1
Exhibit 10.14

QUALITY CARE SOLUTIONS, INC.

QMACS(TM) SOFTWARE LICENSE

This License is made and entered by and between Quality Care Solutions, Inc, a
Nevada corporation with it's principal place of business at 5030 E. Sunrise
Drive, Phoenix, AZ 85044 (hereinafter referred to as "QCSI"), and Altius Health
Plans, a Utah corporation with it's principal place of business at 10421 South
Jordan Gateway, Ste 400, South Jordan, UT 84095 (hereinafter referred to as
"CLIENT").
TERMS & CONDITIONS

I. QMACS(TM) SOFTWARE LICENSE GRANT

a) Grant of License. QCSI hereby grants to CLIENT a
non-exclusive, non-transferable license ("License") to use
QMACS(TM) Software and QMACS(TM) Documentation. This License
is expressly made and granted subject to the terms,
conditions, limitations and restrictions as set forth herein.

b) Fees. To maintain its License hereunder, CLIENT shall pay to
QCSI all fees and costs as provided in Exhibit A to this
License. Provided that all fees and costs are paid timely, and
CLIENT complies with the terms and conditions of this License,
the initial term of this License shall be for a period of
three (3) years beginning on the first day of the month after
the date of execution of this License. Thereafter, the term of
this License shall automatically be extended for consecutive
additional terms of one (1) year each, unless either party
provides the other with written notice of such party's
intention not to extend the term at least one hundred twenty
(120) days prior to the end of the initial term or any
subsequent term. At such time, the license can be extended for
an additional sixty (60) days or upon mutual agreement of the
parties on a month to month basis while CLIENT converts to
another system.

c) Sole Use. This license authorizes CLIENT to use QMACS(TM) only
for CLIENT's own internal purposes. CLIENT shall not allow any
third party to access, copy or use QMACS(TM) or QMACS(TM)
Documentation, nor shall it use QMACS(TM) to provide
time-sharing or data processing services to a third party
without a separate written agreement with QCSI. CLIENT may
allow University of Utah Health Network (UUHN) and Utah Valley
Physicians Network (UVPN) to provide ability to issue Prior
Authorizations using QMACS(TM) and for View purposes only. Any
other additions to use of QMACS(TM) for delegated partners or
contracted vendors needs prior written approval by QCSI.

d) Ownership/Derivative Works/Safeguard. QMACS(TM) Software,
documentation, training materials, plans, prices,
configurations, specifications, techniques, algorithms,
schemas, screen prints and processes contained herein, or any
modification, extraction, or extrapolations thereof, are the
property and trade secrets of QCSI and are subject to
copyright protections. Any copyright notice does not imply
unrestricted or public access. No duplication, usage,
disclosure, or publication thereof, in whole or in part, for
any purpose is permitted, except that which is expressly
permitted by this license or other written permission of QCSI.
CLIENT shall include in all copies made by it notices of
copyright and other proprietary rights included by QCSI in or
on the QMACS(TM) Software and Documentation provided to
CLIENT. All copies of QMACS(TM) Documentation are provided to
CLIENT only for the duration of this License and only for the
purpose of facilitating the use by CLIENT of QMACS(TM). CLIENT
specifically agrees that any derivative works or modifications
of QMACS(TM) shall be the property of QCSI and CLIENT hereby
assigns all title and ownership interest therein to QCSI.
Derivative works are any modifications of QMACS(TM) Software
or work, which is based on QMACS(TM) Software source or object
code, or which requires QMACS(TM) Software to function. Such
derivative works shall be deemed to be QMACS(TM) for the
purposes of this License. QCSI's representations, warranties
and liabilities shall not extend to derivative works and
modifications. CLIENT agrees to safeguard all code against
non-licensed use, copying, transfer or inspection by any third
party. CLIENT shall require all persons and entities to whom
CLIENT has granted authority to save data or who have access
to any Executable Code to execute and submit to QCSI a
confidentiality agreement.

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e) Breach. In the event of a breach or the threat of a breach of
this License, QCSI, in addition to any other remedies it may
have at law or in equity, shall be entitled to a restraining
order, preliminary injunction, and other appropriate relief so
as to specifically enforce the terms of this License, and any
other agreement entered into in conjunction with this license.
CLIENT agrees that a breach of this License would cause QCSI
irreparable injury. This License may be terminated with ninety
(90) days prior written notice if either Party fails to comply
with the terms, conditions or any covenant under this License
and fails to perform or cure the same within forty-five (45)
days of receipt of written notice.

f) Loss or Damages to QMACS(TM) Software and QMACS(TM)
Documentation. In the event of loss, damage, or destruction of
any of the QMACS(TM) Software or QMACS(TM) Documentation, it
will be replaced by QCSI at the written request of CLIENT.
CLIENT shall pay QCSI's reasonable reproduction and delivery
expenses for such replacement.

g) Obligations Upon Termination. Upon expiration or termination
of the License, all Copies of QMACS(TM) Software and QMACS(TM)
Documentation shall promptly be delivered to QCSI or destroyed
by CLIENT, and CLIENT shall certify the same in writing within
ninety (90) days.

h) Standard Support. CLIENT shall receive standard support, as
defined by QCSI policies and procedures, during the term of
this License.

