NON-COMPETITION, CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT

     This Agreement is entered into as of August 31, 1998 between Acadia 
National Health Systems, Inc., a State of Colorado corporation (the 
"Company"), located in the City of Lewiston, State of Maine, and Frank J. and 
Martha T. DeJohn, individuals employed at Northeast Medical Business Group, 
Inc. at 17 Wilder Street, City of Keene, State of New Hampshire (hereinafter 
collectively referred to as the "Stockholder"). 

     A. The Stockholder is a shareholder of Northeast Medical Business Group, 
Inc. (the "Seller").
 
     B. The Seller and the Company have entered into the business/asset 
purchase agreement dated August 31, 1998 (the "Purchase Agreement"), pursuant 
to which Seller is on this date selling and transferring to the Company the 
assets of its business, which is engaged in the medical billing/physician 
practice management services industry (the "Business").
 
     C. It is a condition to the obligation of the Company to consummate the 
transactions contemplated by the Purchase Agreement that the Stockholder 
execute this Agreement. 

     D. The Stockholder will derive substantial economic benefit from the sale 
of the Business to the Company pursuant to the Purchase Agreement. 

     E. The Stockholder acknowledges that the Company is acquiring the 
Business because of synergies with the Company's existing business and the 
opportunities to expand the Business, and that the Company would not effect 
the closing of the transactions contemplated by the Purchase Agreement unless 
the Stockholder agrees to the terms of this Agreement and executes and 
delivers this Agreement to the Company at such closing. 

NOW, THEREFORE, in consideration of the promises and for other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties agree as follows:
 

     1. Definitions. 

     The following terms, as used in this agreement, shall have the following 
meanings: 

     1.1 "Confidential Information" means any information which is proprietary 
or unique to the Business, including but not limited to trade secret 
information, matters of a technical nature such as processes, devices, 
techniques, data and formulas, research subjects and results, marketing 
methods, plans and strategies, operations, products, revenues, expenses, 
profits, sales, key personnel, customers, suppliers, pricing policies, any 
information concerning the marketing and other business affairs and methods of 
the Business which is not readily available to the public. 

     1.2 "Restricted Business" means any business activity relating to the 
medical billing/physician practice management services industry within five 
hundred (500) miles of any headquarters, regional office, domiciled subsidiary 
or domiciled affiliate of Acadia. 

     1.3 "Person" means an individual, a partnership, a corporation, an 
association, a joint stock company, a trust, a joint venture, an 
unincorporated organization, or a governmental entity (or any department, 
agency, or political subdivision thereof). 


     2. Confidential Information. 

     The Stockholder acknowledges that in connection with the Stockholder's 
ownership and/or employment in the Business, the Stockholder has obtained 
Confidential Information, and the Stockholder agrees that the Stockholder will 
not disclose to any Person or entity any Confidential Information, except with 
the Company's express prior written consent. The confidentiality obligations 
imposed by this paragraph 2 shall cease to apply to any item of Confidential 
Information after the earliest of the date on which the Stockholder provides 
the Company with written evidence clearly establishing that such item of 
Confidential Information: (i) was publicly available prior to the 
Stockholder's receipt of such item of Confidential Information from the 
Company, or (ii) has become generally known to the public in the United States 
through no fault of the Stockholder. 


     3. Noncompetition, Nonsolicitation and Nondisparagement. 

     The Stockholder acknowledges and agrees with the Company that during the 
course of the Stockholder's ownership and/or employment with the Business, the 
Stockholder has had the opportunity to develop relationships with existing 
employees, customers and other business associates of the Business, which 
relationships constitute goodwill of the Business being acquired by the 
Company, and the Stockholder acknowledges and agrees that the Company would be 
irreparably damaged if the Stockholder were to take actions that would damage 
or misappropriate such goodwill. The Stockholder accordingly covenants and 
agrees as follows:  

     3.1 The Stockholder acknowledges that the Business is currently conducted 
throughout the World and that the Company has plans to expand the Business to 
take advantage of synergies between the Business and the Company's medical 
billing/physician practice management services business and of other 
opportunities to expand the Business. Accordingly, in consideration of the 
Company closing the transactions contemplated by the Purchase Agreement, from 
the date hereof until the fifth anniversary of the date hereof (the 
"Restricted Period"), the Stockholder shall not, directly or indirectly, enter 
into, engage in, assist, give or lend funds to or otherwise finance, be 
employed by or consult with, have an ownership or equity interest in, or have 
a financial or other interest in, any business which engages in any aspect of 
the Restricted Business, whether for or by himself or as an independent 
contractor, agent, stockholder, partner or joint venturer for any other 
Person, provided that the aggregate ownership by the Stockholder of no more 
than two percent of the outstanding equity securities of any Person, which 
securities are traded on a national or foreign securities exchange, quoted on 
the Nasdaq Stock Market or other automated quotation system shall not be 
deemed to be giving or lending funds to, otherwise financing or having a 
financial interest in a competitor. In the event that any Person in which the 
Stockholder has any financial or other interest directly or indirectly enters 
into the Restricted Business during the Restricted Period, the Stockholder 
shall divest all of his interest (other than any amount permitted under this 
paragraph) in such Person within 30 days after such Person enters into any 
aspect of the Restricted Business.   Notwithstanding any of the terms and 
conditions of this paragraph, or this Agreement as read in its entirety, the 
Stockholder will not be prevented from serving as an officer, director, 
control person or beneficial owner of Northeast Medical Business Group, Inc., 
nor will the Stockholder be precluded from owning up to one hundred percent 
(100%) of the preferred and/or common equity of said entity.

