CORE INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>a2048677zex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into as of
March 29, 2001, between CORE, INC., a Massachusetts corporation (hereinafter
called "CORE" or the "Company"), and Craig Horton of Los Angeles, California
(hereinafter called "Executive").

         WHEREAS, Executive is presently an employee and officer of CORE;

         WHEREAS, pursuant to the terms and conditions of that certain Agreement
and Plan of Merger (the "Merger Agreement"), among the Fortis, Inc., a Nevada
corporation ("Fortis"), Core Merger Sub, Inc., a Massachusetts corporation
("Merger Corp.") and the Company, dated as of March ___, 2001, the Company will
become a wholly owned subsidiary of Fortis; and

         WHEREAS, Executive had entered into an Employment Agreement with the
Company dated July 15, 1999, as amended by amendment dated as of January 18,
2001 (collectively, the "Original Agreement"); and

         WHEREAS, in connection with the Merger Agreement, CORE and Executive
each desire to enter into this Amended and Restated Employment Agreement
concerning Executive's continuing employment with CORE, as a subsidiary of
Fortis;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt of which
is acknowledged by both parties hereto, the Company and Executive agree as
follows:

         1. EMPLOYMENT. The Company will employ Executive and Executive will
serve the Company as the Company's Executive Vice President, National Accounts.
Absent consent of Executive, Executive's primary place of employment shall be
within 50 (fifty) miles of 6601 Center Drive, West, Los Angeles, CA 90045, save
in the event that both (1) no active Company facility with employees other than
Executive remains within this area and (2) Executive's duties cannot effectively
and at reasonable cost be performed from his home and such locations to which he
may be required to travel.

         1.A EFFECTIVE DATE. The terms and conditions set forth in this
Agreement, while binding upon the parties hereto, shall become effective only
upon the Closing, as such term is defined in the Merger Agreement, such date
being hereinafter referred to as the "Effective Date" of this Agreement. In the
event the Merger Agreement is terminated for any reason, Executive will remain
subject to the terms and conditions set forth in the Original Agreement.

         2. DUTIES. Executive shall report to the President or one of the
co-Presidents of the Company (henceforth the "President" or "co-President").
Executive in conjunction with other executives of the Company shall be
responsible for the day to day business, operations and affairs of the Company.
Executive's duties shall include duties consistent

<PAGE>

with the office of Executive Vice President, National Accounts, which duties
shall generally include development, implementation and oversight of Company
policies and practices governing marketing, product development, and customer
service as it relates to large employer clients. In the performance of his
duties, Executive shall not be required to travel greater than 50 driving
miles from his place of employment more than 25 days per calendar quarter.
The Company will support educational and professional society participation
of Executive by reimbursing tuition and such other expenses as are provided
by Company personnel policies, up to Fifteen Thousand Dollars ($15,000) per
year, in connection with programs that are related to the businesses of the
Company. The Company will make reasonable efforts to allow Executive to plan
and perform his schedule so as to allow participation in such developmental
activities. Company personnel policies will determine the extent to which and
circumstances in which this participation is regarded as Company-sponsored
work and compensated as such.

         3. TERM. The term of Executive's employment hereunder shall be for the
period beginning on the Closing, and ending December 31, 2002 (said period, as
it may be extended in accordance with the terms of this Agreement, being the
"Term"). Thereafter, the Term of this Agreement shall be extended automatically
for an additional period of twelve months, unless pursuant to Section 8, written
notice of intent not to extend (which shall be taken to be written notice to
terminate) is delivered by either party no less than thirty (30) days prior to
the scheduled end of the initial or subsequent Term. Notwithstanding the
scheduled termination date or extensions thereof, this Agreement is subject to
earlier termination as set forth in Section 8 hereof.