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CLIENT shall have option to purchase additional or extended
support as mutually agreed by QCSI and Client.

II. MISCELLANEOUS

a) QMACS(TM) Software and Documentation. QCSI will deliver at
least one machine-readable copy (QMACS(TM) Executable Code
form) of each program for each QMACS(TM) module in accordance
with QMACS(TM) Documentation. QCSI agrees to provide one (1)
hardcopy and one (1) electronic copy of QMACS(TM)
Documentation corresponding to each module to CLIENT as such
Documentation is published or updated. At CLIENT's option,
CLIENT may purchase additional hardcopies of Documentation
from QCSI at QCSI's list price in effect from time to time.

b) QMACS(TM) Standard Reports. QCSI will deliver a limited set of
standard reports with the Software. CLIENT acknowledges that
third-party report writing software tools are required to
create new reports or modify QCSI's standard reports. The
license fee, support and training cost for third-party report
writing tools are not included in this License and must be
acquired separately. CLIENT acknowledges that QCSI's standard
reports are templates and examples of reports QCSI has
developed for non-specific use. The CLIENT acknowledges
responsibility for the design, development and production of
its own reports, documents, letters and identification cards
to be used in conjunction with the Software. CLIENT agrees the
delivery of QMACS(TM) Standard Reports meets any report
production requirements of CLIENT. Training on reports
provided by QCSI will be limited to use of Crystal Reports,
Report Administrator and QCSI standard reports as they apply
to QCSI's standard report set.

c) Electronic Data Interface (EDI) Engine. QCSI will deliver a
method to facilitate electronic data import and export to and
from the QMACS(TM) database using the HIPAA mandated X.12 ASC
Format.

d) Reference Data. QCSI agrees to provide the minimal reference
data as required to configure and test QMACS(TM) Software.
QCSI agrees to provide and maintain for CLIENT the reference
data as outlined in EXHIBIT B, Scope of Services. For any
other reference data CLIENT is responsible for the annual
procurement, update and maintenance of all reference data.
QCSI agrees to provide the data table structure and interface
method to facilitate loading, editing and maintenance of
reference data required to operate QMACS(TM).

e) Software Modification Pursuant to Governmental Regulation.
After written notice to QCSI, CLIENT shall be entitled to
receive, without additional charge, such modifications to
QMACS(TM) Software as are required to reflect any mandatory
changes in federal government managed care regulations that
are applicable where CLIENT is utilizing the QMACS(TM)
Software. CLIENT agrees to provide said regulatory requirement
information to QCSI no later than ninety (90) days prior to
its effective date. QCSI shall provide only a single solution
to any given mandatory change, which is required by the
appropriate controlling government agency. Such solution will
satisfy the mandatory change required by appropriate
controlling government agency.

f) Escrow Statement. QCSI shall maintain a copy of the most
recent Source Code for QMACS(TM) Software with Ft. Knox Escrow
Services Inc. or a trustee mutually acceptable to QCSI and
CLIENT. In the event QCSI becomes insolvent, makes an
assignment of assets for the benefit of creditors, has a
trustee or receiver appointed (either voluntary or
involuntarily), is adjudicated bankrupt, or involuntary
bankrupt proceedings are commenced against QCSI or receiver,
or commences any dissolution or liquidation proceedings, then
the trustee shall be directed to deliver the Source Code to
CLIENT. In the event that QCSI does not resolve reproducible,
critical Anomalies as defined in EXHIBIT E within a mutually
agreed upon timeframe, CLIENT may obtain access to QCSI's
Source Code held in escrow by trustee. CLIENT shall provide
written notification to both QCSI and trustee of intention to
access Source Code. QCSI shall notify CLIENT who the appointed
trustee is, and give notice prior to any of the actions
mentioned herein. CLIENT shall reimburse QCSI for any costs of
Source Code escrow, escrow maintenance or Source Code access.

III. LIMITED WARRANTY, PATENT, AND COPYRIGHT INFRINGEMENT

a) Limited Warranty. QCSI warrants that it shall remedy any
Anomaly within QCSI's support policy response time after
notification is received from CLIENT. Upon receipt of CLIENT's
notice that the Software is not functioning according to the
QMACS(TM) Documentation, QCSI will, without additional cost to
CLIENT, provide the technical and/or programming resources,
including personnel with the requisite expertise, necessary to
address and correct the problem provided that QCSI can
replicate the reported problem using CLIENT supplied data in a
standard computing environment. This warranty is conditional
upon CLIENT's computing environment being consistent with
QCSI's recommended hardware and software specifications and in
good working order and further provided that the Software has
been properly used and has not been modified and/or serviced
by an entity other than QCSI. QCSI does not warrant that the
QMACS(TM) Software will meet CLIENT's requirements or will
operate in the combinations which may be selected for use by
CLIENT, or that the operation of the QMACS(TM) Software will
be uninterrupted or error free. This warranty does not extend
to QMACS(TM) Software modified by CLIENT or for Anomalies due
to CLIENT misuse or third-party products. QCSI's warranty
covers only service to correct Anomalies reported during the
term of this License.

b) NO OTHER WARRANTIES. THE FOREGOING IS IN LIEU OF ALL OTHER
WARRANTIES EXPRESSED OR IMPLIED. QCSI HEREBY DISCLAIMS ALL
WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LICENSE INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.

