S-1/A

As filed with the Securities and Exchange Commission on May 24, 2002

Registration No. 333-66540            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PLANVISTA CORPORATION

(Exact name of registrant as specified in charter)

Delaware	6411	13-3787901
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4010 Boy Scout Blvd., Suite 200

Tampa, Florida 33607

(813) 353-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Phillip S. Dingle

Chief Executive Officer

PlanVista Corporation

4010 Boy Scout Blvd., Suite 200, Tampa, Florida 33607

(813) 353-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

David C. Shobe, Esq. Olga M. Pina, Esq. Fowler White Boggs Banker P.A. 501 East Kennedy Blvd., Suite 1700 Tampa, Florida 33602 (813) 228-7411 Howard B. Adler, Esq. Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5306 (202) 955-8500

Approximate date of commencement of proposed sale to the public:    as soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨  _______

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨  _______

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨  _______

If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box.     ¨

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities Proposed to be Registered and Sold	Proposed Maximum Offering Price (1)	Amount of Registration Fee
Common stock, par value $.01 per share(2)	—	—
Underwriters’ warrants	—	—
Common stock underlying the underwriters’ warrants (3)	—	—
Total	$60,000,000	$5,520(4)

(1) Such amount represents the aggregate offering price of the securities registered hereunder to be sold by the Registrant and the exercise price of any securities issuable upon exercise of warrants. These figures are estimates solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2) Includes shares of common stock to be offered and sold by the Registrant and selling stockholders and shares of common stock subject to an option granted to the underwriters solely to cover over-allotments, if any. See “Underwriting.”

(3) Pursuant to Rule 416, the number of shares of common stock issuable upon exercise of the underwriters’ warrants is subject to adjustment in accordance with the anti-dilution provisions of such warrants.

(4) $835 of which is being paid in connection with this filing, $2,672 of which was previously paid in connection with the initial filing and $2,013 of which is on account.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 24, 2002

PROSPECTUS

            Shares

Common Stock

This is a public offering of common stock of PlanVista Corporation. We are offering for sale an aggregate of              shares of our common stock and certain of our existing stockholders are offering for sale an aggregate of 1,363,821 shares of our common stock under this prospectus in a firm commitment underwriting. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders. Our common stock trades on the New York Stock Exchange under the ticker symbol “PVC.” The last reported sales price of our common stock on the New York Stock Exchange on May 23, 2002 was $3.75 per share.

Investing in our common stock involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning at page 12 of this prospectus before buying shares of our common stock.

	Per Share	Total
Public offering price
Underwriting discounts and commissions*
Proceeds, before expenses, to us
Proceeds, before expenses, to selling stockholders

*See “Underwriting” on page 68 for a description of the underwriters’ compensation.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted an over-allotment option to the underwriters. Under this option, the underwriters may elect to purchase a maximum of              additional shares of our common stock from us within 30 days following the date of this prospectus to cover over-allotments, if any.

We expect the shares of our common stock will be ready for delivery to purchasers on or about             , 2002.

FRIEDMAN BILLINGS RAMSEY

The date of this prospectus is             , 2002

[Artwork to be filed by amendment]

Table of Contents

	Page
Special Note Regarding Forward-Looking Statements	i
Prospectus Summary	1
Recent Events Affecting This Offering	9
Risk Factors	12
Use Of Proceeds	21
Dividend Policy	22
Price Range Of Common Stock	22
Capitalization	23
Selected Consolidated Financial Information	25
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	27
Business	38
Management	48
Certain Relationships And Related Transactions	57
Principal And Selling Stockholders	58
Description Of Capital Stock	61
Shares Eligible For Future Sale	67
Underwriting	68
Legal Matters	70
Experts	70
Where You Can Find More Information	70
Index to Consolidated Financial Statements	F-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The use of the words “believe,” “expect,” “anticipate,” “intend,” “plans,” “estimate,” “assume,” “projects,” “should,” “could,” “may,” and other similar expressions, or their negations, generally identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to business strategy and prospects, industry trends and changes, continued acceptance and growth of our business, dependence on significant customers, future capital expenditures, sources and availability of capital and governmental regulations and their effect on us and our competition. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information.

When considering the forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. You should exercise caution in interpreting and relying on, and should not place undue reliance on, forward-looking statements, which reflect our management’s views as of the date of this prospectus and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and could materially affect our actual results, performance or achievements. Some of the factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the matters discussed under the caption “Risk Factors.”

We caution you that, while forward-looking statements reflect our good faith beliefs, these statements are not guarantees of future performance, results, levels of activity or achievements. Neither we nor any other person assumes responsibility for the accuracy and completeness of these statements. In addition, we disclaim any obligation to publicly update or revise any forward-looking statement after the date of this prospectus, whether as a result of new information, future events or otherwise.

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PROSPECTUS SUMMARY

This summary highlights information more fully described elsewhere in this prospectus and may not contain all the information that may be important to you. You should read the entire prospectus carefully, including the consolidated financial statements and related notes and other financial data included in this prospectus, before making an investment decision. You should also carefully consider the information set forth under “Risk Factors” beginning on page 12. In addition, some statements include forward-looking statements that involve risk and uncertainties. See “Special Note Regarding Forward-Looking Statements” on page i. Except as otherwise noted, all information in this prospectus assumes that the underwriters’ over-allotment option is not exercised.

As used in this prospectus, “we,” “us,” “our,” “our company” and “PlanVista Corporation” mean PlanVista Corporation and our subsidiaries, unless the context indicates otherwise.

PLANVISTA CORPORATION

Who We Are

We are a publicly traded preferred provider network, or PPO network, and technology-enabled network management company. We provide healthcare payers access to our nationwide PPO “network of networks”, which offers discounts on medical services that fall outside of a payer’s primary network. The technology-enabled platform that we have developed for our PPO network provides claims repricing and claims and data management services to our healthcare payer, PPO and provider customers. These customers include insurance carriers, self-insured employers, third party administrators and other entities that pay claims on behalf of health plans, as well as PPOs and participating healthcare service providers.

Our PPO network, known as NPPN, is comprised of regional and local networks with which we contract and includes more than 400,000 physicians, 4,000 acute care hospitals and 55,000 ancillary care providers, making us one of the largest PPO networks in the United States based on the number of participating healthcare providers. As of March 31, 2002, we had approximately 750 payer customers located throughout the country with 2.0 million estimated members.

Prior to 2002, NPPN accounted for all of our revenue. In 2001, we launched our PayerServ and PlanServ business units to exploit the automated claims repricing and provider data management platform that we developed for our NPPN network. PayerServ, which supports health insurance carriers, third party administrators and self-insured employers, uses this platform to address the cumbersome task of moving, tracking and repricing healthcare claims among a number of PPO networks with which a payer has contracts. PlanServ uses the same platform to support primary PPO networks that lack the in-house capabilities to develop their own automated claims handling and repricing systems or to efficiently manage the provider data necessary to provide network access.

PayerServ and PlanServ offer a suite of medical cost containment services designed to offer payers and PPO networks expense savings and revenue enhancement opportunities through the outsourcing of electronic claims repricing, network database administration, claims data management, mailroom and paper claim conversion, web hosting and management reporting. We believe that the current lack of in-house expertise on the part of most healthcare payers and PPOs and the predominantly manual nature of the network claims repricing and management processes prevalent in the industry today create a strong demand for the types of outsourced services that we offer.

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How We Earn Revenues

NPPN

Our revenue has historically been generated by NPPN and consists primarily of a percentage of savings based on the discount that our network is able to pass along to a payer customer. In our industry, this is called a “percentage of savings” revenue model. Providers contract with and offer discounts to primary networks in an effort to generate patient flow and ensure prompt payment for services. NPPN offers its network to payers as an additional network that is intended to contain costs when an insured obtains medical services from a provider outside of the primary network of the payer. When a provider bills a payer for medical services that fall within the NPPN network, we electronically review the bill and reprice it to conform to our network pricing agreement, which is typically lower than the invoiced amount. We earn a percentage of the savings, which is generally between 18% and 20% of the discount.

Approximately 10% of our revenue in 2001 was derived from payers using NPPN as a primary network. With respect to primary network revenues, we receive a flat fee per month based on the number of enrolled members as opposed to a percentage of savings. We can also customize our per employee per month and percentage of savings models depending on payer requirements.

PayerServ and PlanServ

We derive our PayerServ and PlanServ revenue from claims repricing and claims and network data management services on a per claim basis, with the amount charged per claim based on estimated annual claim volume. We believe this pricing model differentiates us from our competitors, who generally require customers to invest in significant up-front network loading and implementation fees. PayerServ and PlanServ were launched in 2001 and accounted for approximately 5% of our revenue for the quarter ended March 31, 2002.

Market Outlook and Opportunities

We have identified several trends and opportunities in the healthcare industry, which we believe are driving increased demand for our NPPN network and for technology-enabled, outsourced claims repricing services:

NPPN Opportunities

• Rising Employer Healthcare Costs.    Based on a 2001 survey of more than 2,800 employers conducted by William M. Mercer, Incorporated, employer-sponsored health benefit costs rose 6.6% in 2000 and 12.1% in 2001. Based on the same survey, average healthcare costs per employee rose from $4,097 in 1999 to $4,430 in 2000 and to $5,162 in 2001, and are forecasted to increase an additional 12.8%, or $761 per employee, in 2002. We believe that our percentage of savings revenue model will be increasingly attractive to payers seeking to control costs for their customers. We also believe that our technology-based approach to claims processing enables our payer customers to realize efficiencies that lower their costs.

• PPO Networks are Growing.    According to the Mercer survey, enrollments for both PPOs and HMOs were 32% of the total enrollment in employer-sponsored plans in 1997. The American Association of Preferred Provider Organizations reports that, in 2001, PPOs across the country represented the healthcare needs of nearly 107 million Americans, representing 44% of total enrollment, compared to HMOs, which grew to only 35% of total enrollment. The growth in PPO enrollment presents us with an opportunity to continue to grow our NPPN business. Based on our internal analyses, we estimate that a typical payer receives discounts from its primary PPO networks on approximately 60-65% of the dollar volume of its claims. Because NPPN has established a large nationwide network of regional PPO networks, payers can achieve discounts on many of the claims that are not eligible for discounts from their primary networks through a relationship with NPPN. Our internal data suggest that, of the 35-40% of all claims that are not discounted by a payer’s primary network, approximately 50% would have received a discount had the payer established a contract with NPPN. We believe that the growth in the utilization of PPOs also enables us to obtain new business by marketing our claims repricing technology as a means of helping payers manage the cost of claims.

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PayerServ and PlanServ Opportunities

• Most Payer and PPO Processing Systems are Manual and Inefficient.    We believe that the current level of automation and electronic processing of claims in the healthcare industry is limited and the process is highly manual and paper-based. Our PayerServ and PlanServ business units offer our payer and PPO customers the ability to outsource technologically-advanced claims processing as an economical alternative to developing their own in-house automated systems.

• Regulatory Changes and Consumer Demands Affect Claims Format and Processing Requirements.     Regulations and measures taken by regulatory groups and by consumers continue to evolve, resulting in new requirements for claims format and processing and new requirements for protecting patient privacy and confidentiality. Payers are increasingly being held to shorter claims turnaround times, greater accuracy, fewer claims reversals and other performance and member satisfaction measures by customers, as well as by recent legislation. Our internal data suggest that the repricing time for a typical claim is 10-15 days for third party administrators and 10-30 days for insurance carriers. The repricing process represents a significant portion of the total time required to settle a health insurance claim. We guarantee that we will reprice paper or fax claims within 72 hours, electronic data (or EDI) claims within 24 hours, and Internet-submitted claims immediately. Accordingly, we believe that our ability to accurately reprice claims and to guarantee short turnaround times will be viewed as valuable by payers seeking to shorten their overall claims turnaround times. To the extent that payers, PPOs and providers are unable to satisfy the new legal, regulatory and consumer requirements in-house, we believe they will engage outsourced service providers, such as us, to electronically manage and transmit their claims.

• Claims Data are Transmitted In a Variety of Formats.    As a result of the various stages of technological development at claims sources, such as physician’s offices, laboratories and hospitals, and the various claims systems in use, repricing systems must allow for receiving claims through a variety of media, such as paper, faxes, EDI and the Internet, as well as returning claims to payers in various formats. We can accommodate and utilize all transmission media currently available for receiving and transmitting claims.

• PPO Discount Terms are Becoming Increasingly More Complex.    The discount terms being offered by PPOs are becoming increasingly complex. While historically most payers’ information systems and applications could handle simple percentage discount repricing calculations, we believe that most are not well suited for current PPO contract terms requiring detailed, often complex, repricing calculations, frequently requiring the assistance of, and interpretation by, knowledgeable personnel. Moreover, we estimate that the average payer, looking to increase its ability to discount claims and thus reduce costs, has contractual relationships with 25-30 PPO networks, with some payers having more than 100 network relationships. Each of these networks may have different discount methodologies and rates, greatly adding to a payer’s administrative burden and increasing the complexities of processing and repricing claims. Our claims processing technology can handle these complexities, and the PayerServ solution is designed to provide the payer with an outsourced alternative to performing these functions in-house.

Our strategy is to market our established NPPN brand as a leading national PPO network and to provide a broad array of technology-based services to existing and new customers, designed to help them better manage the rising cost of healthcare. We expect to focus our strategy on further penetrating the payer market with both our NPPN and PayerServ products. We also expect to generate revenue through our PlanServ product, which will be marketed to PPO networks.

Company Background and Recent Events

We were incorporated in Delaware in 1994 and completed our initial public offering in May 1995 under the name HealthPlan Services Corporation. We changed our name to PlanVista Corporation in April 2001. Our original core business, which involved the third party administration of healthcare claims for large and small group employers and a managing general underwriter business, was purchased from Dun & Bradstreet

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Corporation in 1994. These business units became unprofitable, and we disposed of them in a series of transactions during 2000 and 2001 while concentrating our focus on developing NPPN, which we had acquired in 1998. Upon completion of the disposition of the former businesses, we were left with a capital and debt structure that our remaining PPO network access core business was not able to service and we were unable to pay our senior secured debt when it matured in August of 2001. Our senior lending group entered into a forbearance agreement under which we operated until we completed a new credit facility and closed on a debt restructuring transaction on April 12, 2002.

We intend to use approximately $40.6 million of the proceeds from this offering to retire our senior indebtedness, repay other amounts and redeem the Series C convertible preferred stock that was issued to our senior lenders in connection with the debt restructuring, $5.4 million to secure our obligations under certain letters of credit, $5.0 million to satisfy certain obligations to HealthPlan Holdings, Inc., or HealthPlan Holdings, under a converted promissory note, $3.0 million to repay certain notes to Centra Benefits Services, Inc., or Centra, approximately $500,000 to repay notes to two of our directors and up to $             to repurchase after the offering an aggregate of up to 1,650,000 shares of our common stock from those of our senior lenders who elect to have us repurchase such shares from them at the price to the public of this offering, net of underwriting discounts and commissions. If we cannot obtain the funds in this offering to satisfy our obligations to our senior lenders and redeem the Series C convertible preferred stock, we will not proceed with the offering.

The following stockholders are also selling shares of our common stock in this offering pursuant to registration rights that allow them to include their shares in this offering:

• our senior lenders are registering an aggregate of 150,000 shares of our common stock received as fees in connection with the forbearance agreement and various amendments to our senior credit facility;

• HealthPlan Holdings is registering 939,452 shares of our common stock received in connection with its purchase of our remaining third party administration and managing general underwriter businesses in 2001; and

• New England Financial, or NEF, is registering 274,369 shares of our common stock received in March of 2002 in connection with the conversion of a promissory note.

We have agreed that, 180 days following the closing of this offering, we will register the resale, on a registration statement on a delayed or continuous basis, called a shelf registration statement, of: (a) 553,500 shares held by certain accounts managed by DePrince Race & Zollo, Inc., or DRZ, an investment advisory firm of which one of our directors is a principal, pursuant to registration rights we granted to DRZ on behalf of these accounts at the time they purchased these shares from us in a private placement transaction; (b)              shares that will be issued to Centra upon conversion of certain promissory notes in connection with this offering; (c) any of the 1,650,000 shares that any of our senior lenders elect not to sell back to us in connection with this offering and any of the 150,000 shares owned by the senior lenders that are not sold in this offering; and (d) 100,000 shares held by HealthPlan Holdings, as well as the 939,452 shares held by HealthPlan Holdings if such shares are not sold in this offering.

For a detailed discussion of our new credit facility and other recent events affecting this offering, see “Recent Events Affecting this Offering.” For a detailed discussion of the registration rights granted to each of the selling stockholders and others, see “Description of Capital Stock—Registration Rights.”

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RISKS

Our business and strategy are subject to numerous risks. See “Risk Factors” beginning on page 12 for information that you should consider before purchasing our common stock.

GENERAL

Our mailing address is 4010 Boy Scout Blvd., Suite 200, Tampa, Florida 33607-1742 and our principal telephone number at our executive offices is 813-353-2300. Our web site address is www.planvista.com. Information on our web site is not a part of this prospectus.

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THE OFFERING

Common stock offered by us in this offering (1)	shares
Common stock offered by selling stockholders in this offering	1,363,821 shares
Common stock outstanding after the offering (2)	shares
Use of proceeds	We estimate that our net proceeds from this offering without exercise of the over-allotment option will be approximately $           million. We intend to use our net proceeds as follows:
	•   approximately $40.6 million to pay down debt and other amounts owed in connection with our restructured credit facility and to retire our Series C convertible preferred stock;
	Ÿ $5.4 million to secure obligations under letters of credit;
	Ÿ $5.0 million to repurchase shares from, and satisfy related obligations to, HealthPlan Holdings;
	Ÿ $3.0 million to repay a portion of the notes owed to Centra;
	Ÿ approximately $500,000 to repay indebtedness owed to two of our directors;
	•   up to $         million to repurchase some or all of the 1,650,000 shares of our common stock issuable to our senior lenders; and
	•   the remainder for general corporate purposes. See “Use of Proceeds.”
	The selling stockholders will receive the net proceeds from the sale of their shares in this offering and we will receive none of those proceeds.
New York Stock Exchange Symbol	“PVC”

(1)              shares if the underwriters exercise their over-allotment option in full.

(2) Based on the number of shares outstanding as of             , 2002. Assumes that the Series C convertible preferred stock is retired with the proceeds of the offering, none of the 1,650,000 shares issued to our senior lenders upon closing are repurchased by us, 813,273 shares are repurchased from HealthPlan Holdings in connection with the satisfaction of the $5.0 million convertible note,              shares are issued upon conversion of $1.3 million of the promissory notes held by Centra and the underwriters do not exercise their option to purchase an additional              shares. This number excludes:

• 1,877,637 shares reserved for issuance upon the exercise of currently outstanding options granted under our existing stock option plans at an average option exercise price of $                     per share and an additional 687,916 shares reserved for issuance under our various plans;

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•                     shares reserved for issuance upon the exercise of warrants to be issued to our managing underwriter in the offering, Friedman, Billings, Ramsey & Co., Inc., at the time this offering is consummated; and

• 200,000 shares reserved for issuance upon the exercise of warrants issued to Centra.

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SUMMARY FINANCIAL INFORMATION

The summary financial data for the years ended December 31, 1998, 1999, 2000 and 2001 are derived from our audited consolidated financial statements. The summary financial data for the three months ended March 31, 2001 and 2002 are derived from our unaudited consolidated financial statements. You should read this summary financial data along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and the notes thereto that are included in this prospectus beginning on page F-1.

Financial data for 1997 are not reflected in the table below because we acquired our current business in 1998. Prior to 1998, our primary business was the third party processing and administration of healthcare claims. During 2000 and 2001, we sold these businesses and the operating results are classified as discontinued operations in 1998, 1999, 2000 and 2001, and therefore, are not included in this presentation of Summary Financial Information.

	Year Ended December 31,										Three Months Ended March 31,
	1998		1999		2000			2001			2001			2002
	(in thousands, except per share data)
Operating revenue	$	10,024	$	18,691	$	26,964		$	32,918		$	7,983		$	7,949
Operating expenses		12,103		15,531		17,134			24,349			5,205			5,542
Interest expense, net		5,540		7,364		10,237			11,970			1,817			2,558
Net income (loss)		9,698		104		(104,477	)		(45,221	)		(659	)		669
Basic and diluted net income (loss) per share	$	0.67	$	0.01	$	(7.64	)	$	(3.11	)	$	(0.05	)	$	0.04

We own or have rights to various trademarks and service marks used in our business. These include PlanVista, PayerServ and PlanServ. This prospectus also includes trademarks, service marks and trade names owned by other companies.

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RECENT EVENTS AFFECTING THIS OFFERING

General

We were incorporated in Delaware in 1994, completed our initial public offering in May 1995 under the name HealthPlan Services Corporation and changed our name to PlanVista Corporation in April 2001. In 1994, we acquired from Dun & Bradstreet Corporation our original core business, which involved the third party administration of healthcare claims for large and small group employers and a managing general underwriter business. These business units became unprofitable and we disposed of them in a series of transactions during 2000 and 2001, while concentrating our focus on developing NPPN, which we had acquired in 1998. We completed the disposition of our former business units in 2001 with the sale of our subsidiary, HealthPlan Services, Inc., or HPS, which contained the last of our third party administration business units as well as our managing general underwriter business unit, to HealthPlan Holdings.

Restructured Credit Facility—Senior Lenders

Upon completion of the disposition of our former business units, we were left with a capital and debt structure that our remaining PPO network access core business was not able to service, and we were unable to pay our senior secured debt in the principal amount of approximately $69.0 million when it matured in August of 2001. We entered into a forbearance agreement with our senior lending group under which we operated until we completed a new credit facility and closed on a debt restructuring transaction on April 12, 2002. Pursuant to this restructuring, we obtained a revised term loan for $40.0 million, which is secured by substantially all of our assets, and exchanged $29.0 million of senior secured debt for 29,000 shares of Series C convertible preferred stock and an additional note for $184,872. See “Description of Capital Stock—Preferred Stock—Series C Convertible Preferred Stock.” We also issued an aggregate of 75,002 shares of our common stock to our senior lenders as restructuring fees and an additional promissory note in the amount of $64,000 to Wachovia Bank, National Association representing administrative fees under the credit agreement that remained unpaid as of the closing of the restructuring transaction.

As a part of the restructuring, the senior lenders granted to us the option to repay the $40.0 million term loan plus interest, plus all interest and principal due on the $184,872 additional note, by August 10, 2002 in order to consider the senior facility fully paid off and to redeem the Series C convertible preferred stock without further cash payment from us. At the time of such redemption, we are also required to replace all existing letters of credit provided by our senior lenders, in the aggregate amount of approximately $5.4 million, to pay our lenders’ expenses in connection with various restructuring transactions, which we estimate to be approximately $0.3 million, and to issue to the lenders, on a pro rata basis, an aggregate of 1,650,000 shares of our common stock. In addition, each lender has agreed to notify us within ten days of the closing of this offering of their individual election to sell to us, at the price of this offering to the public, net of underwriting discounts and commissions, their allocable portion of the 1,650,000 shares. Any lender that elects not to sell its shares to us as provided will be required to agree not to sell any of its shares of our common stock during the 180 days following the effective date of this offering. We intend to use a portion of the proceeds from this offering to exercise our option to retire the senior indebtedness and redeem the Series C convertible preferred stock, and to provide for the repurchase of up to 1,650,000 shares of our common stock from those lenders who elect to sell their allocable portion of such shares to us under the terms described above. We expect that the total funds necessary to exercise this right will not exceed $            . If we cannot obtain the funds to retire the indebtedness and the Series C convertible preferred stock, we will not proceed with this offering. Therefore, if this offering is consummated, there will be no outstanding Series C convertible preferred stock. For a description of the Series C convertible preferred stock, see “Description of Capital Stock—Preferred Stock—Series C Convertible Preferred Stock.”

In addition to the 75,002 shares of our common stock issued to the senior lenders as restructuring fees, the senior lenders also own an aggregate of 74,998 shares of our common stock that we issued to them as consideration for waivers granted in connection with the sale of HPS. We have granted various registration rights to our senior lenders with respect to those 150,000 shares and the 1,650,000 shares issuable in connection with our payout option. In this offering, we are registering the 150,000 shares currently owned by our senior lenders.

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Any shares owned by our senior lenders that are not sold in this offering will continue to be covered by the registration rights that we have granted with respect to those shares. In addition, if we complete this offering, we have agreed to register on a shelf registration statement after the expiration of the 180-day period following the effective date of this offering, any of the 1,650,000 shares of our common stock issued to our senior lenders in connection with our payout option and not repurchased by us, as well as any of the 150,000 shares not then sold. The senior lenders will continue to have the right to require that we include any unsold shares on certain registration statements registering our securities for sale to the public, called piggy-back registration rights. For a discussion of the senior lenders’ registration rights, see “Description of Capital Stock—Registration Rights—Senior Lenders.”

HealthPlan Holdings

In connection with our sale of HPS to HealthPlan Holdings, we issued to HealthPlan Holdings 709,757 shares of our common stock and an additional 101,969 shares as penalty shares settling certain post-closing disputes. We were required to register these 811,726 shares as soon as practicable after the closing of that transaction. On August 1, 2001 we filed a registration statement with respect to those 811,726 shares, as well as the 74,998 shares of our common stock then owned by our senior lenders and the 553,500 shares owned by DRZ, discussed below. The August 1, 2001 registration statement has not become effective. As a result of our failure to register those shares, we were required to issue an additional 100,000 shares of our common stock to HealthPlan Holdings as a penalty payment, which are also subject to HealthPlan Holdings’ right to require that we register those shares on a registration statement upon its request, called a demand registration right, as well as shelf and piggy-back registration rights. We have also issued 100,000 shares of our common stock to HealthPlan Holdings as a penalty payment for failure to meet certain redemption obligations while the registration statement was pending, which are not covered by any registration rights but which we have agreed to register on a shelf registration statement after the expiration of the 180-day period following the effective date of this offering. We also issued to them a $5.0 million note convertible into shares of our common stock. In connection with our debt restructuring, HealthPlan Holdings converted the $5.0 million note into 813,273 shares of our common stock. We have granted demand, shelf and piggy-back registration rights with respect to these shares. Our agreement with HealthPlan Holdings requires that we make up the difference between the proceeds from the disposition of these shares and $5.0 million, if any. To satisfy our obligations with respect to these shares, we have agreed to use a portion of the proceeds from this offering to pay $5.0 million to HealthPlan Holdings to repurchase the 813,273 shares, and HealthPlan Holdings has agreed to surrender the shares to us upon the payment of $5.0 million. Immediately prior to the restructuring, we issued an additional 27,726 shares to HealthPlan Holdings in payment of accrued interest under the $5.0 million note. We have agreed to register these shares immediately and have granted demand, shelf and piggy-back registration rights with respect to these shares.

In this offering, we are registering 939,452 of the shares currently owned by HealthPlan Holdings. HealthPlan Holdings has agreed that, if it elects not to sell all of such shares in this offering, it will sell none. Any shares owned by HealthPlan Holdings that are not sold in this offering will continue to be covered by the registration rights that we have granted with respect to those shares. However, in connection with this offering, HealthPlan Holdings has agreed that if it elects not to sell any of its shares in this offering, it will not effect any sales of shares of our common stock during the 180 days following the effective date of the registration statement for this offering. We have agreed that, following such 180-day lock up period, we will register on a shelf registration statement any unsold shares of our common stock that HealthPlan Holdings still holds, including the 100,000 shares that are not covered by registration rights. For a discussion of HealthPlan Holdings’ registration rights, see “Description of Capital Stock—Registration Rights—HealthPlan Holdings.”

New England Financial

In March 2002, we issued 274,369 shares of our common stock to NEF as partial payment for the restructuring of an outstanding promissory note. We granted immediate registration rights with respect to those shares. In this offering, we are registering the 274,369 shares owned by NEF to satisfy our obligation with respect to those shares. For a discussion of NEF’s registration rights, see “Description of Capital  Stock—Registration Rights—NEF.”

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DePrince, Race & Zollo, Inc.

In July 2001, certain accounts managed by DRZ purchased 553,500 shares of our common stock from us in private placement transactions. The shares were included on the August 1, 2001 registration statement that has not become effective. In addition, we granted demand, shelf and piggy-back registration rights with respect to those shares. DRZ has, on behalf of its managed accounts, agreed not to exercise its registration rights or otherwise effect any sales of our common stock for a period of 180 days following completion of this offering. We have agreed that, after that period, we will register those shares on a shelf registration statement to satisfy our registration obligations to the accounts managed by DRZ. For a discussion of DRZ’s registration rights, see “Description of Capital Stock—Registration Rights—DRZ.” DRZ manages accounts that beneficially own 35.4% of our common stock. See “Principal and Selling Stockholders.”

Centra Benefits Services, Inc.

On April 12, 2002, we issued convertible notes to Centra in the aggregate principal amount of $4.3 million, which accrue interest monthly at a compound rate of 12% per annum and mature on December 1, 2004, to replace notes in the aggregate principal amount of $4.0 million upon which we had defaulted as of December 31, 2001. The notes are immediately convertible into shares of our common stock at a price per share equal to the lesser of $6.398 or the average trading price of our common stock for the ten-day period immediately preceding conversion. We also issued warrants to Centra to purchase 200,000 shares of our common stock, exercisable immediately at a price per share of $6.398. We will use $3.0 million of the proceeds of this offering to pay down the total amount outstanding under the convertible notes, leaving a balance of $1.3 million, which Centra has agreed to convert into shares of our common stock based on the offering price to the public, net of underwriting discounts and commissions. We have agreed that, after the 180-day period following completion of this offering, we will register Centra’s shares on a shelf registration statement. For a discussion of Centra’s registration rights, see “Description of Capital Stock—Registration Rights—Centra.”

Participation in This Offering

As a result of the foregoing, in this offering, in addition to the shares of common stock that we are selling to raise the necessary funds to pay off our senior debt and redeem the Series C convertible preferred stock, and to be used for the other purposes described under “Use of Proceeds”, we are registering:

• 150,000 shares of our common stock owned by our senior lenders;

• 939,452 shares of our common stock owned by HealthPlan Holdings; and

• 274,369 shares of our common stock owned by NEF.

Following completion of this offering, any of these shares that are not sold in this offering, any shares held by these stockholders that are not included in this offering, the 553,500 shares beneficially owned by DRZ, the shares to be issued to Centra upon conversion of $1.3 million of their notes and any of the 1,650,000 shares to be issued to the senior lenders in connection with the exercise of our payout option that we do not repurchase will continue to be covered by the registration rights that we have granted with respect to those shares. The holders of these shares have agreed not to sell any of these shares for a period of 180 days following the completion of this offering, and we have agreed to register these shares on a shelf registration statement after the expiration of such 180-day lock-up period. For a description of the registration rights, see “Description of Capital Stock—Registration Rights.”

