LANDACORP INC
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>f83456exv10w20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.20

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

                                    SECTION I

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 FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT ("Agreement"), is
made effective as of this 31st day of July , 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 have previously made and initialed
certain changes throughout the Original Agreement; and

        WHEREAS, Landacorp and Customer desire to enter into this First Amended
and Restated Services and System Agreement which further amends and modifies the
Original Agreement. 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:
     -----------------------------           -----------------------------------

I. Title:                                  Title:
         -------------------------               -------------------------------



<PAGE>

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

                                    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    "Minimum Gross Savings" is the minimum amount of savings in any Program
        Period that Landacorp agrees will be achieved by the Program. Savings
        will be calculated according to the methodology defined in Section II
        Paragraph 2.3.1 of this Agreement.

1.13    "PMPM" means Per Member Per Month.



<PAGE>

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

                                    SECTION I


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

1.15    "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.

1.16    "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.

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

1.18    "Program Gross Savings" means the gross amount of savings realized by
        the program in any Program Period.

1.19    "Intentionally Omitted.

1.20    "Program Year" The first Program Year begins on February 1, 2002 and
        ends on January 31, 2003, and the second Program Year begins on February
        1, 2003 and ends on January 31, 2004 unless amended, in each case, by
        mutual agreement of Landacorp and Customer.

1.21    Program Period: First Program Period begins February 1, 2002, and ends
        July 31, 2002. Second Program Period begins August 1, 2002 and ends
        January 31, 2003. Third Program Period begins February 1, 2003 and ends
        January 31, 2004.

1.22    "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.

1.23    "Shared Savings Threshold: Landacorp and Customer agree to share in
        Program Gross Savings above this amount, as defined in this Agreement.

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

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

1.26    "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



<PAGE>

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

                                    SECTION I


        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]

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.



<PAGE>

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

                                    SECTION I


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.

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.



<PAGE>

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

                                    SECTION I


        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     AUTHORITY WARRANTY: Landacorp warrants that it is a corporation duly
        organized, validly existing and in good standing under the laws of
        Delaware, and has the full and unrestricted power and authority to
        execute and deliver this Agreement and to carry out the transactions
        contemplated hereby.

5.2     WARRANTY LIMITATIONS: CUSTOMER'S RIGHT TO ENFORCE THE FOREGOING WARRANTY
        AND THE WARRANTIES CONTAINED ELSEWHERE IN THIS AGREEMENT MAY BE
        SUSPENDED BY LANDACORP AT ITS SOLE DISCRETION, IF THE SOFTWARE AND/OR
        INTERVENTION PROGRAMS ARE USED IN ANY 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: Except (i) with respect to Landacorp's obligations
        under Paragraph 7 of this Section I, or (ii) in the event of personal
        injury or property damage not a result of performance of the Software
        and/or the Intervention Programs, or (iii) Landacorp's obligations under
        Section II of this Agreement. 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 ONE MILLION DOLLARS ($1,000,000.00). 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



<PAGE>

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

                                    SECTION I


        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 defense of such action or claim, including
                settlement, compromise, negotiation, and litigation strategy.

        Landacorp agrees to indemnify, defend and hold harmless (collectively,
        "Indemnify") Customer and Customer's officers, directors, employees or
        agents (collectively, "Indemnified Parties") from and against any and
        all claims, suits, costs and expenses, including without limitation,
        costs of investigation and defense, incurred by such Indemnified Parties
        as a result of any willful misconduct or any negligent act or omission
        by the Indemnifying Party or its contracted vendors in connection with
        this Agreement. This provision is not intended to obligate Landacorp to
        Indemnify Customer for claims under the terms of Customer's health
        insurance policies or HMO agreements which Customer would have been
        obligated to pay regardless of the misconduct or act or omission of
        Landacorp or its contracted vendors.

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.