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CLIENT HEREBY DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR
REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS LICENSE.

c) NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL QCSI
BE LIABLE FOR ANY DAMAGES CAUSED BY CLIENT'S FAILURE TO
PERFORM CLIENT'S RESPONSIBILITIES, OR FOR ANY LOST PROFITS,
LOST SAVINGS, LOSS OF DATA, LOSS OF USE OF THE QMACS(TM),
COSTS OF RECREATING LOST DATA, OR ANY OTHER INDIRECT, SPECIAL
OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF QCSI HAD BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST
CLIENT BY ANY OTHER PARTY.

d) LIMITATIONS ON LIABILITY AND REMEDIES. QCSI's AGGREGATE
LIABILITY FOR DAMAGES TO CLIENT FROM ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF ACTION, INCLUDING CONTRACT, TORT,
COMPUTER MALPRACTICE, PRODUCTS LIABILITY, STRICT LIABILITY, OR
OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF THE IMPLEMENTATION
FEES PAID TO QCSI.

e) Time Limitations. No action, regardless of form, arising out
of this license may be brought by CLIENT later than two (2)
years after the cause of action has arisen.

f) Indemnification. QCSI promises to indemnify CLIENT, at QCSI's
expense, against any claim that QMACS(TM) Software infringes
on a valid patent, copyright, or trade secret in the United
States. QCSI will also pay all costs, damages, and attorney's
fees that a court finally awards as a result of such claim, to
the limit of QCSI's liability as determined by the court.
QCSI's duties under this section are conditioned upon the
following:

1) CLIENT shall give QCSI prompt written notice of
any actual or threatened claim.

2) QCSI shall have control of the defense of any
claim and of all negotiations for the settlement or
compromise of such claim.

3) CLIENT shall cooperate with QCSI in the defense or
settlement of any claim at QCSI's expense.

4) The claim does not arise out of CLIENT's
modification of QMACS(TM) Software or the use of
QMACS(TM) Software in combination with anything not
approved by QCSI.

If a patent, trade secret or copyright infringement occurs, or
in QCSI's judgment is likely to occur, QCSI, at its option
and expense, may either procure the right for CLIENT to
continue using the QMACS(TM) Software, or replace or modify it
to be functionally equivalent, to the satisfaction of CLIENT,
so that it becomes non-infringing. If neither of the foregoing
alternatives is reasonably available in QCSI's judgment,
CLIENT shall return all copies of QMACS(TM) Software and
Documentation in question to QCSI upon QCSI's written request.
QCSI shall refund the pro-rata cost of the implementation fee
paid to QCSI of the specific module based on a three-year
useful life.

III. GENERAL PROVISIONS

a) Applicable Law and Arbitration. This License shall be
construed and interpreted in accordance with the laws of the
State of Arizona and the venue for any dispute whatsoever
shall be in the Superior Court of Maricopa County, Arizona. In
the event that the Parties are unable to resolve within a
reasonable time any controversy, dispute or claim arising out
of or in connection with this License, or its interpretation,
performance or termination, binding arbitration shall be
conducted in accordance with the rules of the Arizona
Arbitration Act, A.R.S. Sections 12-1501 et seq., and the
Commercial Arbitration Rules of the American Arbitration
Association ("AAA"). In the event of arbitration or
litigation, the prevailing Party shall be entitled to recover
costs and expenses including reasonable attorney's fees.

b) Assignment. CLIENT has neither the power nor the right to
delegate any duty under this License, to grant any sub-license
under the License, or to assign or transfer the license, or
any right under any agreement executed in connection with this
license without prior written approval of QCSI, which shall
not be reasonably withheld. Any attempt by CLIENT to assign
any right or duty under this license shall be void as a matter
of law.

c) Export Act. CLIENT hereby warrants and certifies that no part
of the QMACS(TM) Software, modifications thereof,
documentation thereto, applicable manual(s) or any related
item or product will be made available or exported to any
country in contravention of any law of the United States,
including the Export Administration Act of 1979 and
regulations relating thereto.

d) Modification of the Agreement/Entire Agreement. This License
supersedes all oral or written agreements, if any, between the
Parties and constitutes the entire agreement between the
parties with respect to the matters contained herein. Any
modification, amendment, cancellation, or waiver of rights
under this License shall be effective only if in writing
signed by an Officer of the Party against whom enforcement of
the same is sought. No waiver of any breach of this License
shall be construed as a waiver of any other rights under this
License. No delay in acting with regard to any breach shall be
construed as a waiver of the breach.

e) Reservation of Rights. All rights of QCSI not expressly
granted to CLIENT in writing are reserved.

f) Severability. In the event that any provision of this License
shall become or be unenforceable, invalid, void or voidable,
the same shall be limited, construed or, if necessary, limited
to the extent necessary to remove such defect and the
remaining provisions shall continue to bind the Parties as
though the unenforceable, invalid, void or voidable part are
not a part of the License.