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RISK FACTORS

Before you invest in our common stock you should carefully consider the following factors and cautionary statements, as well as the other information set forth in this prospectus. If any of the following risks were to actually occur, our business, financial condition or results of operations could be materially harmed. As a result, the trading price of our common stock could decline and you could lose all or part of your investment in our common stock.

Risks Related to Our Business

Our operating history is not indicative of our future performance.

We sold several units of our third party administration business in 2000 and sold the balance of that segment, as well as our managing general underwriting business, in June 2001. Revenue from these discontinued operations was $202.9 million in 1999, $157.9 million in 2000 and $36.4 million in 2001, which significantly exceeded operating revenue from continuing operations in each of those years. Accordingly, our operating history is not indicative of our future performance under our new business strategy of increasing the market share of our NPPN network access business and building our PayerServ and PlanServ business units. This change in focus has resulted in a significant reduction in the size of our management and support operations. While our network access business historically operated as an independent part of our larger business, this change in focus requires it to operate with less support than was previously available and this may impact its performance. We are also facing new risks and challenges, including a lack of meaningful historical financial data upon which to plan future budgets and the other risks described in this prospectus.

In addition, our growth rate is partially attributable to healthcare expenditures nationally and the related growth of claims we process. We may not continue to grow in the future, and if we do grow, our growth may not be at or near historical levels.

Our business model is unproven.

Although our NPPN business unit began doing business in 1993, the increasing popularity and use of electronic claims and data processing tools and the Internet have occurred only recently and, as a result, the focus of our business has changed significantly. We did not begin our current focus on being a technology-enabled service provider until 2001, when we completed our sale of our third party administration and managing general underwriter businesses to HealthPlan Holdings and concentrated exclusively on medical cost management. At that time, we also began to build our PayerServ and PlanServ businesses, which did not begin earning revenue until the first quarter of 2002. Because our business has changed, it is difficult to evaluate due to the new risks and challenges we are facing. You should evaluate our prospects in light of the risks and uncertainties encountered by companies in the early stages of development, particularly companies in new and rapidly evolving markets. These risks include:

• unpredictability of operating results and future revenues;

• a concentration on relatively few customers;

• unproven market acceptance of our new products;

• dependence on healthcare payers, provider networks, strategic relationships and technology solutions;

• industry consolidation and increased in-house performance of the services we offer;

• increased competition; and

• eneral economic and market conditions.

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We may not be successful in addressing any or all of these risks. Any failure to address these risks could have a material adverse effect on our business, operating results and financial condition.

Our quarterly operating results may be volatile.

We will have difficulty predicting future revenues because we are implementing a new business strategy with our new outsourcing business units, PayerServ and PlanServ. We will also have difficulty in accurately forecasting revenues from sales of our services because we do not know the sales cycle involved in selling our new services, and we cannot predict customer claims experience. This makes it difficult to predict the quarter in which sales will occur. Any significant shortfall of revenues in relation to our expectations could cause significant declines in our quarterly operating results.

We have contingent obligations from the sale of our third party administration and managing general underwriter businesses.

In connection with the sale of our third party administration and managing general underwriter businesses in 2000 and 2001, we incurred indemnification obligations for representations, warranties and covenants and for liabilities arising prior to the sale of these businesses. Consequently, we have assumed the defense of a number of claims for liabilities arising prior to the sale of such businesses. In addition, in January 2002, Paid Prescriptions LLC initiated a breach of contract action against one of our former businesses, seeking $1.6 million to $2.0 million in compensation, and we are vigorously defending the action. We are also currently negotiating certain disputes regarding the closing balance sheet of the third party administration and general managing underwriter businesses sold to HealthPlan Holdings in June 2001 and other obligations. There may be unknown liabilities arising from our contingent obligations for which we have not established reserves or there may be liabilities for which we have not accrued adequate reserves and, if these liabilities were to occur, we might have to reorganize or liquidate under the bankruptcy laws in order to discharge them. Additionally, our established reserves for expected liabilities may not be adequate to handle such obligations. We cannot assure you of the outcome of any matter arising under our contingent obligations, and if the outcome is adverse, these obligations could have a material adverse effect on our operating results and financial condition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Business—Legal Proceedings.”

We may lack funds for future requirements.

We may not be able to fund expansion, develop or enhance our products or services, or respond to competitive pressures if we lack adequate funds, which would hurt our business. We do not currently have an available line of credit with a lender, and we manage our business from existing cash flow. We may need to raise additional funds to operate our business, to develop new or enhanced services or to respond to competitive pressures. Although we are not currently planning to engage in any acquisitions and expect that all our growth will be internally generated, we may also need to raise additional funds in the event that an attractive expansion opportunity were to arise. If we were to raise additional funds by issuing debt securities, we would be required to pay interest on those securities, reducing our earnings and decreasing our available cash. In addition, the interests of holders of our common stock would be subordinated to those of our debt holders if we were to be liquidated. If we were to raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our stockholders would be diluted. Any new securities could have rights, preferences and privileges senior to those of the common stock. In addition, we cannot assure you that we would be able to issue and sell new securities to meet our additional funding needs.

We may be unable to adjust fixed expenses to compensate for revenue shortfalls.

Our expense levels are based, in part, on our expectations regarding future revenues, and our expenses are generally fixed, particularly in the short term. We may be unable to adjust spending in a timely manner to compensate for unexpected revenue shortfalls. A shortfall in revenues or a delay in the collection of outstanding accounts receivable could have an adverse impact on our ability to meet payment obligations to our lenders and vendors and could have a material adverse effect on our business, operating results and financial condition.

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We owe overdue amounts to certain vendors.

We are late in payments to our vendors in an aggregate amount of approximately $1.8 million. While we are in the process of negotiating payment plans with these vendors, we cannot assure you that these vendors will not file a claim against us under bankruptcy law. Any such claim could result in our forced liquidation and could have a material adverse effect on our stockholders’ ability to realize the amount of their investment.

We have many competitors.

We face competition from HMOs, PPOs, third party administrators and other managed healthcare companies, such as Blue Cross Blue Shield, McKesson/HBOC, The Trizetto Group, Inc., HealthAxis, Avidyn/ppo One, Inc., Beech Street Corporation, MultiPlan, Inc., Private Healthcare Systems (PHCS), Prudential and Coalition America, Inc. We believe that, as managed care continues to gain acceptance in the marketplace and more sophisticated technology is adopted, our competition will increase. In addition, legislative reform may intensify competition in the markets we serve. Many of our current and potential competitors are significantly larger than we are and have greater financial and marketing resources than we have. We cannot assure you that we will continue to maintain our existing customers or our past level of operating performance. We also cannot assure you that we will be successful with any new products or in any new geographical markets that we may enter.

We may not be able to successfully manage our growth.

Our strategy is to expand through internal growth. Expenses arising from efforts to increase our market penetration may have a negative impact on operating results. As a result, we are subject to certain growth-related risks, including the risk that we will be unable to retain personnel or acquire the resources necessary to service our internal growth adequately. While we are pursuing an internal growth strategy, it is possible that we would consider an attractive opportunity for expansion by acquiring another company in our core business, assuming that our resources would permit us to make such an acquisition. If we seek to acquire another company, we may not be able to integrate the acquired business effectively.

We are highly dependent on our senior management.

We are highly dependent on our senior management, particularly our chief executive officer Phillip S. Dingle and our chief operating officer Jeffrey L. Markle. The loss of these or other members of our senior management team could harm us and our prospects significantly.

A small number of customers account for a significant portion of our revenue.

The loss of one or more of our significant customers could cause our business to suffer. Our top three customers and their affiliates accounted for 24.6% of our revenue for the year ended December 31, 2001 and 19.5% of our revenue for the quarter ended March 31, 2002. We expect these customers to account for a significant portion of our revenues throughout 2002, and we expect that a small number of our customers will continue to account for a substantial portion of our revenues for the foreseeable future. Since the majority of our customer contracts are terminable within 30 days, any of these customers could terminate their relationship with us at any time. In addition, companies in the healthcare industry generally have been consolidating, resulting in a limited number of payers and PPOs controlling an increasing portion of claims. Therefore, we believe that our revenue will be largely dependent upon product acceptance by a smaller number of payers and PPOs. If we lose any one of our major customers or receive less favorable terms from any of our major customers, we will lose revenue, which would adversely affect our financial condition and results of operations.

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The inability of our customers to pay for our services could decrease our revenue.

Our health insurance payer customers may be required to maintain restricted cash reserves and satisfy strict balance sheet ratios promulgated by state regulatory agencies. In addition, the financial stability of our payer customers may be adversely affected by physician groups or associations within their organizations that become subject to costly litigation or become insolvent. Our ability to collect fees for our services may become impaired if our payer customers are unable to pay for our services because they need to maintain cash reserves, if they fail to maintain required balance sheet ratios or if they become insolvent. Such impairment could adversely affect our revenues.

The terms of our customer contracts provide no guarantee of long-term relationships or payments.

The majority of our contracts with our payer customers can be terminated on 30 days’ notice. In addition, the vast majority of our contracts contain payment terms that are based on a percentage of savings to the customer or on the number of covered employees. The termination of customer contracts, or our inability to achieve significant savings for our customers, would reduce the revenue we receive from our contracts.

Termination of PPO and provider contracts would impair our ability to service our customers.

All of our contracts with PPOs and providers contain provisions allowing the termination of these contracts with as little as 90 days’ notice. The termination of these contracts by those parties would render us unable to provide network access to our customers and therefore would eliminate our ability to reprice claims and derive revenues. Termination of these contracts or other changes in the manner in which these parties conduct their business are outside of our control and could negatively affect our ability to provide services to our customers.

Risks Related to Our Technology

Problems with our computers or other technology could negatively affect our business.

Aspects of our business depend upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing capabilities. If our data processing capabilities were to be interrupted for any extended period of time, or if we were to lose stored data or experience programming errors, or if other computer problems were to arise, we could lose customers and revenue.

We expect that our future growth will depend on our ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to our customers than our competitors. We may not be able to efficiently upgrade our systems to meet future demands, and we may not be able to develop, license or otherwise acquire software to address these market demands as well or as readily as our competitors.

We are dependent on the growth of the Internet and electronic healthcare information markets.

Many of our products and services, such as ClaimPassXL v.3.0, our Internet repricing system, are geared toward the Internet and electronic healthcare information markets. The Internet and electronic healthcare information markets are in the early stages of development and are rapidly evolving. A number of market entrants have introduced or developed products and services that are competitive with our products and services. We expect that additional companies will continue to enter these markets. In new and rapidly evolving industries, there is significant uncertainty and risk as to the demand for, and market acceptance of, recently introduced products and services. Because the markets for certain of our products and services are new and evolving, we are not able to predict the size and growth rate of those markets with any certainty. We cannot assure you that markets for our products and services will develop or that, if they do, they will be strong and continue to grow at a sufficient pace. If markets fail to develop, develop more slowly than expected or become saturated with competitors, our business prospects will be impaired.

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Lack of Internet security could discourage users of our services.

The difficulty of securely transmitting confidential information over the Internet has been a significant barrier to conducting e-commerce and engaging in sensitive communications over the Internet. Our strategy relies in part on the use of the Internet to transmit confidential information. We believe that any well-publicized compromise of Internet security may deter people from using the Internet to conduct transactions that involve transmitting confidential healthcare information. We rely largely on our security systems, confidentiality procedures and employee non-disclosure agreements to maintain the confidentiality and security of confidential information. It is possible that third parties could penetrate our network security or otherwise misappropriate patient information and other data. If this happens, our operations could be interrupted, and we could be subject to liability. We may have to devote significant financial and other resources to protecting against security breaches or to alleviating problems caused by breaches. We could face financial loss, litigation and other liabilities to the extent that our activities or the activities of third-party contractors involving the storage and transmission of confidential information like patient records or credit information are compromised. In addition, we could incur additional expenses if new regulations regarding the use of personal information are introduced.

Our intellectual property needs constant protection.

We rely largely on our own security systems, confidentiality procedures and employee nondisclosure agreements to maintain the confidentiality and security of our proprietary information, including our trade secrets and internally-developed computer applications. If third parties gain unauthorized access to our information systems, or if anyone misappropriates our proprietary information, this may have a material adverse effect on our business and results of operations. In addition, our technology has not been patented nor have we registered any copyrights with respect to such technology. Trade secrets laws offer limited protection against third-party development of competitive products or services. Lacking the protection of patents or registered copyrights for our internally-developed software and software applications, we are more vulnerable to misappropriation of our proprietary technology by third parties or competitors. Because we believe that our software and software applications are valuable to us, the failure to adequately protect our technology could adversely affect our business.

We may be subject to trademark and service mark infringement claims in the future.

As our competitors’ healthcare information systems increase in complexity and overall capabilities, and the functionality of these systems further overlap, we could be subject to claims that our technology infringes on the proprietary rights of third parties. These claims, even if without merit, could subject us to costly litigation and could require the resources, time and attention of our technical, legal and management personnel to defend. The failure to develop non-infringing technology or tradenames, or to obtain a license on commercially reasonable terms, could adversely impact our operations and revenues.

We depend on our software application vendor relationships which we could lose at any time.

Our success depends significantly on our ability to maintain our existing relationships with our third-party software application vendors and to build new relationships with other vendors in order to enhance our services and application offerings and remain competitive. Our licenses for the use of third-party software applications are essential to the technology solutions we provide for our customers. Because our licensing agreements are subject to termination in the event that we materially breach such agreements, we cannot assure you that we will be able to maintain relationships with our vendors and loss of any of our major vendor agreements may have a material adverse effect on our business, financial condition and operating results. In addition, our arrangements with third-party software application vendors are not exclusive. These third-party vendors may reassess their commitment to us at any time and may choose to develop or enhance their own competing distribution channels and product support services. If we do not maintain our existing relationships or if the economic terms of our business relationships change, we may not be able to license and offer these services and products on commercially

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reasonable terms or at all. Our inability to retain or obtain any of these licenses could delay service development or timely introduction of new services and divert our resources, which could materially adversely affect our business, financial condition and operating results. Additionally, we cannot assure you that will be able to establish new relationships with additional software application vendors in the future, which could also have a material adverse affect on our business and operating results.

If our ability to expand our network infrastructure is constrained in any way, we could lose customers and damage our operating results.

We must continue to expand and adapt our network and technology infrastructure to accommodate additional users, increased transaction volumes and changing customer requirements. We may not be able to accurately project the rate or timing of increases, if any, in the volume of transactions we reprice or otherwise service or be able to expand and upgrade our systems and infrastructure to accommodate such increases. We may be unable to expand or adapt our network infrastructure to meet additional demand or our customers’ changing needs on a timely basis, at a commercially reasonable cost or at all. Our current information systems, procedures and controls may not continue to support our operations while maintaining acceptable overall performance and may hinder our ability to exploit the market for healthcare applications and services. Service lapses could cause our users to switch to the services of our competitors.

Risks Related to Our Industry

Government regulation of the healthcare industry may change and adversely affect our business.

During the past several years, the healthcare industry has been subject to increasing levels of government regulation of, among other things, reimbursement rates and certain capital expenditures. In addition, proposals to reform the healthcare system have been considered by Congress. These proposals, if enacted, may further increase government involvement in healthcare, lower reimbursement rates and otherwise adversely affect the healthcare industry which could adversely impact our business. The impact of regulatory developments in the healthcare industry is complex and difficult to predict, and our business could be adversely affected by existing or new healthcare regulatory requirements or interpretations.

Participants in the healthcare industry, such as our payer and provider customers, are subject to extensive and frequently changing laws and regulations, including laws and regulations relating to the confidential treatment and secure transmission of patient medical records and other healthcare information. Legislators at both the state and federal levels have proposed additional legislation relating to the use and disclosure of medical information, and the federal government is likely to enact new federal laws or regulations in the near future. Pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Department of Health and Human Services (“DHHS”) recently issued a series of regulations setting forth security, privacy and transactions standards for all health plans, clearinghouses and healthcare providers to follow with respect to individually identifiable health information. Compliance with the regulations regarding electronic transactions initially was required by October 16, 2002, but has been extended until October 16, 2003 if a compliance plan is submitted to the DHHS by October 16, 2002. The plan must include a budget, schedule, work plan and implementation strategy for achieving compliance. DHHS has also issued final HIPAA privacy regulations, with a scheduled compliance date of April 14, 2003, and proposed HIPAA security regulations. However, DHHS recently proposed modifications to the final HIPAA privacy regulations. Many of our customers will also be subject to state laws implementing the federal Gramm-Leach-Bliley Act, relating to certain disclosures of nonpublic personal health information and nonpublic personal financial information by insurers and health plans.

Our payer, PPO and provider customers must comply with HIPAA, its regulations and other applicable healthcare laws and regulations, and, under certain circumstances, we may be obligated to comply with HIPAA. Accordingly, in order for our products and services to be marketable, they must contain features and functions

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that permit compliance with these laws and regulations. Moreover, because some HIPAA regulations have yet to be issued and because even final HIPAA regulations may be subject to additional modification or amendment, our products may require modification in the future. If we fail to offer solutions that permit compliance with applicable laws and regulations, our business will suffer. Our customers perform services that are governed by numerous other federal and state civil and criminal laws, and in recent years have been subject to heightened scrutiny on claims practices, including fraudulent billing and paying practices. Violations of these laws may lead to criminal and or civil fines, penalties or sanctions such as loss of licensing or exclusion from participation in federal healthcare programs. To the extent that our customers’ reliance on any of the services we provide contribute to such violations, we could be subject to indemnification claims from our customers or be included as part of any investigation of our customers’ practices. Any of these results could have a material adverse effect on our business, financial condition and operating results. Federal and state consumer laws and regulations may apply to us when we provide claims services and a violation of any of these laws could subject us to fines or penalties. In addition, while we are currently not subject to licensing requirements for the services we provide, healthcare regulations are constantly evolving. It is therefore possible that we will be subject to future licensing requirements in any of the states we currently perform services, or that one or more particular states may deem our activities to be analogous to those engaged in by other participants in the healthcare industry that are now subject to licensing and other requirements. Moreover, laws governing participants in the healthcare industry are not uniform among states. This could require us to undertake the expense and difficulty of obtaining any required licenses and creates the risk that we would not be able to meet the licensing requirements imposed by any particular state. Further, it also means that we may have to tailor our products in order for our customers to be in compliance with applicable state and local laws and regulations.

Part of our business is subject to government regulation relating to the Internet that could impair our obligations.

We offer a number of Internet-related products. The Internet and its associated technologies are subject to increasing government regulation. A number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments and agencies. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, on-line content regulation, user privacy, taxation and quality of products and services. Many existing laws and regulations were enacted prior to the advent of the Internet and do not adequately cover the methods of the Internet-based software and information technology solutions we offer. We believe, however, that these laws may be applied to us. New legal requirements or interpretations applicable to the Internet could decrease the growth in the use of the Internet, limit the use of the Internet for our products and services or prohibit the sale of a particular product or service, increase our cost of doing business, or otherwise have a material adverse effect on our business, results of operations and financial condition. To the extent that we choose to market our products and services outside the United States, the international regulatory environment relating to the Internet and healthcare services could also have an adverse effect on our business.

Consolidation in the healthcare industry may give our customers greater bargaining power and lead us to reduce our prices.

Many healthcare industry participants are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate, competition to provide products and services such as those we provide will become more intense, and the importance of establishing and maintaining relationships with key industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for our products and services. If we are forced to reduce our prices, our margins will decrease unless we are able to achieve corresponding reductions in expenses.

Risks Related to Our Common Stock

Outstanding registration rights and convertible securities may depress our stock price or be dilutive to stockholders.

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Upon the closing of this offering, there will be              shares of our common stock outstanding (             shares if the underwriters exercise their over-allotment option in full), assuming none of the 1,650,000 shares of common stock to be issued to our senior lenders are repurchased, 813,273 shares are repurchased from HealthPlan Holdings in connection with the satisfaction of the $5.0 million convertible note and              shares are issued upon conversion of $1.3 million of the notes held by Centra. We have granted various registration rights with respect to an aggregate of 3,237,321 shares of our common stock, as well as the shares of common stock to be issued to Centra upon conversion of $1.3 million of its notes at the closing of this offering (             shares assuming an offering price of $         per share). Of these, (i) 1,363,821 shares are being registered and offered for sale in this offering, (ii) we intend to repurchase 813,273 shares with the proceeds from this offering and (iii) we will offer to repurchase up to 1,650,000 shares with the proceeds from this offering. To the extent that shares are not sold in this offering or repurchased by us after this offering, the holders of 1,089,452 of such shares and Centra, with respect to the shares to be issued to it upon conversion of $1.3 million of its notes at the closing of the offering, have agreed not to sell any shares of our common stock for a period of 180 days following the closing of this offering. We have agreed that, following the 180-day lock-up period, we will register on a shelf registration statement (1) up to 2,203,500 of the shares currently covered by registration rights not included on this registration statement, (2) any of the 150,000 shares owned by the senior lenders not sold in this offering, (3) the 939,452 shares owned by HealthPlan Holdings included on this registration statement, if HealthPlan Holdings elects not to sell those shares in this offering, (4) the 100,000 shares issued to HealthPlan Holdings not covered by any registration rights and (5) the Centra shares to be issued upon conversion of its note. Holders of 1,320,000 shares with piggy-back registration rights have not agreed to the 180-day lock-up period but have waived their right to participate in this offering and the subsequent shelf registration. Any shares not sold either in this offering or pursuant to the shelf registration statement or repurchased by us will continue to have the registration rights that we have granted. For a description of our outstanding registration rights, see “Description of Capital Stock—Registration Rights.” For a discussion of the impact of these shares on this offering, see “Recent Events Affecting this Offering.”

In addition, we have warrants and options outstanding to purchase up to 2,077,637 additional shares of our common stock and have agreed to issue warrants to purchase up to              additional shares of our common stock to Friedman, Billings, Ramsey & Co., Inc., our managing underwriter, upon the closing of this offering. We also have reserved an aggregate of 687,916 shares of common stock for future issuance to our officers, non-employee directors, employees and consultants pursuant to our stock incentive plans. Future sales of substantial amounts of common stock, or the perception that such sales could occur, could have a material adverse effect on the price of our common stock.

Our stock price has been volatile and may continue to fluctuate.

Our common stock has experienced significant price and volume fluctuations recently. Our stock price ranged from a high of $9.44 per share to a low of $4.14 per share during the year ended December 31, 2001. On May 23, 2002, our closing stock price was $3.75 per share. These fluctuations are not necessarily directly related to our operating performance, and our stock may not continue to trade at the current price level.

The market price for our common stock may continue to fluctuate widely in response to factors such as the following:

• failure to meet our product development and sales milestones;

• demand for our common stock;

• technological innovations by us or our competitors or in competing technologies;

• new product announcements by us or by our competitors;

• timeliness in introduction of new products;

• announcements by us or our competitors of significant contracts, acquisitions, partnerships, joint ventures or capital commitments;

• failure to successfully build our new outsourcing business units;

• revenues and operating results failing to meet the expectations of securities analysts or investors in any quarter;

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• announcements by third parties of significant claims or proceedings against us;

• disclosure of unsuccessful results in our efforts to expand our ability to manufacture, market, sell and distribute our products or in our ability to enhance our existing products or develop new products;

• changes in financial estimates by securities analysts;

• investor perception of our industry or its prospects; or

• general technological or economic trends.

Many of these factors are beyond our control. In addition, the stock market has in the past experienced price and volume fluctuations that have particularly affected companies in the healthcare and managed care markets, resulting in changes in the market price of the stock of many companies which may not have been directly related to the operating performance of those companies.

The volatility of our common stock could subject us to costly litigation.

Some companies that have experienced volatility in the market price of their stock have been sued in securities class action litigation. In light of the fluctuations in our stock price, it is possible that we may be the subject of securities class action litigation in the future. This type of litigation is generally costly and often results in substantial costs and a diversion of management’s attention and resources and could harm our business, prospects, results of operations and financial condition.

Certain of our existing stockholders have significant voting control over matters requiring stockholder approval.

Prior to this offering, our executive officers, directors, key employees and their affiliates beneficially own, in the aggregate, approximately 39.8% of our outstanding common stock, 35.9% of which is attributed to John Race as principal of DRZ, which manages certain investment accounts. Our other existing 5% or greater stockholders beneficially own, in the aggregate, approximately 25.5% of our outstanding common stock. Upon completion of this offering, these percentages will be             % and             %, respectively, assuming no exercise of the underwriters’ overallotment option. As a result, these stockholders are, and will continue to be, able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which may have the effect of delaying or preventing a third party from acquiring control of us.

Because provisions contained in Delaware law, our charter and our bylaws may restrict the ability of a third party to take over our company, investors may be prevented from receiving a “control premium” for their shares.

Provisions contained in our amended and restated certificate of incorporation and bylaws, as well as Delaware corporate law, may delay, defer or prevent an attempt by a third party to take over our company, which may prevent our stockholders from receiving a “control premium” for their shares. For example, these provisions may defer or prevent tender offers for our common stock or purchases of large blocks of our common stock, thereby limiting the opportunities of our stockholders to receive a premium over then-prevailing market prices for their common stock. These provisions include the following:

• Delaware anti-takeover statute.    Section 203 of the Delaware General Corporation Law, which contains anti-takeover provisions that could have the effect of delaying or preventing a change in control of our company;

• Right to issue preferred stock/rights plans.    Our certificate of incorporation allows us to issue preferred stock with rights senior to those of the common stock without any further vote or action by the holders of common stock. Our board of directors may in the future issue shares of preferred stock or rights to acquire preferred shares to implement a stockholder rights plan. A stockholder rights plan creates financial impediments that discourage persons seeking to gain control of a company by means of a merger, tender offer, proxy contest or otherwise if the board of directors determines that a change in control is not in the best interests of stockholders;

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• Series C convertible preferred stock.    Our board recently exercised its right to issue preferred stock without any action by the holders of common stock by designating the Series C convertible preferred stock, which has the right to convert into 51% of the outstanding common stock, after giving effect to such conversion; and

• Classified board.    As long as at least 12,000 shares of our Series C convertible preferred stock are outstanding, the board of directors will be classified into Class A and Class B directors, with the Series C convertible preferred stock having the sole voting power, as a class, to elect the Class B directors. The Class B directors currently comprise three of seven seats on our board, but will comprise four of seven seats on the board if certain events occur. In addition, under Delaware law, a director on a classified board may only be removed for cause unless the certificate of incorporation of the company otherwise provides. Other than upon the occurrence of certain events described in “Description of Capital Stock—Series C Convertible Preferred Stock” providing for removal of a director by our Series C convertible preferred stockholders, our certificate of incorporation is silent on this issue. Therefore, our directors may otherwise only be removed for cause.

These provisions could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company or may otherwise discourage a potential acquirer from attempting to obtain control of our company. For more information about these matters, please see the information under the heading “Description of Capital Stock.”

USE OF PROCEEDS

We estimate that we will receive approximately $             in net proceeds from the sale of shares by us in this offering ($             million if the underwriters’ over-allotment option is exercised in full), assuming a public offering price of $             per share and after deducting underwriting discounts and commissions and our estimated expenses for this offering. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We intend to use the net proceeds we will receive from the sale of our common stock in the offering as follows:

• first, approximately $40.1 million for the repayment of our senior secured term note including accrued interest (which bears interest at prime plus 1% and matures on July 1, 2003);

• then, approximately $173,000 for the repayment of our $184,872 additional note to our senior lenders including accrued interest (which bears interest at prime plus 1.0% and matures on May 31, 2004);

• then, approximately $64,500 for the repayment of our $64,000 note to Wachovia, as administrative agent, including accrued interest (which bears interest at the Federal Funds Rate and matures on May 31, 2004);

• then, approximately $300,000 for repayment of fees and expenses of the senior lenders;

• then, $5.5 million to secure our obligations under certain letters of credit;

• then, $5.0 million to redeem the 813,273 shares of our common stock that we issued to HealthPlan Holdings and satisfy our obligation to them under a converted promissory note;

• then, $3.0 million to pay down a portion of the amount outstanding under notes payable to Centra (which bear interest at 12% and mature on December 1, 2004);

• then, approximately $500,000 to repay indebtedness owed to two of our directors (which bear interest at prime plus 4% and mature on December 1, 2004);

• then, up to approximately $         to repurchase some or all of the 1,650,000 shares of our common stock to be issued to our senior lenders at the closing of this offering; and

• then, any remainder for working capital.

Until we use the proceeds dedicated for working capital in our business, we intend to invest them in investment-grade, interest-bearing investments.

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DIVIDEND POLICY

We have not paid dividends since October 1999 and our current credit agreement prohibits the payment of dividends. Notwithstanding the termination of our credit agreement upon consummation of this offering, we have no present plans to pay any dividends on our stock because we intend to retain all earnings, if any, in order to expand our operations and pay down debt.

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the New York Stock Exchange under the ticker symbol “PVC.” Prior to April 19, 2001, our stock traded on the New York Stock Exchange under the ticker symbol “HPS.” The following table shows the high and low reported closing sale prices per share for our stock as reported by the New York Stock Exchange for the periods indicated:

Year Ending December 31, 2002	High		Low
First Quarter	$	6.40	$	4.25
Second Quarter (through May 23, 2002)		6.30		3.70
Year Ended December 31, 2001
First Quarter	$	9.44	$	6.20
Second Quarter		8.35		6.60
Third Quarter		7.97		4.20
Fourth Quarter		5.83		4.14
Year Ended December 31, 2000
First Quarter	$	8.00	$	3.50
Second Quarter		4.88		1.63
Third Quarter		5.56		1.88
Fourth Quarter		10.19		4.81

There were 156 registered holders of our common stock on May 15, 2002. On May 23, 2002, the closing sale price of our stock reported by the New York Stock Exchange was $3.75.

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CAPITALIZATION

The following table shows our capitalization as of March 31, 2002:

• on an actual basis;

• on a pro forma basis to give effect to our April 12, 2002 restructuring as if it had occurred on March 31, 2002; and

• on a pro forma, as adjusted basis to give effect to the April 12, 2002 restructuring and to the issuance and sale of                  shares of common stock by us in this offering (at an assumed offering price of $        per share), after deducting underwriting discounts and commissions and estimated offering expenses and after application of the proceeds as described in “Use of Proceeds,” including the redemption of the Series C convertible preferred stock and assuming the repurchase of none of the 1,650,000 shares of our common stock to be issued to the Series C convertible preferred stockholders in connection with the closing of this offering, the repurchase of 813,273 shares from HealthPlan Holdings in connection with the satisfaction of the $5.0 million convertible note and the issuance of          shares upon conversion of $1.3 million of the promissory notes held by Centra.