         4. COMMITMENT OF EXECUTIVE. During the Term, Executive shall be
employed by the Company on a full-time basis, and Executive shall not perform
work for compensation (except for reimbursement of reasonable expenses approved
by the Company) within the industries in which CORE, any of CORE's subsidiaries,
or FBIC are active for any person or entity other than the Company without first
obtaining the prior written consent of the President or co-President as
applicable.

         5. COMPENSATION.

                  (a) SALARY. Commencing on the Effective Date, the Company
agrees to compensate Executive at the rate of not less than Two Hundred Sixty
Thousand Dollars ($260,000) per annum (a "Base Salary"). Executive's Base Salary
shall not be reduced without Executive's consent. Executive shall be eligible
for annual salary reviews, with any increase provided by the Company to take
effect at the time determined by Company personnel policies for such increases.
The first such review will take place at the time above referenced during the
initial Term, with additional reviews on an annual basis thereafter. The
decision to award an increase or not, as well as the size of any increase
awarded, will be made by the President or co-President as applicable, based on
the usual criteria applicable to such decisions.

                  (b) PAYROLL POLICIES. Executive's compensation shall be paid
in installments pursuant to the Company's personnel policies, as they may be
amended from


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<PAGE>

time to time, less any applicable federal, state or local payroll tax
deductions incident on Executive, as well as any voluntary reductions
available under the Company's personnel policies and elected by Executive.

                  (c) BONUSES. Within Ninety (90) days of Closing, the President
or co-President to whom Executive reports shall determine, following discussion
with Executive, the goals and related metrics, whether of business or personal
performance, for inclusion in Executive's new bonus plan for 2001, which will
replace the pre-Closing 2001 CORE executive bonus plan. The bonus plan will be
amended and restated by the President or co-President in the first quarter of
each subsequent calendar year, with performance measures on an annual basis.

                  Executive's initial and subsequent bonus plans will provide
that performance at a 1.0 weighted average score (the range of each metric to
run from 0.00 to 2.00) shall result in an annual bonus of 40% of Executive's
Base Salary as in effect on December 31 of the year in question (the "Target
Bonus"). The initial plan, however, because it is for a partial year, will be
devised either to prorate the 40% target for the partial year, or to offset
amounts paid Executive under the pre-Closing 2001 CORE executive bonus plan, at
the discretion of the President or co-President, with metrics appropriate to
such choice.

                  At the end of any year, decision as to the score determined
for Executive on each of the metrics included in that year's bonus plan shall be
made by the President or co-President, consistent with his understanding of the
metrics selected and their appropriate measurement. Other qualifying conditions
for payment of the annual bonuses, as well as the dates of payment, shall be
consistent with Company personnel policies concerning the annual bonus program
available to employees generally. Such conditions may include that Executive
must be employed by the Company on the scheduled payment date in order to
qualify for payment.

         6. ETHICAL CONDUCT. Executive agrees to adhere to all recognized
professional ethics and customs, and to avoid all actions or conduct that
injures, directly or indirectly, the professional standing and reputation of the
Company, any of the Company's Affiliates as hereinafter defined, or their
employees. Executive represents and warrants he is free to enter into this
Agreement and that there are no employment contracts, restrictive covenants or
other obligations preventing full performance of his duties hereunder.

         7. FRINGE BENEFITS.

                  (a) VACATION. Executive shall be entitled to a vacation period
without loss of compensation pursuant to the Company's personnel policies, as
they may be amended from time to time, provided that in no event shall Executive
be accorded fewer than twenty-five (25) business days of vacation in any
calendar year. In the event that Executive's employment is terminated for any
reason prior to the expiration of a complete calendar year, the vacation period
to which he is entitled shall be prorated in accordance with the Company's
policies, and he shall receive payment based on the daily rate of his


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Base Salary on account of any unused vacation days. Executive shall be
entitled to carry over from year to year the amount of vacation time allowed
by the Company's personnel policies, except that Executive in no event shall
be entitled to carry over more than ten (10) days of unused vacation per year
unless such excess carryover is required by state law.

