LANDACORP INC
EXHIBIT 10.21
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>3
<FILENAME>f84896exv10w21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.21

                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER 01071003

NOTE: INFORMATION IN THIS DOCUMENT MARKED WITH AN "[*]" HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.

THIS SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT ("Agreement"), is
made effective as of this 8th day of October 2002 ("The Effective Date"),
between Landacorp, Inc. ("Landacorp"), a Delaware corporation, having its
principal place of business at 900 Fortress Street, Suite 100, Chico, California
95973 and Lifeguard, Inc. and Lifeguard Life Insurance Company (collectively
"Customer") of 2840 Junction Avenue, San Jose, California 95134.

        WHEREAS, Landacorp and Customer entered into the original Services and
System Agreement (the "Original Agreement") as of November 21, 2001;

        WHEREAS, Landacorp and Customer entered into the First Amended and
Restated Services and System Agreement (the "First Amendment") as of July 31,
2002, amending and modifying the Original Agreement; and

        WHEREAS, Landacorp and Customer desire to enter into this Second Amended
and Restated Services and System Agreement which amends and modifies the First
Amendment.

THE PARTIES HERETO HEREBY AGREE to all provisions, as amended herein, set forth
in the following sections:

I.      General Terms and Conditions

II.     Services Terms

III.    Product License and Support Terms

IV.     Prerequisite Software and Data Sets

V.      Prerequisite Equipment

VI.     Non-Disclosure Agreement

This Agreement, together with the Sections indicated above as included and all
Exhibits, Attachments and Schedules thereto, constitute the entire Agreement and
understanding between Landacorp and Customer concerning the subject matter
hereof, and cancels, terminates and supersedes all prior written and oral
understandings, agreements, proposals, promises and representations of the
parties respecting any and all subject matter contained herein.

EXECUTED as of the day and date first above written.


Landacorp, Inc.                            Lifeguard Inc. and
                                           Lifeguard Life Insurance Co.



Signature:                                 Signature:
          ------------------------------             ---------------------------
Name:                                      Name:
     -----------------------------------        --------------------------------
Title:                                     Title:
      ----------------------------------         -------------------------------


                                  Page 1 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

                          GENERAL TERMS AND CONDITIONS

1.      DEFINITIONS: The following terms, as used herein and in the exhibits
        hereto, shall have the following meanings:

1.1     "Ad Hoc Members" means members meeting Selection Criteria other than
        Landacorp's. They will be managed by Landacorp if they are randomly
        assigned to the Intervention Group and will not be managed by Landacorp
        or Customer if they are randomly assigned to the Control Group.

1.2     "Affiliates" means any entity controlling, controlled by or under common
        control with Customer or Landacorp, as applicable.

1.3     "Quality Performance Targets" means those measures of clinical
        performance or outcomes that Landacorp agrees to deliver to the
        Customer.

1.4     "Control Group" means Members who are selected by the Selection Criteria
        for Intervention, but who have been randomly assigned by Landacorp's
        randomization process for exclusion from the Intervention Program. The
        control group will receive usual care from their physicians.

1.5     "Covered Lives" or "Members" means a member, subscriber or eligible
        dependent covered under a health plan.

1.6     "CPI" means Consumer Price Index, All Urban Consumers, West urban,
        Medical Care items, published by the Bureau of Labor Statistics, United
        States Department of Labor.

1.7     "Documentation" means user guides, operating manuals, and
        specifications, whether in print or machine readable media, in effect as
        of the date of shipment, supplied to Customer under this Agreement for,
        including all additions, updates or modifications thereto.

1.8     "Enhancements" means those changes or additions to the Software,
        Intervention Programs, and the related Documentation, that affect or
        include updates, modifications or corrections, as distributed through
        new Major and Minor Versions.

1.9     "Intervention Group" means Members who have been selected by the
        Selection Criteria for Intervention who are not randomly assigned to the
        Control Group and who will receive services from the Intervention
        Program.

1.10    "Intervention Program" includes but is not limited to content,
        interventions, scripts, algorithms, methodologies, kits and fulfillment
        materials that are provided to members managed within the scope of these
        services.

1.11    "Member months" means the number of members eligible and enrolled for
        benefits and recorded in Landacorp's systems on the first day of each
        applicable month for each Program Year.

1.12    "PMPM" means Per Member Per Month.

1.13    "Prerequisite Equipment" means the computer hardware listed in Section V
        that is required for the Software to perform as specified.


                                  Page 2 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

1.14    "Prerequisite Software and/or Data Sets" means the third party Software
        listed in Section IV and is governed by the terms and conditions set
        forth in this Agreement and, if applicable, any additional terms set
        forth in Section III of this Agreement and any Exhibits thereto.

1.15    "Prevailing Rates" means the applicable Landacorp standard rates in
        effect, for Software License, Software Support or a given Service, on
        the date that the Software License, Software Support or Service is
        provided.

1.16    "Product(s)" means the Product(s) listed in Paragraph 4.1 of Section II
        and/or as applicable.

1.17    Program Period: First Program Period begins February 1, 2002, and ends
        July 31, 2002. Second Program Period begins August 1, 2002 and ends
        November 30, 2002.

1.18    "Selection Criteria" are the methodologies for identifying Customer
        members at risk for future high medical costs. The Selection Criteria
        are identical for both the Intervention Group and the Control Group and
        include both Landacorp's and Customer's criteria.

1.19    [Intentionally Omitted]

1.20    "Software" means such computer programs listed in Paragraph 4.1 of
        Section II.

1.21    "Software License" or "License" means the license granted to Customer
        pursuant to this Agreement.

1.22    "Third Parties" means, but is not necessarily limited to, agents,
        representatives, or consultants of the Customer who may become involved
        in the Proprietary Information.

2.      PAYMENTS:

2.1     SUMMARY OF PAYMENTS; PAYMENT DUE DATES: Customer agrees to pay Landacorp
        the fees ("Fees"), charges ("Charges") and costs ("Costs") set forth in
        this Agreement in accordance with the provisions set forth herein.
        Unless otherwise stipulated herein, said Fees, Charges and Costs shall
        be due and payable to Landacorp within thirty (30) days of date of
        invoice. Failure by Customer to make payments to Landacorp which are
        reasonably disputed in writing shall not constitute a material breach of
        this Agreement. Landacorp reserves the right to suspend provision of
        service and support for nonpayment of any sums owed to Landacorp which
        are undisputed and thirty (30) days or more past due.