	March 31, 2002
	Actual			Pro Forma(1)			Pro Forma as Adjusted
	(in thousands)
Cash and cash equivalents	$	387		$	262		$
Long-term debt, including current portion		75,056
Stockholders’ equity:
Convertible redeemable preferred stock: $.01 par value; 20,000,000 shares authorized; 0 shares issued and outstanding actual; Series C convertible preferred stock: $0.01 par value; 40,000 shares authorized and 29,000 shares issued and outstanding pro forma; 0 shares issued and outstanding pro forma as adjusted		—						—
Common stock: $.01 par value; 100,000,000 shares authorized; 15,824,426 shares issued and outstanding actual; 16,637,699 pro forma; and            pro forma as adjusted(2)		158			166
Additional paid-in capital		94,285			99,277
Accumulated deficit		(144,844	)		(144,969	)
Total stockholders’ equity		(50,401	)
Total capitalization	$	24,655		$	24,655		$

(1) The pro forma column reflects the following adjustments to reflect the effects of the restructuring of our indebtedness on April 12, 2002 as if it had occurred on March 31, 2002:

• cash and cash equivalents reflect a payment on account of $125,000 for professional services in accordance with the terms of the restructuring; and

• long-term debt, including current portion, Series C convertible preferred stock, common stock and additional paid-in capital are adjusted to reflect the following:

• conversion of the $5.0 million note payable to HealthPlan Holdings into 813,273 shares of our common stock;

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• issuance of a $184,872 promissory note payable in accordance with the terms of the restructuring;

• issuance of a $64,000 promissory note payable to Wachovia Bank, National Association for accrued and unpaid agent fees;

• reclassification of $4.3 million of accrued and unpaid interest and fees related to our restructured debt to long-term debt in accordance with the terms of the restructuring;

• reclassification of $287,500 of accrued and unpaid interest related to our notes payable to Centra that was included in the $4.3 million of notes payable to Centra that was restructured; and

• issuance of 29,000 shares of our Series C convertible preferred stock in exchange for $29.0 million of indebtedness owed to our lenders in accordance with the terms of the restructuring. The value of such preferred shares will be determined based upon an independent third party valuation currently in process. We are required to make a comparison between the future cash outflows associated with the restructured facility and the carrying value related to the previous credit facility. The carrying value of the restructured facility would be the same as the carrying value of the previous obligations, less the fair value of the preferred stock or common stock warrants issued.

(2) Excludes 1,877,637 shares reserved for issuance upon the exercise of currently outstanding options granted under our stock option plans and an additional 687,916 shares reserved for issuance under our various plans; and             shares reserved for issuance upon conversion of warrants (including              shares in connection with warrants to be issued to Friedman, Billings, Ramsey & Co., Inc. upon closing of this offering).

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected consolidated financial data have been derived from our audited consolidated financial statements as of and for the years ended December 31, 1998, 1999, 2000 and 2001 and our unaudited consolidated financial statements for the three months ended March 31, 2001 and 2002 and as of March 31, 2002. Operating results for the three months ended March 31, 2002 are not necessarily indicative of results that may be expected for the entire year ending December 31, 2002 or any other period. The following selected historical consolidated financial data should be read in conjunction with our consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Financial data for 1997 are not reflected in the table below because we acquired our current business in 1998. Prior to 1998, our primary business was the third party processing and administration of healthcare claims. During 2000 and 2001, we sold these businesses and the operating results are classified as discontinued operations in 1998, 1999, 2000 and 2001, and therefore, are not included in this presentation of Selected Consolidated Financial Information.

	Year Ended December 31,												Three Months Ended March 31,
	1998			1999			2000			2001			2001			2002
	(in thousands, except per share data)
Statement of Operations Data:
Operating revenue	$	10,024		$	18,691		$	26,964		$	32,918		$	7,983		$	7,949
Operating expenses:
Agent commissions		30			110			295			308			105			80
Personnel expenses		4,937			8,189			8,301			9,137			2,357			2,327
General and administrative expenses:
Network access fees		1,894			2,521			3,896			5,343			1,132			1,287
Bad debt expense		—			624			649			3,348			267			475
Other general and administrative		4,028			4,087			3,993			6,213			1,344			1,373
Depreciation and amortization		1,214			1,927			1,683			1,845			489			112
Loss on impairment of intangible assets		—			—			5,513			—			—			—
(Gain) loss on sale of investments		(33,240	)		(4,630	)		(332	)		2,503			—			—
Interest expense, net		5,540			7,364			10,237			11,970			1,817			2,558
Other expense (income)		11,921			208			1,120			(47	)		285			—
Income (loss) before provision (benefit) for income taxes, minority interest, discontinued operations, loss on sale of assets, extraordinary loss, and cumulative effect of change in accounting principle		13,700			(1,709	)		(8,391	)		(7,702	)		187			(263	)
Net income (loss)		9,698			104			(104,477	)		(45,221	)		(659	)		669
Basic and diluted net income (loss) per share from continuing operations before minority interest, discontinued operations, loss on sale of assets, extraordinary loss, and cumulative effect of change in accounting principle	$	0.55		$	(0.08	)	$	(0.37	)	$	(2.37	)	$	0.01		$	0.04
Basic and diluted net income (loss) per share		0.67			0.01			(7.64	)		(3.11	)		(0.05	)		0.04
Dividends declared per share of common stock		—			0.4125			—			—			—			—
Average common shares outstanding:
Basic		14,353			13,742			13,679			14,558			13,702			15,521
Diluted		14,584			13,922			13,679			14,558			13,702			15,910

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	As of December 31,												As of March 31, 2002
	1998			1999			2000			2001
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	1,291		$	—		$	482		$	395		$	387
Working capital		(93,903	)		(44,329	)		(104,859	)		(7,901	)		(6,856	)
Total assets		217,002			236,683			104,668			40,125			43,550
Total debt		97,322			95,762			66,038			76,086			75,056
Stockholders’ equity (deficit)		91,652			86,281			(20,340	)		(53,290	)		(50,439	)

	Year Ended December 31,				Three Months Ended March 31,
	1998	1999	2000	2001	2001	2002
Other Data:
Total claims processed	1,068,463	1,373,282	2,141,299	2,897,431	631,140	913,281
Internet claims processed	2,237	73,491	81,900	315,146	28,953	108,485

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with our consolidated financial statements, which appear elsewhere in this prospectus. To the extent that this discussion is more limited than the information in the consolidated financial statements, you should rely on the consolidated financial statements.

Introduction

We provide technology-enabled medical cost management solutions for the healthcare industry. We provide integrated national PPO network access, electronic claims repricing, and claims and data management services to health care payers, such as self-insured employers, medical insurance carriers, HMOs, third party administrators and other entities that pay claims on behalf of health plans, and PPOs and health care services providers.

We earn revenue in the form of fees generated from the repricing of medical claims for our healthcare payer customers. We generally enter into agreements with our healthcare payer customers under which they pay to us a percentage of the cost savings they realize from our network discounts with PPOs and providers. We recognize this revenue when claims processing and administrative services have been performed. A portion of our revenue is generated from customers that pay us a monthly fee based on eligible employees enrolled in a benefit plan covered by our health benefits payer customers. We recognize our monthly fee revenue at the time the services are provided. Revenue related to our PayerServ and PlanServ business units is earned on a per claim basis at the time the claims repricing and claims and network data management services are provided.

Our expenses generally consist of fees incurred to PPOs to provide access to their networks for our customers, compensation and benefits costs for our employees, occupancy and related costs, and general and administrative expenses associated with operating our business, taxes, and debt service obligations.

On April 12, 2002, we completed a restructuring of our credit facility with our senior lenders as well as certain other credit obligations. Under the terms of the restructured facility, our indebtedness was restructured by reducing our term loan with the senior lenders to $40.0 million, issuing to them $29.0 million of our Series C convertible preferred stock and an additional note in the amount of $184,872, and a note in the amount of $64,000 to Wachovia Bank, National Association representing unpaid administrative fees through the date of the restructuring. In connection with this restructuring, we issued the senior lenders 75,002 shares of common stock as a restructuring fee. As a result of the restructuring transaction, a $5.0 million subordinated note automatically converted into shares of our common stock with respect to which we have an obligation to ensure the holder’s receipt of $5.0 million upon the sale of such shares, including our obligation to issue and distribute to such holder as many additional shares of our common stock as may be necessary for the holder to realize an aggregate of $5.0 million of proceeds from their sale. In addition, $2.5 million of notes and other obligations were converted into shares of our common stock and a credit for in-kind claims repricing services, and the maturity date of notes totaling $4.5 million, plus accrued interest of $0.3 million, was extended to 2004. For a discussion of these restructuring activities, see “Recent Events Affecting This Offering” and “—Liquidity and Capital Resources.”

Results of Operations

The following table sets forth, for the periods indicated, the percentages that certain items of income and expenses bear to our revenue for such periods. Financial results for the years ended December 31, 1999, 2000 and 2001 and the three months ended March 31, 2001 have been recast to reflect the business units sold during the

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years ended December 31, 2000 and 2001, as discontinued operations. Interim results are not necessarily indicative of results for a full year.

	Year Ended December 31,						Three Months Ended March 31,
	1999		2000		2001		2001		2002
Operating revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Expenses:
Agent commissions	0.6	%	1.1	%	0.9	%	1.3	%	1.0	%
Personnel expenses	43.8	%	30.8	%	27.8	%	29.5	%	29.3	%
General and administrative	38.7	%	31.7	%	45.3	%	34.3	%	39.4	%
Depreciation and amortization	10.3	%	6.1	%	5.6	%	6.1	%	1.4	%
Loss on impairment of intangible assets	—		20.4	%	—		—		—
Other expenses (income)	—		4.2	%	(0.1	)%	3.5	%	—
(Gain) loss on sale of investments, net	(24.8	)%	(1.2	)%	7.6	%	—		—
Interest expense	41.4	%	38.9	%	36.8	%	23.1	%	32.2	%
Interest income	(2.0	)%	(0.9	)%	(0.4	)%	(0.1	)%	—
Equity in loss of joint ventures	1.1	%	—		—		—		—
Total expenses	109.1	%	131.1	%	123.5	%	97.7	%	103.3	%
(Loss) income before provision for income taxes, minority interest, discontinued operations, loss on sale of assets, extraordinary loss, and cumulative effect of change in accounting principle	(9.1	)%	(31.1	)%	(23.5	)%	2.3	%	(3.3	)%
(Benefit) provision for income taxes	(3.8	)%	(12.1	)%	81.4	%	0.5	%	(11.7	)%
(Loss) income before minority interest, discontinued operations, loss on sale of assets, extraordinary loss, and cumulative effect of change in accounting principle	(5.3	)%	(19.0	)%	(104.9	)%	1.8	%	8.4	%

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Operating Revenue

Operating revenue for the three months ended March 31, 2002 decreased slightly to $7.9 million from $8.0 million during the same period in 2001. Claims volume increased 282,000, or 44.7%, to 913,000 claims repriced in the first quarter of 2002 compared to 631,000 claims repriced during the same period of 2001. The increase in claims volume in 2002 was offset by a higher percentage of generally lower dollar value physician claims in the first quarter of 2002 compared to 2001, which resulted in a decrease in average revenue per claim. During the first quarter of 2002, we added 111 new payer customers, expanded our relationship with 24 additional customers and generated revenue from these customers of $0.7 million. This increase in operating revenue from new customers in 2002 was offset by operating revenue earned in the first quarter of 2001 from customers that no longer used our services in 2002 and the change in mix of the claims we repriced in 2002.

Personnel Expense

Personnel expense for the three months ended March 31, 2002 was $2.3 million compared to $2.4 million during the same period in 2001. Personnel expense as a percentage of operating revenue decreased to 29.3% in the first quarter of 2002 compared to 29.5% in the first quarter of 2001. We continue to benefit from increased efficiencies in our claims repricing operations through increased use of our technology, which allowed us to increase the number of claims processed per person in the first quarter of 2002 compared to the same period in 2001.

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General and Administrative Expense

General and administrative expense for the three months ended March 31, 2002 increased $0.4 million, or 14.8%, to $3.1 million from $2.7 million during the same period in 2001. This increase was related primarily to an increase in bad debt expense of $0.2 million, increased professional services, an increase in insurance costs that we believe was attributable to an overall increase in insurance premiums nationwide, and an increase in our network and electronic processing costs attributable to an increase in our claims volume. General and administrative expense as a percentage of operating revenue was 39.4% for the first quarter of 2002 compared to 34.3% for the same period in 2001.

Depreciation and Amortization Expense

Depreciation and amortization expense for the three months ended March 31, 2002 decreased $0.4 million, or 80.0%, to $0.1 million from $0.5 million during the same period in 2001. This decrease was principally attributable to the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Intangible Assets,” under which goodwill is no longer amortized but instead is subject to impairment tests at least annually.

Interest Expense

Interest expense for the three months ended March 31, 2002 increased $0.7 million, or 36.8%, to $2.6 million from $1.9 million during the same period in 2001. This increase resulted from increased interest rates on our secured credit facility from prime plus 1.0%, or 10.50%, at January 1, 2001 to prime plus 6.0%, or 10.75%, at March 31, 2002. In addition, we incurred significant bank charges and other financing costs that were included in interest expense associated with amendments to our senior bank credit facility during the three months ended March 31, 2002, the amended forbearance agreement and the sale to HealthPlan Holdings.

Income Taxes

The benefit for income taxes for the three months ended March 31, 2002 was $0.9 million compared to a provision for income taxes of $42,000 during the same period in 2001. Effective January 1, 2002, a new federal law was enacted allowing corporations to increase the period for which they may obtain refunds on past income taxes paid due to net operating losses (“NOLs”). The prior law allowed companies to use their NOLs for the preceding three fiscal years while the new law allows companies to use their NOLs for the preceding five fiscal years. Consequently, we recognized $0.9 million in income tax benefits in 2002.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Operating Revenue

Operating revenue for the year ended December 31, 2001 increased $6.0 million, or 22.3%, to $32.9 million from $26.9 million in 2000. During 2001, we added more than 500 new accounts and generated revenue from those customers totaling $6.2 million. Operating revenue from existing customers was flat in 2001 compared to 2000. Claims volume increased 0.8 million, or 38.1%, to 2.9 million claims repriced in 2001 compared to 2.1 million claims repriced in 2000. The percentage increase in operating revenue in 2001 was less than the percentage increase in claims volume because we repriced a higher percentage of generally lower dollar value physician claims in 2001 compared to 2000, resulting in a decrease in average operating revenue per claim.

Personnel Expense

Personnel expense for the year ended December 31, 2001 increased $0.8 million, or 9.6%, to $9.1 million from $8.3 million in 2000. Personnel expense increased as salaries and wages increased to meet increased volume of claims received and commissions earned from the increase in operating revenue. Personnel expense as

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a percentage of operating revenue decreased to 27.8% in 2001 compared to 30.8% in 2000, primarily because we were able to increase efficiencies in our claims repricing operations through increased use of our technology, which allowed us to increase the number of claims processed per person in 2001.

General and Administrative Expense

General and administrative expense for the year ended December 31, 2001 increased $6.4 million, or 75.3%, to $14.9 million from $8.5 million in 2000. This increase was primarily attributable to increases in network fees, electronic imaging, postage, computer software and maintenance costs, and printing costs supporting our increased operating revenue. General and administrative expense as a percentage of operating revenue was 45.3% in 2001 compared to 31.7% in 2000. Bad debt expense increased $2.7 million in 2001 due to the related increase in operating revenue, an overall increase in the estimated allowance for doubtful accounts based on historical collection rates, and a $1.2 million additional reserve against certain accounts resulting from customer negotiations. Additionally, we incurred increased legal and other costs associated with our divestitures and credit facilities restructuring activities during 2001 totaling $0.7 million. During 2000, we received proceeds from a key-man life insurance policy totaling $0.5 million, which reduced overall general and administrative costs during such period.

Other Income and Expense

Other income for the year ended December 31, 2001 was immaterial. Other expense for the year ended December 31, 2000 was $1.1 million. During the second quarter of 2000, we expensed legal, financial advisory, and other fees associated with the termination of our merger agreement with UICI, a Texas-based financial services firm. We entered into a contract to be acquired by them in October 1999. The transaction was mutually terminated in April 2000.

Loss on Sale of Investments

Loss on sale of investments for the year ended December 31, 2001 was $2.5 million compared to gain on sale of investments of $0.3 million in 2000. During the second quarter of 2001, we sold all of our shares of HealthAxis, Inc. stock and realized a net pretax loss on the sale of approximately $2.5 million. During the second quarter of 2000, we sold all 109,732 of our shares of Caredata.com, Inc. stock and realized a net pretax gain on sale of $0.3 million.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2001 increased $0.1 million, or 5.8%, to $1.8 million from $1.7 million in 2000. This increase was primarily attributable to the amortization of internally developed software costs that were capitalized in 2001 and the depreciation of new property and equipment acquired in 2001.

Interest Expense

Interest expense for the year ended December 31, 2001 increased $1.6 million, or 15.2%, to $12.1 million from $10.5 million in 2000. This increase resulted from increased interest rates on our senior secured credit facility from prime plus 1.0%, or 10.50%, at January 1, 2001 to prime plus 6.0%, or 10.75%, at December 31, 2001. In addition, we incurred significant bank charges that were included in interest expense associated with amendments to our senior bank credit facility during 2001.

Income Taxes

Provision for income taxes for the year ended December 31, 2001 was $26.8 million compared to a benefit for income taxes of $3.3 million in 2000. During 2001, we were required to establish a $36.5 million valuation

30

allowance on our net deferred tax assets as a result of cumulative losses in recent years, as required by SFAS No. 109, “Income Taxes.”

Discontinued Operations

Loss from discontinued operations, net of taxes for the year ended December 31, 2001 decreased $58.2 million, or 99.0%, to $0.6 million from $58.8 million in 2000. Loss on sale of discontinued operations, net of taxes for the year ended December 31, 2001 decreased $29.2 million, or 74.3%, to $10.1 million from $39.3 million in 2000. During 2000, these operations were adversely affected by the write-off of $80.3 million of goodwill and contract rights related to the business units sold determined by the selling price of the unemployment compensation and workers’ compensation, Ohio workers’ compensation managed care organization and self-funded business units sold in 2000, and the definitive agreement signed in April 2001 to sell our third party administration and managing general underwriter business units. The additional losses in 2001 were incurred based on actual results of operations and the terms of the final sale, which occurred in June 2001.

Extraordinary Loss

During the second quarter of 2000, we recorded an extraordinary loss of $1.0 million, net of taxes, related to our credit facility. This loss represented $1.5 million of pretax non-interest fees and expenses connected with the prior facility, which were previously subject to amortization over five years. No such gains or losses were recognized during 2001.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Operating Revenue

Operating revenue for the year ended December 31, 2000 increased $8.3 million, or 44.4%, to $27.0 million from $18.7 million in 1999. Operating revenue increased primarily due to the addition of new customers. Claims volume increased to 2.1 million claims repriced in 2000 compared to 1.4 million claims repriced in 1999, or a 50.0% increase in claims volume.

Personnel Expense

Personnel expense for the year ended December 31, 2000 increased $0.1 million, or 1.2%, to $8.3 million from $8.2 million in 1999. Personnel expense as a percentage of operating revenue was 30.8% in 2000 compared to 43.8% in 1999 because we were able to increase efficiencies in our claims repricing operations through increased use of technology that allowed us to increase the number of claims processed per person in 2000.

General and Administrative Expense

General and administrative expense for the year ended December 31, 2000 increased $1.3 million, or 18.1%, to $8.5 million from $7.2 million in 1999. The increase was primarily attributable to the growth in our business. Additionally, in 2000, we received proceeds from a key-man life insurance policy totaling $0.5 million that reduced overall general and administrative costs. General and administrative expense as a percentage of operating revenue was 31.7% in 2000 compared to 38.7% in 1999. The decrease in general and administrative expenses as a percentage of operating revenue was primarily due to overall increased efficiencies and the impact of the proceeds from a key-man life insurance policy received in 2000.

Gain on Sale of Investments

Gain on sale of investments for the year ended December 31, 2000 decreased $4.3 million, or 93.5%, to $0.3 million from $4.6 million in 1999. During the second quarter of 2000, we sold all 109,732 of our shares of Caredata.com, Inc. stock. In 1999, we sold 1,415,000 of our shares of HealthAxis.com stock.

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Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2000 decreased $0.2 million, or 10.5%, to $1.7 million from $1.9 million in 1999. This decrease was primarily attributable to property and equipment that became fully depreciated in 1999 that were not offset by related acquisitions in 2000.

Interest Expense

Interest expense for the year ended December 31, 2000 increased $2.8 million, or 36.4%, to $10.5 million from $7.7 million in 1999. This increase resulted from an increased average interest rate of 373 basis points on our line of credit due to the amended terms of our credit facility. This increase was partially offset by a reduction of $9.2 million in the average outstanding principal balance under the credit facility.

Income Taxes

Benefit for income taxes for the year ended December 31, 2000 increased $2.6 million, or 371.4%, to $3.3 million from $0.7 million in 1999. The benefit was recognized based on our effective tax rate during each year presented.

Discontinued Operations

Loss from discontinued operations, net of taxes and loss on sale of discontinued operations, net of taxes totaled $58.8 million and $39.3 million, respectively, for the year ended December 31, 2000. Gain from discontinued operations, net of taxes totaled $1.1 million in 1999. Loss from discontinued operations, net of taxes in 2000 represented the operating results of the businesses we sold in 2000 and 2001. These operations were adversely affected by the write-off of $80.3 million of goodwill and contract rights related to the business units sold determined by the selling price of the unemployment compensation and our workers’ compensation, Ohio workers’ compensation managed care organization and self-funded business units sold in 2000 and the definitive agreement signed in April 2001 to sell our third party administration and managing general underwriter business units.

Extraordinary Loss

We recorded an extraordinary loss of $1.0 million, net of taxes, related to our credit facility during the year ended December 31, 2000. This loss represented $1.5 million of pretax non-interest fees and expenses connected with the prior facility, which were previously subject to amortization over five years. No such gains or losses were recognized during 1999.

Liquidity and Capital Resources

Liquidity is our ability to generate adequate amounts of cash to meet our financial commitments. Our primary sources of cash are fees generated from the claims repricing services we provide our customers. Our uses of cash consist of payments to preferred provider organizations to provide access to their networks for our customers, payments for compensation and benefits for our employees, occupancy and related costs, and general and administrative expenses associated with operating our business, taxes, and debt service obligations. We had cash and cash equivalents totaling $0.4 million, at March 31, 2002. Net cash flow from operating activities was $11.5 million, $15.5 million, $5.7 million, $0.0 million and $0.2 million during the years ended December 31, 1999, 2000 and 2001 and the three months ended March 31, 2001 and 2002, respectively. During 2001, cash flow provided by operating activities was affected by negative cash flows from our discontinued operations.

During 2001 and the first quarter of 2002, we continued our efforts to restructure our existing debt as part of our business strategy. On April 12, 2002, we closed a transaction to restructure and refinance our existing bank

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debt. Under the terms of the restructured agreement, we entered into a $40.0 million term loan that accrues interest at prime plus 1.0% with interest payments due monthly beginning on April 30, 2002. Quarterly principal payments of $50,000 are due beginning June 30, 2002 and the term loan is payable in full on May 31, 2004. The term loan is collateralized by substantially all of our assets. The restructured credit facility does not include a line of credit or the ability to borrow any additional funds. The remainder of the amounts due to the lenders was exchanged for approximately $29.0 million of our Series C convertible preferred stock and an additional note in the amount of $184,872. The terms of the Series C convertible preferred stock are discussed in detail under “Description of Capital Stock—Preferred Stock—Series C Convertible Preferred Stock.” In connection with the restructuring, we issued an additional note in the amount of $64,000 for administrative agent fees. The restructured credit agreement contains certain financial covenants including minimum monthly EBITDA levels (defined as earnings before interest, taxes, depreciation and amortization and adjusted for non-cash items deducted in calculating net income and severance, if any, paid to certain of our officers), maximum quarterly and annual capital expenditures, a minimum quarterly fixed charge ratio that is based primarily on our operating cash flows, and maximum quarterly and annual extraordinary expenses (excluding certain pending and threatened litigation, indemnification agreements and certain other matters as defined in the restructuring agreement).

The accounting treatment for the restructured credit facility will comply with the requirements of SFAS No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructurings,” which requires that a comparison be made between the future cash outflows associated with the restructured facility (including principal, interest and related costs), and the carrying value related to the previous credit facility. The carrying value of the restructured credit facility would be the same as the carrying value of the previous obligations, less the fair value of the preferred stock or common stock warrants issued. We are currently in the process of obtaining an appraisal to determine the fair value of the stock and warrants issued, which will then establish the carrying value for the restructured facility. In the future, interest expense associated with the restructured credit facility will be calculated using the effective interest method, which is expected to be less than the stated interest rates on the restructured credit facility. We do not anticipate recognizing a gain or loss for accounting purposes in connection with the debt restructuring. However, we do anticipate recording a charge for various investment advisory and legal fees incurred in connection with the arrangement of the restructured credit facility.

In connection with the closing of the transactions contemplated by the restructured credit agreement, we entered into a letter agreement with the lenders and Wachovia Bank, National Association, as administrative agent for the lenders, and for the holders of the Series C convertible preferred stock, pursuant to which the lenders, in their capacity as such and as holders of the Series C convertible preferred stock, granted to us an option, exercisable for 120 days following the closing of the restructuring transaction, to consider the entire indebtedness under the restructured credit agreement paid in full and to redeem the Series C convertible preferred stock in exchange for the following consideration: (1) payment of $40.0 million plus accrued and unpaid interest under the restructured credit agreement; (2) payment of the outstanding principal balance plus accrued interest under an additional note in the principal amount of $184,872; (3) payment of outstanding fees and expenses of lenders’ counsel and consultants incurred in connection with the restructured credit agreement and prior credit agreements; (4) the issuance of an additional 1,650,000 shares of our common stock; and (5) replacement, substitution or cash collateralization of letters of credit in the aggregate amount of $5.4 million provided for under the restructured credit agreement. At this time we do not have any commitments for the funds necessary to exercise the option, but we plan to use the proceeds from this offering to do so.

In the event that we exercise our payoff option under the letter agreement with the lenders, we would reflect the retirement of the Series C convertible preferred stock at the value determined by the valuation described above in connection with the accounting for the restructuring and the issuance of common stock at fair value on the date of issue. The excess of the carrying value of the Series C convertible preferred stock over the value of the common stock would be reflected as an increase of our additional paid-in capital account. If the carrying value of the Series C convertible preferred stock is not in excess of the value of the common stock, the difference will be treated as additional preferred stock dividends, which will reduce our additional paid-in capital.

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We intend to use the proceeds of this offering in part to pay in full the indebtedness and other amounts owed to our senior lenders and redeem the Series C convertible preferred stock. If we are unable to do so at the closing of the offering, we will not proceed with the offering. We also intend to use a portion of the proceeds from this offering to repurchase, at the public offering price in this offering, net of underwriting discounts and commissions, some or all of the 1,650,000 shares of common stock to be issued to the senior lenders in connection with the exercise of our payoff option, at the election of the lenders.

As of March 31, 2002, we had notes totaling approximately $10.0 million related to a 1993 acquisition, a 1998 acquisition, equipment purchases and the HealthPlan Holdings transaction. In addition to the restructuring and refinancing of our credit facility, we entered into new agreements with certain of our subordinated note holders. The status of these revised notes is described below.

On April 12, 2002, the maturity date of notes totaling $500,000 due to two members of our board of directors was extended to December 1, 2004. These notes bear interest at prime plus 4% per annum, but payment of interest is subordinated and deferred until all senior obligations are paid.

As of December 31, 2001, we were in payment default with respect to notes aggregating $4.0 million payable to Centra. These obligations related to a 1998 acquisition by us. The default was caused by our failure to make interest payments due under such notes. On April 12, 2002, we restructured these notes. Under the restructured terms, notes totaling $4.3 million accrue interest monthly at a compound rate of 12% per annum. Interest is payable in shares of common stock determined by using the average trading price over the last ten trading days of the quarter. Additionally, the holder has the right to request interest to be paid in cash if there is available excess cash flow for such payments as permitted by our bank credit agreement. These notes mature on December 1, 2004. Interest and principal are due in full at maturity. At any time, Centra may convert some or all of the notes to shares of our common stock, based on the lesser of $6.398 or the average trading price of the common stock for the ten day period immediately preceding the date the note is converted. These notes are subordinated to the term loan with our lenders. We have agreed to use $3.0 million of the proceeds of this offering to repay a portion of the total amount outstanding under the convertible notes, leaving a principal balance of $1.3 million, which Centra has agreed to convert into shares of our common stock based on the offering price to the public in this offering, net of underwriting discounts and commissions. Centra has agreed not to sell those shares during the 180 days following completion of this offering and we have agreed to register those shares on a shelf registration statement after the expiration of the 180-day period.

On June 18, 2001, we completed the sale of our third party administration and managing general underwriter business units to HealthPlan Holdings. In connection with this non-cash transaction, HealthPlan Holdings assumed approximately $40.0 million in working capital deficit of the acquired businesses, $5.0 million of which was offset by a long-term convertible subordinated note. This note was converted into 813,273 shares of our common stock on April 12, 2002. Under the terms of this note, we are obligated to repay HealthPlan Holdings $5.0 million, plus all accrued and unpaid interest, and therefore, we may be required to issue additional shares to them to satisfy this obligation. We have agreed to use $5.0 million of the proceeds of this offering to repurchase the 813,273 shares from HealthPlan Holdings and satisfy this obligation.

In addition, at the closing of the sale to HealthPlan Holdings, we issued 709,757 shares of our common stock to offset an additional $5.0 million of the assumed deficit. We issued an additional 101,969 shares as penalty shares pursuant to the terms of the letter agreement settling certain post closing disputes. The purchase agreement contains customary representations, warranties, and cross indemnity provisions.

We are currently in discussions with HealthPlan Holdings to finalize any purchase price adjustments associated with this sale. These adjustments relate primarily to the amount of accrued liabilities and trade accounts receivable reserves, and the classification of investments at the transaction date. HealthPlan Holdings believes it is due approximately $1.7 million from us related to the transaction, while we believe we are due approximately $4.5 million from HealthPlan Holdings (which would be partially offset against other post-closing payments that we have agreed to pay, subject to certain limitations as provided in the transaction documents). In the event that we are unable to resolve these matters directly with HealthPlan Holdings, we will seek to resolve them through binding arbitration as provided for in the purchase agreement.

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On March 27, 2002, we retired a subordinated note payable to NEF, including accrued interest, totaling approximately $2.5 million by issuing 274,369 shares of our common stock, based on the closing price of our common stock one day immediately prior to the retirement date of this note, and by issuing a credit for $950,000 payable with in-kind claims repricing services.