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>
        _________                     Program Director                  15 days

        _________                     Chief Operating Officer           30 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



<PAGE>

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

                                    SECTION I


        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 November 21, 2001 and will remain in
        force (except where otherwise indicated in this Agreement) until January
        31, 2004, (the "Initial Term"). The Agreement will automatically renew
        for subsequent additional one (1) year terms unless terminated by either
        party by either party giving written notice given 120 days prior to the
        end of the Initial Term or any subsequent additional one (1) year terms.
        The first notice date for termination would be on or before November 1,
        2003.

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.

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



<PAGE>

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

                                    SECTION I


        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 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



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

                                    SECTION I


        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.

12.15   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>

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

                                    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>

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

                                    SECTION II

SERVICES TERMS

1.0     Assumptions

        The Customer average member population over a calendar year is [*] lives
        + or [*]% and is assumed to be constant for the Term of the Agreement.
        For any calendar year in which the average member population falls below
        [*] or rises above [*], Landacorp and Customer may agree to re-negotiate
        the financial terms and conditions of this Agreement.

        -       A Control Group will be established for the purpose of measuring
                the effectiveness of program outcomes. Members (25% of those
                meeting the Selection Criteria for the program, including those
                Ad Hoc Members identified and referred to the program by
                Customer or any other source) will be randomly assigned to the
                Control Group by Landacorp. Landacorp's assignment methodology
                will be reviewed and agreed to by Customer prior to
                implementation. Deviation from a totally-randomized member
                assignment will require Customer and Landacorp to re-negotiate
                the financial terms and conditions of this Agreement.

        -       An Intervention Group will be established for the purposes of
                measuring the effectiveness of program outcomes. Members (75% of
                those meeting the Selection Criteria for the program, including
                those Ad Hoc Members identified and referred to the program by
                Customer or any other source) will be randomly assigned to the
                Intervention Group by Landacorp. Landacorp's assignment
                methodology will be reviewed and agreed to by Customer prior to
                implementation. Deviation from a totally-randomized member
                assignment will require Customer and Landacorp to re-negotiate
                the financial terms and conditions of this Agreement.

        -       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.

2.0     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
        financial savings to Customer. Landacorp and Customer have agreed to
        jointly operate this program under a shared savings model, wherein both
        Landacorp and Customer realize additional financial gain over the
        financial savings of the overall medical cost of the identified members.
        Financial savings will be calculated using a Control Group methodology
        as defined in this Agreement wherein members targeted for management are
        randomly assigned to either an Intervention Group or a Control Group.



[*]     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>

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

                                   SECTION II

2.1     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.

        A Control Group will be established for the purpose of measuring the
        effectiveness of program outcomes. Twenty-five percent (25%) of the
        total Customer membership will be assigned to the Control Group; the
        remaining seventy-five percent (75%) are eligible for the Intervention
        Group and Intervention Programs. Members will be randomly assigned from
        Customer's total eligible membership files at the time of implementation
        and then updated on a monthly basis as new member enrollments are
        provided to Landacorp by Customer. This random assignment will determine
        the deployment of every member identified as high-risk by Landacorp. Any
        deviation from this random assignment methodology will require that
        Landacorp and Customer re-negotiate the financial terms and conditions
        of this Agreement.

2.2     Intervention programs:

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

        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 microalbumin 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



[*]     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>

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

                                   SECTION II


        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(TM), and will work with the member to arrange appropriate
        medical / social service assistance in achieving the set goals.

2.3     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).

        Landacorp and Customer agree that a primary purpose of the program is
        the generation of cost savings in excess of program cost and enhancing
        the health outcomes for the members in the Intervention Group. To this
        end, Landacorp and Customer agree to measure outcomes as follows:

        2.3.1   Program Gross Savings for any Program Period will be calculated
                as follows: Program Gross Savings = (Per Case Per Month Incurred
                Claims Utilization Experience of the Control Group as determined
                by claims paid as of 5 months after the Program Period ends and
                having occurred during the Program Period in the months that the
                members were members of the Control Group) less the Per Case Per
                Month Incurred Claims Utilization Experience of the Intervention
                Group as determined by claims paid as of 5 months after the
                Program Period ends and having occurred during the Program
                Period in the months that the members were members of the
                Intervention Group) multiplied by the total Intervention Group
                Member Months for the Program Period.