2.2     TAXES: Customer shall pay directly or, as appropriate, reimburse
        Landacorp for all personal property, sales, use and other taxes
        (excluding taxes based upon Landacorp's income) and license and
        registration fees and other assessments or charges levied or imposed by
        any governmental body or agency as a result of the execution or
        performance of this Agreement. In the event Customer or the transactions
        contemplated by this Agreement are (or, after execution of this
        Agreement, become) exempt from the foregoing, Customer shall promptly
        provide to Landacorp, as evidence of such tax exempt status, proper
        exemption certificates or other Documentation acceptable to Landacorp.

2.3     [Intentionally Omitted]


                                  Page 3 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

2.4     TRAINING: Landacorp will provide one day of training in aspects of the
        Intervention Program and use of Landacorp Software to Customer staff at
        the Customer's premises. The charges for this training are included in
        the fees for the services defined in Section II.

3.      PROPRIETARY RIGHTS: Customer acknowledges that the Software and/or
        Intervention Programs licensed hereunder are subject to copyright, and
        constitutes proprietary trade secret information of Landacorp, and that
        Customer has no interest in or right to use the Software except in
        accordance with the terms of this Agreement.

        Customer agrees that it will hold the Software and/or Intervention
        Programs in confidence, it will not disclose or otherwise make the
        Software and/or Intervention Programs or any part thereof available to
        any Third Party except to the extent permitted by this Agreement, and it
        will take all reasonable steps and precautions to maintain the
        confidentiality of the Software and/or Intervention Programs. Customer
        further agrees as follows:

3.1     It will not use the Software or Intervention Programs at any other
        Facility except during any period of time when Customer is temporarily
        prevented, due to causes beyond Customer's control, from using the
        computer hardware at Customer's Facility for daily processing
        operations. During such periods, Customer may use the Software or
        Intervention Programs at an alternate facility, and if such use shall
        continue for a period of more than thirty (30) days, Customer shall
        immediately notify Landacorp of the location of such Facility.

3.2     It will not remove or permit to be removed from any item included in the
        Software or Intervention Programs, including any proprietary,
        confidential or copyright notices, markings or legends placed thereon by
        Landacorp.

3.3     It will not, without the prior written consent of Landacorp, copy or
        duplicate by any means the Software, Intervention Programs,
        Documentation or any item included therein except to the extent
        reasonably necessary to maintain backup or historical Documentation or
        the implementation or use of the Software or Intervention Programs.
        Customer will cause all proprietary, confidential and copyright notices,
        markings or legends which appear on any item included in the Software to
        be placed upon each such copy or duplication.

3.4     It will not use any information in tangible or intangible form which has
        been or may be delivered or disclosed to Customer or Customer's
        employees or Third Parties by Landacorp for the purpose of reverse
        engineering, decompiling, or disassembling the Software or Intervention
        Programs or creating, attempting to create, or permitting others to
        create derivative works.

3.5     It will limit access to the Software and/or Intervention Programs to
        only (i) employees and agents of Customer, (ii) health care providers
        participating in Customer's benefit plan networks and their staffs and
        automatic processes, or (iii) subject to execution of a mutually
        acceptable nondisclosure agreement, Third Parties sanctioned by Customer
        who need access thereto in order to, as applicable, use, implement,
        test, audit, or modify the Software or Intervention Programs for the
        sole and exclusive benefit of Customer subject to the execution of a
        Nondisclosure Agreement as included herein as Exhibit VI-A.


                                  Page 4 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

3.6     Upon the termination of this Agreement, Customer shall destroy or return
        to Landacorp all tangible portions of the Software and/or Intervention
        Programs delivered or disclosed to Customer by Landacorp, together with
        all copies thereof at any time made by Customer.

3.7     All changes, modifications or improvements made or developed with regard
        to the Software or Intervention Programs by Landacorp, whether or not
        made or developed at Customer's request, shall remain the property of
        Landacorp and, upon delivery or disclosure to Customer, shall be deemed
        to have been part of the Software as of the date of this Agreement. All
        changes, modifications or improvements made or developed with regard to
        the Software or Intervention Programs by the Customer, or funded by the
        Customer, shall also remain the property of Landacorp.

3.8     Information shall not be considered confidential under this Paragraph 3
        that: (i) is publicly known prior to or after disclosure hereunder other
        than through acts or omissions attributable to the recipient or its
        employees or representatives; (ii) as demonstrated by prior written
        records, is already known to the recipient at the time of disclosure
        hereunder; (iii) is disclosed in good faith to the recipient by a third
        party having a lawful right to do so; or (iv) is the subject of written
        consent of the party which supplied such information authorizing
        disclosure.

3.9     The provisions of this Paragraph 3, Proprietary Rights, shall survive
        the termination of this Agreement.

4.      CONFIDENTIALITY OF INFORMATION: Customer and Landacorp acknowledge that
        in the course of installing, implementing and maintaining the Software
        and/or Intervention Programs both parties will become familiar with
        proprietary or trade secret information of the other concerning the
        other's business affairs, property, methods of operation, processing
        system or other information, including but not necessarily limited to
        Customer's patient, financial, provider and/or member data
        ("Confidential Information"). Customer and Landacorp hereby agree to
        maintain the confidentiality of this Agreement and of such information
        using at least the degree of care and security as each uses to maintain
        the confidentiality of its own Confidential Information. Customer and
        Landacorp acknowledge that their disclosure of any of the other's
        Confidential Information without the other's prior written consent,
        which consent shall not be unreasonably withheld, may give rise to
        continuing irreparable injury to the non-disclosing party, that,
        therefore, will be inadequately compensable in damages at law.
        Accordingly, the non-disclosing party shall be entitled to obtain
        immediate injunctive relief against the breach or threatened breach by
        the disclosing party of any of the foregoing undertakings, in addition
        to any other legal remedies which may be available, and the disclosing
        party hereby consents to the obtaining of such injunctive relief. Both
        Landacorp and Customer shall be obligated to promptly report any known
        breach to the other party.

4.1     The provisions of this Paragraph 4, Confidentiality of Information,
        shall survive the termination of this Agreement.

5.      GENERAL WARRANTIES AND EXCLUSION OF IMPLIED WARRANTIES:

5.1     [Intentionally Omitted]

5.2     WARRANTY LIMITATIONS: CUSTOMER'S RIGHT TO ENFORCE THE WARRANTIES
        CONTAINED IN THIS AGREEMENT MAY BE SUSPENDED BY LANDACORP AT ITS SOLE
        DISCRETION, IF THE SOFTWARE AND/OR INTERVENTION PROGRAMS ARE USED IN ANY


                                  Page 5 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

        MANNER IN VIOLATION OF THE PROVISIONS OF THIS AGREEMENT. THE WARRANTIES
        HEREIN SET FORTH ARE MADE TO AND FOR THE BENEFIT OF CUSTOMER ONLY.
        EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LANDACORP MAKES NO
        OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS OR IMPLIED, AND ALL IMPLIED
        WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE
        HEREBY DISCLAIMED BY LANDACORP AND EXCLUDED FROM THIS AGREEMENT. NO ORAL
        OR WRITTEN INFORMATION OR ADVICE PROVIDED BY LANDACORP, ITS AGENTS OR
        EMPLOYEES WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF
        THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT.