On July 6, 2001, we completed a $3.8 million private placement of our common stock at a 15% discount to the ten-day trading average through July 2, 2001. The purchasers of these securities were certain investment accounts managed by DRZ, an investment management firm in which our director John Race is one of the principals. The net proceeds from this private placement were used to satisfy certain pre-closing obligations connected with our recent divestiture of our third party administration and managing general underwriter business units to HealthPlan Holdings.

We spent $8.0 million, $4.8 million, $0.5 million, $0.4 million and $0.2 million for capital expenditures during 1999, 2000 and 2001, and the three months ended March 31, 2001 and 2002, respectively.

We believe that our consolidated operating and financing obligations for the next twelve months will be met from internally generated cash flow from operations and available cash and this offering. We intend to repay the restructured credit facility with the proceeds of this offering.

Our ability to fund our operations and make scheduled payments of principal and interest on our indebtedness after the consummation of this offering depends on our future performance, which is subject to economic, financial, competitive, and other factors, many of which are beyond our control. If we are unable to generate sufficient cash flows from operations to meet our financial obligations, there may be a material adverse effect on our business, financial condition and results of operations, and a significant adverse effect on the market value of our common stock.

Inflation

We do not believe that inflation had a material effect on our results of operations for the years ended December 31, 1999, 2000 or 2001 or for the quarter ended March 31, 2002. There can be no assurance, however, that our business will not be affected by inflation in the future.

Critical Accounting Policies

The preparation of our consolidated financial statements requires that we adopt and follow certain accounting policies. Certain amounts presented in our consolidated financial statements have been determined in accordance with such policies, based upon estimates and assumptions. Although we believe that our estimates and assumptions are reasonable, actual results may differ.

We have included below a discussion of the accounting policies that we believe are affected by the more significant judgments and estimates used in the preparation of our consolidated financial statements, how we apply such policies and how results differing from our estimates and assumptions would affect the amounts presented in our consolidated financial statements. Other accounting policies also have a significant effect on our consolidated financial statements, and some of these policies also require the use of estimates and assumptions. Note 3 to our consolidated financial statements describes our significant accounting policies.

Revenue Recognition

We earn revenue in the form of fees generated from the repricing of medical claims for our healthcare payer, participating health care service provider, individual and provider network customers. We generally enter

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into agreements with our health benefit payer customers under which they pay to us a percentage of the cost savings they realize from our network discounts with participating providers. These agreements are generally terminable upon 90 days notice. During 2001 and the three months ended March 31, 2002, three customers and their affiliates accounted for an aggregate of 24.6% and 19.5%, respectively, of our net revenue. The loss of any of these customer groups could have a material adverse effect on our financial results. In 2001, more than 92% of our revenue was generated from percentage of savings contracts with our customers. Revenue from percentage of savings contracts is recognized when claims processing and administrative services have been performed. Revenue from customers with certain contingent contractual rights and revenue based on a percentage of collected cash are not recognized until the corresponding cash is collected. The remainder of our revenue is generated from customers that pay us a monthly fee based on eligible employees enrolled in a benefit plan covered by our health benefits payers clients. Revenue under such agreements is recognized at the time the services are provided. Revenue related to our PayerServ and PlanServ business units is earned on a per claim basis at the time the claims repricing and claims and network data management services are provided.

Accounts Receivable

We generate our revenue and related accounts receivable from services provided to healthcare payers, such as self-insured employers, medical insurance carriers, health maintenance organizations, third party administrators and other entities that pay claims on behalf of health plans, and participating health care services providers, which include individual providers and provider networks.

We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off history, average percentage of receivables written off historically and the length of time the receivables are past due. To the extent historical credit experience is not indicative of future performance or other assumptions used by management do not prevail, loss experience could differ significantly, resulting in either higher or lower future provision for losses.

Impairment of Intangible and Long-Lived Assets

As of March 31, 2002, we had goodwill related to the 1998 acquisition of our NPPN business totaling $29.4 million. We evaluate the carrying value of our goodwill for impairment whenever indicators of impairment exist. If we determine that such indicators are present, we then prepare an undiscounted future net cash flow projection for the asset. In preparing this projection, we must make a number of assumptions concerning such things as, for example, future booking volume levels, price levels, commission rates, rates of growth in our online booking businesses, and rates of increase in operating expenses. If our projection of future net cash flows is in excess of the carrying value of the recorded asset, no impairment is recorded. If the carrying value of the asset exceeds the projected undiscounted net cash flows, an impairment is recorded. The amount of the impairment charge is determined by discounting the projected net cash flows.

Through December 31, 2001, we evaluated goodwill for impairment based on undiscounted projected future cash flows and determined that no adjustment was necessary. However, if future actual results do not meet our expectations, we may be required to record an impairment charge, the amount of which could be material to our results of operations.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets.” SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill,

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or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead would be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. We adopted the provisions of each statement applying to goodwill and intangible assets acquired prior to June 30, 2001 on January 1, 2002. These new requirements will impact future period net income by an amount equal to the discontinued goodwill amortization offset by goodwill impairment charges, if any, and adjusted for any differences between the old and new rules for defining intangible assets on future business combinations. An initial impairment test must be performed effective as of January 1, 2002.

Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal operations of a long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. Management does not believe SFAS No. 143 will have a significant effect on our financial position, results of operations or liquidity.

In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes and amends SFAS No. 121 and relevant portions of SFAS No. 30. SFAS No. 144 was required to be adopted on January 1, 2002. We do not expect the adoption of SFAS No. 144 to have a significant effect on our financial position, results of operations, or liquidity.

On April 30, 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect and eliminates an inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Generally, SFAS No. 145 is effective for transactions occurring after May 15, 2002. We do not expect the adoption of the standard to have any impact on us.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business. We are subject to interest rate risk on our term loan (at prime plus 1%) and on any future financial requirements, which are funded with variable interest rates. Our fixed rate debt consists primarily of outstanding balances on our notes issued to CG Insurance Services, Inc., the former owner of Centra, and certain equipment notes. See “—Liquidity and Capital Resources” above.

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BUSINESS

Our Company

We are a publicly traded preferred provider network, or PPO network, and technology-enabled network management company, providing medical cost management solutions for the healthcare industry. Our customers include healthcare payers, such as insurance carriers, self-insured employers, third party administrators and other entities that pay claims on behalf of health plans, as well as PPOs and healthcare service providers.

We offer three complementary products and services:

First, we provide healthcare payers with access to NPPN, our nationwide PPO “network of networks”, which offers discounts on medical services that fall outside of a payer’s primary PPOs and electronic claims repricing services to our healthcare payer customers. NPPN is comprised of regional and local PPOs with which we contract and includes more than 400,000 physicians, 4,000 acute care hospitals and 55,000 ancillary care providers, making us one of the largest PPO networks in the United States based on the number of participating healthcare providers. As of March 31, 2002, we had approximately 750 payer customers located throughout the country with 2.0 million estimated members. Prior to 2002, NPPN accounted for all of our revenue.

In 2001, we launched our PayerServ and PlanServ business units to exploit the automated claims repricing and provider data management platform that we developed for our NPPN network. PayerServ and PlanServ offer a suite of medical cost containment services designed to offer payers and PPOs expense savings and revenue enhancement opportunities through the outsourcing of electronic claims repricing, network database administration, claims data management, mailroom and paper claim conversion, web hosting and management reporting. We believe that the current lack of in-house claims processing expertise on the part of most healthcare payers and PPOs and the predominantly manual nature of the network claims repricing and management processes utilized in the industry today create a strong demand for the types of outsourced services that we offer.

Our PayerServ business unit, which supports health insurance carriers, third party administrators and self- insured employers, uses our technology to address the cumbersome task of moving, tracking and repricing healthcare claims among a number of PPOs with which a payer has contracts. Our PlanServ business unit uses the same technology to support primary PPOs that lack the in-house capabilities to develop their own automated claims handling and repricing systems or to efficiently manage the provider data necessary to provide network access.

Our Revenue

Our revenue has historically been generated by NPPN and consists primarily of a percentage of savings based on the discount that our network is able to pass along to a payer customer. Providers contract with and offer discounts to primary networks in an effort to generate patient flow and ensure prompt payment for services. NPPN offers its network to payers as an additional network that is intended to contain costs when an insured obtains medical services from a provider outside of the primary network of the payer. When a provider bills a payer for medical services that fall within the NPPN network, we electronically review the bill and reprice it to conform to our network pricing agreement, which is typically lower than the invoiced amount. We earn a percentage of the savings, which is generally between 18% and 20% of the discount. In our industry, this is called a “percentage of savings” revenue model. The balance of our NPPN revenue has historically come from payer customers who use NPPN as a primary PPO and pay us a flat fee per month based on the number of enrolled members. We can also customize our per employee per month and percentage of savings models depending on payer requirements. For PayerServ and PlanServ, we typically derive revenue from claims repricing and claims and network data management services on a per claim basis, with the amount charged per claim based on estimated annual claims volume.

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Business Strategy

Our objective is to increase the market share for our NPPN business and to build our new outsourcing businesses, PayerServ and PlanServ.

Our strategy is to market our established NPPN brand as a leading national PPO network and to provide a broad array of technology-based services to existing and new customers, designed to help them better manage the rising cost of healthcare. We expect to focus our strategy on further penetrating the payer market with both our NPPN and PayerServ products. We also expect to generate revenue through our PlanServ product, which will be marketed to PPOs.

Focused Penetration of Payer Market.    We plan to increase the revenue from, and profitability of, our core NPPN network access business by increasing our payer customer base. We believe that we can increase our market share by marketing our claims repricing technology, the attractiveness to payer customers of our percentage of savings revenue model vs. the per employee per month revenue model used by many of our competitors, and our ability to capture discounts on a large percentage of claims due to the size of our NPPN network. We expect the relationships with payers that we have developed through our NPPN business to provide us with the opportunity to cross-sell our PayerServ product. Additionally, because NPPN is a network composed of a number of regional PPOs, we believe that we will have the ability to market our NPPN and PlanServ products to these PPOs as well. We believe that our ability to market our products to PPOs is enhanced because, in operating our own NPPN network, we have gained experience in dealing with the back office, automation and technology challenges that most PPOs face.

Emphasis on Superior Technology.    We intend to differentiate ourselves as the PPO industry’s technology leader by using our recently developed electronic claims repricing technology to increase our customer base. In addition, we plan to update and introduce new technology-enabled services and to improve the speed and accuracy of our existing technology. The latest version of our Internet claims repricing system, ClaimPassXL v. 3.0, allows us to shift claims repricing submissions from paper or fax to the Internet and to reduce our claims processing costs and improve turnaround time to payers. We believe that faster turnaround of claims repricing will become more important to payers, as state insurance regulators increase their scrutiny of claims payment turnaround times. Since the release of ClaimPassXL v. 3.0 in March 2001, our volume of Internet repriced claims increased from approximately 9,000 in February 2001 to approximately 27,000 in December 2001. During the first quarter of 2002, approximately 200 customers used ClaimPassXL v. 3.0, resulting in more than 109,000 claims processed and more than $2.3 million in revenue for the quarter.

Background

We were incorporated in Delaware in 1994 and completed our initial public offering in May 1995 under the name HealthPlan Services Corporation. We changed our name to PlanVista Corporation in April 2001. Our original core business, which involved the third party administration of healthcare claims for large and small group employers and a managing underwriter business, was purchased from Dun & Bradstreet Corporation in 1994. After our 1995 initial public offering, we initiated a series of acquisitions designed to grow our business. We spent more than $170 million in cash to acquire seven businesses between 1995 and 1998, including the May 1998 purchase of the NPPN business.

By 1999, a number of our businesses, other than the NPPN business that is our core business today, had become unprofitable. We were burdened with more than $100 million of senior debt, more than $10 million of subordinated debt and approximately $25 million of working capital deficit.

In June 2000, we initiated a strategic turnaround program designed to (1) divest our third party administration businesses, (2) reduce our senior debt, (3) focus our efforts on enhancing our NPPN business unit and (4) restructure our balance sheet.

We disposed of all of our third party administration and managing general underwriter businesses in a series of transactions during 2000 and 2001. Upon completion of the disposition of these businesses, we were left with a debt structure that our remaining NPPN core business was not able to service, and we were unable to pay our

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senior secured debt when it matured in August of 2001. Our senior lending group entered into a forbearance agreement under which we operated until April 12, 2002, when we completed a new credit facility and closed on a debt restructuring transaction. For a description of our recent debt restructuring and other events affecting this offering, see “Recent Events Affecting this Offering.” Our current business consists of our core NPPN network access business, as well as our new PayerServ and PlanServ business units which were introduced in 2001 and began earning revenue in the first quarter of 2002.

Market Opportunities and Our Solutions

We have identified several trends and opportunities in the healthcare industry, which we believe are driving increased demand for our NPPN network and for technology-enabled, outsourced claims repricing services:

Rising Employer Healthcare Costs.    Based on a 2001 survey of more than 2,800 employers conducted by William M. Mercer, Incorporated, employer-sponsored health benefit costs rose 6.6% in 2000 and 12.1% in 2001. The same survey reported that average healthcare costs per employee rose from $4,097 in 1999 to $4,430 in 2000 and to $5,162 in 2001, and forecasted an increase for 2002 of an additional 12.8%, or $761 per employee. Payers have attempted to control costs for their customers, who are often large employers, through a variety of methods, including lowering reimbursement rates, restricting coverage for services, limiting access to a select group of providers, negotiating discounts with PPOs and healthcare providers, and shifting the economic risk for the delivery of care to providers. Despite payers’ attempts to reduce costs, the cost of healthcare continues to experience annual percentage increases of more than twice the rate of inflation.

Our Solution.    We believe that our percentage of savings revenue model will be increasingly attractive to payers seeking to control costs for their customers. We also believe that our technology-based approach to claims processing enables our payer customers to realize efficiencies that lower their costs. We expect these features of our business model to increase our revenue in the current market environment.

PPO Networks are Growing.    According to the Mercer survey referenced above, the United States healthcare industry has shifted away from traditional fee-for-service indemnity plans to PPOs, health maintenance organizations (or HMOs) and other managed healthcare benefit plan products. We believe that the demand for PPO services is growing as payers struggle with the recent increases in the cost of healthcare, while their members, who are the individuals and employees that the payers insure, desire more flexibility and control in the selection of their healthcare providers than traditional HMOs offer. According to the Mercer survey, enrollments for both PPOs and HMOs were 32% of the total enrollment in employer-sponsored plans in 1997. The American Association of Preferred Provider Organizations reports that, in 2001, PPO enrollment grew to 44% of total enrollment, representing the healthcare needs of nearly 107 million Americans, as compared to HMO enrollment, which grew to only 35% of total enrollment.

Our Solution.    We believe that these trends increase the need and opportunity for our products and services. The growth in PPO enrollment presents us with an opportunity to continue to grow our NPPN business. Based on our internal analyses, we estimate that a payer typically receives discounts from its primary PPO networks on approximately 60-65% of the dollar volume of its claims. Because NPPN has established a large nationwide network of regional PPOs, payers that fail to capture discounts from their primary PPOs can achieve discounts through a relationship with NPPN on these claims that are not otherwise eligible to receive discounts. Our internal data suggest that, of the 35-40% of all claims that are not discounted by a payer’s primary PPO, approximately 50% would have received a discount had the payer established a contract with NPPN. We believe that the growth in the utilization of PPOs also enables us to obtain new business by marketing our claims repricing technology as a means of helping payers manage the cost of claims.

Most Payer and PPO Processing Systems are Manual and Inefficient.    We believe that the current level of automation and electronic processing of claims in the healthcare industry is limited and that most claims are submitted on paper and processed manually, which is an inefficient process. We believe that this inefficiency is the result of reluctance on the part of networks, payers, PPOs and providers to incur the expense of developing their own automated systems to manage the claims repricing and payment process.

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Our Solution.    Our PayerServ and PlanServ business units offer our payer and PPO customers the ability to outsource technologically-advanced claims processing methodology such as EDI and the Internet. This technology dramatically increases claims repricing speed and accuracy, and can lead to increased reimbursement levels, reduced operating costs, improved cash flow and reduced administrative and personnel expenses. For example, by using our PlanServ product, a PPO can enhance its position with health insurers by offering the carrier rapid and efficient repricing of claims. We believe that our PayerServ and PlanServ business units provide our customers with an economical outsourcing alternative to the significant capital investment required in developing their own in-house automated systems.

Regulatory Changes and Consumer Demands Affect Claims Format and Processing Requirements. Regulations such as HIPAA and measures taken by the National Committee on Quality Assurance and by consumers continue to evolve, resulting in new requirements for claims format and processing and new requirements for protecting patient privacy and confidentiality. Payers are increasingly being held to shorter claims turnaround times, greater accuracy, fewer claims reversals and other performance and member satisfaction measures by customers, as well as by recent legislation. Our internal data suggest that the repricing time for a typical claim is 10-15 days for third party administrators and 10-30 days for insurance carriers. The repricing process represents a significant portion of the total time required to settle a health insurance claim.

Our Solution.    We believe that our claims processing technology will be compliant with the new requirements imposed by HIPAA and other laws and regulations. We guarantee that we will reprice paper or fax claims within 72 hours, EDI claims within 24 hours, and Internet-submitted claims immediately. Accordingly, we believe that our ability to accurately reprice claims and to guarantee short turnaround times will be viewed as valuable by payers seeking to shorten their overall claims turnaround times. To the extent that payers, PPOs and providers are unable to satisfy the new legal, regulatory and consumer requirements in-house, we believe they will engage outsourced service providers, such as us, to electronically manage and transmit their claims.

Claims Data are Transmitted In a Variety of Formats.    As a result of the various stages of technological development at claims sources, such as physician’s offices, laboratories and hospitals, and the various claims systems in use, repricing systems must allow for receiving claims through a variety of media, such as paper, faxes, EDI and the Internet, as well as returning claims to payers in various claims formats.

Our Solution.    We can accommodate and utilize all transmission media currently available for receiving and transmitting claims.

PPO Discount Terms are Becoming Increasingly More Complex.    The discount terms being offered by PPOs are becoming increasingly complex, with traditional percentage discount terms shifting to pricing per diagnostic clusters known as “Diagnosis Related Groups”, where procedures applicable to a variety of medical conditions in the same diagnostic code grouping receive the same price and fee schedules, which are unique to each provider and/or payer customer. While historically most payers’ information systems and applications could handle simple percentage discount repricing calculations, we believe that most are not well suited for current PPO contract terms requiring detailed, often complex, repricing calculations, frequently requiring the assistance of, and interpretation by, knowledgeable personnel. Most payers’ systems are limited in their ability to efficiently manage multiple health plans, maintain provider tables and track demographics and fee schedules. Moreover, we estimate that the average payer, looking to increase its ability to discount claims and thus reduce costs, has contractual relationships with 25-30 PPO networks, with some payers having more than 100 network relationships. Each of these networks may have different discount methodologies and rates, greatly adding to a payer’s administrative burden and increasing the complexities of processing and repricing claims.

Our Solution.    Our claims processing technology can handle these complexities, and the PayerServ solution is designed to provide the payer with an outsourced alternative to performing these functions in-house.

Employers’ Increased Difficulty in Securing Stop-loss Insurance.    Employers rely on stop-loss insurance to protect their self-funded medical plans from catastrophic losses. Employers are having difficulty in securing this coverage, as many stop-loss underwriters and reinsurers have exited the US marketplace, and stop-

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loss coverage is being issued to those payers that have effective cost management programs in place. Employers that establish effective medical cost containment relationships with PPOs, other PPO plans like ours and other cost containment entities are more likely to receive coverage from the remaining stop-loss carriers and reinsurers.

Our Services

We provide technology-enabled medical cost management solutions for the healthcare industry. Our customers are healthcare payers, PPOs and participating healthcare service providers.

We currently operate three business units: the NPPN network access business and PayerServ and PlanServ, our two new outsourcing business units. Each business unit delivers products and services directed at payers, PPOs and/or providers designed to assist the customer in managing its medical costs or enhancing its operating performance and profit ability. Prior to 2002, the NPPN network access business accounted for all of our revenue. PayerServ and PlanServ were launched in the spring of 2001, and secured their first customers in November 2001 and February 2002, respectively, collectively generating approximately 5% of our revenue in the first quarter of 2002.

NPPN Network Access.    We provide our payer customers with access to our national PPO network, NPPN, which offers deep discounts on healthcare provider services, including more than thirty local PPO networks and independent physician’s associations. In addition, our technology-enabled claims repricing system and network data management services enable our customers to reprice and transmit claims efficiently, quickly and accurately, thereby reducing costs. We provide payers access to our integrated national network which includes more than 400,000 physicians, 4,000 acute care hospitals and 55,000 ancillary care providers and provides network coverage in all 50 states. We believe that, based on the number of participating providers, our network is one of the largest in the United States. We believe that the size of our network and the level of discounts we provide allow our payers to reduce medical claims costs they might otherwise have to pay and to increase their healthplan savings.

We generally enter into agreements with payers that require them to pay us a percentage of the cost savings realized from utilizing our network discounts with participating providers. We typically earn between 18-20% of the discount. For the first quarter of 2002, NPPN network access revenue was $7.5 million, including $6.6 million of revenue from percentage-of-savings contracts. We derive the balance of our NPPN revenue from payer customers that pay us a flat fee per month based on the number of enrolled members.

We believe that our established regional PPO network relationships allow us to offer a broad network with well-qualified local providers to payers and their members in many markets throughout the U.S. Our network contracts generally have renewable terms ranging from one to two years, but are generally terminable by either party on 90 days’ notice. More than 80% of our participating providers have been our partners for more than three years, with some relationships spanning seven years.

Electronic Claims Repricing.    Our electronic claims repricing services benefit both our payer customers and our participating providers. We can also customize our percentage of savings and per employee per month revenue models depending on the payer’s requirements. A payer or provider submits a claim to us at the full, undiscounted provider rate, and we electronically “reprice” the claim by calculating the reduced contractual price based on NPPN’s negotiated network discount. We return the repriced claims file to the payer electronically, guaranteeing our turnaround times. We accept claim information from payers and providers through traditional methods such as paper and faxed claims, as well as through electronic formats such as EDI and the Internet. We believe that our claims turnaround times are better than those of our major competitors with paper or faxed claims at 72 hours or less, EDI claims at 24 hours or less, and Internet claims immediately. As departments of insurance and regulatory agencies continue to require payers to process claims more quickly, we believe our electronic repricing system will be a major factor in growing our business.

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We believe that the benefits of our system to payers are significant. To load PPO rates and demographics into the payer’s claims system is time consuming and expensive. We offer a turnkey solution that requires only a limited number of payer personnel. We can reduce claims turnaround times and provide efficient claims transmission options. Our system can also reduce lost claims, reduce the number of undiscounted claims, support high claim volume customers, and improve accuracy over manually processed claims.

Claims and Provider Network Data Management. We use our management information system capabilities to provide utilization reports and reports on savings and turnaround time. Our data management services include maintaining provider demographics, fee schedules and updating provider directories for our payer customers. Our utilization reports generate detailed data regarding the savings realized by our customers, including itemization of the total number of claims incurred, the number of claims discounted and the average discounts. We also prepare reports for payers that capture information regarding cost management, demographics, case management, provider services, diagnoses and procedures. Payers can use this information to help design health plans that effectively control costs, yield favorable loss ratios (which is the ratio of paid medical claims compared to collected premiums) and enhance member benefits. We integrate several components of certain licensed reporting software, which permits our PPO and provider customers to quickly access claims data to produce a variety of analytic reports.

PayerServ and PlanServ.    Our PayerServ and PlanServ business units use our existing technology and operating platforms. The products and services are offered on an outsourced basis and most are priced on a per claim basis, with the amount charged per claim based on estimated annual claim volume.

PayerServ is our outsourcing business unit that addresses the needs of our payer customers. The products and services that we offer through PayerServ include electronic claims repricing, claims and network development management, claims management, mailroom services and management reporting. For each potential PayerServ customer, PayerServ analyzes the customer’s claims work flow, claims volume and types, PPO network configurations, and related personnel. Then, based on our proprietary pricing model, PayerServ determines the pricing per claim transaction. We believe that the customer benefits from reduced operating expenses, streamlined network management, HIPAA compliant transactions, and electronic repricing with rapid turnaround times. In addition, we do not require upfront network loading fees and monthly maintenance fees, which are features of many of our competitor’s systems. We are also able to market our NPPN network to our PayerServ customers as a supplemental network to capture claims that fall outside the payer’s primary network.

PlanServ is our outsourcing business unit that addresses the needs of our PPO customers. The products and services that we offer through PlanServ include claims repricing, network database administration (the updating, through addition and deletion, of providers and their rates), claims data management, mailroom and paper claim conversion, webhosting and management reporting.

In connection with our NPPN business, we have all of our network partners’ rates available electronically through our ClaimPassXL system. Therefore, we can make a webhosting capability offered by PlanServ available to our network partners via the Internet they can in turn offer this capability to their clients. Our customers do not have to distribute their rates to their payers, manually reprice claims or be concerned with HIPAA compliance. Our PlanServ customers can increase their revenues by charging their customers for repricing without having to spend capital to buy hardware and develop their own in-house capabilities. PlanServ charges our network customers a per transaction fee of $.50 to $1.00.

PlanServ also offers our customers management reporting products that capture important claims data that our PPO customers can use to negotiate better physician and facility discounts. We believe that obtaining and analyzing information is increasingly important to PPOs because this information is necessary for them to properly set their discount levels. Our reporting products enable our PPO customers to deal with payers from a position of knowledge.

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Customers

Our customer base is primarily composed of medical claims payers, such as medical insurance carriers, self-insured employers, third party administrators and other entities that pay medical claims, such as HMOs and cost containment companies. PPOs, which supplement their own regional network with our network, also produce revenues for us. For 2001, we derived our revenues as follows: medical insurance carriers represented 47.2%; third party administrators represented 26.7%; self-insured employers represented 23.8%; and cost containment companies and PPOs represented 2.3%.

Our customers include: medical insurance carriers, such as Conseco Medical Insurance Company, American Community Mutual Insurance Company, CERES Group, Inc. and Aetna US Healthcare, Inc.; self-insured employers, such as National Telephone Cooperative Association, Matathon Oil Corporation, Dart Container Corporation and American Freightways, Inc.; third party administrators, such as Key Partners, Inc., Wausau Benefits, Inc., Brokerage Concepts, Inc. and Florida 1st HealthPlans, Inc.; and cost containment companies and provider networks, such as InterPlan Corporation, HFN, Inc., American Health Holdings, Inc., Global Claim Resources and Healthcare Strategies.

Sales and Marketing

We employ eight sales professionals located regionally across the country to sell NPPN, PayerServ and PlanServ products and services. Our account executives each have assigned territories that encompass a number of states. Their performance is measured by growth in our business from existing customers, as well as by their success in obtaining new customers. Each year, we assign a new business sales target to each account executive. Our account executives receive a base salary plus commission. The commission schedule is reviewed annually and is targeted to the development of new customers and the sale of high margin services.

Our marketing department employs seven associates in our Tampa, Florida and Middletown, New York locations. Their responsibilities include promotions, advertising, trade shows and conferences, administrative support, responding to requests for information, producing customer proposals, and developing brochures and literature.

The product development group, which is part of the marketing department, is responsible for adding new products to our offerings from which we can derive new revenue streams. As a result of their efforts, we have recently begun to offer new products such as utilization review, utilization management, large case management, out-patient laboratory services and bill negotiation and review.

Our Intellectual Property and Technology

Our proprietary technology offers customers the benefits of an open architecture, which means that it is compatible with other operating systems and applications. Using a combination of EDI and Internet systems, customers can interface with our claims repricing system without incurring significant incremental capital expenditures for hardware or software or having to adopt a specific claims format. The open architecture of our system also improves reliability and facilitates the cross-selling of other technology-based services to our customers, in part because of the following characteristics:

Scalability.    Our systems are designed to be highly scalable or adaptable to levels of use. Using TCP/ IP in a Unix and Windows NT environment with a 10/100/1000 Mhz backbone, we have designed our systems to accommodate additional servers and disk space as needed with little or no interruption in processing. Using Oracle, our database technology gives us the flexibility to design web-enabled, customer applications that do not require the installation of proprietary software and to design new internal systems using the language of our choice (currently Visual Basic and Visual FoxPro).

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Modularity.    Our systems have been developed with discrete or specific functionality that can be replicated and utilized with additional hardware so that the discrete functions may be reorganized and the system adapted to service different situations. We believe that this modularity enables us to optimize application and hardware performance, and take immediate advantage of improvements in hardware and software.

Redundancy.    All production servers are designed with a redundant array of inexpensive disks, which provides protection in the event a disk fails. Our hardware is replicated to provide redundancy in the event of a total system failure. We document and review our disaster recovery plans quarterly in order to reduce the risk of business interruption.

Industry Standards.    Through the adoption and active use of standard formats for healthcare EDI processing, we can support payer and provider processing requirements and provide standard interfaces to other EDI processing organizations. In addition, we believe that our EDI technology is fully compliant with HIPAA and other data privacy standards currently in place.

Ease of Use.    Our products utilize a 32 bit graphical user interface. Our web-based products are written in Java and function in any operating system capable of using a web browser, thereby enhancing ease of use by our customers.

Remote Connectivity Offerings.    We were an early adopter of the emerging Internet technology, quickly providing connectivity through virtual private networking, file transfer protocol and web-enabled applications. We believe that these features allow us to provide improved service levels and lower pricing. We have established relationships with multiple telecommunications vendors to ensure reliable and redundant connectivity over T1 and frame relay circuits.

Because our proprietary technology, mainly software and software applications, is neither patented nor copyrighted, we rely on trade secret laws for its protection. We have also implemented certain security measures such as firewall protection and corporate antivirus, e-mail and facility security to protect our systems from access by unauthorized parties who might want to copy or otherwise use our technologies. In addition, we rely on technology licensed from third parties to perform key functions, and may be required to license additional technology in the future. These third-party licenses are an essential element of our business. We have filed federal trademark applications for the marks “PlanVista Solutions” and “ClaimPassXL.”

Regulatory Matters

Regulation in the healthcare industry is constantly evolving. Federal, state, and local governments, as well as other third-party payers, continue their efforts to reduce the rate of healthcare expenditures. Many of these policy initiatives have contributed to the complex and time-consuming nature of obtaining healthcare reimbursement for medical services. Our customers perform services that are governed by numerous other federal and state civil and criminal laws, and in recent years have been subject to heightened scrutiny on claims practices, including fraudulent billing and paying practices.