                  (b) HOLIDAYS. In addition to his vacation time, Executive
shall be entitled without loss of compensation to those holidays and floating
holidays to which employees of the Company are entitled under the personnel
policies of the Company.

                  (c) HEALTH CARE AND INSURANCE COVERAGE. During the Term,
Executive shall be offered a health care and other benefit package consistent
with benefits available to other Company executives and employees in Executive's
location, under personnel policies as now in effect, and as modified hereafter.

                  (d) DISABILITY BENEFITS. If Executive is unable to work in his
position as Executive Vice President, National Accounts, on account of illness
or accidental injury, the Company agrees to continue Executive's Base Salary
(offset by the gross amount of any amounts payable under a Company-sponsored
disability or salary continuation program or programs) and fringe benefits for a
period at least equal to the number of days required to satisfy the qualifying
period for benefits under the long-term disability policy sponsored by the
Company and then in effect).

                  (e) OTHER FRINGE BENEFITS. Executive shall be entitled to
additional fringe benefits consistent with the personnel policies of the
Company. Executive is entitled to continue to receive travel allowance in the
amount of $500 per month during the term of this agreement, for so long as he is
required to travel frequently between Irvine and Los Angeles.

         8. TERMINATION OF AGREEMENT.

                  (a) CAUSE. Executive's employment hereunder may be terminated
by the Company for "Cause". For the purpose of this Agreement, "Cause" means:

                           (i)      willful breach or habitual neglect of the
                                    duties Executive is required to perform
                                    hereunder which are not cured by Executive
                                    within 30 days of written notice from the
                                    Company of such breach or neglect;
                           (ii)     any illegal act by Executive injurious to
                                    the business or reputation of the Company or
                                    any of its Affiliates;
                           (iii)    Executive's engagement in gross misconduct
                                    injurious to the business or reputation of
                                    the Company or any of its Affiliates;
                           (iv)     Executive's conviction of any crime which
                                    constitutes a felony in the jurisdiction
                                    committed (whether or not involving the
                                    Company or any of its Affiliates); or


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<PAGE>

                           (v)      a material breach by Executive of any
                                    material provision of this Agreement which
                                    is not cured by Executive within 30 days of
                                    written notice from the Company of such
                                    breach or neglect.

         If the Company desires to terminate Executive's employment hereunder
for Cause, the Company shall give Executive written notice of the termination
date, which may be immediate, and shall specify in said notice the termination
provision of the Agreement and the factual basis upon which the termination
action is based.

         (b) DISABILITY. Executive's employment hereunder may also be terminated
at the election of the Company in the event that Executive is disabled from
performing his duties hereunder for a period of at least one hundred eighty
(180) continuous days (or such longer period as may be required to satisfy the
qualifying period for benefits under the long-term disability policy sponsored
by the Company and then in effect) during the Term. In the event Executive's
employment is terminated by the Company because of such a disability of
Executive, the Company shall give Executive notice of a termination date, which
shall not be less than thirty (30) days subsequent to the date of the notice,
and Executive's employment hereunder shall terminate on the termination date as
so established by the Company.

         (c) DEATH. Executive's employment hereunder shall terminate
automatically upon the death of Executive.

         (d) EFFECT OF TERMINATION FOR CAUSE, DISABILITY OR DEATH. If
Executive's employment terminates pursuant to Section 8(a), 8(b), or 8(c), the
Company shall pay Executive his Base Salary, accrued but unpaid holiday pay, and
accrued and unused vacation time through the date of termination of Executive's
employment at the rate or rates then in effect, and the Company shall have no
further obligations to Executive under this Agreement, except for benefits
expressly provided in Section 8(d) and for continuation of benefits required of
the Company by applicable law.