6.      LIABILITY LIMITATION: LANDACORP'S CUMULATIVE LIABILITY TO CUSTOMER FOR
        FAILURE TO CORRECT A NONCONFORMITY AND ANY OTHER BREACH OF THIS
        AGREEMENT FOR ANY AND ALL CLAIMS, REGARDLESS OF THE FORM OF ACTION,
        SHALL NOT EXCEED $100,000.00. UNDER NO CIRCUMSTANCES SHALL LANDACORP
        HAVE ANY LIABILITY TO CUSTOMER FOR ANY CONSEQUENTIAL, EXEMPLARY,
        INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING, BUT NOT
        LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, RESULTING FROM ANY
        VIOLATION OF THIS AGREEMENT EVEN IF LANDACORP HAS BEEN ADVISED, KNEW OR
        SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. Customer acknowledges that
        the foregoing limitations of liability and remedies represent
        bargained-for allocations of risk, and that Landacorp's Fees, Charges
        and Costs hereunder represent the allocations of such risk.

7.      INDEMNIFICATION: Landacorp agrees to indemnify and hold Customer
        harmless from all loss or damages to Customer arising out of any legal
        action based on any claim that the Product(s) infringes on a United
        States copyright, patent, or trade secret, excluding, however, any claim
        for Customer's consequential damages for lost earning, profit, or
        goodwill. Landacorp shall defend, at its own expense, any action against
        Customer to the extent that it is based on such an infringement action,
        and shall pay all costs and damages finally awarded in any such suit,
        provided that the following conditions are met:

        A.      Landacorp is notified in writing by Customer of any claim within
                thirty (30) days of the date Customer receives actual notice of
                such claim; and

        B.      Landacorp has sole control of the settlement, compromise,
                negotiation, or defense of any such action or claim; however,
                Landacorp will seek input from Customer with respect to all
                aspects of the defense of such action or claim, including
                settlement, compromise, negotiation, and litigation strategy.

8.      SPECIAL PROVISIONS FOR LANDACORP AND PREREQUISITE SOFTWARE AND DATA
        SETS: Prerequisite Software sublicensed or distributed by Landacorp to
        Customer, if any, is identified in Section IV. To the extent that the
        terms or conditions under which Landacorp sublicenses or distributes any
        such Software to Customer differ from the terms and conditions otherwise
        stated in this Agreement, said differences are stated in Section IV or
        in shrink-wrap agreements provided with such Software and such
        differences shall control. In the event that Landacorp can reasonably
        demonstrate the need to replace or substitute any Prerequisite Software,
        the parties agree to negotiate in good faith as to the terms and
        conditions for Customer to obtain reasonably comparable software or to
        retain the Prerequisite Software initially licensed.


                                  Page 6 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

9.      DISPUTE RESOLUTION: In the event that a dispute arises between Landacorp
        and Customer with respect to any matter under this Agreement, either
        party may escalate any such dispute as follows:


<TABLE>
<CAPTION>
                                                            Time Period from
                                                            Notice of Dispute
 Customer           Landacorp                               For Resolution
 --------           ---------                               -----------------
 <S>                <C>                                     <C>
 _________________  Project Manager                         15 days

 _________________  Sr. Vice President of Client Services   25 days

 _________________  Chief Operating Officer                 35 days
</TABLE>


9.1     ARBITRATION: Any and all disputes or claims arising out of this
        Agreement shall be resolved and determined solely and exclusively by
        arbitration in accordance with the Commercial Rules of the American
        Arbitration Association in effect at the time arbitration is demanded.
        The prevailing party to any arbitration shall be entitled to receive
        reasonable costs and reasonable attorney's fees from the non-prevailing
        party, as awarded by the arbitrator. The parties shall select one
        mutually agreeable arbitrator, and if the parties cannot agree to an
        arbitrator after a reasonable time, the arbitrator-selection process of
        the American Arbitration Association shall be utilized. The arbitrator
        shall be skilled in the legal and business aspect of the subject matter
        of this Agreement. Notice of the demand for arbitration shall be made in
        writing to the other party to this Agreement and to the American
        Arbitration Association. The demand shall be made within a reasonable
        time after the claim or dispute has arisen. In no event shall the demand
        for arbitration be made after the date when institution of legal or
        equitable proceedings based on the claim or dispute would be barred by
        the applicable statute of limitations. The arbitration award shall be
        final and binding upon the parties. The arbitration award shall be
        binding and may be entered in any court of competent jurisdiction.
        Arbitration shall take place in the State in which the Customer is
        located.

10.     TERM AND TERMINATION:

10.1    This Agreement is effective as of the Effective Date shown in the
        preamble on Page 1 of this Agreement and will remain in force (except
        where otherwise indicated in this Agreement) until November 30, 2002,
        (the "Initial Term").

10.2    CONDITIONS FOR TERMINATION: If either party shall commit a material
        breach of any term or condition of this Agreement, and if said party
        shall fail to cure, or make substantial progress to cure, any such
        breach within forty-five (45) days after written notice of such breach
        is given by the non-breaching party, then the non-breaching party shall
        be entitled, after giving notice hereunder, to terminate this Agreement.

11.     NOTICES: Any notice required or permitted to be given under the terms of
        this Agreement shall be deemed given when delivered to a party during
        normal business hours via United States mail with first class postage or
        overnight mail or when faxed (with receipt verified) to the appropriate
        address indicated in the preamble to this Agreement. Each of the parties
        may designate any other address by notifying in writing the other party
        of the new address.


                                  Page 7 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

12.     MISCELLANEOUS:

12.1    LAW: This Agreement shall be governed by and construed in accordance
        with the laws in the state in which the Customer is located, exclusive
        of its rules governing choice of law and conflict of laws. Any action of
        any kind arising out of or in any way connected with this Agreement must
        be commenced within one (1) year of the date upon which the cause of
        action accrued or, if one (1) year is shorter than the minimum period
        allowed by law, then the minimum period allowed by law.