HIPAA sets forth procedures for administrative simplification and establishes standards and requirements for the electronic transmission of certain health information, which has had, and will continue to have, a significant effect on developers and users of healthcare information systems. DHHS issued final regulations, applicable to all healthcare providers, payers and healthcare clearinghouses, relating to patient information privacy and electronic transactions. However, in March 2002, DHHS proposed certain modifications to the final privacy regulations. The regulations related to patient information privacy establish privacy safeguard standards and implementation procedures that companies will have to follow, including adopting written privacy procedures and training employees. Companies must be in compliance with these regulations by April 2003. The regulations related to electronic transactions provide requirements for electronic transactions and requirements to adopt standard code sets to be used when describing diseases, injuries and other health problems, as well as their causes and symptoms. Compliance with these regulations was originally required by October 2002, but has been

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extended to October 2003 if a compliance plan is submitted to DHHS by October 2002. Additionally, there are proposed regulations relating to security of individual health information and standards for a national employer identifier. While HIPAA could have an adverse effect on the operations of providers and payers and consequently reduce our revenue, we believe that we possess the technical and managerial knowledge and skills to benefit healthcare organizations seeking to establish compliance with HIPAA requirements. We have analyzed the extent to which we may need to alter our systems to comply with these regulations and do not believe that there will be significant costs to us in complying with such regulations.

Finally, there has been recent proposed legislation to amend the Public Health Service Act and the Employee Retirement Income Security Act of 1974 to protect consumers in managed care plans and who have other types of health coverage that could have an impact on our business. Introduced as the Bipartisan Patient Protection Act, this bill, if passed, would apply a uniform federal floor of protections to individuals with private health insurance, thus allowing states to enact more protective standards, and create a timely review process when individuals are denied treatment and would require prompt claims payment. Additionally, the proposed bill would permit patients to go to court to seek redress for any wrong that causes injury, subjecting both the plan and the issuer to liability.

Federal and state consumer laws and regulations may apply to us when we provide claims repricing services. In addition, while we are currently not subject to licensing requirements for the services we provide, it is possible that we will be subject to future licensing requirements in any of the states in which we currently perform services.

The high level of regulation of the healthcare industry by various governmental entities at the federal, state and local level make many healthcare providers eager to outsource many of the compliance aspects associated with such regulations. We believe we are well positioned to provide such services using our repricing technology and other claims processing technology that will facilitate compliance with the various laws and regulations.

Competition

PPO Network Access. The PPO industry is highly fragmented. According to the American Association of Preferred Provider Organizations, there are more than 900 PPOs in the United States. A few companies have provider networks and claim volumes of meaningful size, such as First Health Group Corporation, BCE Emergis/eHealth Solutions Group, Beech Street Corporation, Coalition America, Inc. and Multiplan, Inc. The remainder of the competitive landscape is diverse, with major insurance companies and managed care organizations such as Blue Cross Blue Shield, Aetna US Healthcare, WellPoint Health Networks, Inc., United Health Group, Humana Health Care Plans, Private Healthcare Systems (PHCS) and Cigna Healthcare also offering proprietary PPO networks and services. In addition, the number of independent PPOs has decreased as managed care organizations and large hospital chains have acquired PPOs to administer their managed care business and increase enrollment. We believe that the market remains extremely fragmented, and we expect consolidation to continue as the participants in the industry seek to acquire additional volume and access to PPO contracts in key geographic markets.

Electronic Claims Repricing. Currently, the claims repricing service market is fragmented. Our repricing competitors provide some or all of the services we currently provide. Our competitors can be categorized as follows:

• large managed care organizations and third party administrators with in-house claim processing and repricing systems, such as Blue Cross Blue Shield, UnitedHealth Group and WellPoint Health Networks, Inc.;

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• healthcare information technology companies providing enterprise wide systems to the payer market, such as McKesson/HBOC, Eclipsys Corporation and Perot Systems; and

• healthcare information software vendors selling claim processing products to the provider market, such as The Trizetto Group, HealthAxis and Avidyn/ppoOne, Inc.

The market for claims repricing services is competitive, rapidly evolving, and subject to rapid technological change. We believe that competitive conditions in the healthcare information industry in general will lead to continued consolidation as larger, more diversified organizations are able to reduce costs and offer an integrated package of services to payers and providers.

Employees

At April 23, 2002, we had 155 employees, 25 of whom report to our headquarters in Tampa, Florida and 130 of whom report to our operations and technology center located in Middletown, New York. Our employees are not represented by a labor union or a collective bargaining agreement. We regard our relationships with our employees as satisfactory.

Properties

We conduct our business from our 8,200 square foot headquarters facility in Tampa, Florida and our 24,000 square foot facility in Middletown, New York. We lease both of these facilities. We believe that our facilities are adequate for our present and anticipated business needs. In 2002, we moved our Tampa headquarters to its current location. We continue to pay rent to HealthPlan Holdings for our former Tampa location through June 2002.

Legal Proceedings

In the ordinary course of business, we may be a party to a variety of legal actions that affect many businesses, including employment and employment discrimination-related suits, employee benefit claims, breach of contract actions and tort claims. In addition, we have a number of indemnification obligations related to certain of the businesses we sold during 2000 and 2001, and we could be subject to a variety of legal and other actions as a result of such indemnification obligations. We currently have insurance coverage for some of these potential liabilities. Other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not cover the damages awarded. While the ultimate financial effect of these claims and indemnification obligations cannot be fully determined at this time, in the opinion of management, they will not have a material adverse effect on our financial condition, results of operations, or cash flows.

In July 1999, TMG Life Insurance Company (now known as Clarica Life Insurance Company) asserted a demand against HPS (the subsidiary that we sold to HealthPlan Holdings) for claims in excess of $7 million for breach of contract and related claims, and that HPS asserted breach of contract and various other claims against Clarica. Following arbitration, we settled the dispute with Clarica in October 2000, in consideration for payment to them of $400,000. On April 17, 2000, Admiral Insurance Company, our errors and omissions carrier, filed a complaint for declaratory judgment in the United States District Court for the Middle District of Florida, naming HPS, Clarica and CIGNA Re as defendants. In December 2001, we reached a settlement agreement related to these claims. Under the terms of this settlement agreement, we are obligated to pay CIGNA Re approximately $150,000 on or before December 31, 2002.

In January 2002, Paid Prescriptions, LLC initiated a breach of contract action against HPS seeking $1.6 million to $2.0 million in compensation arising from our alleged failure (prior to our sale of this business) to meet certain performance goals under a contract requiring HPS to enroll a certain number of customers for Paid Prescriptions’ services. We are vigorously defending the action, pursuant to our indemnification obligations to HealthPlan Holdings.

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We are also currently negotiating certain disputes regarding the closing balance sheet of the business sold to HealthPlan Holdings in June 2001. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

MANAGEMENT

Directors, Executive Officers and Key Employees

Our directors, executive officers and key employees are as follows:

Name	Age	Position
Phillip S. Dingle	40	Chief Executive Officer and Chairman of the Board, Class A Director
Jeffrey L. Markle	53	President and Chief Operating Officer
Donald W. Schmeling	41	Chief Financial Officer
James T. Kearns	44	Senior Vice President, Operations and Technology
Robert A. Martin	47	Senior Vice President, PayerServ/PlanServ
David C. Reilly	47	Senior Vice President, Strategic Planning
William L. Bennett	52	Vice Chairman of the Board, Class A Director
David J. Ferrari	65	Class B Director
Christopher J. Garcia	40	Class B Director
Martin L. Garcia	46	Class A Director
John D. Race	46	Class A Director
Randy Sugarman	60	Class B Director

Phillip S. Dingle has been a director, our Chairman and our Chief Executive Officer since May 2001, and was our President and Chief Executive Officer from October 2000 to May 2001. Mr. Dingle served as our President and Chief Operating Officer from June 2000 to September 2000, as our Executive Vice President and Chief Financial Officer from January 1999 to May 2000, and as our Senior Vice President and Chief Counsel from August 1996 to December 1998. Prior to August 1996, Mr. Dingle was a partner with the law firm of Hill, Ward & Henderson, P.A. in Tampa, Florida, having joined the firm in May 1990.

Jeffrey L. Markle has been our President and Chief Operating Officer since May 2001 and served as a director from July 2001 to April 2002. From July 1999 to May 2001, Mr. Markle was our Executive Vice President—Medical Cost Management and from June 1998 to June 1999, Mr. Markle was our Senior Vice President—Medical Loss Management. From 1996 to 1998, Mr. Markle was Vice President of the US Group Operations for Swiss Re Life & Health, a reinsurance company in Toronto. From 1994 to 1996, he was Vice President and General Manager of the Canadian Operations of Olsten Kimberly Quality Care, a home healthcare company. From 1991 to 1993, he was Chief Operating Officer of Medisys Health Group, Inc., a preventive healthcare company in Canada, and from 1989 to 1991 he was President and Chief Executive Officer of Laurentian Health Services, an executive and occupational health services company.

Donald W. Schmeling has been our Chief Financial Officer since July 2001. From October 2000 to July 2001, Mr. Schmeling was an independent financial business consultant and, from May 1999 to October 2000, he was Vice President and Chief Financial Officer of Hydrogen Media, Inc., an internet consulting company. From February 1997 to May 1999, he was a partner at Grant Thornton LLP, an accounting firm. From July 1995 to

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February 1997 he was Director of Finance at Uniroyal Technology Corporation, a plastics manufacturing company. Prior to that, he had worked at Deloitte & Touche LLP, an accounting firm, since 1983.

James T. Kearns has been our Senior Vice President, Operations and Technology since May 2001. He joined NPPN, our predecessor, in 1996. Prior to that, Mr. Kearns was a rehabilitation consultant for Prudential Property and Casualty Insurance Company.

Robert A. Martin has been our Senior Vice President, PayerServ/PlanServ since March 2001. Previously, Mr. Martin was a partner at the actuarial and consulting firm Dion-Durrell & Associates from May 1998 to March 2001. From 1995 to 1998, Mr. Martin was Vice President of Market Development for Swiss Re Life & Health. From 1981 to 1995, he was Senior Manager, Insurance Services, at Bank of Montreal, leading its insurance line of business.

David C. Reilly has been our Senior Vice President, Strategic Planning since April 2002. From September 2001 to April 2002, Mr. Reilly was a management consultant with Southeast Strategy Consulting. From August 1994 to September 2001, he was President of CamEra, Inc., a provider of closed-circuit security camera systems. From 1985 to 1994, Mr. Reilly was Senior Vice President in charge of the retail division of Samsonite/American Tourister. Prior to that, he held positions in strategic planning, management consulting and public accounting.

William L. Bennett has been our Vice Chairman of the Board since January 1998. Mr. Bennett served as our Chairman of the Board from December 1994 to December 1997 and has been a director since August 1994. Since February 2000, Mr. Bennett has also been a partner, Director of Global Recruiting and Managing Director of The Monitor Group, a strategy consulting firm and merchant bank. From May 1991 to May 2001, he was a director of Allegheny Energy, Inc., an electric utility holding company. Until March 1995, Mr. Bennett served as Chairman and Chief Executive Officer of Noel Group, Inc. (“Noel”), a publicly traded company that held controlling interests in small to medium-sized operating companies. Previously, Mr. Bennett was Co-Chairman and Chief Executive Officer of Noel from November 1991 to July 1994. Mr. Bennett is a director of Sylvan, Inc., a company that produces mushroom spawn and fresh mushrooms.

David J. Ferrari has been a director since April 2002. Mr. Ferrari is the Chief Executive Officer and founder of Argus Management Corporation, a specialized consulting firm providing turnaround and workout services. Prior to founding Argus Management Corporation in 1979, Mr. Ferrari worked for Abacus Associates, a consulting firm providing turnaround and workout services from 1969 to 1979, Mitek Management, a venture capital firm from 1968 to 1969 and Arthur Andersen from 1964 to 1968. Mr. Ferrari is currently a board member and advisor of several privately held companies.

Christopher J. Garcia has been a director since April 2002. Since November 2001, Mr. Garcia has served as the President of Concentra Managed Care Services, Inc. (“CMCS”), a national provider of medical claims processing and care management services. Prior to serving as President of CMCS, Mr. Garcia was the President and Chief Executive Officer of National Healthcare Resources, Inc., a provider of medical claims management solutions to the casualty insurance industry, a company that he founded in 1992. Prior to founding National Healthcare Resources, Inc., Mr. Garcia worked for Greenwich Capital Markets from January 1989 to May 1992, Chemical Bank from January 1988 to December 1988, Salomon Brothers, Inc. (now known as Salomon Smith Barney) from January 1986 to December 1987 and as a CPA with Peat, Marwick, Mitchell and Company (now known as KPMG) from June 1983 to December 1985. Mr. Garcia is currently a director of several privately held companies.

Martin L. Garcia has been a director since May 2001. Mr. Garcia is co-founder of Pinehill Capital Partners, Inc. (“Pinehill”), an investment company, and has been Managing Director of Pinehill since its inception in May 2000. In addition, Mr. Garcia is the founder, director and President of Garcia Enterprises, a real estate holding company formed in 1988. Since 1998, Mr. Garcia has served on the board of directors of Parkway Properties,

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Inc., a publicly traded, self-administered real estate investment trust. Mr. Garcia was a partner with the law firm of Hill, Ward & Henderson, P.A. from 1986 to 1998 and has been of counsel with the firm since 1998.

John D. Race has been a director since October 2000. Mr. Race is co-founder, partner and Portfolio Manager of DePrince, Race and Zollo, Inc., an investment advisory firm. Prior to forming DePrince, Race & Zollo, Inc. in April 1995, Mr. Race was a director, partner and President of SunBank Capital Management, N.A., an investment subsidiary of SunTrust Banks, Inc.

Randy Sugarman has been a director since April 2002. Mr. Sugarman is currently a partner with Sugarman & Company, LLP, a company specializing in management turnaround services, which he founded in 1977. Prior to the formation of Sugarman & Company, LLP, Mr. Sugarman provided accounting services to Main Hurdman (now known as KPMG) and served as an accounting manager with Kenneth Leventhal & Company (now known as Ernst & Young). Mr. Sugarman is currently the Chairman and interim Chief Executive Officer of Firearms Training Systems, Inc., a publicly held company that produces firearm training systems. In addition, Mr. Sugarman is the President and sole director of several privately held companies and trustee of the PHP Collateral Trust, a liquidating trust arising out of a bankruptcy. Mr. Sugarman is also the founding member and a previous director of the Turnaround Management Association and has previously served on the boards of directors of Bay Area Bankruptcy Forum and the California Society of Certified Public Accountants.

Board of Directors

While at least 12,000 shares of our Series C convertible preferred stock are outstanding, our board is classified into Class A and Class B directors. The certificate of designation of our Series C convertible preferred stock provides that the holders of the Series C convertible preferred stock have the sole power, as a class, to elect the Class B directors, who comprise three of the seven seats on our board of directors. However, upon the occurrence of a “Board Shift Event”, as explained below, the board composition will change so as to increase the number of Class B directors by one to a total of four Class B directors, and to decrease the number of Class A directors by one to a total of three Class A directors, thereby shifting control of the board to the directors elected by the holders of the Series C convertible preferred stock. A “Board Shift Event” means (i) our failure to achieve net operating cash flow requirements specified in the certificate of designation of the preferred stock, (ii) any defaults in connection with the payment of principal or interest under our senior credit facility, including any applicable grace periods, or (iii) our failure to redeem all of the Series C convertible preferred stock by October 12, 2003. These provisions will cease to be in effect upon redemption of the Series C convertible preferred stock.

The issuance of the Series C convertible preferred stock pursuant to the foregoing terms set forth in the certificate of designation was a condition to the restructuring of our senior credit facility. Among the conditions to the closing of the restructuring was a requirement that certain accounts managed by DRZ that are holders of our common stock be granted the right to designate one Class A director, and that such person be John Race or a successor satisfactory to the holders of the Series C convertible preferred stock. Accordingly, in connection with the restructuring, we entered into a letter agreement with DRZ to this effect. This letter agreement will have no further force or effect after the redemption of the Series C convertible preferred stock.

Committees of the Board of Directors

Our board conducts its business through meetings of the board and its committees. In accordance with our by-laws, the board currently has executive, audit, compensation and strategy and technology committees.

The executive committee, which exercises, to the fullest extent permitted by applicable law, all of the powers and authority of the board in the management of our business and affairs during intervals between board meetings, is composed of Phillip S. Dingle, David J. Ferrari, Christopher J. Garcia and John D. Race.

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The audit committee, which is composed of William L. Bennett, Martin L. Garcia, John D. Race and Randy Sugarman, operates pursuant to a charter approved by the board on June 13, 2000. The audit committee has authority to recommend to the board the independent public accountants to serve as auditors, to review with the independent auditors the annual audit plan, the consolidated financial statements, the auditors’ report, and their evaluation and recommendations concerning the our internal controls and to approve the types of professional services for which we may retain the independent auditors. All members of the audit committee are independent directors as defined by the New York Stock Exchange rules.

The compensation committee, which is composed of William L. Bennett, Christopher J. Garcia, Martin L. Garcia and John D. Race, has authority to exercise all of the powers and authority of the board relating to the compensation of, and the provision of incentives for, our officers, directors, management, employees and other persons performing services on our behalf, including, without limitation, matters relating to salaries, bonuses, deferred compensation, pension and profit sharing plans, stock option plans, and all other plans, agreements or arrangements relating in any way to compensation or to the provision of incentives to persons performing such services.

The strategy and technology committee, which is composed of William L. Bennett, David J. Ferrari, Christopher J. Garcia and Martin L. Garcia, has authority to retain, at our expense, consultants and other advisors and to advise and consult directly with the board and our officers on technology, operations and long-term planning matters affecting us, and to recommend such action to the board as the strategy and technology committee deems appropriate.

Compensation of Directors

We reimburse all directors for out-of-pocket expenses, including travel expenses, related to attendance at board and committee meetings. Directors who are also our employees receive no additional compensation for their service on the board and board committees. Each director who is not an employee is entitled to a quarterly retainer fee of $1,250 and an additional fee of $500 for each board meeting or committee meeting attended.

Pursuant to our Amended and Restated 1997 Directors Equity Plan (the “Directors Equity Plan”), each non-employee director may receive common stock rather than a cash retainer fee as compensation for each quarter in which the director serves on the board. The shares issued for each quarter have a value equal to $2,500, which is calculated based on the fair market value of our common stock at the end of the quarter. An eligible director may make an irrevocable election not to participate in the Directors Equity Plan in any year and instead receive quarterly cash retainers. The aggregate number of shares of common stock available for awards under the Directors Equity Plan is 100,000, subject to specified adjustments in the event of changes in the outstanding shares of common stock. As of May 15, 2002, we had issued 61,618 shares under this plan.

Each director who is not our employee also participates in our 1995 Directors Stock Option Plan (the “Directors Option Plan”), pursuant to which each non-employee director receives options to purchase shares of our common stock as provided under the plan. We are authorized to grant options to purchase an aggregate of 360,000 shares of common stock under this plan. As of May 15, 2002, we had granted options to purchase 144,000 shares of common stock under this plan. For a more detailed description of the various plans under which our directors are eligible for compensation, see “—Stock Option Plans.”

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Executive Compensation

The following table shows information concerning all cash and non-cash compensation we paid for services to our Chief Executive Officer and each of our four other most highly compensated executive officers whose cash compensation exceeded $100,000 during the fiscal year ended December 31, 2001 and for the two preceding fiscal years if such individual was employed by us during that time, including any person who would have been included if he had been employed by us at the end of 2001.

Summary Compensation Table

		Annual Compensation				Long-Term Compensation
Name and Principal Position(1)	Year	Salary($)		Bonus($)(2)		Securities Underlying Options/SARs(#)(3)		All Other Compensation($)(4)
Phillip S. Dingle	2001	$	288,561	$	—	54,947	(5)	$	3,463
Chairman and Chief Executive Officer	2000		232,732		190,000	133,000			3,500
	1999		174,385		100,000	25,000			3,333
Jeffrey L. Markle	2001		219,231		—	50,000	(5)		3,435
President and Chief Operating Officer	2000		191,633		90,000	70,000			1,278
	1999		165,079		80,000	15,000			572
Jeffery W. Bak(6)	2001		99,327		50,000	40,000			1,986
Former Executive Vice President	2000		182,271		70,719	66,500			3,500
	1999		173,618		78,400	25,000			3,297
Donald W. Schmeling(7)	2001		78,231		—	60,676	(5)		—
Chief Financial Officer	2000		—		—	—			—
	1999		—		—	—			—

(1) Indicates each named officer’s position with us as of December 31, 2001.

(2) Represents bonus compensation awarded for the executive’s performance in the year indicated, but paid in the subsequent year.

(3) Refers to incentive stock options granted during the stated fiscal year under either our 1995 Incentive Equity Plan (the “Incentive Plan”) or our Amended and Restated 1996 Employee Stock Option Plan (the “Employee Option Plan”), each of which provides for grants of stock options to our employees, as determined by the compensation committee of the board of directors. Each option grant reflected in the table vests over a four-year period from the date of the grant, with 20% of the options becoming vested on the grant date and 20% becoming vested on each successive anniversary of the grant date, until the options become fully vested on the fourth anniversary of the grant date.

(4) Consists of our contributions to each named officer’s account under our Profit Participation 401(k) Plan. Does not include the amount of life insurance premium payments allocable to each named officer. We provide all employees with life insurance benefits that are generally equal to two years base salary, subject to certain adjustments.

(5) Includes options to purchase 14,947, 10,000 and 10,676 shares granted by us to Messrs. Dingle, Markle and Schmeling, respectively, for these officers’ contributions during 2001, which vested immediately.

(6) Mr. Bak is a former Executive Vice President whose employment with us terminated in June 2001 in connection with the sale of our third party administration and managing general underwriter businesses.

(7) Mr. Schmeling joined us in July 2001.

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Stock Options

The following table shows the individual grants of stock options made to our officers named in the Summary Compensation Table during the year ended December 31, 2001:

Option/SAR Grants in Last Fiscal Year

						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (10 Years)(2)
	Individual Grants(1)					5%				10%
Name	Number of Securities Underlying Options/SARs Granted (#)		% of Total Options/SARs Granted to Employees in Fiscal Year	Exercise or Base Price ($/Share)	Expiration Date	Per Share Value		Aggregate Value		Per Share Value		Aggregate Value
Phillip S. Dingle	40,000	(3)	7	9.00	1/30/2011	$	5.65	$	226,000	$	14.36	$	574,400
Jeffrey L. Markle	40,000	(4)	7	9.00	1/30/2011		5.65		226,000		14.36		574,400
Jeffery W. Bak(5)	40,000		7	9.00	1/30/2011		5.65		226,600		14.36		574,400
Donald W. Schmeling	50,000	(6)	9	7.11	7/11/2011		4.47		273,500		11.35		567,500

(1) Consists of option grants under the Employee Option Plan and the Incentive Plan. Each option grant vests over a four-year period from the grant date, with 20% of the options becoming vested on the grant date and 20% becoming vested on each successive anniversary of the grant date, until the options become fully vested on the fourth anniversary of the grant date.

(2) The dollar gains under these columns result from calculations assuming 5% and 10% growth rates, as set by the Securities and Exchange Commission (the “SEC”), and are not intended to forecast future price appreciation of our common stock. The gains reflect a future value based upon growth at the prescribed rates. We are not aware of any formula that will determine with reasonable accuracy a present value based on future unknown or volatile factors. Options have value to the named officers and to all option recipients only if the price of our common stock advances beyond the applicable option exercise price during the effective option period.

(3) Does not include options to purchase 14,947 shares granted to Mr. Dingle in 2002.

(4) Does not include options to purchase 10,000 shares granted to Mr. Markle in 2002.

(5) Mr. Bak is a former Executive Vice President whose employment with us terminated in June 2001 in connection with the sale of our third party administration and managing general underwriter businesses.

(6) Does not include options to purchase 10,676 shares granted to Mr. Schmeling in 2002.

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Aggregated Option Exercises During 2001 and Fiscal Year-End Option Values

The following table shows information related to the stock options held during 2001 by each of the executive officers named in the Summary Compensation Table, specifying the stock options exercised in 2001 and the value realized upon the exercise of such options, and the number and value of securities underlying unexercised options at December 31, 2001. We do not have any outstanding stock appreciation rights.

Name	Shares Acquired On Exercise(#)	Value Realized ($)			Number of Securities Underlying Unexercised Options at Fiscal Year End (#) Exercisable(1)/Unexercisable	Value of Unexercised In-The-Money Options at Fiscal Year End(2) ($) Exercisable(1)/ Unexercisable
Phillip S. Dingle	—		—		126,700/121,800	$	130,340/$195,510
Jeffery L. Markle	—		—		57,000/83,000	$	68,600/$102,900
Jeffery W. Bak(3)	66,500	$	333,078	(4)	—		—
Donald W. Schmeling	—		—		10,000/40,000		—

(1) Indicates shares that were vested and available for exercise as of December 31, 2001.

(2) Value was computed as the difference between the exercise price and the $4.95 per share last reported sale price of our common stock on December 31, 2001, as reported by the New York Stock Exchange.

(3) Mr. Bak is a former Executive Vice President whose employment with us terminated in June 2001 in connection with the sale of our third party administration and managing general underwriter businesses.

(4) Represents profit realized, before taxes, on sale of stock.

Stock Option Plans

Amended and Restated 1997 Directors Equity Plan

The purpose of our Directors Equity Plan is to offer each non-employee director the opportunity to increase his or her proprietary interest in our company. For each fiscal quarter, the compensation committee issues shares of our common stock to each non-employee director worth $2,500 (plus certain amounts credited to the director under the plan), which is calculated based on the fair market value of the common stock at the end of the quarter. An eligible director may make an irrevocable election not to participate in the plan in any year and instead receive quarterly cash retainers. The aggregate number of shares of common stock available for awards under the plan is 100,000, subject to specified adjustments in the event of changes in the outstanding shares of our common stock. As of May 15, 2002, we had issued 61,618 shares under this plan. Currently, the termination date for offerings of stock under the plan is January, 2007 unless earlier terminated pursuant to the terms of the plan.

Amended and Restated 1996 Employee Stock Option Plan

Our Employee Option Plan provides for grants of stock options to our employees, as determined by the compensation committee or the board of directors. The compensation committee or the board of directors may grant these options as incentive options, which qualify for certain favorable tax treatment, or as non-qualified options. The compensation committee or the board of directors has the authority to set the exercise price for options at the time of grant, except that the exercise price of an incentive option may not be less than the fair market value of the common stock on the grant date. Stock option agreements under the plan generally provide for vesting over a four-year period from the date of the grant, with 20% of the options becoming exercisable six months after the grant date and 20% becoming exercisable on each of the next four successive anniversaries of the grant date. In the event of any merger, consolidation, or sale of our stock or substantially all of our assets, the compensation committee or the board of directors, at its option, may accelerate the vesting of all outstanding Employee Option Plan options, subject to applicable law. There are currently options to purchase 1,250,000 shares authorized for grant under the plan, subject to specified adjustments in the event of changes in the outstanding shares of our common stock. As of May 15, 2002, we had granted options to purchase 1,046,648 shares under this plan. Currently, the termination date for granting options under the plan is June, 2006.

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1995 Directors Stock Option Plan

The purpose of our Directors Option Plan is to provide an incentive to non-employee directors and to enhance their identity with us and our financial success. Pursuant to the plan, each non-employee director automatically receives an option to purchase 12,000 shares of common stock, effective as of the later of (i) May 18, 1995 (the business day immediately preceding the day that our securities were first offered to the public in an underwritten initial public offering), or (ii) the date that the director becomes eligible to participate. Each participating director is also granted an additional option to purchase 12,000 shares of common stock if he or she is reelected to the board at the annual meeting of stockholders that follows the director’s fourth complete year of service on the board. All options vest over a four-year period from the date of grant, with 20% of the options becoming exercisable on the grant date and 20% becoming exercisable on each of the next four anniversaries of the grant date. In the event of any merger, consolidation, or sale of substantially all of our assets, we may accelerate vesting of the outstanding plan options, subject to applicable law. The exercise price of each option is the fair market value of our common stock as of the grant date. There are currently options to purchase 360,000 shares authorized for grant under the plan, subject to specified adjustments in the event of changes in the outstanding shares of common stock. As of May 15, 2002, we had granted options to purchase 144,000 shares under this plan. Currently, the termination date for granting options under the plan is March, 2005, unless earlier terminated pursuant to the terms of the plan.

1995 Incentive Equity Plan

Our Incentive Plan provides for the granting of options, stock appreciation rights and/or restricted stock as an incentive to employees to help us achieve success and growth. The options may be granted as incentive stock options, which qualify for favorable tax treatment, or as non-qualified stock options. The option exercise price is determined by the compensation committee of the board of directors; however, the option exercise price may not be less than 50% of the fair market value of the option on the date of grant in the case of non-qualified stock options and not less than the fair market value of the option on the date of grant in the case of incentive stock options. Other terms of the options or stock awards, such as any restriction or vesting periods, are to be determined by the compensation committee. In the event of any merger, consolidation, or sale of our stock or substantially all of our assets, the compensation committee, at its option, may accelerate the vesting of all of the outstanding options, stock appreciation rights and restricted stock granted under the plan. The maximum number of shares that may be issued and sold under the plan is 1,000,000 shares. As of May 15, 2002, we had granted options to purchase 590,989 shares under the plan. We do not have any outstanding stock appreciation rights. Currently, the termination date for granting options, stock appreciation rights and restricted stock under the plan is March, 2005.

1995 Consultant Stock Option Plan

Our 1995 Consultant Stock Option Plan provides for grants of stock options to persons who are neither our directors nor our employees, as the executive committee or the board of directors determines is in our best interests. Pursuant to the plan, options may be granted to one person at one or several times or to different persons at the same time or at different times, in either case under different terms and conditions, as long as such terms and conditions are consistent with the plan. The executive committee or the board of directors has the authority to determine the exercise price, provided that the exercise price may not be less than the fair market value of the common stock on the grant date. The vesting period for the options shall be stated in the agreement evidencing the option. There are currently options to purchase 100,000 shares authorized for grant under the plan, subject to specified adjustments in the event of changes in the outstanding shares of our common stock. As of May 15, 2002, we had granted options to purchase 96,000 shares under this plan. Currently, the termination date for granting options under the plan is August, 2005, unless earlier terminated pursuant to the terms of the plan.

1996 Employee Stock Purchase Plan

Our 1996 Employee Stock Purchase Plan (the “Stock Purchase Plan”) was adopted to provide employees, including executive officers, with an opportunity to acquire shares of our common stock at a reduced price.

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Under the terms of the Stock Purchase Plan, an employee may authorize a payroll deduction of a specified dollar amount per pay period. The proceeds of that deduction are used to acquire shares of our common stock on the offering date. The number of shares acquired is determined based on 85% of the closing price of our common stock on the New York Stock Exchange on the offering date. The plan does not allow non-employee directors to participate. The plan allows participation by any employee who has been employed by us for more than one year. Participation in this plan is voluntary, and therefore the amount and value of shares that will be acquired in the future pursuant to the plan cannot be determined at this time. The total number of shares authorized for issuance under this plan is 225,000. As of May 15, 2002, we had issued 23,529 shares under the plan. Currently, the termination date for offerings of stock under the plan is June, 2004.