g) Force Majeure. Either party shall be excused for failures and
delays in performance of their

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5
respective obligations under this License caused by war, riots
or insurrections, laws and regulations, strikes, floods,
fires, explosions, or other catastrophes beyond the control
and without the fault of such party. This provision, shall
not, however, release such Party from using its best efforts
to avoid or remove such cause, and such party shall continue
performance hereunder with the utmost dispatch whenever such
causes are removed. Upon claiming any such excuse or delay for
nonperformance, such Party shall give prompt notice thereof to
the other Party.

h) Recruitment of Personnel. During the initial and any
subsequent term of this License and for a period of one (1)
year thereafter, neither QCSI nor CLIENT will hire, employ or
contract with directly or indirectly any key employee(s) of
the other for a period of one hundred twenty (120) days
following termination of such employee's employment, without
the prior written consent of the other.

i) All Exhibits attached to this License Agreement are
incorporated into and made part of this License Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this License which is
effective as first day of the month following execution:

QCSI: QUALITY CARE SOLUTIONS, INC.
By: /s/ Gregory S. Anderson
--------------------------
Name: Gregory S. Anderson
Title: Chief Executive Officer
Date: 2/16/99

CLIENT: CLIENT
By: /s/ Larry D. Hancock
--------------------------
Name: Larry D. Hancock
Title: President
Date: 2/23/99

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EXHIBIT A

FEES, RATES AND PAYMENT SCHEDULE
DATA CENTER

DATA CENTER/SERVICE CENTER SERVICES:

In addition to a QMACS(TM) Software license, CLIENT has elected to purchase the
following services from QCSI according to the scope of services as defined
herein:

Exhibit B Scope of Services

CONVERSION OPTION

CLIENT may elect to convert from Data Center Core Solution to Full license
QMACS(TM) agreement prior to the expiration of the 36 month agreement. In the
event CLIENT decides to convert the agreement, CLIENT agrees to pay QCSI a
conversion fee of Fifty thousand dollars ($50,000) which will cover five
hundred (500) hours of service. Any excess hours utilized will be billed at the
hourly rate of $140.00/hour. All hardware lease fees will be transferred to
CLIENT at such time and will be a continuation of the lease in place.

SOFTWARE LICENSE FEE SCHEDULE:

In consideration for the license and services granted hereunder, CLIENT hereby
agrees to pay QCSI according to the following Software License Fee Schedule.
CLIENT hereby agrees to permit QCSI electronic access to CLIENT's enrollment
database monthly for the purpose of determining the count of active members
enrolled on the first day of the respective month for Software License Fee
billing purposes. The SQL access to the member data file will be completed
within the first 5 working days of the month. The actual enrollment will vary
until adjustments are no longer made to the data base for the specific billing
date. In the event QCSI is unable to determine the proper enrollment on the
first of each month, CLIENT agrees to accept QCSI's estimation of the
enrollment. Each monthly Software License Fee subject to PMPM rate will be
reconciled within one hundred and eighty (180) days to a corrected amount. The
Software License Fee is payable beginning with the earliest of the October 1,
1999 or the first of the month of Live Operation as defined below.

MINIMUM MONTHLY FEE: [Confidential treatment has been requested]

The Minimum Monthly Fee for the term of the License Agreement of
[****] shall be equal to the PMPM Software License Fee at [****]
members of $[****].

PMPM SOFTWARE LICENSE FEE:

The PMPM Software License Fee shall be $[****] Per Member Per Month
("PMPM") over [****] members per month.

LIVE OPERATION [Confidential treatment has been requested]

Live Operation means the date the CLIENT begins using the System to enroll or
manage membership, administer providers, record or issue authorizations and pay
claims in a parallel pre-production or production environment. In the event
CLIENT begins claims processing for University of Utah employees and/or the
Public Health employees prior to the date of Live Operation, QCSI will allow
CLIENT to limit payment of PMPM fees to membership levels for these two groups
only, up to [****] members, rather than payment of PMPM fee for the minimum
membership of [****] members. ...

EARLY PAYMENT DISCOUNT

CLIENT shall be entitled to a two percent (2.00%) discount of the total monthly
software license fee if payments are made to QCSI in advance on a quarterly
basis. Payments must be received by QCSI no later than the first (1st) day of
the beginning of the calendar quarter for the discount to apply that same
calendar quarter.

LATE PAYMENT AND INTEREST

If Software License Fees are not paid within 30 days of invoice date, CLIENT
agrees to pay a late payment penalty of five percent (5.00%) of the Software
License Fee due in addition to the Software License Fee. CLIENT agrees any
payment under this Exhibit A which is more than thirty (30) days late will
accrue interest at the rate of twelve percent (12.00%) per annum (or the highest
rate of interest allowed by applicable law if lower) until paid in full. QCSI
shall have the right to suspend all its obligations under this License in the
event that any payment is more than forty-five (45) days late. QCSI agrees to
notify CLIENT in writing at least 15 days prior to suspending its obligations
for late or non-payment.