12.2    HEADINGS: The headings of the several sections and paragraphs of this
        Agreement are for convenience only and shall not be construed to be a
        part of this Agreement.

12.3    ASSIGNMENT: Neither party shall assign this Agreement without the
        express written consent of the other, which consent shall not be
        unreasonably withheld. However, Landacorp may, upon notice to Customer,
        assign this Agreement to any Affiliate or any entity resulting from the
        sale, combination or transfer of all or substantially all of the assets
        or capital stock, or from any other corporate form of reorganization by
        or of Landacorp. Subject to all of the terms and conditions hereof, this
        Agreement inures to the benefit of and is binding upon the parties
        hereto and their successors and assigns.

12.4    FORBEARANCE: The exercise or non-exercise of any right granted to
        Landacorp or to Customer under the terms of this Paragraph or under any
        other provisions of this Agreement shall not operate as a waiver of any
        right which may subsequently accrue to Landacorp or Customer under any
        provision of this Agreement and shall not preclude the exercise by
        Landacorp or Customer of any other rights or remedies which either
        Landacorp or Customer may have in law or equity or under the terms of
        this Agreement.

12.5    LATER AMENDMENTS CONTROL: To the extent that the terms and conditions of
        the Exhibits, Attachments and Schedules hereto or Exhibits, Attachments
        and/or Schedules to subsequent amendments ("Subsequent Terms") differ
        from those herein, those Subsequent Terms shall control the
        interpretation and any conflict resolution thereof. Pre-printed terms
        and conditions on or attached to Customer purchase orders shall be of no
        force or effect.

12.6    NO AMENDMENT UNLESS IN WRITING: No representation or promise hereafter
        made by a party, nor any modification or amendment of this Agreement,
        shall be binding upon either party unless in writing and signed by
        Customer and accepted in writing by an authorized agent of Landacorp.

12.7    RELATIONSHIP BETWEEN PARTIES: Landacorp and Customer are independent
        contractors in all relationships and actions under and contemplated by
        this Agreement. This Agreement shall not be construed to create any
        employment, partnership, joint venture, or agency relationship between
        the parties or to authorize either Customer or Landacorp to enter into
        any commitment or agreement binding the other, including, but not
        limited to, the offering or extension by Customer or Landacorp of any
        representation, warranty, guarantee, or other commitment on behalf of
        the other.

12.8    FORCE MAJEURE: Neither party shall be held responsible for any act,
        failure, event, or circumstance addressed herein if such act, failure,
        event, or circumstance is caused by an act of God or other conditions
        beyond such party's reasonable control.

12.9    SURVIVAL OF CERTAIN OBLIGATIONS: After expiration or termination of this
        Agreement, all provisions relating to payment shall survive until
        completion of required payments. In addition to


                                  Page 8 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

        those provisions which specifically provide for survival beyond
        expiration or termination, all provisions contained in this Section and
        all provisions, if any, regarding indemnification, warranty, limitations
        of liability, and confidentiality and/or protection of propriety rights
        and trade secrets shall survive indefinitely or until the expiration of
        the time period specified elsewhere in this Agreement with respect to
        the provision in question. In addition, Customer shall provide Landacorp
        with such data as is required by Landacorp to perform its measurement
        and reporting functions under this Agreement, in such form and with such
        frequency as is specified by Landacorp.

12.10   PARTIAL INVALIDITY: In the event any provision of this Agreement is held
        illegal, void or unenforceable, to any extent, in whole or in part, as
        to any situation or person, the balance shall remain in effect and the
        provision in question shall remain in effect as to all other persons or
        situations, as the case may be.

12.11   PUBLICATION PERMISSION: Execution of this Agreement shall signify
        approval for Landacorp or Customer to release non-confidential
        information about the other including name, location and business
        relationship in standard news releases, Landacorp or Customer
        publications and the Landacorp or Customer Website. Customer shall have
        the right to consent to the copy that will be published by Landacorp
        prior to Landacorp's use of such copy.

12.12   NO SUBSTITUTE FOR MEDICAL JUDGMENT: Neither the execution of this
        Agreement nor the performance of any of its obligations constitutes an
        undertaking by Landacorp to guarantee the results of health care
        provider services or that such services will be rendered in accordance
        with generally accepted medical standards or procedures. The parties
        agree that Landacorp or its Intervention Partner (CareAdvantage, Inc.)
        are not and shall not be deemed a health care provider as a result of
        the Services provided pursuant to this Agreement, and that all decisions
        concerning the rendering of health care services are determined by the
        patient's physician, hospital or other health care provider and the
        patient.

12.13   SUBCONTRACTORS. Neither party shall employ the services of
        sub-contractors without express prior approval of the other party.
        Landacorp will sub-contract with CareAdvantage Inc. for case Management
        services. Each party will, at all times, be responsible for the actions
        of its sub-contractors relative to the terms and conditions of this
        Agreement. Customer shall have the right to review terms and conditions
        of the sub-contract between Landacorp and CareAdvantage, excluding
        proprietary information.

12.14   RIGHT OF AUDIT: Landacorp is responsible for performing reporting and
        savings calculations. Customer will have the right to audit Landacorp's
        calculations, including the right to data, calculations and
        methodologies used by Landacorp in the performance of its reporting.
        Customer may retain the services of an outside auditor to perform its
        audit.


                                  Page 9 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION I

                                   EXHIBIT I-A

CUSTOMER'S FACILITIES:


<TABLE>
<CAPTION>
                                                                                           COVERED
                                                                                          LIVES OR
           FACILITY                     ADDRESS              CITY, STATE ZIP               MEMBERS
           --------                     -------              ---------------              --------
<S>                             <C>                      <C>                              <C>
Lifeguard, Inc.                 2840 Junction Avenue     San Jose, California 95134          [*]
Lifeguard Life Insurance Co.    2840 Junction Avenue     San Jose, California 95134          [*]
</TABLE>

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                 Page 10 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION II

                                 SERVICES TERMS

1.      Assumptions

        -       Landacorp will license to Customer DSManager(R) on an ASP basis
                to view, query, and analyze the patient information.

        -       Ad-hoc members, expected to be approximately [*] new members per
                month, will be managed under this Agreement.

        -       Sick neonates and Premature infants (managed by Paradigm
                Healthcare (or any subsequent manager of sick neonates for
                Customer)), End-Stage Renal Disease (ESRD) patients (managed by
                Golden State Nephrology (or any subsequent manager of ESRD
                patients for Customer)), in-patient and out-patient
                psychological disorder patients (managed by Merit-Magellen (or
                any subsequent manager of Mental Health services for Customer))
                are excluded from the terms of this Agreement (targeting,
                measurement and management). Customer and Landacorp will
                negotiate in good faith to agree on additional exclusions per
                the original definitions submitted in the May 15, 2001 proposal.