Employment Agreements

Effective June 1, 2000, we entered into an employment and noncompetition agreement with Phillip S. Dingle, our chief executive officer. The agreement ended after a one-year term, on May 31, 2001, but was automatically renewed for another year, and will continue to be automatically renewed for successive one-year terms unless either party terminates prior to 120 days before a renewal date. The agreement entitles Mr. Dingle to an annual base salary of not less than $275,000 and a bonus to be calculated based on our financial performance and achievement of specified corporate objectives. As further provided by the agreement, in June 2000 the compensation committee awarded Mr. Dingle an option to purchase 133,000 shares of common stock. The agreement generally provides that if Mr. Dingle’s employment is terminated for any reason other than Mr. Dingle’s violation of his fiduciary duty to us, his gross or willful failure to perform the duties of his position, habitual unexcused absence over an extended period, embezzlement or misappropriation of corporate funds or his conviction of a felony, then Mr. Dingle will be entitled to an amount equal to one times his annual base salary, plus the aggregate amount of his base salary which is due during the remaining portion of the current agreement term. The agreement contains noncompetition, non-solicitation and nondisclosure restrictions that prohibit Mr. Dingle from directly or indirectly engaging in any business in the United States that delivers marketing, distribution or administrative services on behalf of healthcare payers for a period equal to the term of his employment agreement plus one year after termination of his employment for any reason. In connection with the closing of this offering, Mr. Dingle has agreed to amend these restrictions to provide that he will not compete with us for a period of at least two years following the closing of this offering.

Effective June 1, 2001, we entered into an employment and noncompetition agreement with Jeffrey L. Markle, our president and chief operating officer. The agreement terminates on May 31, 2002, but will continue to be automatically renewed for successive one-year terms unless either party terminates prior to 120 days before a renewal date. The agreement entitles Mr. Markle to an annual base salary of not less than $220,000 and a bonus to be calculated based on our financial performance and achievement of specified corporate objectives. Mr. Markle is also entitled to participate in our other employee benefits, such as the Employee Option Plan. The agreement generally provides that if Mr. Markle’s employment is terminated for any reason other than Mr. Markle’s violation of his fiduciary duty to us, his gross or willful failure to perform the duties of his position, habitual unexcused absence over an extended period, embezzlement or misappropriation of corporate funds or his conviction of a felony, then Mr. Markle will be entitled to an amount equal to one times his annual base salary, plus the aggregate amount of his base salary which is due during the remaining portion of the current agreement term. The agreement contains noncompete and nonsolicitation restrictions that prohibit Mr. Markle from engaging in any business in the United States that provides preferred provider organization or claims repricing services on behalf of healthcare payers or networks for a period equal to the term of his agreement plus one year following termination of his employment with us.

Pursuant to an employment memorandum dated October 25, 2001, as amended on January 9, 2002, from us to Donald W. Schmeling, our chief financial officer, we guaranteed Mr. Schmeling not less than one year’s salary as severance if he should be terminated under certain specified circumstances. Mr. Schmeling was originally retained in July 2001 at an annual salary of $180,000.

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Executive Compensation Programs

We also maintain incentive plans under which each executive officer, including our chief executive officer, may be paid a cash bonus for each fiscal year. The bonuses are dependent primarily on our financial performance and achievement of strategic corporate objectives established by us at the start of each fiscal year. Financial performance objectives include targets for earnings.

Compensation Committee Interlocks and Insider Participation

The compensation committee of the board is composed of four directors: John D. Race, William L. Bennett, Christopher J. Garcia and Martin L. Garcia, none of whom is or was an officer or employee of our company or our subsidiaries. There are no interlocks between any of the members of our compensation committee and our officers and other directors. During the fiscal year ended December 31, 2001, the compensation committee was composed of John D. Race, William L. Bennett, Joseph S. DiMartino and John R. Gunn, none of whom is or was an officer or employee of our company or our subsidiaries.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 12, 2002, we issued subordinated convertible promissory notes to each of directors William L. Bennett and John D. Race to replace notes previously issued to those directors evidencing loans of $250,000 made by each of them to us. The original notes would have matured on the earlier of August 31, 2001 or the date we repaid our existing bank loans pursuant to our pre-restructuring credit agreement with our senior lenders. As required by our lenders for the restructuring of our credit facility, the notes to these directors were restructured to extend the maturity date beyond the maturity date of the restructured credit facility, or December 1, 2004. The replacement notes otherwise contain substantially the same terms as the original notes. The notes provide that the loans are subordinated to both our senior credit agreement and the Series C convertible preferred stock, unsecured and payable at prime plus 4% per annum. We intend to use a portion of the proceeds of this offering to repay these notes.

In July 2001, we sold 553,500 shares of our common stock for a purchase price of $3.8 million in private transactions to certain investment accounts managed by DRZ. John Race, one of our directors, is one of the principals of DRZ. These shares were sold at a 15% discount from the ten-day trading price of our common stock on the New York Stock Exchange during the period preceding the closing of the transaction, which we believe was reflective of the market price for restricted securities. In addition, the audit committee of the board of directors, with Mr. Race not participating, reviewed the transaction and recommended it. The proceeds of all such sales were applied to pay certain outstanding pre-closing liabilities of the divested third party administration and managing general underwriter businesses. As part of these placements, we granted registration rights to DRZ, on behalf of the accounts that they manage, with respect to the 553,500 shares of common stock purchased by those accounts. In connection with this offering, DRZ has agreed to a 180-day lock up with respect to these shares and we have agreed to register these shares on a shelf registration statement following such lock-up period.

On June 18, 2001, we sold our remaining third party administration and managing general underwriter businesses to HealthPlan Holdings, an affiliate of Sun Capital Partners, Inc., through HealthPlan Holdings’ purchase of all the stock of HPS, one of our wholly-owned subsidiaries. Jeffery Bak, who was one of our executive vice presidents until the closing of the transaction, was offered by HealthPlan Holdings the opportunity to purchase an interest in the transferred businesses. We also agreed to pay Mr. Bak an additional bonus contingent on the closing of the transaction. As part of this sale, we issued to HealthPlan Holdings (a) 709,757 shares of common stock, including shares issued in connection with HealthPlan Holdings assumption of certain pre-closing liabilities of HPS, and 101,969 shares as penalty shares to settle certain post-closing disputes and (b) a $5.0 million 6% subordinated secured convertible note. The note automatically converted into 813,273 shares of stock upon the closing of the restructuring of our credit facility, based on the average closing price of our common stock during the 10 trading days prior to conversion. We guaranteed to HealthPlan Holdings the issuance of sufficient shares so as to give it, on the sale of such securities, $5.0 million in gross proceeds. We

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have agreed to use $5.0 million of the proceeds of this offering to repurchase the 813,273 shares from HealthPlan Holdings and satisfy this obligation. In connection with these transactions, we granted registration rights to HealthPlan Holdings with respect to the previously referenced shares of common stock, 100,000 shares of common stock issued to HealthPlan Holdings as penalties for failure to obtain timely registration of those 811,726 shares and 27,726 shares issued as interest on the note prior to its conversion. An additional 100,000 shares of common stock issued to HealthPlan Holdings for our failure to meet certain redemption obligations are not covered by such registration rights. We have agreed to register 939,452 of the shares of our common stock owned by HealthPlan Holdings in this offering. HealthPlan Holdings may elect to sell all or none of the 939,452 shares in this offering. If HealthPlan Holdings elects not to proceed with the sale of its shares in this offering, it has agreed to a 180-day lock up period immediately following the offering during which it will not sell any shares of our common stock. In this event, we will register its shares of our common stock, including the 100,000 shares with respect to which it had no registration rights, on a shelf registration statement at the conclusion of the lock-up period.

In December 1996, we entered into an agreement with Noel and Automatic Data Processing, Inc., or ADP, under which Noel agreed to sell 1,320,000 shares of our common stock to ADP at a purchase price of $20 per share. Upon completion of this transaction on February 7, 1997, ADP owned approximately 9% of our common stock. In connection with ADP’s purchase of these shares, we granted registration rights to ADP, consisting of a commitment to file a shelf registration statement with the SEC covering the purchased shares and to keep the shelf registration statement continuously effective until the earlier of the third anniversary of the date of closing of the stock purchase agreement or until all of the shares were sold, and unlimited piggy-back registration rights covering any shares not sold pursuant to the shelf registration. No shares were sold pursuant to that shelf registration statements and ADP continues to have unlimited piggy-back registration rights with respect to the 1,320,000 shares. As required by the ADP agreement, Arthur F. Weinbach, Chairman and Chief Executive Officer of ADP, was elected to our board of directors in February 1997. Mr. Weinbach did not stand for reelection at our 2001 annual meeting of stockholders and his service on the board terminated in May 2001. ADP has provided payroll and stockholder distribution services for us since 1995. From January 1, 2001 through May 23, 2002, we paid ADP approximately $68,450 for these services.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information as of May 15, 2002 (unless otherwise indicated) regarding the beneficial ownership of our common stock and preferred stock prior to this offering, the shares of common stock to be offered by stockholders and the beneficial ownership of our common stock after this offering (assuming no exercise of the underwriters’ over-allotment option) and giving effect to the use of proceeds described under “Use of Proceeds” by:

• each person (or group of affiliated persons) who is known by us to own beneficially more than five percent of our common stock or our Series C convertible preferred stock;

• each of our current directors;

• each executive officer named in our Summary Compensation Table (see “Management—Executive Compensation”);

• each person intending to offer shares for sale in this offering; and

• all directors and executive officers as a group.

Beneficial ownership is determined under the rules of the SEC. These rules deem common stock subject to options currently exercisable, or exercisable within 60 days, to be outstanding for purposes of computing the percentage ownership of the person holding the options or of a group of which the person is a member, but they do not deem such stock to be outstanding for purposes of computing the percentage ownership of any other person or group. To our knowledge, except under applicable community property laws or as otherwise indicated, each person named in the table has sole voting and sole investment control with regard to all shares beneficially owned by such person.

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The address of each stockholder is c/o PlanVista Corporation, 4010 Boy Scout Blvd., Suite 200, Tampa, Florida, 33607, unless otherwise indicated.

Name and Address of Beneficial Owner	Shares Beneficially Owned Before the Offering						Shares of Common Stock to be Offered(1)	Shares of Common Stock Beneficially Owned After the Offering (2)
	Number (#)		Percent (%) of Class					Number (#)	Percent (%) of Class
	Common	Preferred	Common		Preferred
William L. Bennett(3)	249,665	—	1.5	%	—		—	249,665
Phillip S. Dingle(4)	196,684	—	*		—		—	196,684	*
David J. Ferrari(5)	2,400	—	*		—		—	2,400	*
Christopher J. Garcia(5)	2,400	—	*		—		—	2,400	*
Martin L. Garcia(5)	4,800	—	*		—		—	4,800	*
Jeffrey L. Markle(6)	98,500	—	*		—		—	98,500	*
John D. Race(7)	6,096,580	—	35.9	%	—		—	6,096,580
Donald W. Schmeling(8)	30,676	—	*		—		—	30,676	*
Randy Sugarman(5)	2,400	—	*		—		—	2,400	*
AmSouth Bank 13535 Feather Sound Drive Bldg. 1, Suite 525 Clearwater, FL 33762	8,571	1,657	*		5.7	%	8,571	—	—
Automatic Data Processing, Inc. One ADP Boulevard Roseland, NJ 07068	1,320,000	—	7.9	%	—		—	1,320,000
Bank of America, N.A. 100 N. Tampa Street Suite 1700 Tampa, FL 33602	21,429	4,143	*		14.3	%	21,429	—	—
Cooperative Centrale Raiffeisen Boerenleenbank B.A. “Rabobank” Nederland 250 Park Avenue New York, NY 10167	15,000	2,900	*		10.0	%	15,000	—	—
Credit Lyonnais 1301 Avenue of the Americas New York, NY 10019	15,000	2,900	*		10.0	%	15,000	—	—
DePrince, Race & Zollo, Inc.(9) 201 S. Orange Ave. Suite 850 Orlando, FL 32801	5,920,200	—	35.4	%	—		—	5,920,200
Dimensional Fund Advisors, Inc. (10) 1209 Ocean Ave., 11th Floor Santa Monica, CA 90401	1,097,605	—	6.6	%	—		—	1,097,605
Fifth Third Bank, Central Ohio 21 East State St., 7th Fl. Columbus, OH 73215	8,571	1,657	*		5.7	%	8,571	—	—
Fleet National Bank 111 Westminster St. RIDE03320A Providence, RI 02903	17,144	3,314	*		11.4	%	17,144	—	—

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Name and Address of Beneficial Owner	Shares Beneficially Owned Before the Offering						Shares of Common Stock to be Offered(1)	Shares of Common Stock Beneficially Owned After the Offering (2)
	Number (#)		Percent (%) of Class					Number (#)	Percent (%) of Class
	Common	Preferred	Common		Preferred
HealthPlan Holdings, Inc.(11) 5200 Town Center Circle Suite 470 Boca Raton, FL 33486	1,852,725	—	11.0	%	—		939,452	913,273
Hibernia National Bank 225 Baroone Street, 10th Fl New Orleans, LA 70112	8,571	1,657	*		5.7	%	8,571	—	—
NCR Pension Trust (12) 1700 South Patterson Boulevard Dayton, OH 45478	964,000	—	5.8	%	—		—	964,000
South Trust Bank 420 North 20th Street A-001-TW-0601 Birmingham, AL 35203	15,000	2,900	*		10.0	%	15,000	—	—
SunTrust Bank 201 4th Avenue North 12th Fl. Nashville, TN 37219	17,144	3,314	*		11.4	%	17,144	—	—
Wachovia Bank, National Association 301 S. College Street DC-10 Charlotte, NC 28207-0735	23,570	4,558	*		15.7	%	23,570	—	—
All directors and executive officers as a group(13) (includes nine persons)	6,659,105	—	39.8	%	—		—	6,659,105

* Less than one percent.

(1) The shares offered hereby were acquired by the selling stockholders directly from us through private transactions exempt from registration under the Securities Act.

(2) All of the outstanding shares of Series C convertible preferred stock will be redeemed immediately following this offering.

(3) Includes 4,800 shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002. Also includes 3,609 shares held by Mr. Bennett’s children, as to which shares Mr. Bennett disclaims beneficial ownership.

(4) Includes 181,247 shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002.

(5) Represents shares that are issuable upon exercise of options that are exercisable within 60 days of May 15, 2002.

(6) Includes 92,000 shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002.

(7) Includes 4,800 shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002. Also includes 5,920,200 shares beneficially owned by certain accounts managed by DRZ, with respect to which shares Mr. Race disclaims beneficial ownership. Mr. Race is a Partner and Portfolio Manager of DRZ.

(8) Represents shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002.

(9) Based on information provided to us by DRZ.

(10) Based on information provided by Dimensional Fund Advisors, Inc. on Form 13-G filed with the SEC on February 12, 2002.

(11) Based on information provided by HealthPlan Holdings on Form 13-G filed with the SEC on May 1, 2002 and additional issuances we have made since that date.

(12) Represents shares that are also included in the total amount of shares reported by DRZ in the table. Based on information provided by NCR on Form 13-G filed with the SEC on February 11, 2002.

(13) Includes 325,523 shares issuable upon exercise of options that are exercisable within 60 days of May 15, 2002.

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DESCRIPTION OF CAPITAL STOCK

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, the rights and preferences of which may be established from time to time by our board of directors. As of the date of this prospectus, there are 16,730,787 shares of common stock issued and outstanding and 29,000 shares of Series C convertible preferred stock issued and outstanding. As of May 15, 2002, we had approximately 156 registered holders of our common stock.

Delaware law allows our board of directors to issue additional shares of stock up to the total amount of common stock and preferred stock authorized without obtaining the prior approval of the stockholders, although the issuance of common stock or other securities convertible into common stock, in quantities greater than certain specified amounts, is subject to the stockholder approval policy of the New York Stock Exchange.

Common Stock

Dividend Rights

The holders of common stock are entitled to receive ratably such dividends, if any, as the board of directors may declare from time to time out of funds legally available. See “Dividend Policy.”

Voting Rights

Each share of common stock entitles its holder to one vote. With respect to election of the board of directors, while shares of Series C convertible preferred stock remain outstanding, the common stock votes only for the Class A directors, which comprise four out of seven seats on the board. The number of Class A directors is subject to reduction upon a “Board Shift Event” as described below. Upon redemption of the Series C convertible preferred stock, holders of common stock will be entitled to vote for all directors and on all other matters requiring stockholder approval.

Preemptive Rights

The common stock has no preemptive or conversion rights or other subscription rights.

Liquidation Rights

In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and preferences of any then-outstanding preferred stock. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock to be outstanding upon completion of this offering will be fully paid and nonassessable.

Preferred Stock

We have authority to issue 20,000,000 shares of preferred stock, with our board of directors having the authority to issue such series of preferred stock, with the designations, powers, preferences, performances and rights as the board shall determine. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting control of others. Our board has established three series of preferred stock: Series A preferred stock, par value $.01 per share, and Series B preferred stock, par value $.01 per share, both of which have no shares currently outstanding; and Series C convertible preferred stock, par value $.01 per share, of which 29,000 shares are currently outstanding, but all of which we intend to redeem with the proceeds of this offering.

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Series A and Series B Preferred Stock

The Series A preferred stock is entitled to vote for the election or removal of directors and on all other matters on which stockholders are entitled to vote under the Delaware General Corporation Law, and has one vote for each share of Series A preferred stock held of record. The Series B preferred stock does not have any right to vote on any matter on which stockholders are entitled to vote, unless otherwise expressly required by law. Otherwise, the Series A preferred stock and the Series B preferred stock are entitled to the same powers, preferences, rights, qualifications, limitations and restrictions. The Series A and Series B preferred stock are entitled to receive cumulative cash dividends per annum per share when, as and if declared by our board of directors, payable on a quarterly basis, at the rate of $.06 per share. There are no shares of Series A preferred stock or Series B preferred stock outstanding.

Series C Convertible Preferred Stock

The Series C convertible preferred stock accrues dividends at 10% per annum during the first twelve months from issuance and at 12% per annum thereafter. Dividends are payable quarterly in additional shares of Series C convertible preferred stock or, at our option, in cash. So long as any shares of Series C convertible preferred stock are outstanding, the Series C convertible preferred stock votes as a separate class on matters that affect it. In addition, while at least 12,000 shares of Series C convertible preferred stock are outstanding, the Series C convertible preferred stock is entitled to elect three out of seven directors, designated as the Class B directors. However, the Series C convertible preferred stock does not otherwise generally vote on all matters on which the common stock is entitled to vote, unless the conditions for “as converted” voting rights, discussed below, are met. Upon the occurrence of a Board Shift Event, as defined below, the board composition will change so as to increase the number of Class B directors by one to a total of four Class B directors, and to decrease the number of Class A directors by one to a total of three Class A directors, thereby shifting control of the board to the directors elected by the holders of Series C convertible preferred stock. A “Board Shift Event” is defined as (i) our failure to achieve certain specified net operating cash flow requirements, (ii) any default in connection with the payment of principal or interest under our restructured credit facility, including any applicable grace periods, or (iii) our failure to redeem all of the Series C convertible preferred stock by October 12, 2003.

We may redeem the Series C convertible preferred stock at any time at our option at a redemption price of $1,000 per share plus accrued dividends. However, our senior lenders have agreed that no additional payment will be required to redeem the Series C convertible preferred stock in connection with our payoff of our senior secured debt pursuant to our payout option. See “Recent Events Affecting This Offering.”

In addition, each share of Series C convertible preferred stock is convertible, at the option of the holder of Series C convertible preferred stock, at any time from and after October 12, 2003, into fully paid and nonassessable shares of common stock at the conversion price set forth in the certificate of designation, subject to anti-dilution adjustments, including adjustments to maintain the number of shares of common stock issuable upon conversion into 51% of our fully diluted common stock. Assuming the Series C convertible preferred stock were not redeemed in this offering, upon conversion of all of the Series C convertible preferred stock, the holders of such shares, as a group, would control us since the conversion would result in the issuance of 51% of our common stock. The Series C convertible preferred stock will also vote as a single class with the common stock on all matters other than the election of directors on an “as-converted” basis (i.e., with each share of Series C convertible preferred stock having a number of votes equal to the number of shares of common stock into which it would be converted) upon the earliest to occur of (1) a Board Shift Event as a result of our failure to achieve specified net operating cash flow requirements, (2) any other Board Shift Event occurring after October 12, 2003 or (3) any time when fewer than 12,000 shares of Series C convertible preferred stock are outstanding. There are 29,000 shares of Series C convertible preferred stock outstanding, all of which we intend to redeem with the proceeds of this offering. In connection with the issuance of the Series C convertible preferred stock, the senior lenders entered into a stockholders agreement with us, which provides, among other things, for registration rights in connection with the sale of any shares of common stock that are issuable upon conversion of the Series C convertible preferred stock. The registration rights include shelf and piggy-back registration rights. For a more detailed discussion of these rights, see “—Registration Rights—Senior Lenders.”

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The issuance of the Series C convertible preferred stock was not submitted to our stockholders for approval in reliance on the “financial distress” exception to the shareholder approval policy of the New York Stock Exchange. Stockholders were notified of our reliance on this exception for the approval of the closing of the transaction.

Transfer Agent

Our transfer agent for our common stock is Wachovia Bank, National Association (formerly known as First Union National Bank) and its address is Shareholder Services—NC1153, 1525 West W.T. Harris Blvd., 3C3, Charlotte, North Carolina 28288-1153.

Charter and Contractual Provisions Regarding Limitation of Liability and Indemnification

Our certificate of incorporation provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as directors, except for liability (1) for any breach of a director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) any transaction from which the director derives an improper personal benefit. Moreover, the provisions do not apply to claims against a director for violations of certain laws, including federal securities laws. If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of directors’ liability, then the liability of our directors will automatically be limited to the fullest extent provided by law. Our certificate of incorporation expressly grants each of our directors and officers the right to seek indemnification from us in connection with any action or proceeding against such officer or director by reason of the fact that such person is an officer or director. These provisions and agreements may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from directors. We believe that these contractual agreements and the provision in our certificate of incorporation are necessary to attract and retain qualified persons as directors and officers.

Delaware Anti-Takeover Law

We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. Under Section 203, certain “business combinations” between a Delaware corporation whose stock generally is publicly traded or held of record by more than 2,000 stockholders and any person acquiring 15% or more of the voting stock of such Delaware corporation (an “interested stockholder”) are prohibited for a three-year period following the time that such stockholder became an interested stockholder, unless:

• either the business combination or the transaction that resulted in the stockholder becoming an “interested stockholder” was approved by the board of directors of the corporation prior to the time that person became an interested stockholder;

• upon consummation of the transaction that made that person an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers and stock held in employee stock plans in which the employees do not have a right to determine confidentially whether to tender or vote stock held by the plan); or

• at or following the time at which that person became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 ²/3% of the voting stock not owned by the interested stockholder.

A corporation may opt out of the effect of this statute by (1) including a provision to this effect in the corporation’s original certificate of incorporation, (2) amendment to the corporation’s bylaws made by the board of directors within 90 days after the effective date of the statute, or (3) amendment of the corporation’s certificate of incorporation or bylaws approved by holders of a majority of the shares entitled to vote; provided that such amendment shall generally not take effect until 12 months after its adoption and shall not affect any business combination with interested stockholders which is effected during such 12 months. The three-year prohibition does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who

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had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors. The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions that increase an interested stockholder’s percentage ownership of stock. Section 203 could have the effect of delaying, deferring or preventing a change in control of our company. To date, we have not opted out of Section 203.

Registration Rights

We have outstanding registration obligations with respect to shares of our common stock owned by certain of our stockholders.

Senior Lenders

We have granted various registration rights to our senior lenders with respect to an aggregate of 150,000 shares of our common stock that they currently own, which we are registering in this offering, and an aggregate of 1,650,000 shares issuable upon completion of this offering.

We issued an aggregate of 74,998 shares of our common stock to our senior lenders in July 2001 in consideration for an amendment and waiver to our credit agreement in connection with our sale of HPS. Under the registration rights agreement that we entered into with our senior lenders at that time, we were required to file, as soon as practicable following the issuance of those shares, a registration statement with the SEC to cover their resale. We included those shares on a registration statement that we filed on August 1, 2001, which registration statement has not become effective. Our senior lenders also currently have piggy-back rights to include those shares on any registration statement that we file with respect to an offering of equity securities, subject to certain exceptions, whether for our account or for the account of other stockholders. The registration rights granted with respect to these shares survive until the shares are sold under an effective registration statement, become freely transferable under the Securities Act or are no longer issued and outstanding. We also granted additional registration rights with respect to these shares, as described below.

We issued an aggregate of 75,002 shares of our common stock to our senior lenders in April 2002 as fees in connection with the restructuring. At that time, we entered into a stockholders agreement with the senior lenders, pursuant to which we granted registration rights with respect to these shares, as well as the 74,998 shares issued in July 2001, the shares issuable upon conversion of the Series C convertible preferred stock and the 1,650,000 shares issuable upon closing of this offering in connection with the payoff of our senior credit facility and redemption of the Series C convertible preferred stock. The stockholders agreement (1) requires that we file and make effective by October 12, 2003 a shelf registration statement covering those shares and (2) grants to the senior lenders piggy-back registration rights with respect to those shares after October 12, 2003. Upon fulfillment of the conditions to the repayment of our senior indebtedness, all provisions of the stockholders agreement except those relating to the piggy-back registration rights will be terminated. The piggy-back registration rights will survive until the shares are sold under an effective registration statement, become freely transferable under the Securities Act or are no longer issued and outstanding. We have also granted to our senior lenders the same shelf registration rights and piggy-back registration rights with respect to the shares of common stock issuable upon conversion of the Series C convertible preferred stock; however, we intend to use a portion of the proceeds of this offering to retire our senior indebtedness and repurchase the shares of Series C convertible preferred stock and, therefore, if the offering is completed, there will be no outstanding shares of Series C convertible preferred stock following the closing of this offering.

In connection with our option to retire our senior indebtedness and redeem the Series C convertible preferred stock, we have agreed to register in this offering the 150,000 shares currently owned by our senior lenders. If any of these shares are not sold in this offering, our senior lenders have agreed not to sell any unsold shares during the 180 days following the closing of this offering. In addition, we have offered each lender the option to elect, within 10 days of notice of the effectiveness of this offering, to sell to us, at the price of this offering to the public, net of underwriting discounts and commissions, its allocable portion of the 1,650,000

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shares that we will be required to issue upon the closing of this offering. We intend to use up to approximately $             to repurchase an aggregate of up to 1,650,000 shares of our common stock from those lenders who elect to sell their allocable portion of such shares to us under the terms described above. Any lender that elects not to sell its entire allocable portion of such shares to us as provided will be required to agree not to sell any of its shares of our common stock during the 180 days following the effective date of this offering. We have agreed that, after the expiration of this 180-day period, we will register on a shelf registration statement any of the 150,000 shares being registered in this offering that are not sold in this offering and any of the 1,650,000 shares to be issued to our senior lenders upon the closing of this offering that we do not repurchase. Any unsold shares will remain covered by the piggy-back registration rights that we have granted with respect to those shares.

HealthPlan Holdings

We issued 709,757 shares of common stock to HealthPlan Holdings in connection with our sale of HPS and an additional 101,969 shares as penalty shares settling certain post-closing disputes. Under the registration rights agreement between us and HealthPlan Holdings, we were required to register the 811,726 shares as soon as practicable after the closing of that transaction. We included those 811,726 shares on the registration statement that we filed on August 1, 2001, which registration statement has not become effective. As a result of our failure to effectively register those shares, we were required to issue an aggregate of 100,000 additional shares of common stock to HealthPlan Holdings as penalty payments. We were also required to issue 100,000 additional shares to HealthPlan Holdings as penalty payments for failing to redeem the 811,726 shares for cash. We also issued to HealthPlan Holdings a $5.0 million note convertible into shares of our common stock. Immediately prior to the restructuring, we issued an additional 27,726 shares to HealthPlan Holdings in payment of interest under the $5.0 million note. In connection with our debt restructuring, HealthPlan Holdings converted the $5.0 million note into 813,273 shares of our common stock. We are required to make up the difference between the proceeds from the disposition of those shares and $5.0 million, if any, by issuing to HealthPlan Holdings a sufficient number of shares of our common stock to enable them to receive $5.0 million in proceeds.

Under the registration rights agreement, HealthPlan Holdings currently has (1) the right to demand, on up to two occasions, that we register any of the first 100,000 shares issued to it as penalty shares, the 27,726 shares issued to it as interest on the $5.0 million note and the 813,273 shares issued to it upon conversion of that note, (2) the right to request that we file a shelf registration statement to cover those shares and (3) piggy-back registration rights with respect to those shares. These registration rights survive until the shares are sold under an effective registration statement, become freely transferable under the Securities Act, are transferred and are no longer restricted from sale without registration under the Securities Act or are no longer issued and outstanding. We did not grant any registration rights with respect to the 100,000 shares issued as penalty payments for our failure to redeem the 811,726 shares. If HealthPlan Holdings exercises a demand right, we are required not to effect any sales of securities similar to or convertible into our common stock during the 90 days prior to and the 120 days beginning on the effective date of the demand registration statement. In connection with the restructuring, pursuant to the stockholders agreement among us and our senior lenders, we agreed to register all shares with respect to which HealthPlan Holdings currently has registration rights and further agreed that we would not register any shares owned by HealthPlan Holdings that are not currently covered by registration rights. Upon fulfillment of the conditions to the repayment of our senior indebtedness, the provisions of the stockholders agreement applicable to the shares of our common stock owned by HealthPlan Holdings, as well as all other provisions of the stockholders agreement except those relating to the senior lenders’ piggy-back registration rights, will be terminated.

We have agreed to use $5.0 million from the proceeds from this offering to purchase from HealthPlan Holdings the 813,273 shares and to satisfy our obligations related to those shares, and they have agreed to surrender those shares to us upon the payment of $5.0 million. We have also agreed to register in this offering 939,452 of the shares currently owned by HealthPlan Holdings, which are the 811,726 shares issued in connection with the sale of HPS, the 100,000 shares issued as penalty payments for our failure to register the 811,726 shares and the 27,726 shares issued as interest payments. HealthPlan Holdings may elect to sell all or none of such shares in this offering. HealthPlan Holdings has agreed that, if it elects not to sell any of its shares

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in this offering, it will not sell any shares of our common stock during the 180 days following the closing of this offering. We have agreed that, after the expiration of this 180-day period, we will register any of the 939,452 shares being registered in this offering that remain unsold, as well as the additional 100,000 shares issued to HealthPlan Holdings as penalty payments for our failure to redeem the 811,726 shares, on a shelf registration statement. Any unsold shares will remain covered by the demand registration rights and piggy-back registration rights that we have granted with respect to those shares.