In the event that CLIENT determines in its reasonable judgment that a billing
error has occurred, CLIENT must notify QCSI in writing within thirty (30) days
of receipt of such erroneous items. CLIENT agrees to pay all undisputed items on
an invoice, which may have disputed items contained thereon. QCSI agrees that no
late payment penalty shall be applicable for contested invoice items until
thirty (30) days following QCSI's response to CLIENT's notice of billing error.

TRAVEL AND EXPENSE GUIDELINES

CLIENT agrees to reimburse or pay QCSI for reasonable travel, lodging, and per
diem expenses for meals, which are incurred by QCSI at the CLIENT's office
within 15 days of receipt of invoice for reimbursement of expenses. CLIENT
agrees to pay travel time at a reduced rate of fifty (50%) percent of the hourly
cost to a maximum of four (4) hours of travel time per day. Such guidelines
shall apply to all services provided by QCSI including installation of QMACS(TM)
Software, Implementation Services, Training, and Support Services.

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SUPPORT [Confidential treatment has been requested]

CLIENT shall accrue [****] service units per month to be used for support
according to QCSI policies and procedures. For every thousand dollars in
software license fees paid above 100,000 members, CLIENT shall receive
additional service units at the rate of [****] per [****] of software license
fees paid.

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EXHIBIT B

SCOPE OF SERVICES

QCSI SHALL PROVIDE THE FOLLOWING SERVICES:

- INSTALL AND MAINTAIN T1 LINES

- PERFORM HARDWARE AUDIT - VALIDATE WORKSTATIONS/USERS ON
CUSTOMER SITE

- IDENTIFY AND INSTALL STANDARD EDI INTERFACES USING HIPAA
MANDATED X.12 ASC FORMAT

- IDENTIFY AND CREATE CUSTOMER DEFINED CHECK.DLL

- IDENTIFY AND INSTALL STANDARD QMACS REPORTS

- INSTALL, MAINTAIN AND LICENSE SERVER HARDWARE

- INSTALL, MAINTAIN AND LICENSE QMACS SOFTWARE

- INSTALL AND MAINTAIN ROUTERS

- INSTALL, MAINTAIN AND LICENSE CURRENT CPT-4, HCPCS, ICD-9,
REVENUE, RBRVS, GLOBAL DAYS, DRGS

- QCSI DataCenter will purchase actual codes and
licensing fees at a minimum of annually

- QCSI DataCenter will maintain files that are
considered the standards by the industry

- QCSI DataCenter will maintain State specific HCPCS:
custom DRG tables: custom coding

- PERFORM DAILY SYSTEM OPERATIONS - BACKUPS

- INSTALL AND MAINTAIN DATABASE

- IMPLEMENT MUTUALLY AGREED UPON DISASTER RECOVERY PLAN

- IMPLEMENT AND MAINTAIN USER SECURITY ACCOUNTS

- Map Client users to pre-defined roles in QMACS system

- Maintain current user profile files

- PERFORM TRAINING FOR CLIENT AS OUTLINED IN IMPACT DOCUMENT

- CREATE, IMPLEMENT AND MAINTAIN CARRIER, PROGRAM, POLICY
APPLICATIONS

- Responsible for defining Client corporate structure
(carrier) within QMACS

- Define applicable products to each line of business
within QMACS

- Define lines of business offered by Client's
corporate structure within QMACS

- CREATE, IMPLEMENT AND MAINTAIN CONTRACTS

- Define provider reimbursement w/in QMACS based on
written documentation from Client

- Ambiguous areas (not well defined terms) must be
approved by Client in writing

- Client to approve all contract set up within QMACS
completed by DataCenter

- CREATE, IMPLEMENT AND MAINTAIN BENEFITS

- Define Evidence of Coverage, State Statutes and/or
Federal Regulations within QMACS

- System based on written documentation obtained from
Client

- Ambiguous areas (not well defined terms) must be
approved by Client in writing

- Client to approve all benefit set up within QMACS
completed by DataCenter

- CREATE, IMPLEMENT AND MAINTAIN CLAIM EDIT RULES

- Define Edit Rule set up based on Client's business;
policies; procedures; State/Local or

- Federal regulations and/or guidelines

- Maintain Edit Rules in order to achieve an agreed
upon percentage rate of first pass adjudication

- Through QMACS(TM) adjudication application

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- CREATE, IMPLEMENT AND MAINTAIN UCR AND CUSTOMER FEE SCHEDULES

- QCSI DataCenter will load UCR and custom fee
schedules based on written documentation from Client

- QCSI DataCenter will load capitation tables based on
written documentation from Client

QCSI SHALL PERFORM THE FOLLOWING SERVICES:

- Provide necessary hardware, software and
communications equipment located at CLIENT facilities
to maintain an emergency "hot site" as defined by
QCSI.

- Provide hardware maintenance and equipment upgrades
to all servers and scanners (when scanners available)
as required.

- As soon as available from QCSI and generally
available for implementation and use by CLIENT,
provide all required hardware and software for
scanning and storage sufficient to accommodate CLIENT
claim volume. Until such time as scanning hardware
and software is available and in operation by CLIENT,
the PMPM fee will be reduced by $ .09 PMPM. The $ .09
PMPM fee will be assessed when scanning functionality
is utilized by CLIENT.