         (e) TERMINATION WITHOUT CAUSE; SEVERANCE. CORE may terminate
Executive's employment without cause or elect not to extend the Term hereof by
giving written notice to Executive at least thirty (30) days prior to the
termination date, in which event Executive's employment hereunder shall
terminate and Executive shall be entitled to the following payments:

                  (i)      all amounts accrued and unpaid to Executive through
                           the termination date, including any Base Salary,
                           accrued but unpaid holiday pay, and accrued but
                           unused vacation time; and
                  (ii)     severance payments comprising Base Salary and health
                           care coverage continuing for twelve (12) months from
                           the date of termination. To the extent that such
                           health care coverage cannot by its terms be
                           continued, Base Salary during the severance period
                           shall be increased on a grossed-up basis (for the
                           effects of federal and


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<PAGE>

                           applicable state and local income taxes) to
                           compensate Executive for the actual premium costs of
                           obtaining such coverage under COBRA or comparable
                           coverage under non-group insurance, if less.
                           Payments under this Section 8(e) shall be made
                           on a schedule consistent with CORE's payroll policies
                           and shall be subject to applicable tax deductions and
                           withholdings.

         Notwithstanding the requisite thirty (30) day notice period, the
Company may elect to have Executive cease providing services hereunder either
immediately or at another date prior to the termination date, provided the
Company pays Executive those amounts required in Section 8(e)(i) through (ii)
above.

         If Executive's employment is terminated by CORE without cause pursuant
to Section 8(e) hereof within twelve (12) months of the Effective Date of this
Agreement, then the phrase "twelve (12) months from the date of termination." in
Section 8(e)(ii) shall be revised to read "eighteen (18) months from the date of
termination (provided such payments shall be reduced to reflect any salary,
consulting fees or other compensation received by Executive for services
rendered after one (1) year from the termination date and further provided,
Executive shall timely report to CORE any such compensation)."

         (f) VOLUNTARY TERMINATION FOR GOOD REASON. Executive may terminate
Executive's employment for Good Reason by giving written notice to the President
or co-President at least thirty (30) days prior to the termination date, and
specifying the events or circumstances that Executive believes constitute Good
Reason. Within ten (10) business days following the President's or
co-President's receipt of Executive's notice of termination pursuant to this
clause (f), the President or co-President, on behalf of the Board of Directors
of CORE, may (as the exclusive remedy for contesting the existence of Good
Reason) give Executive notice stating that CORE does not agree that Good Reason
exists, in which event the existence or non-existence of Good Reason shall be
determined by arbitration under Section 11 below. If CORE does not contest the
existence of Good Reason, or if it is decided in arbitration pursuant to Section
11 that Good Reason existed, Executive shall be entitled to the following
payments:

                  (i)      all amounts accrued and unpaid to Executive through
                           the termination date, including but not limited to
                           unpaid Base Salary, earned but unpaid bonuses (if
                           any), accrued but unpaid holiday pay, and accrued but
                           unused vacation time); and
                  (ii)     severance payments comprising Base Salary and health
                           care coverage continuing for twelve (12) months from
                           the date of termination. To the extent that such
                           health care coverage cannot by its terms be
                           continued, Base Salary during the severance period
                           shall be increased on a grossed-up basis (for the
                           effects of federal and applicable state and local
                           income taxes) to compensate Executive for the actual
                           premium costs of obtaining such coverage under COBRA
                           or comparable coverage under non-group insurance, if
                           less. Payments under this Section 8(e) shall be made
                           on a schedule


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<PAGE>

                           consistent with CORE's payroll policies and shall be
                           subject to applicable tax deductions and
                           withholdings.

         Following the receipt by the President or co-President of Executive's
notice of termination, CORE may elect to have Executive cease performance of
services hereunder either immediately or at another date prior to the
termination date, in which event the termination date shall be the earlier of
thirty (30) days from such receipt or the termination date set forth in
Executive's notice of termination.

         If CORE contests the existence of Good Reason, it shall nonetheless pay
the amounts required in Section 8(f)(i) above pending the outcome of
arbitration. If it is decided in arbitration pursuant to Section 11 that Good
Reason did not exist, Executive's termination shall be considered a voluntary
termination without Good Reason and amounts paid under Section 8(f)(i) shall be
satisfaction in full for amounts due under Section 8(g).