2.      Detailed Scope of Services

        Landacorp will provide to Customer a comprehensive High-Risk Targeting
        and Population Health Management program with the objective of reducing
        the overall medical cost of the identified members resulting in a net
        financial savings to Customer. Landacorp and Customer have agreed to
        jointly operate this program. DATA MANAGEMENT AND TARGETING SERVICES
        (CASE IDENTIFICATION):

        Landacorp will perform the data management, data analysis, and member
        targeting services at Landacorp's facilities. Landacorp will perform the
        targeting by reviewing and utilizing historical data from Customer.
        Customer will supply Landacorp medical claims, pre-authorization,
        laboratory, and pharmaceutical claims data, where available to Customer,
        on a monthly basis in a format and medium defined by Landacorp.
        Landacorp will analyze Customer data using Landacorp's proprietary
        DSBuilder(R) software and apply Landacorp's proprietary DSMiner software
        to the data to obtain rank-ordered lists of the high-risk members.

        On a monthly basis, Landacorp will identify approximately [*] to [*] of
        members who are at high risk of high-cost medical events occurring
        within the following 6 to 12 months. These members will be selected from
        different cohorts, including but not limited to High Cost members (those
        whose consumption exceeded [*] in the pre-program period), Low Cost
        members (those whose consumption was less than [*] in the pre-program
        period) and members who are diagnosed with a specific medical condition.

2.1     Intervention programs:

        Landacorp will apply management programs to the Intervention Group using
        the following structured methodology.

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                 Page 11 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION II

All members will be assigned to a case- or disease management program provided
by Landacorp's Intervention Partner (CareAdvantage). Landacorp will contact, or
attempt to make contact, with all the target members identified for intervention
by Landacorp who are not assigned to the Control Group. The number of contacts
with a patient and their timing will be the responsibility of Landacorp. Each
contacted member will initially be screened through Landacorp's proprietary
Managing for Tomorrow survey instrument to determine disease self-management
skills and establish a base-line. The survey will be conducted directly with the
member, via telephone. Member risk status will be further determined by the
survey and professional judgment of the nurse-interventionist. Upon completion
of the survey, those members who are assessed as being at continued risk will
receive a tailored booklet detailing the results of the survey, and educational
materials to help the member improve disease self-management skills. In
addition, the contacted member may also receive additional disease-specific
fulfillment kits (i.e. home laboratory tests for HbA1C analysis and micro
albumin analysis, or one-time samples of low-dose aspirin, or medical devices
such as peak flow meters, depending on diagnosis). The specific contents of the
fulfillment kits will be subject to mutual agreement between Landacorp and
Customer. The Intervention Partner will provide case-management services to
those members who, in the judgment of the Intervention Partner, are eligible for
and will benefit from these services. The Intervention Partner will assess the
ability of the member to manage their disease-burden and will set progress goals
for the member to work toward in the management of their disease(s). The risk
status of members who are receiving interventions from the Intervention Partner
will be changed from time-to-time based on continued evaluation of the member
status, at the sole discretion of the Intervention Partner. The Intervention
Partner will also routinely assess the member's progress against the goals,
using interventions that include (but not limited to) Landacorp's proprietary
series of interventions, Looking Ahead, and CareAdvantage's proprietary
interventions, RightPath(R), and will work with the member to arrange
appropriate medical / social service assistance in achieving the set goals.

2.2     Program evaluation, reporting and outcomes measurement:

        Landacorp will provide Customer with access to its proprietary
        DSManager(R) application via an Application Service Provider (ASP)
        delivery model. The DSManager(R) application will reside at Landacorp's
        facilities and customer access will be provided via a secure Internet
        connection. Customer will have authority to view, query, and analyze
        member information (including claims, membership and intervention
        history) contained in DSManager(R) for those member identified and
        targeted by Landacorp. Customer will also be able to access standard
        reports contained within DSManager(R).

2.3     Other Services:

        Landacorp and Customer may, from time to time, agree on the provision of
        services outside of this Agreement. In the event that both parties agree
        on the provision of additional services, a Service Change Order, (as
        attached as Exhibit III-B) will be completed. Charges for such services
        will be at Landacorp's Prevailing Rates, or at rates agreed between
        Landacorp and Customer. Charges for services outside of the Intervention
        Program will not form part of the calculation of savings or guarantees.


                                 Page 12 of 25


<PAGE>
                                 LANDACORP, INC.
            SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION II

3.      [Intentionally Omitted]

4.      FEES AND CHARGES:

4.1     Per Member Per Month ("PMPM") Subscription Fees: The PMPM Subscription
        Fees are [*] multiplied by the total number of Member Months recorded
        for each month of the first Program Period, and [*] multiplied by the
        total number of Member Months recorded for each month of the second
        Program period.

4.2     PMPM Subscription Term: The PMPM Subscription Term ("Term") shall
        commence on the Effective Date of this Agreement and ending on November
        30, 2002.

4.3     Monthly Fees are due and payable on the first day of each month.
        Landacorp shall calculate the Monthly Fees for each month based on the
        in-force membership as recorded in Landacorp's database on the last day
        of the prior month. Landacorp and Customer agree to quarterly reconcile
        the in-force membership recorded in Landacorp's database with the
        Customer's own records and to apply any necessary adjustments to the
        following month's PMPM Subscription Fee.

4.4     Discontinuance of the Subscription: Landacorp reserves the right to (i)
        suspend provision of service and support for nonpayment of any sums owed
        to Landacorp which are undisputed and thirty (30) days or more past due
        and (ii) subsequent to the expiration of the PMPM Subscription Term,
        discontinue Subscription by written notice given to Customer not less
        than sixty (60) days prior to the date the next annual renewal would
        otherwise be due.

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                 Page 13 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION III

                      PRODUCT(S) LICENSE AND SUPPORT TERMS

1.      SOFTWARE LICENSE AND AUDIT:

1.1     Software License:

1.1.1   Landacorp hereby grants to Customer a, non-exclusive, non-transferable
        license to use the object code version of the Software solely on the
        Prerequisite Equipment (i) solely for the benefit of persons and
        entities located at Customer's Facility, (ii) solely within the United
        States of America and (iii) if applicable, for the benefit of the number
        of Covered Lives or Members identified in Exhibit I-A herein provided
        that such access and use of the Software is relevant to the business
        relationship with Customer, and in a manner consistent with Customer's
        own internal business purposes.