- Provide an allowance of up to $25,000 for license,
implementation, integration, conversion and support
fees for a CLIENT selected accounting package.

- QCSI has provided an estimate of communication costs
and incorporated these costs into the PMPM fee. If at
a future date, significant cost savings are realized
due to CLIENT's ability to contract for such services
locally and/or newer technology is utilized which
provides significant cost savings, such savings will
be passed on to CLIENT. CLIENT will be required to
use the communication lines as outlined in this
Agreement until QCSI's contract for such lines
expires and the lines can be converted.

- QCSI will facilitate the ability of CLIENT to
retrieve IVR information from the QMACS(TM) database.

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EXHIBIT C

IMPLEMENTATION SERVICES PROGRAM
DATA CENTER

ASSESSMENT AND IMPLEMENTATION FEE [Confidential treatment has been requested]

CLIENT agrees to pay QCSI [****] for assessment, implementation, QCSI purchase
of hardware and communications link, set-up and training.

The Assessment and Implementation fee is payable as follows:

[****] Execution of Software License
[****] Remaining four (4) payments due on the first (1st) day of each month following execution of the
Software License.

IMPLEMENTATION SERVICES

Upon execution of this Agreement, the Implementation Fund will be credited with
4000 Service Units. All Implementation Services rendered by QCSI on behalf of
CLIENT are charged to the Implementation Fund. Implementation Services means all
services rendered by QCSI on behalf of CLIENT during each Implementation plan
phase and as governed by IMPACT.

The Implementation Fund is reconciled upon completion of Implementation. CLIENT
will be provided with a monthly accounting of implementation hours utilized. If
the Implementation Fund has a Deficit, CLIENT must pay such Deficit within
thirty (30) days from date of notice by QCSI. Such Service Units will be charged
QCSI's prevailing rates and according to QCSI policies and procedures.

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EXHIBIT D
HARDWARE, SYSTEM SOFTWARE & SUPPORT EQUIPMENT
LEASE AGREEMENT TERMS AND CONDITIONS

HARDWARE, SYSTEM SOFTWARE & SUPPORT EQUIPMENT:
In addition to a QMACS(TM) Software License, CLIENT has elected to lease
equipment, system software, and support equipment from QCSI as defined herein.
For the purpose of this Exhibit D, QCSI shall be known as "Lessor" and CLIENT
shall be known as "Lessee".

RATES:
MINIMUM MONTHLY FEE AND PMPM FEE:
The Minimum Monthly Lease Fee shall be inclusive within the PMPM Software
License Fee in Exhibit A to this license.

LEASE:
Lessor leases to Lessee, and Lessee hires and takes from Lessor, subject to
terms and conditions set forth in this Lease, the Units described in the
Schedules executed hereunder.

TITLE:
All equipment shall remain personal property, and the title thereto shall
remain exclusively in Lessor.

FILING:
Lessee shall execute or cause to be executed such supplemental instruments,
financing statements and landlord's waivers as Lessor deems necessary or
advisable and shall cooperate to defend the title of Lessor in the equipment by
filing or otherwise.

TAXES:
Lessee shall pay in a timely fashion, and shall indemnify and Lessor harmless
against all federal, state and local taxes, assessments, license and
registration fees.

ASSIGNMENTS AND SUBLEASES:
WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE,
GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER ANY UNIT
OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS, AND OBLIGATIONS UNDER THIS LEASE.

LOCATION:
Lessee shall keep the Equipment at its place of business as specified in this
agreement. Lessee shall not permit any Equipment to be moved to a new location
without prior written consent of Lessor.

RIGHTS OF INSPECTION:
Lessor and its agents shall have the right, at any time during normal business
hours, to inspect the Equipment.

MAINTENANCE:
Lessee shall not make any alterations, additions or improvements to the
Equipment, which detract from its economic value or functional ability.

FINANCIAL STATEMENTS; OTHER INFORMATION:
Lessee shall provide to the Lessor financial statements prepared in accordance
with generally accepted accounting principles as a practicable after the end of
the fiscal year.

INSURANCE:
Lessee shall agree to keep all equipment at their location fully insured
against loss until the Agreement is paid in fill and to have the Lessor named
as loss payee.

DEFAULT AND REMEDIES:
If Lessee does not pay when due or if there is a breach or failure to perform
any of the covenants and promises under the Agreement or any other agreement
entered into by the Lessee and held or serviced by the Lessor or if you declare
bankruptcy or insolvency or if you dissolve or terminate your entity existence
you will be in default. Upon the occurrence and during the continuance of any
event of default the Lessor shall take possession of any or all Units of
Equipment with or without any court order or other process of law.

Quality Care Solutions, Inc. Page 1

12
EXHIBIT E

DEFINITIONS

The following definitions are applied during to the QMACS(TM) Software License
including but not limited to Implementation Services and Support Services:

ANOMALY or ANOMALIES means a function of QMACS(TM) Software is not working
according to QMACS(TM) Documentation.