                Program Gross Savings Per Member Per Month is defined as Program
                Gross Savings divided by the total number of Member Months for
                the applicable Program Period.

        2.3.2   Savings Calculation: six (6) months following the end of any
                Program Period, Landacorp will provide Customer with a
                calculation of the Program Gross Savings and Reimbursement
                Liability as set forth in this Section II Paragraph 3.4 obtained
                through the programs for the Intervention Group members compared
                to the Control Group members for the Program Period as
                determined by all claims paid for the services in the Program
                Period by Customer and adjusted to exclude outlier claims.
                Claims amounts in excess of [*] in incurred claims per member in
                any month will be excluded as outliers (or any other outlier
                methodology mutually agreed to between Landacorp and Customer).



[*]     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>

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

                                   SECTION II



        2.3.3   DELETED

        2.3.4   For the purpose of performing calculations under this Section II
                Paragraph 2.3 of this Agreement, claim amounts will be included
                in the calculation of Program Gross Savings beginning the first
                day of the month following identification of the member as a
                candidate for Intervention, either through the Data Management
                and Targeting services performed by Landacorp, or as an Ad Hoc
                member identified by the plan. Claims will be assigned to the
                Intervention Group or the Control Group according to the
                assignment of the member performed by Landacorp, and described
                in this Section II Paragraph 2.1 above.

2.4     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.

3.      PERFORMANCE AND MINIMUM GROSS SAVINGS GUARANTEES

3.1     Quality Performance and Minimum Gross Savings: Landacorp agrees with
        Customer to achieve certain minimum Quality Performance and Minimum
        Gross Savings results, as described in this Section. In the event that
        Landacorp does not meet the minimum Quality Performance and Minimum
        Gross Savings standards, Landacorp will reimburse Customer the amount
        defined below.

3.2     Quality Performance

        Landacorp and Customer will negotiate in good faith to develop [*]
        measures of quality outcomes or performance that Landacorp will agree to
        deliver to Customer. Landacorp will refund to Customer [*] percent
        ([*]%) of its PMPM Subscription Fees for each of the clinical or
        outcomes performance measures that Landacorp fails to deliver, to an
        aggregate maximum of [*] percent ([*]%) of PMPM Subscription Fees.
        Measurement of performance in terms of this sub-paragraph of this
        agreement will be performed annually by Landacorp and reported to
        Customer together with the savings calculation (Paragraph 2.3.2 above).

3.3     Reimbursement Liability

        Landacorp will calculate Program Gross Savings according to the
        methodology defined in Section II Paragraph 2.3.1 of this Agreement.
        Landacorp will reimburse Customer, and Customer will reimburse
        Landacorp, as set forth in Section II Paragraph 3.4 below.

3.4     Limitation of Reimbursement Liability

        Landacorp's and Customer's reimbursement liability in terms of this
        Section 2 is limited as is described in the following table. Examples of
        the calculations of the reimbursement liability and payments to Customer
        and/or Landacorp are shown in Exhibit II-A.



[*]     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>

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

                                   SECTION II


<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------------------------------------
        Program Gross Savings Amount         Payment to Customer                    Payment to Landacorp
        ------------------------------------------------------------------------------------------------------------

        ------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                    <C>
        Less than Minimum Program Gross      Difference between Program Gross       $[*]
        Savings per member per month         Savings and Minimum Gross
        multiplied by the total number       Savings per member per month
        of Member Months in the Program      multiplied by the total number
        Period                               of Member Months.
        ------------------------------------------------------------------------------------------------------------

        ------------------------------------------------------------------------------------------------------------
        Greater than Minimum Gross           [*]%) of PMPM Subscription Fees        $[*]
        Savings per member per month         for each of the clinical or
        multiplied by the total number       outcomes performance measures
        of Member Months in the Program      that Landacorp fails to deliver,
        Period, but less than the Shared     to an aggregate maximum of [*]%)
        Savings Threshold per member per     of PMPM Subscription Fees
        month multiplied by the total
        number of Member Months in the
        Program Period
        ------------------------------------------------------------------------------------------------------------