1.1.2   Customer shall not rent, lease or provide remote computer services or
        distribute the Software to any third party without the prior written
        consent of Landacorp.

1.1.3   Customer shall not permit the use of the Software by an outsourcing or
        facility management service without Landacorp's prior written consent,
        which shall not be unreasonably withheld.

2.      SOURCE CODE ESCROW:

2.1     Escrowed Items

        To protect Customer's interest, Landacorp has placed in escrow a copy of
        the Software source code and relevant Documentation associated with the
        current major version of the Software.

2.2     Updates

        To ensure the escrowed items are current with the version in use by
        Customer, Landacorp agrees to update the source code and relevant
        Documentation kept in escrow within fifteen (15) days of a general
        release of any new major version of the Software.

2.3     Conditions of Receipt

        Customer is entitled to a copy of the escrowed items if and when
        Landacorp ceases business operations whether pursuant to a Chapter 7,
        Liquidations, of the Federal Bankruptcy Laws or otherwise. However,
        Landacorp's rights shall not terminate under a financial reorganization
        or restructuring under Chapter 11 and/or 13, Reorganization, of the
        Federal Bankruptcy Laws or other applicable bankruptcy laws.

2.4     Escrow Agent

        The escrow agent for the source code and relevant Documentation is:
        Harrison-Dailey Accountancy Corporation, 590 Vallombrosa Avenue, Chico,
        California 95926-4038. In the event Landacorp experiences an action as
        described in Paragraph 2.3 above, Customer may request from
        Harrison-Dailey one (1) copy of the source code in magnetic form and one
        (1) copy of the relevant Documentation. Customer agrees to remit any
        copy cost directly to Harrison-Dailey prior to receipt of escrowed
        items. In the event that Harrison-Dailey ceases to act as Escrow Agent
        on behalf of Landacorp, Landacorp agrees to secure a new Escrow Agent
        and notify Customer.


                                 Page 14 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION III

3.      SOFTWARE DOCUMENTATION:

        One (1) copy of all Documentation for all generally available Software
        listed in Section II Paragraph 4.1 shall be delivered to Customer in
        electronic format with the Software.

4.      SOFTWARE SUPPORT:

4.1     Support Services

        Landacorp provides technical support for DSManager(R). Support policies
        and procedures are described in Exhibit III-A.

4.2     Software Updates

4.2.1   Landacorp shall periodically notify Customer of the availability of new
        major version of the Software. Upon Customers request, Landacorp shall
        supply Customer with such new major version of the Software. The
        materials shall be provided to Customer in the same form and quantity as
        originally delivered. Landacorp agrees to provide Customer with
        documented procedures for installation of any such new major version.

4.2.2   Prior to the loading of a new major version of the Software into
        Customer's operational environment, Landacorp will load the new major
        version into the Customer's test and training environment.

4.3     Support Exclusions

        Any applicable support services shall not be provided to Customer under
        the terms of this Agreement if the rendering of such Support is required
        due to: (i) Customer, its employees or agents making changes to the
        computer or workstations, including the hardware, operating systems
        Software, communications Software, interface Software, and/or any
        applicable third-party software used in conjunction with the Software
        such as to render the Software incapable of proper operation; (ii)
        changes to Software which have not been authorized by Landacorp; and/or
        (iii) hardware failure.

        Any applicable support services shall not be provided to Customer under
        the terms of this Agreement if the Customer has not received Training on
        the module for which support is requested. If Customer wishes to pursue
        support services related to modules for which no Training has been
        received, Customer will be referred to an Account Executive or Client
        Services Project Manager who will discuss the procedure for obtaining
        Additional Professional Services, as defined in Section V, Paragraph
        2.1.

        Any applicable support services and/or program support required as a
        result of any or all of the foregoing will be provided by Landacorp at
        its then Prevailing Rate, plus any applicable shipping, travel, lodging,
        meal and miscellaneous expenses incurred by Landacorp to provide such
        support. There will be a minimum fee of one-half (_) Day for any such
        support exclusions to the extent that the provision of such Support
        requires more than one hour to investigate, evaluate, correct and
        resolve.

5.      SOFTWARE WARRANTIES:

5.1     Warranty to Documentation: Landacorp warrants from the Effective Date of
        this Agreement, so long as all Fees, Charges and Costs, for the
        Product(s) have been paid in full when due, that the Software (excluding
        any programming changes made by Customer), when operating on the
        Prerequisite


                                 Page 15 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION III

        Equipment, will perform in accordance with the Documentation provided to
        Customer as part of the Software.

5.2     Virus Warranty: Landacorp warrants that to the best of its knowledge as
        of delivery to Customer, the Software does not contain any virus, worm,
        trap door, back door, timer or clock that would erase data or
        programming or otherwise cause the Software or Equipment to become
        inoperable or incapable of being used in accordance with its
        Documentation.

5.3     Year 2000 Warranty: Landacorp warrants that Software delivered under
        this Agreement shall be able to accurately process date data (including,
        but not limited to, calculating, comparing, and sequencing) from, into,
        and between the twentieth and twenty-first centuries, including leap
        year calculations, when used in accordance with the Documentation,
        provided that all listed or unlisted programs used in combination with
        the Software properly exchange date data with the Software.

5.4     HIPAA Warranty:

5.4.1   Regulatory Compliance. Landacorp represents and warrants, to the best of
        it's knowledge that as of the Effective Date of this Agreement,
        Customer's use of the Software is consistent with the requirements of
        all federal and state law and regulation pertaining to the privacy of
        individually identifiable health information. In the event such federal
        laws or regulations change after the Effective Date hereof, Landacorp
        agrees it will make best efforts to keep the products and software
        compliant at no cost to Customer and that any required updates shall be
        made available to Customer before the effective date of such regulatory
        changes. In the event Landacorp declines to make such changes to the
        Products as may be necessitated by regulation, Landacorp agrees to
        provide Customer with written notice to that effect no later than
        forty-five (45) days following the publication of any final regulation
        or statute requiring change to the Software. Landacorp further agrees to
        provide source code for the Software and terminate the Software Support
        agreement if its Software shall fail to be compliant within one year of
        the Effective Date of this Agreement.