CERTIFIED IMPLEMENTATION PARTNER or CIP means a third-party organization with
which QCSI has a business relationship and employs consultants who have been
trained, certified and authorized by QCSI to provide specific Training and
Implementation Services to QCSI clients.

CLIENT EXECUTABLE(S) means a program that resides and operates on the Client (as
in Client-Server) machine.

DATA SERVER means a computer whose hardware and software configuration have been
approved by QCSI as appropriate to execute the Data Server portions of the
QMACS(TM) Software, used to hold large amounts of electronic data plus provide
database management and access services to Client (as in Client-Server)
computers on a computer network.

QMACS(TM) DOCUMENTATION or DOCUMENTATION is instructional material designed to
educate the user with the configuration, set-up and operation of QMACS(TM)
Software modules.

ENHANCEMENT(S) mean revised Software, which QCSI may, from time to time, release
to QCSI clients, which is an update of existing QMACS(TM) Software, a new
version of QMACS(TM) Software, which may improve existing functionality, ease of
use, or productivity of the Software, including generally available
enhancements. Enhancements do not include New Software, customized versions, or
beta versions of Enhancements, which are not yet generally released to all users
of QMACS(TM) Software.

EXECUTABLE CODE means an executable program, which is part of the Software and
actually performs the functions in conjunction with the Client or the Data
Server as compared to the Source Code which is the code from which the
Executable Code is compiled.

IMPLEMENTATION means the process and activities for configuration of QMACS(TM)
Software based upon business rule definitions and set-up, input and population
of the QMACS(TM) database by electronic or manual processes, workflow or
business process adaptation including configuration and application of QMACS(TM)
for specific business needs.

INSTALLATION means the initial set-up of the Microsoft Windows(R) NT operating
system software, core relational database Microsoft SQL Server(R) software,
QMACS(TM) database tables and initial QMACS(TM) Software.

MODULE means one or more Client Executables designed to accomplish a specified
business function as listed in QMACS(TM) Documentation.

NEW SOFTWARE means new Executable Code, including beta versions of New Software,
which would allow the CLIENT to perform significantly new functions, or a family
of functions not listed in an Exhibit herein.

QMACS(TM), QMACS(TM) SOFTWARE or SOFTWARE means the current released computer
software developed and owned by QCSI including but not limited to all
executables, Modules, display screens, Source Code, and any schema, stored
procedures, triggers or wizards.

SOURCE CODE means that code from which the QMACS(TM) executables are compiled.

SUPPORT SERVICES means the variety of services offered by QCSI including
consulting, resolution of questions and issues, training, software validation,
business process improvement, database administration, systems and network
consulting detailed in QCSI policies and procedures.

TRAINING means a series of classes and/or educational materials produced by QCSI
and made available by QCSI or a CIP to teach the

(C)Quality Care Solutions, Inc. Page 1

13
steps necessary to define, set-up, configure and maintain the QMACS(TM) Software
according to QMACS(TM) Documentation.

(C)Quality Care Solutions, Inc. Page 2
14
AMENDMENT NUMBER 1

To the agreement between Quality Care Solutions, Inc., and Altius Health Plans,
Inc.

Quality Care Solutions, Inc. (QCSI) and Altius Health Plans, Inc. (Client) do
hereby form the following amendment as modification to the original agreement
between the parties dated February 16, 1999.

QCSI and Client agree that the work performed by QCSI submitted as QCSI invoice
number 1891.1 represents system set up tasks ordinarily performed prior to a
client's go-live on the information system. Since Client's actual go-live date
was so aggressive as to prevent completion of invoiced services prior to
Client's go-live date, these services were completed and implemented post
go-live. However, QCSI does hereby represent, and Client agrees that the service
units billed on this invoice reflect work done on a developmental basis which
are core functions to be performed by the system on an ongoing basis. QCSI's
system functionality modifications supported by this service unit billing do and
will remain in place in Client's system throughout the term of the original
agreement amended hereby.

CLIENT:

Altius Health Plans, Inc.

By:
----------------------------
Name: Larry Hancock

Title: President

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

QCSI:

Quality Care Solutions, Inc.

By:
----------------------------

Name:
----------------------------

Title:
----------------------------

Date:
----------------------------
15
QUALITY CARE SOLUTIONS, INC.

RETRO TERMINATION OF MEMBERS

The Retro Termination of Members is supported by QMACS and aQDEN through three
(3) Retro Termination Options. Each of the retro termination options requires
the manual reversal of finalized claims where recoupment of payments to
providers is desired. The reconciliation process in capitation and premium
billing from the enrollment termination date is handled correctly in each
option.

OPTION ONE

NOT able to retro terminate a member's eligibility prior to the end date of
any claim or authorization (regardless of status) attached to that member.
If claims or auths exist for the member prior to the date of the
termination, place a restriction on the member for the termination date and
manually process (reverse, etc.) claims and authorizations. Use of a
restriction will activate reconciliation of premium billing and capitation
for the restriction period. Claims subsequently received with a date of
service during the restriction period will deny if edit 217, Member has an
active restriction on enrollment, is set to fire.

This option must be requested by the client.

