization Exemption regulations, including, but not
limited to the number of Care24 or Assistance Services for problem assessment,
assistance or crisis management provided to a Participant and the prepayment of
any fees. In the event that Optum claims a similar exemption in any other state,
the terms of this Agreement subject to such laws are automatically modified to
the extent necessary to comply with such laws.