5.4.2   Security and Electronic Signature Standards. The "Security and
        Electronic Signature Standards," was published as a proposed rule August
        12, 1998. Landacorp agrees to provide a schedule for compliance with the
        "Security and Electronic Signature Standards" and future revisions as
        required for Customer compliance to the standard within ninety (90) days
        from the final rule or updates for this standard. Landacorp agrees to
        demonstrate they are meeting this standard or updates to the standard at
        least ten (10) months prior to the standard's implementation date

5.4.3   No Use of Data. Landacorp acknowledges and agrees that Customer's data,
        including patient data, is both confidential and valuable to Customer,
        whether in individually identifiable, de-identified, aggregated or
        processed form. Landacorp agrees that it shall not use any information
        or data to which it is exposed in the course of performing this
        Agreement except for the purposes of fulfilling its obligations under
        this Agreement, except that Landacorp reserves the right to use the data
        for the purposes of analysis, development of methodologies and
        algorithms, testing of outcomes and interventions and other research.

5.4.4   Health Insurance Portability and Accountability Act Business
        Relationship Contract. Landacorp acknowledges that Customer is a covered
        entity under the "Standards for Privacy of Individually Identifiable
        Health Information" final rule published in the Federal register on
        December 28, 2000. Because Landacorp will have access to individually
        identifiable health information, Landacorp and


                                 Page 16 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION III

        Customer agree to, negotiate in good faith, towards the signing of an
        appropriate business relationship not later than one year prior to the
        implementation date for the rule.


                                 Page 17 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                  EXHIBIT III-A


Landacorp Support for DSManager(R)

Support Program

        -       Landacorp will provide DSManager(R) training and scripts
                (Frequently Asked Questions and resolutions) to individual(s)
                designated by the Customer as Level 1 and/or Level 2 support
                staff. Customer Level 1 staff is defined as a supervisor or
                trainer internal to the Customer department utilizing
                DSManager(R). Customer Level 2 staff is defined as a person in
                the Customer's Information Technology department or Information
                Technology Help Desk department.

        -       Landacorp provides telephonic support (973-780-2025) during from
                9 a.m. until 8 p.m. Eastern Time, or via email to
                help@patientcentrix.com.

        -       Landacorp logs all incoming issues and monitors the progress to
                resolution of all issues. Customer may request copies of the
                issue logs relevant to Customer's reported issues.

Customer Level 1 Procedures:

        -       Users should consult the Level 1 support person who will either
                resolve the issue or make a referral determination. Referral may
                be to the Level 2 support person or directly to Landacorp.

        -       For issue referred directly to Landacorp, the Level 1 support
                person fills out the Issue Form and faxes it to Landacorp
                (973-783-7597) together with a screen capture, where
                appropriate.

        -       The Level 1 support person may call the Landacorp help desk
                (973-780-2025) to discuss the issue.

Customer Level 2 Procedures:

        -       Procedures are similar to Customer Level 1 support procedures.

System availability:

        -       Where Landacorp is providing system access via a Application
                Service Provider contract, Landacorp will provide access to
                customer data via its servers during the following hours of
                operation:

                -       Monday to Friday: 6.00 a.m. to Midnight, Eastern Time.

                -       Saturday: 6.00 a.m. to 6.00 p.m.


                                 Page 18 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                  EXHIBIT III-A


                -       Sunday: not available

        -       During Landacorp's standard hours of operation, occasional
                interruptions of service may occur. Landacorp will document
                these down times and report on them to the Customer. When the
                interruption is due to action on the part of Landacorp, such as
                the need for unscheduled maintenance, Landacorp will provide at
                least 15 minutes warning to the Customer's internal support
                function (Level 1 support, above). It will be the responsibility
                of the Customer's Level 1 support function to notify all users
                at the Customer site of the impending down time. When the system
                interruption is over, Landacorp will again notify the Customer's
                Level 1 representative who will be responsible for re-activating
                users at the Customer site.



Training:

Landacorp will provide training to the customer's Level 1 and Level 2 staff. In
addition, as part of the CSR training program, staff will be trained on the
appropriate use of internal support.

Supporting Documentation (available to users and local support staff, where
appropriate):

        -       DSManager(R) User Manual.

        -       Installation / Troubleshooting Guide

        -       Scripts (Frequently Asked Questions and resolutions)

        -       Issue Form

        -       Call Log Sheet


                                 Page 19 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                  EXHIBIT III-B

                     SERVICES CHANGE ORDER NUMBER: _________

This Services Change Order, hereinafter referred to as the "Change Order" to the
Services and System Agreement number 00141220, hereinafter referred to as the
"Agreement," is made by and between Landacorp, Inc., 900 Fortress Street, Suite
100, Chico, CA 95973, hereinafter referred to as "Landacorp" and Lifeguard, Inc.
and Lifeguard Life Insurance Company (collectively "Customer") 2840 Junction
Avenue, San Jose, California 95134. Landacorp and Customer hereby agree as
follows:

WHEREAS, the Customer has requested Additional Professional Services; and

WHEREAS, Landacorp has agreed to provide these requested Additional Professional
Services;

NOW, THEREFORE, for good and valuable consideration, Landacorp and the Customer
agree to change the Agreement as follows:

Description of Additional Professional Services to be provided:






Estimated Days for Additional Professional Services described above:

Estimated Fees for Additional Professional Services described above:

In addition to the additional fees associated with the increase in the estimated
days, the Customer hereby agrees to reimburse Landacorp for any increased travel
expenses necessitated by this Change Order.

All other terms and conditions of the Agreement shall remain in full force and
effect.

EXECUTED THIS _________ DAY OF _________________, ______.

Lifeguard, Inc. and                          Landacorp, Inc.
Lifeguard Insurance Co.


Signature:                                   Signature:
          ------------------------                     ------------------------
Name:                                        Name:
     -----------------------------                ------------------------------
Title:                                       Title:
      ----------------------------                 -----------------------------
Date:                                        Date:
     -----------------------------                ------------------------------


                                 Page 20 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION IV

                       PREREQUISITE SOFTWARE AND DATA SETS


<TABLE>
<CAPTION>
Description of Software or Data Set               Agreement Type
-----------------------------------               --------------
<S>                                               <C>
Software

NONE
</TABLE>


                                 Page 21 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                    SECTION V

                             PREREQUISITE EQUIPMENT

PRODUCTS:

Customer will license and/or contract for the Products as provided in Section II
Paragraph 4.1.

PROJECTED USERS:

As provided in Exhibit I-A.

LANDACORP'S MINIMUM RECOMMENDATIONS ARE:

Windows 95 with Internet Explorer 4.1 with 128 bit encryption
Pentium 100 MHz
32 MB of ram
10 MB free disk space on client machine
56K BPS Internet connection


                                 Page 22 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION VI

                                  EXHIBIT VI-A

                             NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (Agreement) is made on the ________ day of
_________. ______, by and between Landacorp, Inc., 900 Fortress Street, Suite
100, Chico, California 95973 (hereinafter referred to individually as a "Party"
or as "Landacorp") and [THIRD PARTY NAME AND ADDRESS] (hereinafter referred to
individually as a "Party" or as the "Customer") (hereinafter both Parties are
referred to collectively as the "Parties") regarding a proposed transaction (the
"Proposed Transaction"). As part of the negotiations between the Parties over
the Proposed Transaction, said Parties may receive from time to time hereafter
Confidential Information (as defined below) from each other pertaining to one or
both of the Parties.