OPTION TWO

NOT able to retro terminate a member's eligibility prior to the end date of
a finalized claim or authorization. If an unfinalized claim with an end
date prior to the retro termination date is attached to the member, the
claim will automatically be reopened for adjudication. During adjudication
it will be denied.

If an unused authorization with an end date prior to the retro termination
date is attached to the member, the authorization will not be closed. A
message will be displayed to the user informing them that the member has
open authorizations that exist after the eligibly segment's effective date
range. The user can then abort the retro term wizard; change the end date
on the attached authorization to reflect the member's termination; and,
restart retro termination.

If the desired retro termination is for a date prior to the end date of a
finalized claim or authorization, a restriction must be placed on the
member for the retro termination date. Use of a restriction will activate
reconciliation of premium billing and capitation for the restriction
period. Claims subsequently received with a date of service during the
restriction period will deny if edit 217, Member has an active restriction
on enrollment, is set to fire.

If there are no finalized claims the PCP/PDP assignment will be terminated
using the date entered for the retro termination of the enrollment. Recon
for capitation paid out for dates after the retro termination date will be
accurate.

Retro Termination Option Three Agreement Page 1
16
While this option may require two activities to complete the retro
termination (one for the earliest date where there are no finalized claims
or authorizations; and a second to restrict the member for an earlier date
where finalized claims and authorizations may exist), it is the recommended
approach to handle retro terminations. This option is the standard approach
delivered with the software.

OPTION THREE

ABLE to retro terminate a member's eligibility prior to the end date of any
claim or authorization (regardless of status).

If an unfinalized claim with an end date prior to the retro termination
date is attached to the member, the claim will automatically be reopened
for adjudication. During adjudication it will be denied.

If an unused authorization with an end date prior to the retro termination
date is attached to the member, the authorization will not be closed. A
message will be displayed to the user informing them that the member has
open authorizations that exist after the eligibly segment's effective date
range. The user can then abort the retro term wizard; revise the
authorization to reflect the member's termination; and, restart retro
termination.

If the retro termination is for a date prior to the end date of a finalized
claim or authorization, the retro termination will be allowed. No notice is
provided to the user and these claims may later appear to have been paid
outside a valid enrollment segment. If the paid claims are not reversed and
recouped, financial and statistical reporting may be incorrect. Currently
referenced data for reporting may no longer be accurate and reports and
finance manager queries may need to be modified.

If there are no finalized claims the PCP/PDP assignment will be terminated
using the date entered for the retro termination of the enrollment.
However, if a PCP/PDP assignment exists with an effective date AFTER the
retro termination date, the old PCP assignment (previously terminated) will
be left unchanged. The current PCP assignment will be terminated on the
current date. The current date will be stamped in the retro termination
date column in the enrollment table. Recon for capitation paid out (both
PCP CAP and Global CAP) for dates after the retro termination date will be
accurate.

Option three is configured for clients only at their specific request and
only after the client has read and agreed to the provisions of this
document.

By signing this document the client understands that they are requesting
configuration of their QCSI software for Option Three Retro Termination and that
inclusion of this option in their software will potentially create the
appearance of data inconsistencies that cannot be determined at this time. No
support for any perceived defects caused by the use of this option will be
provided by QCSI. This software option is provided on an "as is" basis "with all
faults." By using this software option, you assume the entire risk as to its
quality and performance. Specifically, QCSI makes no representation or warranty
that such software option is "error-free" or meets any user's particular
standards, requirements, or needs. Should you request that Option 3 be re-set to
either Option 2 or Option 1, such request must be in writing and will be honored

Retro Termination Option Three Agreement Page 2
17
without charge. However you understand that this disclaimer will still apply to
any claims or data records affected by the Retro Term Option 3 prior to the
re-set.

Furthermore, you understand that use of this option may cause claims within the
database to appear to be erroneously paid outside a valid enrollment segment.
If financial and statistical reports are not modified to reference the correct
data fields, results from the reports may be incorrect. Numerous other data
relationships may appear to be affected and may result in perceived defects in
payment, reporting, etc. Finance Manager results may be indeterminate and must
be verified or may not work at all. Support for perceived errors in the
operation of the software as a result of use of this option may be unavailable
or undeliverable.

WITH REGARDS TO THE RETRO TERMINATION OPTION THREE, QCSI SPECIFICALLY DISCLAIMS
ANY CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED CONDITION OR WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY - In no event will QCSI be liable for any direct or
indirect damages, including loss of profits, lost data, interruption of
business, or other special, indirect, incidental, or consequential damages of
any kind arising out of the use, reliance on or inability to use this software
option. Should it prove defective, you and not QCSI shall assume the entire
cost of all necessary servicing and repair. Such defects are not considered
"anomalies" per usual QCSI policies and procedures.

I have reviewed the disclaimer concerning Retro Termination of Members. I
request QCSI to provide Retro Termination Option Three for use by my
organization.

Lance Davis /s/ Lance Davis
- ----------------------------- ------------------------------
Print Name Signature

Altius Health Plans, Inc. 10/29/99
- ----------------------------- ------------------------------
Organization Date

Retro Termination Option Three Agreement Page 3