NEF

In March 2002, we issued 274,369 shares of our common stock to NEF as partial payment for the restructuring of an outstanding promissory note. We committed to register those shares expeditiously, agreeing to file a registration statement by May 27, 2002, to allow NEF to sell such shares to the public. In this offering, we are registering the 274,369 shares owned by NEF to satisfy our registration obligations with respect to those shares.

DRZ

In July 2001, certain accounts managed by DRZ purchased 553,500 shares of our common stock from us in private placement transactions. Under the stock purchase and registration rights agreement that we entered into with DRZ at that time, we were required to file, as soon as practicable following the issuance of those shares, a registration statement with the SEC to cover their resale. We included those shares on the registration statement that we filed on the August 1, 2001 that has not become effective. In addition, DRZ currently holds, for the benefit of its accounts, with respect to those shares, (1) two demand registration rights, (2) shelf registration rights and (3) piggy-back registration rights. DRZ, on behalf of its managed accounts, has agreed not to exercise its registration rights or otherwise sell any shares of our common stock during the 180 days following completion of this offering. We have agreed that, after the expiration of this 180-day period, we will register those shares on a shelf registration statement. Any unsold shares will remain covered by the demand and piggy-back registration rights that we have granted with respect to those shares.

Centra

On April 12, 2002, we issued convertible notes to Centra in the aggregate principal amount of $4.3 million, which accrue interest monthly at a compound rate of 12% per annum and mature on December 1, 2004, to replace notes in the aggregate principal amount of $4.0 million upon which we had defaulted as of December 31, 2001. The notes are immediately convertible into shares of our common stock at a price per share equal to the lesser of (a) $6.398 or (b) the average trading price of our common stock for the ten-day period immediately preceding notice of conversion. We also issued warrants to Centra to purchase 200,000 shares of our common stock, exercisable immediately at a price per share of $6.398. We have agreed to use $3.0 million of the proceeds of this offering to repay a portion of the total amount outstanding under the convertible notes, leaving a principal balance of $1.3 million, which Centra has agreed to convert into shares of our common stock based on the offering price to the public in this offering, net of underwriting discounts and commissions. Centra has agreed not to sell those shares during the 180 days following completion of this offering. We have agreed that, after the expiration of this 180-day period, we will register those shares on a shelf registration statement.

ADP

In December 1996, ADP purchased 1,320,000 shares of our common stock from Noel pursuant to a stock purchase agreement with Noel and us. ADP currently has piggy-back registration rights with respect to those shares in the event that we propose to register any of our securities under the Securities Act, whether for our own account or for the account of other stockholders, for sale in an underwritten offering. ADP has notified us of its intention not to sell any of these shares in this offering or on the shelf registration statement that will follow after the expiration of the 180-day period following the closing of this offering. Thereafter, the shares owned by ADP continue to be covered by the piggy-back registration rights that we have granted with respect to those shares.

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Underwriter’s Warrants

In connection with this offering, we have agreed to issue warrants to purchase an aggregate of              shares of our common stock to Friedman, Billings, Ramsey & Co., Inc. upon the closing of this offering, which will be immediately exercisable. We have agreed to grant both demand and piggy-back registration rights to the holders of these warrants and the shares of common stock underlying these warrants.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, we will have              shares of common stock outstanding, or              shares of common stock if the underwriters exercise their over-allotment option in full (assuming no exercise of outstanding options and warrants and warrants to be issued to Friedman, Billings, Ramsey & Co., Inc. upon consummation of this offering, none of the 1,650,000 shares of common stock to be issued to our senior lenders are repurchased, 813,273 shares are repurchased from HealthPlan Holdings in connection with the satisfaction of the $5.0 million convertible note and          shares are issued upon conversion of $1.3 million of the promissory notes held by Centra). All of the shares sold in this offering, including any shares sold to the underwriters upon exercise of their over-allotment option, and              of the presently outstanding shares of our common stock will be freely tradable without restriction or registration under the Securities Act unless purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The remaining              outstanding shares of our common stock will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may be sold in the public market only if they are registered or qualify for an exemption from registration, such as the ones provided under Rule 144 or Rule 701 under the Securities Act, summarized below.

We are registering an aggregate of 1,363,821 shares for certain selling stockholders. To the extent any of those shares are not sold, they will be subject to registration rights. See “Description of Capital Stock – Registration Rights.”

Lock-Up Agreements.    Our directors, executive officers and their affiliates and certain other stockholders who hold an aggregate of              shares have agreed that for a period of 180 days after the date of this prospectus they will not, without the prior written consent of Friedman, Billings, Ramsey & Co., Inc., offer, sell, contract to sell or otherwise dispose of any equity securities, or any securities exercisable for or convertible into such securities. Given these contractual restrictions, beginning 180 days after the date of this prospectus, the 1,038,452 shares of our common stock plus the shares to be issued to Centra upon conversion of $1.3 million of its notes, and              shares issuable upon the exercise of presently exercisable options and warrants would be available for sale in the public market subject to the limitations of Rule 144.

Following the lock-up period, we have agreed to register on a shelf registration statement with the SEC, 553,500 shares of common stock owned by DRZ, shares owned by our senior lenders, shares owned by Centra upon conversion of $1.3 million of its notes and any shares owned by HealthPlan Holdings for sale from time to time pursuant to such registration statement.

Rule 144.    In general, under Rule 144 as currently in effect, a person, or persons whose shares are aggregated, including an affiliate, who has beneficially owned restricted shares for at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, approximately              shares immediately after this offering, or the average weekly trading volume in the common stock during the four calendar weeks preceding such sale, subject to the filing of a Form 144 with respect to such sale and certain other limitations and restrictions. In addition, a person who is not deemed to have been an affiliate of our company at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the requirements described above.

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We have issued warrants for the purchase of up to 200,000 shares of our common stock to Centra, which are exercisable at a per share price of $6.398. While these shares are not covered by any registration rights, they will be eligible for future sale under Rule 144 or another applicable exemption from registration.

We have also agreed to issue warrants to purchase an aggregate of              shares of our common stock to Friedman, Billings, Ramsey & Co., Inc. upon the closing of this offering, which warrants will be immediately exercisable. We have agreed to grant both demand and piggy-back registration rights to the holders of these warrants (and the underlying shares of common stock).

For a description of the registration rights we have granted to various parties, see “Description of Capital Stock—Registration Rights.”

Stock Option Plans.     In addition, we have filed registration statements on Form S-8 under the Securities Act to register              shares of our common stock reserved for issuance under our Incentive Plan, our Directors Option Plan, our Stock Purchase Plan, our Employee Option Plan and our Directors Equity Plan. These registration statements became effective automatically upon filing and shares issued under these plans may be sold in the open market following expiration of the lock-up period described above, subject to, in the case of some holders, vesting restrictions imposed by us and the Rule 144 limitations applicable to affiliates.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement among us, the selling stockholders and Friedman, Billings, Ramsey & Co., Inc. (“FBR”), we and the selling stockholders have agreed to sell to the underwriters, and the underwriters have agreed to purchase, the number of shares of common stock set forth opposite their names below.

Underwriter	Number of Shares
Friedman, Billings, Ramsey & Co., Inc.
Total

We have granted the underwriters an option exercisable during the 30-day period after the date of this prospectus to purchase, at the initial offering price less underwriting discounts and commissions, up to an additional              shares of common stock for the sole purpose of covering over-allotments, if any. To the extent that the underwriters exercise the option, each underwriter will be committed, subject to certain conditions, to purchase that number of additional shares of common stock that is proportionate to such underwriter’s initial commitment.

Under the terms and conditions of the underwriting agreement, the underwriters are committed to purchase all the common stock offered by this prospectus, other than the              shares subject to the over-allotment option, if any is purchased. We and the selling stockholders have agreed to indemnify the underwriters against certain civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of such liabilities.

68

The underwriters initially propose to offer the common stock directly to the public at the public offering price set forth on the cover page of this prospectus, and to certain dealers at such offering price less a concession not to exceed $             per share. The underwriters may allow, and such dealers may reallow, a concession not to exceed $             per share to certain other dealers. After the common stock is released for sale to the public, the underwriters may change the offering price and other selling terms.

The following table provides information regarding the per share and total underwriting discounts and commissions we and the selling stockholders will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional              shares.

	No exercise of over-allotment option	Full exercise of over-allotment option
By us:
Per share	$	$
Total	$	$
By the selling stockholders:
Per share	$	$
Total	$	$

As described in the underwriting agreement, we have agreed to reimburse the underwriters for certain accountable out-of-pocket expenses incurred in connection with the offering. We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately $            .

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may over-allot this offering, creating a syndicate short position. In addition, the underwriters may bid for and purchase common stock in the open market to cover syndicate short positions or to stabilize the price of the common stock. Finally, the underwriting syndicate may reclaim selling concessions from syndicate members if the syndicate repurchases previously distributed common stock in syndicate covering transactions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the common stock above independent market levels. These transactions may be effected on the New York Stock Exchange or in the over-the-counter market or otherwise. The underwriters are not required to engage in these activities and may end any of these activities at any time.

The underwriters have informed us that they do not intend to confirm sales of the common stock offered by this prospectus to any accounts over which they exercise discretionary authority.

Our common stock is listed on the New York Stock Exchange under the symbol “PVC.”

We and our executive officers, directors and certain principal and selling stockholders will agree not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock, or any securities convertible into or exercisable or exchangeable for any shares of our common stock or any right to acquire shares of our common stock, for a period of 180 days from the effective date of this prospectus, subject to certain exceptions. FBR, at any time and without notice, may release all or any portion of the common stock subject to the foregoing lock-up agreements.

The underwriters or their affiliates may provide us with investment banking, financial advisory, or commercial banking services in the future, for which they may receive customary compensation.

We have agreed to sell to FBR or its designees, for nominal consideration, warrants to purchase an aggregate of              shares of our common stock (the “FBR Warrants”). The shares of common stock subject to the FBR Warrants will be in all respects identical to the shares of common stock offered to the public by this prospectus. The FBR Warrants will be exercisable for a period of five years, commencing with the closing date of this offering, at a per share exercise price equal to the initial public offering price. Neither the FBR Warrants

69

nor the underlying shares of common stock may be transferred, sold, assigned or hypothecated for a period of one year from the closing of the offering, except to officers or partners of FBR and members of the selling group and their officers or partners. Following such one-year period, the FBR Warrants and the underlying shares of common stock may be transferred, sold, assigned or hypothecated to FBR’s directors, officers and affiliates. We are also registering in this offering the shares of common stock issuable upon exercise of the FBR Warrants and have granted additional registration rights with respect to the FBR Warrants and the underlying shares of common stock. The FBR Warrants will contain anti-dilution provisions providing for appropriate adjustment of the exercise price and number of shares of common stock that may be purchased upon the occurrence of certain events. The FBR Warrants may be exercised by paying the exercise price in cash, through surrender of share of common stock, through a reduction in the number of shares covered by such Warrants, or by using a combination of these methods. The holder of the FBR Warrants will have no voting, dividend or other rights as stockholders with respect to shares of common stock underlying the FBR Warrants until the FBR Warrants have been exercised.

For a period of three years following completion of the offering, we have engaged FBR as financial advisor, lead underwriter or agent in connection with any purchase or sale of assets or stock, merger, acquisition, business combination, joint venture, other strategic transaction, public or private offering of equity or debt securities, other capital markets financing, sale or securitization of loans, warrant exercise program, self-tender offer or other similar transactions, for which they may receive customary compensation. For a period of two years following any termination of the offering prior to completion before April 8, 2003, we have agreed to pay FBR a fee for FBR’s services in the event that we complete a similar offering of our securities or engage in certain other transactions in lieu of this offering.

LEGAL MATTERS

For the purpose of this offering, our outside counsel, Fowler White Boggs Banker P.A., Tampa, Florida, is giving its opinion on the validity of the shares offered by us and the selling stockholders in this prospectus. Gibson, Dunn & Crutcher LLP, Washington, D.C., will pass upon certain legal matters in connection with this offering for the underwriters.

EXPERTS

PricewaterhouseCoopers LLP, independent certified public accountants, have audited our consolidated financial statements and schedules as of December 31, 2000 and 2001 and for each of the three years in the period ended December 31, 2001 included in this prospectus, as set forth in their reports included herein. These consolidated financial statements and schedules are included in this prospectus in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information filed by us may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC’s regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained from the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, material filed by us can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

70

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules filed as a part of the registration statement, as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, you should refer to the registration statement, including the exhibits and schedules filed as a part of the registration statement. This prospectus contains general information about contracts and documents that is not necessarily complete. Accordingly, where such contract or other document is an exhibit to the registration statement, in all cases you should rely on the provisions of such exhibit over different information in this prospectus. You may inspect the registration statement, including the exhibits we filed, without charge at the public reference facilities maintained by the SEC as set forth in the preceding paragraph. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.

71

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants	F-2
Consolidated Balance Sheets at December 31, 2000 and 2001 and     March 31, 2002 (unaudited)	F-3
Consolidated Statements of Operations for the Three Years Ended December 31, 2001 and the Three Months Ended March 31, 2001 and 2002 (unaudited)	F-4
Consolidated Statements of Stockholders’ Equity for the Three Years     Ended December 31, 2001 and the Three Months Ended     March 31, 2002 (unaudited)	F-5
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 2001 and the Three Months Ended March 31, 2001
and 2002 (unaudited)	F-6
Notes to Consolidated Financial Statements	F-7
Report of Independent Certified Public Accountants on Financial Statement Schedule	F-27
Schedule II—Valuation and Qualifying Accounts for each of the Years ended December 31, 1999, 2000 and 2001	F-28

F-1

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors

and Stockholders of

PlanVista Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders’ equity (deficit) and comprehensive income and of cash flows present fairly, in all material respects, the financial position of PlanVista Corporation and its subsidiaries (PlanVista or the Company) at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of PlanVista’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As further described in Note 2, the Company signed an agreement on April 12, 2002, with its lenders to restructure principally all of its outstanding debt, including the conversion of $29 million of debt into preferred stock. The new credit facility matures in two years and contains restrictive financial covenants relating the Company’s operations.

/s/    PricewaterhouseCoopers LLP        

PRICEWATERHOUSECOOPERS LLP

April 15, 2002

Tampa, Florida

F-2

PLANVISTA CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

	December 31,						March 31, 2002
	2000			2001
							(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	482		$	395		$	387
Accounts receivable, net of allowance for doubtful accounts of $3,300, $6,236, and $6,764		6,854			7,319			8,378
Prepaid expenses and other current assets		971			327			1,254
Refundable income taxes		2,251			608			1,300
Deferred taxes		3,523			—			—
Total current assets		14,081			8,649			11,319
Property and equipment, net		1,791			1,804			1,880
Other assets, net		1,870			267			946
Deferred taxes		25,895			—			—
Investments		2,411			—			—
Goodwill, net		30,783			29,405			29,405
Net noncurrent assets associated with discontinued operations		27,837			—			—
Total assets	$	104,668		$	40,125		$	43,550
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,056		$	3,308		$	4,464
Accrued liabilities		13,165			12,934			13,403
Current portion of long-term debt		61,133			308			308
Net current liabilities associated with discontinued operations		43,586			—			—
Total current liabilities		118,940			16,550			18,175
Long-term debt and notes payable		4,905			75,778			74,748
Other long-term liabilities		1,163			1,087			1,066
Total liabilities		125,008			93,415			93,989
Stockholders’ equity (deficit):
Common stock, $0.01 par value, 100,000,000 authorized, 15,205,984 and 15,445,880 shares issued at December 31, 2000 and 2001, respectively, and 15,824,426 shares issued at March 31, 2002		152			154			158
Additional paid-in capital		110,417			92,335			94,286
Treasury stock at cost, 1,519,400 and 13,597 shares at December 31, 2000 and 2001, and 1,942 shares at March 31, 2002		(30,006	)		(265	)		(38	)
Accumulated deficit		(100,293	)		(145,514	)		(144,845	)
Unrealized depreciation on investments available for sale, net of tax		(610	)		—			—
Total stockholders’ equity (deficit)		(20,340	)		(53,290	)		(50,439	)
Total liabilities and stockholders’ equity	$	104,668		$	40,125		$	43,550

The accompanying notes are an integral part of these consolidated financial statements.

F-3

PLANVISTA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)

	Year Ended December 31,									Three Months Ended March 31,
	1999			2000			2001			2001			2002
										(unaudited)
Operating revenues	$	18,691		$	26,964		$	32,918		$	7,983		$	7,949
Expenses:
Agent commissions		110			295			308			105			80
Personnel expenses		8,189			8,301			9,137			2,357			2,327
General and administrative expenses:
Network access fees		2,521			3,896			5,343			1,132			1,287
Bad debt expense		624			649			3,348			267			475
Other general and administrative		4,087			3,993			6,213			1,344			1,373
Loss on impairment of intangible assets		—			5,513			—			—			—
Other expenses (income)		—			1,120			(47	)		285			—
(Gain) loss on sale of investments, net		(4,630	)		(332	)		2,503			—			—
Depreciation and amortization		1,927			1,683			1,845			489			112
Interest expense		7,737			10,489			12,098			1,891			2,558
Interest income		(373	)		(252	)		(128	)		(74	)		—
Equity in loss of joint ventures		208			—			—			—			—
Total expenses		20,400			35,355			40,620			7,796			8,212
(Loss) income before (benefit) provision for income taxes, minority interest, discontinued operations, extraordinary loss, and cumulative effect of change in accounting principle		(1,709	)		(8,391	)		(7,702	)		187			(263	)
(Benefit) provision for income taxes		(718	)		(3,263	)		26,811			42			(932	)
(Loss) income before minority interest, discontinued operations, loss on sale of assets, extraordinary loss and cumulative effect of change in accounting principle		(991	)		(5,128	)		(34,513	)		145			669
Minority interest		50			—			—			—			—
(Loss) income before discontinued operations, loss on sale of assets, extraordinary loss and cumulative effect of change in accounting principle		(1,041	)		(5,128	)		(34,513	)		145			669
Gain (loss) from discontinued operations, net of taxes		1,145			(58,804	)		(555	)		(728	)		—
Loss on sale of discontinued operations, net of taxes		—			(39,333	)		(10,077	)		—			—
Extraordinary loss, net of taxes		—			(954	)		—			—			—
Cumulative effect of change in accounting principle, net of taxes		—			(258	)		(76	)		(76	)		—
Net income (loss)	$	104		$	(104,477	)	$	(45,221	)	$	(659	)	$	669
Basic income (loss) per share of common stock:
(Loss) income from continuing operations	$	(0.08	)	$	(0.37	)	$	(2.37	)	$	0.01		$	0.04
Income (loss) from discontinued operations		0.09			(4.30	)		(0.04	)		(0.05	)		—
Loss from sale of discontinued operations		—			(2.88	)		(0.70	)		—			—
Extraordinary loss		—			(0.07	)		—			—			—
Cumulative effect of change in accounting principle		—			(0.02	)		—			(0.01	)		—
Net income (loss)	$	0.01		$	(7.64	)	$	(3.11	)	$	(0.05	)	$	0.04
Basic weighted average number of shares outstanding		13,742			13,679			14,558			13,702			15,521
Diluted income (loss) per share of common stock:
(Loss) income from continuing operations	$	(0.08	)	$	(0.37	)	$	(2.37	)	$	0.01		$	0.04
Income (loss) from discontinued operations		0.09			(4.30	)		(0.04	)		(0.05	)		—
Loss from sale of discontinued operations		—			(2.88	)		(0.70	)		—			—
Extraordinary loss		—			(0.07	)		—			—			—
Cumulative effect of change in accounting principle		—			(0.02	)		—			(0.01	)		—
Net income (loss)	$	0.01		$	(7.64	)	$	(3.11	)	$	(0.05	)	$	0.04
Diluted weighted average number of shares outstanding		13,922			13,679			14,558			13,702			15,910

The accompanying notes are an integral part of these consolidated financial statements.

F-4

PLANVISTA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME

(in thousands except share amounts)

	Comprehensive Income			Voting Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings (Deficit)			Unrealized Appreciation on Investments Available for Sale			Total
Balance at December 31, 1998				$	152	$	109,887		$	(28,088	)	$	9,736		$	(35	)	$	91,652
Refund of overpayment in connection     with stock option plan					—		(13	)		—			—			—			(13	)
Issuance of 16,143 shares in     connection with the employee     stock purchase plan					—		81			—			—			—			81
Cash dividends declared					—		—			—			(5,656	)		—			(5,656	)
Purchase of 242,700 treasury shares					—		—			(1,918	)		—			—			(1,918	)
Tax benefit on exercise of shares in     connection with stock option plans					—		402			—			—			—			402
Net income	$	104			—		—			—			104			—			104
Unrealized appreciation on investment     available for sale		1,629			—		—			—			—			1,629			1,629
Comprehensive income	$	1,733
Balance at December 31, 1999					152		110,357			(30,006	)		4,184			1,594			86,281
Issuance of 1,718 shares in     connection with the directors’     compensation plan					—		20			—			—			—			20
Issuance of 12,708 shares in     connection with the employee     stock purchase plan					—		37			—			—			—			37
Issuance of 1,100 shares in connection     with stock option plans					—		3			—			—			—			3
Net loss	$	(104,477	)		—		—			—			(104,477	)		—			(104,477	)
Unrealized depreciation on investment     available for sale		(2,204	)		—		—			—			—			(2,204	)		(2,204	)
Comprehensive loss	$	(106,681	)
Balance at December 31, 2000					152		110,417			(30,006	)		(100,293	)		(610	)		(20,340	)
Issuance of 8,725 shares in     connection with the directors’     compensation plan					—		57			—			—			—			57
Issuance of 2,051 shares in     connection with the employee     stock purchase plan					—		22			—			—			—			22
Issuance of 189,301 shares in     connection with stock option plans					2		480			—			—			—			482
Issuance of 1,011,071 shares related to     sale of businesses					—		(11,905	)		19,205			—			—			7,300
Issuance of 553,500 shares in connection     with lending activities					—		(6,736	)		10,536			—			—			3,800
Net loss	$	(45,221	)		—		—			—			(45,221	)		—			(45,221	)
Unrealized depreciation on investment     available for sale		610			—		—			—			—			610			610
Comprehensive loss	$	(44,611	)
Balance at December 31, 2001					154		92,335			(265	)		(145,514	)		—			(53,290	)
Issuance of 26,395 shares in     connection with stock option plan and     employee stock purchase plan					—		25			—			—			—			25
Issuance of 89,381 shares to     HealthPlan Holdings, Inc.					1		408			227			—			—			636
Issuance of 274,369 shares in     settlement of subordinated notes     and other obligations					3		1,518			—			—			—			1,521
Net income					—		—			—			669			—			669
Balance at March 31, 2002 (unaudited)				$	158	$	94,286		$	(38	)	$	(144,845	)	$	—		$	(50,439	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

PLANVISTA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Year Ended December 31,									For the Three Months Ended March 31,
	1999			2000			2001			2001			2002
										(unaudited)
Cash flows from operating activities:
Net (loss) income	$	104		$	(104,477	)	$	(45,221	)	$	(659	)	$	669
(Income) losses from discontinued operations		(1,145	)		98,137			10,632			728			—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation		723			303			467			144			112
Amortization		1,388			1,380			1,378			345			—
Noncash interest expense		—			—			—			—			636
Loss on impairment of goodwill		—			5,513			—			—			—
(Gain) loss on sale of investments		(4,630	)		(332	)		2,503			—			—
Deferred taxes		(4,194	)		(24,886	)		29,418			476			—
Changes in assets and liabilities:
Net liabilities of discontinued operations		14,012			41,877			—			(5,201	)		—
Restricted cash		(3	)		3			—			—			—
Accounts receivable		819			(3,003	)		(465	)		94			(1,059	)
Refundable income taxes		—			—			1,643			—			(692	)
Prepaid expenses and other current assets		(658	)		(241	)		644			414			(927	)
Other assets		(10,427	)		(1,182	)		1,603			(3,500	)		(679	)
Accounts payable		1,814			(2,379	)		2,252			4,492			1,157
Accrued liabilities		14,384			(4,504	)		(14,312	)		2,687			989
Other long-term liabilities		4,123			(2,960	)		(76	)		(21	)		(21	)
Net cash provided by (used in) operating activities		16,310			3,249			(9,534	)		(1	)		185
Cash flows from investing activities:
Purchases of property and equipment		(7,996	)		(4,789	)		(480	)		(366	)		(188	)
Cash paid for acquisitions, net of cash acquired		(8,674	)		(3,054	)		—			—			—
Proceeds from sale of business units		—			33,656			—			—			—
Proceeds from sale of investments		8,013			936			518			—			—
Purchases of investments		(919	)		—			—			—			—
Receivable from sale of investment, net		(375	)		—			—			—			—
Proceeds from notes receivable		3,498			—			—			—			—
Net cash (used in) provided by investing activities		(6,453	)		26,749			38			(366	)		(188	)
Cash flows from financing activities:
Net (payments) borrowings under line of credit		(1,952	)		(29,101	)		6,143			(2,040	)		(30	)
Cash overdrafts		—			—			—			2,097			—
Net payments on other debt		—			(455	)		(1,095	)		—			—
Cash dividends paid		(7,566	)		—			—			—			—
Repurchase of common stock		(1,918	)		—			—			—			—
Proceeds from common stock issued		68			40			4,361			69			25
Net cash (used in) provided by financing activities		(11,148	)		(29,516	)		9,409			126			(5	)
Net (decrease) increase in cash and cash equivalents		(1,291	)		482			(87	)		(241	)		(8	)
Cash and cash equivalents at beginning of period		1,291			—			482			482			395
Cash and cash equivalents at end of period	$	—		$	482		$	395		$	241		$	387
Supplemental disclosure of cash flow information:
Cash paid for interest	$	7,140		$	9,544		$	4,550		$	2,168		$	372
Net cash paid (refunds received) for income taxes	$	3,575		$	(1,728	)	$	(2,607	)	$	136		$	—
Supplemental noncash investing and financing activities:
Sale of business units:
Notes issued	$	—		$	—		$	5,000		$	—		$	—
Common stock issued	$	—		$	—		$	7,300		$	—		$	—
Common stock issued in connection with:
Settlement of $1.0 million of subordinated notes and $0.5 million of accrued interest	$	—		$	—		$	—		$	—		$	1,521
Registration rights agreement	$	—		$	—		$	—		$	—		$	636

The accompanying notes are an integral part of these consolidated financial statements.

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PLANVISTA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001

1.    DESCRIPTION OF BUSINESS

PlanVista Corporation, formerly known as HealthPlan Services Corporation (together with its wholly owned subsidiaries, “PlanVista”, “we” or “us”), is a leading provider of technology-enabled medical cost management solutions for the healthcare industry. We provide integrated national Preferred Provider Organization (sometimes called PPO) network access, electronic claims repricing, and claims and data management services to health care payers, such as self-insured employers, medical insurance carriers, third party administrators (sometimes called TPAs), health maintenance organizations (sometimes called HMOs), and other entities that pay claims on behalf of health plans, and health care services providers, including individual providers and provider networks.

2.    BANK RESTRUCTURE, REORGANIZATION, AND RELATED SUBSEQUENT EVENTS

In June 2000, PlanVista initiated a plan of reorganization designed to divest certain of its underperforming and non-growth businesses and to reduce and refinance its credit facility. Effective June 18, 2001, PlanVista sold the last of these non-strategic businesses (as further described below) and during 2001 pursued the restructuring of its remaining debt. The majority of this debt matured on August 31, 2001, at which time we defaulted on the maturity payment. Effective September 1, 2001 we entered into a Forbearance Agreement, as amended (“Forbearance Agreement”), with our lending group that gave us until March 29, 2002 to repay or restructure this debt. On April 12, 2002, we completed the restructuring of our debt, whereby we restructured approximately $69.0 million of outstanding indebtedness to our lenders, including outstanding principal and accrued and unpaid interest and bank fees. This indebtedness was restructured with our current lenders whereby we entered into a $40.0 million term loan with an annual interest rate of prime plus 1.0% and issued $29.0 million of convertible preferred stock and an additional promissory note in the amount of $184,872.

The term loan agreement contains certain financial covenants including minimum monthly EBITDA levels (defined as earnings before interest, taxes, depreciation and amortization, and adjusted for non-cash items deducted in calculating net income and severance, if any, paid to certain officers of PlanVista), maximum quarterly and annual capital expenditures, a minimum quarterly fixed charge ratio that is based primarily on our operating cash flows, and maximum quarterly and annual extraordinary expenses (excluding certain pending and threatened litigation, indemnification agreements and certain other matters as defined in the term loan agreement). The Series C convertible preferred stock accrues dividends at 10% per annum during the first 12 months from issuance and at a rate of 12% per annum thereafter. Dividends are payable quarterly in additional shares of Series C convertible preferred stock or, at our option, in cash. At any time after 18 months from the date of issuance, the Series C convertible preferred stock may be converted into shares of our common stock at an amount determined by formula to equal 51% of the outstanding shares of our common stock. In addition, the Series C preferred Stockholders are entitled to elect three members to our board of directors. The certificate of Designation for the Series C convertible preferred stock also contains provisions that permit the Series C convertible preferred stockholders to immediately elect one additional member to our board of directors to replace one of the board members elected by our common stockholders if we fail to achieve certain minimum cash levels as defined under the certificate of designation or if we fail to make our required principal and interest payments in accordance with the terms of the Agreement, or fail to redeem the Series C convertible preferred stock by the 18 month anniversary of the issue date. The issuance of the Series C convertible preferred stock was not submitted for stockholder approval in reliance on an applicable exception to the shareholder approval policy of the New York Stock Exchange. Stockholders were notified prior to the closing of the transaction of our reliance on such exception. In connection with the issuance of the Series C convertible preferred stock, the Senior Lenders entered into a Stockholders Agreement with us which provides, among other things, for registration rights in connection with the sale of any shares of common stock which are issued upon conversion of the Series C convertible preferred stock. The registration rights include demand and incidental registration rights. In

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addition, as described below, $5.0 million of subordinated debt was converted to common stock, we extended the maturity date of $4.0 million of subordinated debt by over two years, and approximately $2.5 million of obligations was converted to $1.5 million of common stock and a $950,000 credit for in-kind services (see Note 10).

Prior to June 18, 2001, we maintained two operating units, one of which was our PlanVista Solutions segment that included PlanVista’s MGU business. The other unit was our TPA segment, which was operated primarily through our HealthPlan Services, Inc. (“HPS”), American Benefit Plan Administrators, Inc. (“ABPA”), and Southern Nevada Administrators, Inc. (“SNA”) subsidiaries, provided marketing, distribution, administration, and technology platform services for health care plans and other benefit programs. PlanVista functions solely as a service provider generating fee-based income and does not assume any underwriting risk.