         (g) VOLUNTARY TERMINATION WITHOUT GOOD REASON. Executive may terminate
Executive's employment without Good Reason by giving written notice to the
President or co-President at least thirty (30) days prior to the termination
date, in which event Executive shall be entitled solely to the amount set out in
Section 8(f)(i) above and not to amounts or benefits indicated in Section
8(f)(ii).

         Following the President's or co-President's receipt of Executive's
notice of termination, CORE may elect to have Executive cease providing services
hereunder either immediately or at another date prior to the termination date,
in which event the termination date shall be the earlier of the termination date
set forth in Executive's notice of termination, or the first scheduled work day
following the last day for which the Company elected to have Executive work.

         (h) GOOD REASON. "Good Reason" means the occurrence (without
Executive's express written consent) of any of the following events or
circumstances, unless such event or circumstance is corrected by CORE prior to
the later of the date of termination specified in the notice of termination
given by Executive in respect thereof or thirty (30) days from the date of
receipt of such notice:

                  (i)      the assignment to Executive of any duties
                           inconsistent with Executive's status as the Executive
                           Vice President, National Accounts, of CORE, a
                           alteration in the nature or status of Executive's
                           title with CORE and his responsibilities for the day
                           to day business, operations and affairs of CORE, as
                           set forth in Sections 1 and 2, or a diminution in
                           Executive's authority with respect to CORE; or
                  (ii)     any material breach by CORE of any material provision
                           of this Agreement that is not cured within the
                           earlier of the time specified for such cure in the
                           related Section of this Agreement or thirty (30) days
                           from the date of notice by Executive to the President
                           or co-President alleging that a material breach has
                           occurred and specifying


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<PAGE>

                           the nature of the breach and the provision of this
                           Agreement alleged to have been breached.
                  (iii)    Not withstanding the foregoing, any of the following
                           shall be deemed to be Good Reason.
                                    o   Change of Executive's primary place
                                        of employment to a location more
                                        than fifty (50) miles from 6601
                                        Center Drive, West, Los Angeles, CA
                                        90045, save under the circumstances
                                        contemplated in the exception to
                                        this requirement in Section 1.
                                    o   Change from a direct reporting
                                        relationship to the President or
                                        co-President.
                                    o   Failure to cure a breach of this
                                        Agreement after Company having been
                                        provided with thirty (30) day of
                                        advance written notice of such
                                        breach.

         (i) RIGHT TO REVOCATION. Should the Company or, if the matter proceeds
to Arbitration, the Arbitrator determine that the stated reason of the executive
does not constitute Good Reason, then Executive shall have the right to revoke
his termination notice and return to employment under the terms of this
Agreement within the later of 30 days from receiving such notice from the
Company or Arbitrator whichever is later. Any time without pay would then be
deemed to be an authorized leave of absence without pay.


         9. COVENANT NOT TO COMPETE; NON-SOLICITATION; CONFIDENTIAL INFORMATION.

         (a) In consideration of and as an inducement to the Company to enter
into this Agreement, Executive shall not, for a period commencing on the
Effective Date of this Agreement and ending on the date through which severance
payments of Base Salary are due pursuant to Section 8(e) or 8(f) above (such
later date being referred to as the "Covenant End Date"), serve, directly or
indirectly, as an operator, owner, partner, consultant, independent contractor,
officer, director, sole proprietor or employee of any firm, company, corporation
or entity (other than the Company and its Affiliates) which is engaged within
the geographical area of the United States in competition with the businesses of
CORE or any of its Affiliates. However, in the event that Executive is serving
in such fashion, but for a unit or division of such firm, company, corporation
or entity which is not engaged within the geographical area of the United States
in competition with the business of the Company or any of its Affiliates, then
such service shall not violate this Agreement.