     3.2 The Stockholder covenants and agrees that, during the Restricted 
Period, the Stockholder will not, directly or indirectly, either for himself 
or for any other Person (i) solicit any employee of the Company to terminate 
his or her employment with the Company or employ any such individual during 
his or her employment with the Company and for a period of six months after 
such individual terminates employment with the Company, (ii) solicit any 
supplier to the Company to purchase or distribute information, products or 
services of or on behalf of the Stockholder or such other Person that are 
competitive with the information, products or services provided by the 
Company, or (iii) take any action, including without limitation the making of 
disparaging statements concerning the Company or its officers, directors or 
employees, that is reasonably likely to cause injury to the relationships 
between the Company or any of its employees and any lessor, lessee, vendor, 
supplier, customer, distributor, employee, consultant or other business 
associate of the Company, as such relationship relates to the Company's 
conduct of the Restricted Business. 

     3.3 The Stockholder understands that the foregoing restrictions may limit 
the Stockholder's ability to earn a livelihood in a business similar to the 
Restricted Business, but the Stockholder nevertheless believes that the 
Stockholder has received and will receive sufficient consideration and other 
benefits as a result of the closing of the transactions contemplated by the 
Purchase Agreement to clearly justify such restrictions which, in any event 
(given the Stockholder's education, skills and ability), the Stockholder does 
not believe would prevent him from otherwise earning a living. 


     4. Remedies. 

     In the event of the violation or threatened violation by the Stockholder 
of any of the covenants contained in this Agreement, in addition to any other 
remedy available in law or in equity, the Company shall have (i) the right and 
remedy of specific enforcement, including injunctive relief, it being 
acknowledge and agreed that any such violation or threatened violation will 
cause irreparable injury to the Company and that monetary damages will not 
provide an adequate remedy, and (ii) the right to any and all damages 
available as a matter of law, and costs and expenses incurred by the Company 
in pursuing its rights under this Agreement, including reasonable attorneys' 
fees and other litigation expenses. 


     5. Severability. 

     Should any covenant, term or condition contained in this Agreement become 
or be declared invalid or unenforceable by a court of competent jurisdiction, 
the parties agree that the court shall be requested to judicially modify such 
unenforceable provision consistent with the intent of this Agreement so that 
it shall be enforceable to the fullest extent possible. 


     6. Applicable Law; Jurisdiction. 

     This Agreement shall be construed, interpreted and enforced according to 
the statutes, rules of law and court decisions of the State of Maine without 
regard to conflict of law provisions. The Stockholder hereby submits to the 
jurisdiction of, and waives any venue objections against, the State of Maine 
and the federal courts of the United States located in such state in respect 
of all actions arising out of or in connection with the interpretation or 
enforcement of this Agreement, and the Stockholder consents to the personal 
jurisdiction of such courts for such purposes. 


     7. Amendments; Waivers. 

     This Agreement may be amended, modified, superseded or canceled, and the 
terms or covenants waived, only by a written instrument executed by both of 
the parties hereto or, in the case of a waiver, by the Company. The failure to 
require performance of any provision hereof shall in no manner affect the 
right at a later time to enforce the same. No waiver of any term, whether by 
conduct or otherwise, shall be deemed to be a further or continuing waiver of 
any such breach, or a waiver of the breach of any other term contained in this 
Agreement. 


     8. Notices. 

     All notices under this Agreement shall be in writing and shall be deemed 
effective when delivered in person (in the Company's case, to its Chief 
Executive Officer) or 48 hours after deposit thereof in the U.S. mails, 
postage prepaid, addressed, in the case of the Stockholder, to the 
Stockholder's address set forth at the end of this Agreement, and, in the case 
of the Company, to the corporate headquarters, attention of the Chief 
Executive Officer, or to such other address as the party to be notified may 
specify by written notice to the other party. 


     9. Construction. 

     Paragraph headings are for convenience only and shall not be considered a 
part of the terms and provisions of the Agreement. 

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed 
as of the day and year first above written.  

               ACADIA NATIONAL HEALTH SYSTEMS, INC. 

               /s/ Paul W. Chute 
               PAUL W. CHUTE, President 

               THE STOCKHOLDERS 

               /s/ Frank DeJohn     
               FRANK DEJOHN

               /s/ Martha T. DeJohn
               MARTHA T. DEJOHN