        ------------------------------------------------------------------------------------------------------------
        Greater than Shared Savings          [*]%) of PMPM Subscription Fees        Difference between Program Gross
        Threshold multiplied by the          for each of the clinical or            Savings and Shared Savings
        total number of Member Months in     outcomes performance measures          Threshold multiplied by the
        the Program Period                   that Landacorp fails to deliver,       total number of Member Months
                                             to an aggregate maximum of [*]%)       multiplied by [*]%) percent.
                                             of PMPM Subscription Fees.
        ------------------------------------------------------------------------------------------------------------
</TABLE>

        Liability amounts will be increased in the second and subsequent Program
        Years by increasing the PMPM amounts by the increase in the CPI for
        calendar year 2002.

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. For the Second Program
        Period, the PMPM Subscription Fees are [*] multiplied by the total
        number of Member Months recorded for each month of the Second Program
        Period. For the Third Program Period, the PMPM Subscription Fees are
        [*] increased by the increase in the CPI for calendar year 2002,
        multiplied by the total number of Member Months recorded for each month
        of the Third Program Period. The following table shows an example of the
        PMPM Subscription Fees assuming an enrollment of [*] Covered Lives.



[*]     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>

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

                                   SECTION II


<TABLE>
<CAPTION>
                                             # OF COVERED   MONTHLY PRICE
                                               LIVES OR      PER COVERED      MONTHLY PMPM
PERIOD                                         MEMBERS     LIFE OR MEMBER   SUBSCRIPTION FEES
-----------------------------------------------------------------------------------------------
<S>                                           <C>          <C>              <C>
1.  First Program Period                          [*]            $[*]             $ [*]
    *                                             [*]            $[*]             $[*]
2.  Second Program Period
</TABLE>


4.2     PMPM Subscription Term: The PMPM Subscription Term ("Term") shall be for
        a period of twenty-four (24) months, beginning on February 1, 2002. On
        February 1, 2003, Landacorp will increase the PMPM Subscription Fees by
        the increase in CPI for calendar year 2002. Prior to the second and
        subsequent anniversaries, Landacorp and Customer will negotiate in good
        faith to agree on applicable Fees and Charges to apply during successive
        Program Years.

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.

4.5     Reimbursement Liability: Landacorp will refund to Customer a portion of
        the Customer's Total Monthly PMPM Subscription fees paid during each
        Program Period, for each Program Period in which Landacorp's Program
        Gross Savings for the Program Period is less than the Minimum Gross
        Savings. Minimum Gross Savings for each Program Period is defined as
        follows:

        First Program Period: $[*] PMPM, multiplied by the number of Member
        Months recorded in the First Program Period.

        Second Program Period: $[*] PMPM, multiplied by the number of Member
        Months recorded in the Second Program Period.

        Third Program Period: $[*] PMPM multiplied by the number of Member
        Months recorded in the Third Program Period, multiplied by the increase
        in the CPI for the First Program Year.

        In the event that Program Gross Savings is less than Minimum Gross
        Savings, Landacorp will pay to Customer the difference between Minimum
        Gross Savings and Program Gross Savings (as calculated by Landacorp
        according to paragraphs 2.3.1 and 2.3.2 above) within 30 days of
        notification to Landacorp by Customer to invoke this Guaranteed Savings
        Provision of this Agreement. Examples of the Guaranteed Savings
        calculations are shown in Exhibit II-A of this Agreement.

4.6     Shared Savings: Landacorp and Customer agree to a Shared Savings
        Threshold of [*] multiplied by the total Member Months recorded in the
        First Program Year. The Shared Savings Threshold will



[*]     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>

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

                                   SECTION II


        be increased for the Second Program Year to [*] multiplied by the CPI
        inflator multiplied by the total Member Months recorded in the second
        Program Year. Examples of the Shared Savings calculation are shown in
        Exhibit II-A of this Agreement.