         (b) Executive agrees that for a period commencing on the Effective Date
of this Agreement and ending on the Covenant End Date:

                  (i)      Executive will not directly or indirectly solicit,
                           hire or attempt to hire for any purpose whatsoever
                           (whether as an employee, consultant, advisor,
                           independent contractor or otherwise) any employee or
                           consultant of the Company or any of its Affiliates or


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<PAGE>

                           any person who was an employee or consultant of any
                           such corporation or corporations within the twelve
                           (12) months prior to Executive's initial
                           solicitation, hiring, or initial attempt to hire such
                           person (and will use best efforts to prevent any
                           subsequent employer of Executive or related entity or
                           person from taking any such actions);
                  (ii)     Executive will not induce or attempt to induce any
                           customer, client, supplier, licensee or other
                           business relation of the Company or any of its
                           Affiliates to cease doing business with the Company
                           or any of its Affiliates or in any way interfere with
                           the relationship or potential relationship between
                           any such customer, client, supplier, licensee or
                           business relation, and the Company or any of its
                           Affiliates; and
                  (iii)    Executive shall not solicit or attempt to solicit, or
                           accept business from, any entity which at any time
                           during the twelve month period prior to the date of
                           termination of Executive's employment with the
                           Company, was a client or customer of the Company or
                           any of its Affiliates for the purpose of doing
                           business with such client or customer in matters that
                           compete with the business of the Company or any of
                           its Affiliates. For the purpose of this covenant, the
                           clients and customers of the Company or any of its
                           Affiliates shall include those entities with which
                           the Company or any of its Affiliates had held
                           discussions or negotiations concerning services of
                           the Company or any of its Affiliates.

                  (c) PUBLICLY-HELD STOCK. Nothing herein contained shall
prevent Executive from holding or making an investment in:

                  (i)      securities listed on a national securities exchange
                           or sold in the over-the-counter market, provided that
                           such investments do not exceed in the aggregate five
                           percent (5%) of the issued and outstanding capital
                           stock of a corporation which is a competitor of the
                           Company or any of its Affiliates within the meaning
                           of this Section; or
                  (ii)     interests in a mutual fund or other pooled investment
                           vehicle in which Executive has less than a five
                           percent (5%) interest.

         (d) CONFIDENTIAL INFORMATION. Executive has previously executed and
delivered to CORE the Company's standard non-disclosure agreement with respect
to confidential information. Executive hereby re-affirms all his obligations
pursuant to the Company's standard non-disclosure agreement in the form attached
hereto as EXHIBIT A, which is hereby made a part of this Agreement.

         (e) INJUNCTIVE RELIEF. Without intending to limit the remedies
available to the Company or any of its Affiliates, Executive acknowledges that a
breach of any of the covenants contained in this Agreement could result in
material irreparable injury to the Company or any of its Affiliates for which
there might be no adequate remedy at law, and that, in the event of such a
breach or threat thereof, the Company or any of its Affiliates


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shall be entitled to obtain a temporary restraining order and/or a
preliminary and permanent injunction restraining Executive from engaging in
any activities prohibited by this Agreement or such other equitable relief as
may be required to enforce specifically any of the covenants of this
Agreement.

         (f) REASONABLENESS OF RESTRICTIONS. The parties are of the view that
the restrictions placed on Executive herein, in the light of all the
circumstances are reasonable as to scope, period of time and geographical area.
Nevertheless, it is the intent of the parties that this Agreement be enforceable
and restrict Executive's activities only to the extent permitted by law.
Accordingly, in the event that any provisions in this Agreement shall be
determined by arbitrators or by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time over too
large a geographic area or range of activities, it shall be interpreted to
extend only over the maximum period of time, geographic area or range of
activities as to which it may be enforceable.

         (g) DEFINITION OF "AFFILIATE." For the purposes of this Agreement,
"Affiliate" with respect to CORE shall mean FBIC and all direct and indirect
subsidiaries of CORE, as well as operating divisions of CORE at Closing or as
subsequently added.