1.      a) For purposes hereof, "Confidential Information" shall mean any and
        all materials and information that either Party makes available to the
        other Party or that has or may come into possession of either Party in
        connection with the Proposed Transaction, including without limitation,
        the following:

                software programs and enhancements, upgrades and modifications
                thereof; user and other manuals; flow charts; source and object
                code; documents; specifications; financial reports, client
                lists, marketing material, data and other information; and all
                copies, summaries, outlines and other representations thereof.

        b) The Confidential Information will be used solely for the purpose of
        evaluating the Proposed Transaction between the Parties.

        c) Each Party hereby acknowledges that the Confidential Information
        obtained by it is valuable and proprietary trade secret information of
        the other Party, the disclosure of which would be harmful to such other
        Party. Each Party agrees to hold such Confidential Information in the
        strictest confidence and not to disclose same or release it to any other
        Party except as related to the performance of this Agreement and as
        permitted hereunder. It is further agreed that each Party shall take
        reasonable measures to ensure that all third parties (including but not
        necessarily limited to its agents, representatives, or consultants)
        comply fully with the terms of this Agreement, and that each such third
        party provided access to the other Party's Confidential Information be
        required to execute a nondisclosure agreement acceptable to the other
        Party.

        d) Neither Party will reverse engineer, disassemble, decompile or copy
        the Confidential Information except as permitted hereunder. No Party
        shall, directly or indirectly (including in the conduct of its business)
        use, or permit to be used, the Confidential Information obtained from
        the other Party to that other Party's detriment, whether or not the
        former Party benefits from such detrimental use.

2.      The term "Confidential Information" does not include any Confidential
        Information disclosed by a Party which (i) at the time of disclosure or
        thereafter is generally available to and known by the public (other than
        as a result of a disclosure in violation of this Agreement), (ii) was
        available to such Party on a non-confidential basis from a source other
        than a Party, provided that such a source is not and was not bound by a
        confidentiality agreement with such Party, or (iii) has been
        independently acquired or developed by such Party without violating any
        of the obligations under this Agreement.


                                 Page 23 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION VI

3.      In the event that any Party becomes legally compelled (by deposition,
        interrogatory, request for documents, order, subpoena, civil
        investigative demand or similar process issued by a court of competent
        jurisdiction or by a government body) to disclose any of the
        Confidential Information, prompt prior written notice of any such
        requirement shall be provided to each Party so that any Party may seek a
        protective order or other appropriate remedy and/or waive compliance
        with the terms of this Agreement. In the event that such protective
        order or other remedy is not obtained, and irrespective of whether or
        not compliance with the provisions hereof is waived, then it is agreed
        that only that portion of the Confidential Information which the Party
        subject to such legal compulsion is advised in writing by its counsel is
        legally required to be disclosed shall be disclosed and reasonable
        efforts shall be made to obtain assurance that confidential treatment
        will be accorded such Information.

4.      Each Party will keep a record of the Confidential Information furnished
        to the other and of the location of such Confidential Information
        received. If the Proposed Transaction is not consummated, or if so
        requested by a Party, all Confidential Information provided by each
        Party shall be returned to the originating Party, each Party shall
        destroy all remaining copies of the other Party's Information in its
        possession and all copies of any analyses, compilation, studies or other
        documents prepared, used or created containing or reflecting any
        Confidential Information.

5.      Each Party hereby acknowledges that, although each Party has endeavored
        to include in the Confidential Information all information known to it
        which it believes to be relevant for the purpose of the other Party's
        investigation, each Party understands that, unless otherwise stated in
        writing, none of the Parties have made or make any representation or
        warranty as to the accuracy or completeness of Confidential Information.

6.      Each Party agrees that a Party shall be entitled to equitable relief,
        including, without limitation, injunctive relief and specific
        performance, in the event of any breach of the provisions of this
        Agreement by the other Party, in addition to all other remedies
        available at law or in equity, and shall not be required to post bond or
        prove actual damages, which may in any event be difficult to liquidate,
        specify or establish.

7.      This Agreement may be modified or waived only by a separate writing
        signed by all of the Parties hereto. It is further understood and agreed
        that no failure or delay by any Party in exercising any right, power or
        privileges hereunder will operate as a waiver thereof, nor will any
        single or partial exercise thereof preclude any other or further
        exercise thereof or the exercise of any right, power of privilege
        hereunder.

8.      Each Party agrees that all of the provisions of this Agreement will
        apply to all affiliates of the Parties, as such term may be broadly
        interpreted, to the same extent as if they were signatories to this
        Agreement.

9.      This Agreement is for the benefit of all Parties and their successors in
        interest and will be governed by and construed in accordance with the
        laws in the state in which the Customer is located, exclusive of its
        rules governing choice of law and conflict of laws. Any action of any
        kind arising out of or in any way connected with this Agreement must be
        commenced within one (1) year of the date upon which the cause of action
        accrued or, if one (1) year is shorter than the minimum period allowed
        by law, then the minimum period allowed by law.


                                 Page 24 of 25


<PAGE>
                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT
                                 NUMBER XXXXXXXX

                                   SECTION VI

10.     This Agreement may be executed in two or more counterparts, with each
        counterpart constituting a single original.

11.     The Parties agree that their obligations under this Agreement shall
        continue until the Confidential Information is or later becomes general
        public knowledge through no fault of the other Party, or is or becomes
        available to a Party from any other source not having a duty of
        nondisclosure to the other Party.

12.     If any portion of this Agreement is determined to be or becomes
        unenforceable or illegal, such portion shall be deemed eliminated and
        the remainder of this Agreement shall remain in effect in accordance
        with its terms and modified by such deletion.

IN WITNESS WHEREOF, the undersigned Parties have made and entered into this
Agreement on the date first above written.

[THIRD PARTY NAME]                        Landacorp, Inc.



Signature:                                Signature:
          ------------------------                  ------------------------
Name:                                     Name:
     -----------------------------             -----------------------------
Title:                                    Title:
      ----------------------------              ----------------------------
Date:                                     Date:
      ----------------------------             -----------------------------


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</TEXT>
</DOCUMENT>