        Because Program Gross Savings in excess of the Shared Savings Threshold
        will already have been realized by Customer, no savings payment will be
        due or payable by Landacorp to Customer. The savings payment due to
        Landacorp will be [*] of Program Gross Savings in excess of the Shared
        Savings Threshold for the Program Period. This amount will be due and
        payable to Landacorp within 30 days of the provision of the final
        savings calculation for the Program Period to Customer by Landacorp.



[*]     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>

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

                                   SECTION II


                                  EXHIBIT II-A

EXAMPLES:

If Program Gross Savings = $[*] PMPM

The amount of Program Gross Savings exceeds the Minimum Gross Savings in the
First and Second Program Periods. No Refund is payable to Customer by Landacorp,
except any amounts due Customer by Landacorp for not achieving Quality
Performance goals. In the Third Program Period, the reimbursement calculation
will depend on the increase in the CPI in the First Program Year. If Program
Gross Savings exceeds the Minimum Gross Savings for the Third Program Period,
then no refund is payable to Customer by Landacorp, except any amounts due
Customer by Landacorp for not achieving Quality Performance goals

The amount of Program Gross Savings is below the Shared Savings Threshold;
therefore no additional payment is due to Landacorp by Customer.

IF PROGRAM GROSS SAVINGS = $[*] PMPM

Landacorp will refund to the Customer as follows:

First Program Period: No reimbursement is payable. ($[*] PMPM exceeds $[*]
PMPM), except any amount due Customer by Landacorp for not achieving Quality
Performance goals.

Second Program Period: $[*]. Landacorp will refund to Customer $[*] PMPM
multiplied by the number of Member Months in the Program Period.

Third Program Period: $[*] PMPM (increased by CPI) - $[*] PMPM. Landacorp will
refund to Customer the difference in PMPMs multiplied by Member Months in the
Program Period.

In all periods, Program Gross Savings do not exceed the Shared Savings Threshold
so no payment is due to Landacorp by Customer.

IF PROGRAM GROSS SAVINGS = $[*] PMPM

In all Program Periods, the amount of Program Gross Savings exceeds the Minimum
Gross Savings, and no amount is due by Landacorp to Customer, except any amounts
due Customer by Landacorp for not achieving Quality Performance goals.

        -       Shared Savings Threshold = $[*] PMPM

        -       Program Gross Savings -- Shared Savings Threshold = $[*] - $[*]
                = $[*]PMPM



[*]     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>

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

                                   SECTION II


        -       Amount of Program Gross Savings exceeds the Shared Savings
                Threshold in all Three Periods.

        -       Shared Savings Calculation:

                -       [*]% of $[*].PMPM = $[*] PMPM paid to Landacorp by
                        Customer

                -       [*]% of $[*] plus[*]% of $[*] PMPM = $[*] PMPM retained
                        by Customer, plus any amounts due Customer by Landacorp
                        for not achieving Quality Performance goals.



[*]     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>

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

                                   SECTION III


                    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>

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

                                   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 (1/2) 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.



<PAGE>

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

                                   SECTION III


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 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.



<PAGE>

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

                                   SECTION III


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 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>

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

                                   SECTION III


                                  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
                9AM until 8PM 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>

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

                                   SECTION III


                -       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>

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

                                   SECTION III


                                  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 LIFEGUARD
INSURANCE CO.                           LANDACORP, INC.

Signature:                              Signature:
          --------------------------              ------------------------------

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

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

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



<PAGE>

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

                                   SECTION IV


                     IV. PREREQUISITE SOFTWARE AND DATA SETS

Description of Software or Data Set                Agreement Type

Software

NONE



<PAGE>

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

                                   SECTION V


                            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>

                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT

                                   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 nonconfidential 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>

                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT

                                   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.

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



<PAGE>

                                 LANDACORP, INC.
            FIRST AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT

                                   SECTION VI


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:
     -------------------------------         -----------------------------------




</TEXT>
</DOCUMENT>