         10. AVAILABILITY OF RECORDS. During the Term of this Agreement and for
a one (1) year period after any termination hereof, the Company agrees to make
available to Executive, his executors, administrators or heirs, for inspection
on the premises of the Company during normal working hours, copies of any
records relating to activities while employed by the Company and which relate to
any rights or benefits to which Executive was entitled at the time of his
termination of employment. However, upon the termination of this Agreement,
Executive shall not be entitled to retain any records or charts of the Company
or any of its Affiliates in his possession.

         11. ARBITRATION. Any controversy or claim arising under or relating to
this Agreement, or breach therefor, shall be settled by arbitration in Jackson
County, Missouri in accordance with the rules of the American Arbitration
Association as in effect from time to time. Judgment upon the award rendered may
be entered in any court having jurisdiction thereof.

         Notwithstanding anything contained in this Section 11, Executive agrees
that, in the event of any actual or threatened breach by Executive of his
undertakings in Section 9, the Company or any of its Affiliates shall be
entitled to immediate temporary injunctive and other equitable relief awarded in
or in addition to the arbitration as provided herein, which arbitration need not
have occurred at the time such relief is sought.

         The provisions of this Agreement shall survive the termination of this
Agreement or of Executive's employment hereunder to the fullest extent required
to give effect to the rights and obligations of the parties, including but not
limited to the provisions of Sections 8, 9, 10 and 11 hereof that are to be
observed, carried out or performed after such termination.


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<PAGE>

         12. ASSIGNABILITY. This Agreement shall inure to the benefit of the
successors and assigns of the Company. However, this Agreement is personal to
Executive, and he may not assign any of his rights or obligations hereunder.

         13. AMENDMENTS. No amendment of or variation in the terms of this
Agreement shall be valid unless made in writing and signed by Executive and a
duly authorized representative of the Company.

         14. NOTICES. Any notice required or permitted under this Agreement
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) if by delivery in person, or by overnight delivery,
facsimile, telegram or other standard form of telecommunications, or certified
or registered mail, postage prepaid, return receipt requested, to the President
(or co-President if applicable) at his or her last known business address, with
a copy to the last known home office of the Company (in the case of the
President, co-President, or the Company), or to the last known personal address
of the Executive (in the case of Executive).

         15. RULES OF CONSTRUCTION; HEADING AND VALIDITY. This Agreement shall
be constructed in accordance with the laws of Massachusetts.

         The headings contained in this Agreement are for reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.

         If any provision of this Agreement or portion of such provision, or the
application thereof under any circumstances, is held invalid by final
arbitrator's award or by a court of competent jurisdiction, the remainder of
this Agreement (or the remainder of such provision) and the application thereof
under other circumstances shall not be affected by such partial invalidity.

         In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted by all the parties
hereto. No presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provisions of this Agreement.

         In the event of any inconsistency between this Agreement and Company
personnel policies, the terms and provisions of this Agreement shall apply and
control.

         16. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties hereto pertaining to the subject matter hereof and, when
effective, supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written of the parties, and there are no
warranties, representations or other agreements between the parties in
connection with the subject matter hereof, except as are specifically


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<PAGE>

set forth herein. Except as otherwise provided by this Agreement, no
supplement, modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.

         IN WITNESS WHEREOF, the parties to this Agreement have caused the same
to be executed as of the date first above written.
                                   CORE, INC.
                                   ("Company" or "CORE")


                                   By:    /s/ George C. Carpenter IV
                                       ------------------------------------
                                   Name: George C. Carpenter IV
                                   Title: Chairman and CEO

                                     /s/ Craig C. Horton
                                   ----------------------------------------
                                   Name: Craig C. Horton
                                            ("Executive")


Exhibit A - Company Non-Disclosure Agreement



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</TEXT>
</DOCUMENT>