On June 18, 2001, we completed the sale of our TPA and managing general underwriter business units to HealthPlan Holdings. The TPA business includes the Small Group Business operations and its associated data processing facilities based in Tampa, Florida, as well as the Taft-Hartley businesses that operate under the names ABPA and SNA, based in El Monte, California and Las Vegas, Nevada, respectively. The MGU business is the Philadelphia based Montgomery Management Corporation. The accompanying financial statements have been restated to reflect the operations of the business units described above as discontinued.

In connection with this non-cash transaction, HealthPlan Holdings assumed approximately $40 million in working capital deficit of the acquired businesses, $5 million of which was offset by a long-term convertible subordinated note that was converted to common stock on April 12, 2002 in connection with the restructuring of our credit facilities as described above. In addition, at the closing of the sale to HealthPlan Holdings, we issued 709,757 shares of our common stock to offset an additional $5 million of the assumed deficit. An additional 101,969 shares were issued as penalty shares pursuant to the terms of a letter agreement relating to certain post closing disputes. The purchase agreement contains customary representations, warranties, and cross indemnity provisions.

In connection with the issuance of these shares, we entered into a Registration Rights Agreement in favor of HealthPlan Holdings for the registration of such shares and any shares issuable under the terms of the note. Because the registration statement we filed with the Securities and Exchange Commission covering such shares has not been declared effective, pursuant to the terms of the Registration Rights Agreement, HealthPlan Holdings had the right to redeem for cash a number of the shares covered by such registration statement equal to one hundred thousand dollars ($100,000) divided by the average closing price of our common stock on the New York Stock Exchange during the ten (10) trading days immediately preceding the last trading day prior to October 1, 2001. Pursuant to the Registration Rights Agreement, HealthPlan Holdings made demand for redemption after we failed to get the required registration statement effective. We, however, are not permitted to redeem the shares at this time under the terms of the Credit Agreement with our lenders. As a result, under the terms of the Registration Rights Agreement, we were required to issue 100,000 shares of our common stock, 98,345 of which was issued in 2001, and the remainder was issued on January 2, 2002, the value of which was charged to loss on sale of discontinued operations. Such issuances were in lieu of HealthPlan Holdings’ right to redemption. In addition to these issuances, if the shares were not registered pursuant to an effective registration statement by December 31, 2001, then upon such date and each fifteenth day thereafter until such shares become registered, we are required to deliver to HealthPlan Holdings 10,000 shares of our common stock according to the terms of the Registration Rights Agreement. The limit on these additional shares is 100,000 and, as of May 15, 2002, we had issued 100,000 shares of common stock as such additional penalty shares, the value of which is reflected as interest expense.

We are currently in discussions with HealthPlan Holdings to finalize any purchase price adjustments associated with this sale. These adjustments relate primarily to the amount of accrued liabilities and trade accounts receivable reserves, and the classification of investments at the transaction date. HealthPlan Holdings

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believes it is due approximately $1.7 million from us related to this transaction, while we believe we are due approximately $4.5 million from HealthPlan Holdings (which would be partially offset against other post-closing payments we have agreed to pay, subject to certain limitations). In the event we are unable to resolve these matters directly with HealthPlan Holdings, we will seek to resolve them through binding arbitration as provided for in the purchase agreement. We believe the resolution of this matter will not have a material adverse effect on our financial condition, results of operations or cash flows.

Also, as part of the transaction noted above, we are leasing office space from HealthPlan Holdings for our former Tampa headquarters. This lease expires in June 2002.

We believe that all consolidated operating and financing obligations for the next twelve months will be met from internally generated cash flow from operations and available cash. Based on available information, management believes it will be able to maintain compliance with the terms of its restructured credit facility, including the financial covenants for the foreseeable future. Our ability to fund our operations, make scheduled payments of interest and principal on our indebtedness, and maintain compliance with the terms of our restructured credit facility, including our financial covenants, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. If we are unable to generate sufficient cash flows from operations to meet our financial obligations and achieve the restrictive debt covenants as required under the restructured credit facility, there may be a material adverse effect on our business, financial condition and results of operations, and a significant adverse effect on the market value of our common stock. Management is continuing to explore alternatives to reduce its obligations, recapitalize PlanVista, and provide additional liquidity. There can be no assurances that we will be successful in these endeavors.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

PlanVista Corporation prepares its consolidated financial statements in conformity with generally accepted accounting principles. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of presentation

The consolidated financial statements include the accounts of PlanVista Corporation and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The interim consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently may not include all disclosures normally required by generally accepted accounting principles or those normally made in our annual report on Form 10-K. The interim consolidated financial statements are unaudited and should be read in connection with the audited consolidated financial statements and notes thereto.

Revenue recognition

We earn revenues in the form of fees generated from the repricing of medical claims. We generally enter into agreements with our health benefit payers payer clients that require them to pay a percentage of the cost savings realized from PlanVista’s network discounts with participating providers. These agreements are generally terminable upon 90 days notice. During the year ended December 31, 2001 and the three months ended

F-9

March 2002, three clients and their affiliates accounted for an aggregate of 24.6% and 19.5%, respectively, of our net revenues. The loss of any of these client groups could have a material adverse effect on our financial results. In the year ended December 31, 2001 and the three months ended March 31, 2002 over 92% and 88%, respectively, of our revenues were generated from percentage of savings contracts with our customers. Revenues from percentage of savings contract are recognized when claims processing and administrative services have been performed. Revenues from customers with certain contingent contractual rights and revenues based on a percentage of collected cash are not recognized until the corresponding cash is collected. The remainder of our revenues is generated from customers that pay us a monthly fee based on eligible employees enrolled in a benefit plan covered by our health benefits payers clients. Revenues under such agreements are recognized based when the services are provided.

Cash and cash equivalents

Cash and cash equivalents are defined as highly liquid investments that have original maturities of three months or less.

Accounts receivable

We generate our revenue and related accounts receivable from services provided to healthcare payers, such as self-insured employers, medical insurance carriers, HMOs, TPAs and other entities that pay claims on behalf of health plans, and participating health care services providers which include individual providers and provider networks.

We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on past write-off history, average percentage of receivables written off historically and the length of time the receivables are past due. To the extent historical credit experience is not indicative of future performance or other assumptions used by management do not prevail, loss experience could differ significantly, resulting in either higher or lower future provision for losses.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist primarily of prepaid insurance, postage, repair and maintenance contracts and debt restructuring costs.

Impairment of long-lived assets

The excess of cost over the fair value of net assets acquired is recorded as goodwill and amortized on a straight-line basis over 25 years.

We evaluate the carrying value of our goodwill for impairment whenever indicators of impairment exist. If we determine that such indicators are present, we then prepare an undiscounted future net cash flow projection for the asset. In preparing this projection, we must make a number of assumptions concerning such things as, for example, future booking volume levels, price levels, commission rates, rates of growth in our online booking businesses and rates of increase in operating expenses. If our projection of future net cash flows is in excess of the carrying value of the recorded asset, no impairment is recorded. If the carrying value of the asset exceeds the projected undiscounted net cash flows, an impairment is recorded.

The amount of the impairment charge is determined by discounting the projected net cash flows. In 2000, PlanVista recorded a $5.5 million impairment of goodwill.

Through the end of 2001, we evaluated goodwill for impairment based on undiscounted projected future cash flows. If the carrying value of the goodwill is less than the undiscounted projected future cash flows, no impairment would be recognized.

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In July 2001, the FASB issued SFAS No. 141, “Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets.” SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against this new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead would be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. The provisions of each statement apply to goodwill and intangible assets acquired prior to June 30, 2001. These new requirements will impact future period net income by an amount equal to the discontinued goodwill amortization offset by goodwill impairment charges, if any, and adjusted for any differences between the old and new rules for defining intangible assets on future business combinations. An initial impairment test must be performed in 2002 as of January 1, 2002.

Property and equipment

Property and equipment is stated at cost. Costs of the assets acquired have been recorded at their respective fair values at the date of acquisition. Expenditures for maintenance and repairs and research and development costs are expensed as incurred. Major improvements that increase the estimated useful life of an asset are capitalized. Depreciation is computed using the straight-line method over the following estimated useful lives the related assets:

	Years
Furniture and fixtures	3-10
Computers and equipment	2-5
Computer software	3 or expected life
Leasehold improvements	Lease term

Stock-based compensation

PlanVista applies the intrinsic value method currently prescribed by Accounting Principles Board Opinion No. 25 (“APB 25”) and discloses the pro forma effects of the fair value based method, as prescribed by Statement of Financial Accounting Standards No. 123.

Income taxes

We recognize deferred assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Effective January 1, 2002, a new federal law was enacted allowing corporations to increase the period for which they may obtain refunds on past income taxes paid due to net operating losses (“NOL”). The prior law allowed companies to use their NOLs back to the preceding three fiscal years while the new law allows companies to use their NOLs to the preceding five fiscal years. Consequently, we recognized $0.9 million in income tax benefits in 2002 for refundable income taxes.

Earnings per share

Basic earnings per share is calculated by dividing the income or loss available to common stockholders by the weighted average number of shares outstanding for the period, without consideration for common stock

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equivalents. The calculation of diluted earnings per share reflects the effect of outstanding options and warrants using the treasury stock method, unless antidilutive.

Estimated fair value of financial instruments

SFAS No. 107, “Disclosure about Fair Value of Financial Instruments,” requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized and not recognized in the consolidated statements of financial condition.

Management estimates that the aggregate net fair value of other financial instruments recognized on the consolidated statements of financial condition (including cash and cash equivalents, receivables and payables and short-term borrowings) approximates their carrying value, as such financial instruments are short-term in nature, bear interest at current market rates or are subject to repricing.

Derivative financial instruments

During 2001, PlanVista used derivative financial instruments including interest rate swaps principally in the management of its interest rate exposures. Amounts to be paid or received under interest rate swap agreements were accrued as interest rates change and were recognized over the life of the swap agreements as an adjustment to interest expense.

We managed interest rate risk on our variable rate debt by using interest rate swap agreements. The agreements, which expired in September 2001 and December 2001, effectively converted $40.0 million of variable rate debt under the Credit Agreement to fixed rate debt at a weighted average rate of 6.18%.

On June 15, 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” PlanVista adopted SFAS 133 in the first quarter of 2001. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. During the twelve months ended December 31, 2001 and the three months ended March 31, 2001, PlanVista recorded a $76,000 pretax change in the market value of the interest rate swaps from December 31, 2000. We also recorded a $76,000 expense, net of taxes, as a cumulative effect of change in accounting principle representing the fair value of the interest rate swaps at January 1, 2001.

New accounting pronouncements

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal operations of a long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. Management does not believe SFAS No. 143 will have a significant effect on our financial position, results of operations or liquidity.

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In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes and amends SFAS No. 121 and relevant portions of SFAS No. 30. SFAS No. 144 is required to be adopted on January 1, 2002. The adoption of SFAS No. 144 did not have a significant effect on our financial position, results of operations, or liquidity.

On April 30, 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect and eliminates an inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Generally, SFAS No. 145 is effective for transactions occurring after May 15, 2002. The adoption of the standard will have no impact on us.

Reclassifications

On June 18, 2001, PlanVista sold its TPA and MGU business units. PlanVista has reclassified these business units as discontinued operations in the accompanying consolidated financial statements.

4.    SALE OF ASSETS AND DISCONTINUED OPERATIONS

On June 18, 2001, PlanVista completed the sale of its TPA and MGU business units to HPHI. The TPA business included the small group business operations and its associated data processing facilities located in Tampa, FL, as well as the Taft-Hartley businesses that operated under the name ABPA and SNA, based in EL Monte, CA and Las Vegas, NV, respectively. The MGU business is the Philadelphia based Montgomery Management Corporation. As a result of the transaction, PlanVista recognized a pretax loss of $9.3 million. The accompanying consolidated financial statements have been restated to reflect the business units sold as discontinued operations.

In 2000, we recorded an $80.3 million impairment of goodwill and contract rights related to its TPA segment and MGU business.

On October 26, 2000, PlanVista sold its self-funded business unit for approximately $13.6 million, consisting of $12.1 million cash and the assumption of additional current liabilities in the amount of $1.5 million. The unit was headquartered in Columbus, Ohio and operated primarily under the names Harrington Benefit Services and CENTRA HealthPlan. PlanVista used the net cash proceeds from the sale to reduce its bank debt by $8.7 million. As a result of the transaction, PlanVista recognized a pretax loss of $52.5 million. PlanVista settled contingencies during the fourth quarter of 2000 and recorded an additional loss of $4.8 million. PlanVista does not believe that there are any additional material contingencies.

On September 15, 2000, PlanVista sold its Ohio workers’ compensation managed care organization unit for approximately $3.5 million cash. The unit was part of PlanVista’s acquisition of Columbus, Ohio-based Harrington Services Corporation in 1996. PlanVista used the net cash proceeds from the sale to reduce its bank debt by $2.8 million. As a result of the transaction, PlanVista recognized a pretax gain of $3.2 million.

On July 5, 2000, PlanVista sold its unemployment compensation and its workers’ compensation units for approximately $19.1 million cash. PlanVista’s unemployment compensation business operated under the name R.E. Harrington, and its workers’ compensation unit conducted business as Harrington Benefit Services Workers’ Compensation Division. Both units were part of PlanVista’s acquisition of Columbus, Ohio-based Harrington Services Corporation in 1996. PlanVista used the net cash proceeds from the sale to reduce its bank debt by $18.0 million. As a result of the transaction, PlanVista recognized a pretax gain of $7.3 million.

F-13

On April 14, 2000, PlanVista agreed to terminate its merger agreement with UICI. As a result, it expensed $1.1 million of costs including legal, financial advisory and other fees, associated with this transaction in the second quarter 2000.

Summarized financial position and operating results of the discontinued business units for the years ended December 31, 1999, 2000 and 2001 and the three months ended March 31, 2001 are as follows:

	Year Ended December 31,									Three Months Ended March 31, 2001
	1999			2000			2001
										(unaudited)
Net revenues	$	202,919		$	157,867		$	36,427		$	20,452
Income (loss) from discontinued operations before income tax (benefit) expense	$	4,006		$	(82,586	)	$	(509	)	$	(1,129	)
Income tax (expense) benefit		(2,861	)		23,782			(46	)		401
Income (loss) from discontinued operations	$	1,145		$	(58,804	)	$	(555	)	$	(728	)
Loss on sale of discontinued operations before income tax expense	$	—		$	(42,741	)	$	(9,288	)	$	—
Income tax benefit (expense)		—			3,408			(789	)		—
Loss on sale of discontinued operations	$	—		$	(39,333	)	$	(10,077	)	$	—

	As of December 31, 2000
Net assets associated with discontinued operations:
Property and equipment, net	$	11,038
Other assets		2,345
Intangible assets, net of amortization of $3,238		14,989
Other long-term liabilities		(1,273	)
Net noncurrent assets associated with discontinued operations	$	27,837
Net current liabilities associated with discontinued operations:
Accounts receivable, net of allowance of doubtful accounts of $2,623	$	7,817
Prepaid expenses		1,972
Accounts payable		(1,214	)
Premiums payable to carriers		(43,519	)
Commissions payable		(3,124	)
Deferred revenue		(744	)
Accrued liabilities		(4,774	)
Net current liabilities associated with discontinued operations	$	(43,586	)

5.    CONCENTRATION OF CUSTOMERS

PlanVista is a party to a variety of contracts to provide claims repricing and other value added services. For the years ended December 31, 1999, 2000 and 2001 and for the three months ended March 31, 2001 and 2002, Plan Vista’s three largest customers accounted for approximately 29.1%, 33.0%, 24.6%, 26.2% and 19.5%, respectively, of total revenues.

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6.    PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	December 31,						March 31, 2002
	2000			2001
							(unaudited)
Furniture and fixtures	$	514		$	603		$	603
Computers and equipment		1,164			1,039			1,089
Computer software		1,113			1,628			1,766
		2,791			3,270			3,458
Less accumulated depreciation		(1,000	)		(1,466	)		(1,578	)
	$	1,791		$	1,804		$	1,880

PlanVista capitalizes purchased software which is ready for service and software development costs incurred from the time technological feasibility of the software is established until the software is ready for use. Costs associated with the Year 2000 compliance (not associated with other software modifications), and other computer software maintenance costs related to software development were expensed as incurred. Software development costs and costs of purchased software are amortized using the straight-line method over a maximum of three years or the expected life of the product.

PlanVista regularly reviews the carrying value of capitalized software assets, and a loss is recognized when the net realizable value falls below the unamortized cost. In the fourth quarter of 2000, PlanVista wrote off $7.7 million of internally developed software connected with PlanVista’s TPA segment that was previously capitalized. The charge related to client server technology and other functionality that was programmed for former customers. PlanVista decided to abandon the client server technology and no longer provides administration that formed the basis of other programming.

7.    INVESTMENTS

On January 29, 2001, HealthAxis, Inc. and HealthAxis.com, Inc. announced a merger of the two companies effective January 26, 2001. PlanVista owned 1,367,787 shares of the combined companies. In April 2001, PlanVista sold all of its shares of HealthAxis, Inc. stock and realized a net pretax loss on the sale of approximately $2.5 million.

During 2000, PlanVista sold its remaining shares of Caredata.com and recorded a pre-tax gain on sale of approximately $0.3 million.

8.    GOODWILL

On April 1, 2001, PlanVista entered into a definitive agreement to sell its TPA and MGU business units. Based upon the consideration PlanVista expected to receive at closing, PlanVista’s goodwill and contract rights related to the business units sold became impaired and PlanVista recorded an $80.3 million charge for the impairment of intangible assets for the year ended December 31, 2000. This charge included $4.1 million of goodwill related to the 1998 acquisition of Montgomery Management Corporation, $49.0 million of goodwill related to the 1996 acquisition of Consolidated Group, Inc., $21.1 million of goodwill related to the 1996 acquisition of American Benefit Plan Administrators, Inc. which was a part of PlanVista’s acquisition of Harrington Services Corporation, $5.5 million of goodwill related to the 1994 acquisition of HealthPlan Services, Inc. from the Dun and Bradstreet Corporation, and $0.6 million of contract rights related to the purchase of contract rights related to blocks of business purchased for the small group business unit.

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Goodwill resulting from the excess of cost over the fair value of the respective net assets acquired was as follows (in thousands):

	December 31,
	2000			2001			March 31, 2002
							(unaudited)
Goodwill	$	34,021		$	34,021		$	34,021
Less accumulated amortization		(3,238	)		(4,616	)		(4,616	)
	$	30,783		$	29,405		$	29,405

Amortization expense was $1.4 million in each of the years ended December 31, 1999, 2000 and 2001. We adopted SFAS No. 142 beginning January 1, 2002, which resulted in lower amortization expense in the quarter ended March 31, 2002 over the same period in the prior year. If amortization expense had not been incurred in the years ended December 31, 1999, 2000 and 2001 and for the three months ended March 31, 2001, the effect would have been to decrease the loss by $1.4 million, $1.4 million, $1.4 million and $0.3 million respectively, and would have resulted in a decrease in diluted loss per share of $0.10, $0.10, $0.10 and $0.03, respectively. 

9.    ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):

	December 31,
	2000		2001		March 31, 2002
					(unaudited)
Accrued interest and fees	$	148	$	6,115	$	7,179
Accrued compensation and benefits		1,022		1,138		1,238
Accrued divestiture reserves		2,750		1,918		1,535
Accrued legal and related reserves		3,928		2,037		2,001
Accrued restructuring costs		1,594		467		364
Other		3,723		1,259		1,086
	$	13,165	$	12,934	$	13,403

Accrued restructuring costs consist primarily of accrued severance and related costs and accrued office closures costs. We established restructuring charges of $2.2 million and $0.5 million in the years ended 2000 and 2001, respectively. We paid $1.1 million, $0.6 million and $0.1 million of such restructuring charges during the years ended December 31, 2000 and 2001 and the three months ended March 31, 2002, respectively. No restructuring costs were incurred in the three months ended March 31, 2001.

10.    NOTES PAYABLE AND CREDIT FACILITIES

As part of our business strategy, we have been pursuing the restructure of our credit facility. As of December 31, 2001 and March 31, 2002, we had debt outstanding to our lenders totaling approximately $64.7 million and accrued and unpaid interest and fees totaling approximately $4.2 million. On April 12, 2002 (the “Effective Date”), we closed a transaction for the restructure and refinancing of our existing bank debt. Under the terms of the restructuring, in exchange for the outstanding principal, accrued and unpaid interest and fees due to our lenders, we entered into a $40.0 million term loan that accrues interest at prime plus 1.0% with interest payments due monthly. Quarterly principal payments of $50,000 are due beginning June 30, 2002 and the term loan is due in full on May 31, 2004. The term loan is collateralized by substantially all of our assets. The restructured credit facility does not include a line of credit or the ability to borrow additional funds. The remainder of the amounts due to the lenders was exchanged for approximately $29.0 million of our Series C

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Convertible preferred stock and an additional promissory note in the amount of $184,872. The terms of the

Series C Convertible preferred stock are disclosed in Note 2. As described in Note 2, the restructured credit facility contains certain financial covenants including minimum monthly EBITDA levels, maximum quarterly and annual capital expenditures, a minimum quarterly fixed charge ratio, and maximum quarterly and annual extraordinary expenses (as defined in the Agreement). As a result of the restructuring, the amounts due to the lenders as of March 31, 2002 and December 31, 2001 are classified as long-term debt in the accompanying consolidated financial statements.

The accounting treatment for the restructured credit facility will follow the requirements of SFAS No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructurings” (“SFAS 15”), which requires that a comparison be made between the future cash outflows associated with the restructured facility (including principal, interest, and related costs), and the carrying value related to the previous credit facility. The carrying value of the restructured credit facility would be the same as the carrying value of the previous obligations, less the fair value of the preferred stock or common stock warrants issued. We are currently in the process of obtaining an appraisal to determine the fair value of the stock and warrants issued, which will then establish the carrying value for the restructured facility. In the future, interest expense associated with the restructured credit facility will be calculated using the effective interest method, which is expected to be less than the stated interest rates on the restructured credit facility. We do not anticipate recognizing a gain or loss for accounting purposes in connection with the debt restructuring. However, we do anticipate recording a charge for various investment advisory and legal fees incurred in connection with the arrangement of the credit facility.

In connection with the closing of the transactions contemplated by the restructuring, we entered into a letter agreement with the lenders and Wachovia Bank, National Association, as administrative agent for the lenders, and for the holders of the Series C convertible preferred stock, pursuant to which the lenders, in their capacity as such and as holders of the Series C convertible preferred stock, granted to us an option, exercisable for 120 days following the closing of the restructure transaction, to consider the entire indebtedness under the credit facility paid in full and to redeem the Series C convertible preferred stock in exchange for the following consideration: (1) payment of $40.0 million plus accrued and unpaid interest under the credit facility; (2) payment of the outstanding principal balance plus accrued interest under the additional note in the principal amount of $184,872; (3) payment of outstanding fees and expenses of lenders’ counsel and consultants incurred in connection with the restructured credit agreements and prior credit agreements; (4) the issuance of an additional 1,650,000 shares of our common stock; and (5) replacement, substitution or cash collateralization of the letters of credit provided for under the credit facility. At this time we do not have any commitments for the funds necessary to exercise the option.

In the event we exercise our rights under the letter agreement with the lenders, we would reflect the retirement of its Series C convertible preferred stock (at the value determined by valuation described above) and the issuance of common stock at fair value on the date of issue. The excess of the carrying value of the Series C convertible preferred stock over the value of the common stock would be reflected as an adjustment of our additional paid-in capital account. If the carrying value of the Series C convertible preferred stock is not in excess of the value of the common stock, the excess would be treated as additional preferred stock dividends.

We have substantial net operating loss carryforwards for federal income tax purposes. Under Section 382 of the Internal Revenue Code, utilization of the net operating losses may be limited if certain substantial changes in ownership occur. We are currently in the process of determining whether a change in ownership occurred as a result of the debt restructuring. Additionally, future transactions could potentially cause a change in ownership.

Prior to us entering into the restructured credit agreement, we operated under a Forbearance Agreement, as amended (the “Forbearance Agreement”), with its lending group. The Forbearance Agreement extended the terms and conditions of the June 8, 2000, Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”), which matured on August 31, 2001. Under the terms of the Forbearance Agreement, as amended, which became effective on September 1, 2001, we had until March 29, 2002 to repay the amounts due under the

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Prior Credit Agreement or to restructure the credit facility. During the term of the Forbearance Agreement interest accrued at an annual interest rate equal to prime plus 6.0%. Interest was payable monthly at prime plus 1.0% per annum. The difference between the accrual rate of interest and the rate paid was due at the termination of the Forbearance Agreement and was rolled into the amount restructured. In addition, we were required to repay accrued and unpaid interest as of August 31, 2001 (totaling approximately $1.0 million) and were required to achieve minimum cash collection levels and maximum cash disbursements as defined in the Forbearance Agreement. We were in compliance with the terms of the Forbearance Agreement, as amended.

The Prior Credit Agreement originally provided for a $73.8 million term loan facility, a $25.0 million revolving credit facility, and a letter of credit facility of up to $16.0 million available for current letters of credit. Under the term loan facility, a payment of $250,000 was required at closing and monthly for a two-month period commencing May 31, 2000. Repayments of $500,000 were required each month thereafter with additional repayments of $15.0 million on January 31 and July 31, 2001, and a final payment on August 31, 2001. Interest rates vary from the higher of (a) the Prime Rate or (b) the Federal Funds rate plus  ¹/2 of 1%, plus a margin of 1.5% to 3%. The Prior Credit Agreement required an initial payment of 1.0% of the maximum amount of the facility, plus certain administrative fees and an annual commitment fee of .25% for letters of credit and unused commitments. PlanVista capitalized approximately $1.4 million of bank fees related to the Prior Credit Agreement. Under the loan terms, PlanVista must maintain certain financial covenants for revenue and EBITDA as defined in the Prior Credit Agreement. PlanVista is also restricted in capital expenditures and is subject to repayment with proceeds of certain future activities such as sale of certain assets and public offerings. As of December 31, 2001, the balance outstanding under the Prior Credit Agreement was $64.7 million plus accrued and unpaid interest and fees of $4.5 million. During 2001, PlanVista paid interest of $3.7 million and principal of $2.0 million on the Prior Credit Agreement. On June 29, 2000, September 12, 2000, September 29, 2000, October 19, 2000, and December 8, 2000, PlanVista signed Limited Waivers and Consents related to the disposition of assets and certain payment and other covenant requirements.

As of March 29, 2001, PlanVista signed a First Amendment and Limited Waiver and Consent (“the First Amendment”) to the Prior Credit Agreement. The First Amendment became effective upon the satisfaction of certain conditions, including the written confirmation from one of PlanVista’s small group carriers in support of the sale of our TPA and MGU businesses. PlanVista obtained this written confirmation prior to the closing of such sale. Under the terms of the First Amendment, the commitment of banks which are signers to the Prior Credit Agreement (“the Bank Group”) on the revolving credit facility was frozen at the $14.9 million outstanding balance upon the signing of the First Amendment. The repayments of $500,000 due on March 31, 2001 and April 30, 2001 were waived and certain other repayments which had been previously deferred were waived. In addition a repayment of $1.5 million was due and paid in April 2001, the monthly repayment was increased from $500,000 to $750,000 beginning on May 31, 2001, and the unpaid additional payment of $4.5 million due on July 31, 2001 was waived to the maturity date.

The First Amendment required certain prepayments upon the receipt of tax refunds, debt refinancing proceeds or the proceeds of new equity issuances and also revises various other provisions relating to covenants and defined defaults. Additionally, the First Amendment required PlanVista to retain the services of an investment banker by April 30, 2001 to assist PlanVista with refinancing, and the First Amendment also required that in the event the TPA business was not sold or otherwise disposed of before May 30, 2001, PlanVista was to prepare and submit by June 6, 2001 for approval of the Lenders a detailed plan for the alternate disposition of such business. These businesses were sold effective June 18, 2001.

As of April 13, 2001, PlanVista signed a Second Amendment and Limited Waiver and Consent (“the Second Amendment”), which removed from the Prior Credit Agreement certain requirements that could have affected PlanVista’s ability to draw on the revolving credit facility at the level to which it was frozen in the First Amendment. The Second Amendment became effective concurrently with the First Amendment.

In June 2001, Ronald Davi, former principal of NPPN prior to its acquisition by us, drew in full on a letter of credit in his favor in the amount of $2.0 million. Such amount is included in the obligations owed to our lending group at December 31, 2001.

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On July 2, 2001, we executed the Third Amendment and Limited Waiver to the Prior Credit Agreement (the “Third Amendment”) with our bank group and certain other parties. The Third Amendment provided for, among other things, (a) permission for us to issue common stock to the DePrince, Race & Zollo, Inc. for $3.8 million, (b) permission for us to use those funds to satisfy certain post-closing obligations to HealthPlan Holdings in connection with the sale of the TPA and MGU Businesses, (c) the postponement of certain scheduled payments of principal until August 31, 2001, (d) a 100 basis point increase in the interest rate, and (e) the delivery of 74,998 shares of common stock to the bank group in consideration for their consent to the Third Amendment.

In connection with the sale of the TPA and managing general underwriter business units and the assumption by HealthPlan Holdings, Inc., of certain liabilities associated therewith (the “Transaction”), the New England Life Insurance Co. drew in full on a letter of credit in its favor in the amount of $6,000,000. Under the terms of the Prior Credit Agreement, any payment under the letter of credit which is not promptly reimbursed to the lenders by us upon notice of such draw constitutes a payment default. The lenders indefinitely waived this payment default pursuant to the terms of a Limited Waiver and Extension dated as of June 15, 2001, which also waived certain additional terms of the Prior Credit Agreement in order to permit certain terms of the Transaction which were not part of the original Stock Purchase Agreement of April 1, 2001 but were rather added through the First Amendment to Stock Purchase Agreement (the “First Amendment”), dated June 18, 2001.

As of December 31, 2001 and March 31, 2002, respectively, PlanVista had additional notes totaling approximately $11.0 million and $10.0 million, respectively, related to a 1993 acquisition, a 1998 acquisition, and equipment purchases, and related to the HealthPlan Holdings transaction. As described in Note 2, of this $11.0 million in notes, a $5.0 million note related to the HealthPlan Holdings transaction converted to 813,273 shares of our common stock upon the Effective Date. The number of shares of common stock issued in satisfaction of this note was based on the average closing price of our common stock for the 10 days immediately prior to the conversion. Also, $4.0 million of notes payable to CENTRA Benefits, Inc. (“Centra”) originally delivered in connection with the 1998 acquisition was restructured so that amended and restated notes totaling $4.3 million (representing the principal under the original notes plus accrued unpaid interest) were issued to Centra under terms including interest at 12% (payable in additional shares of our stock, except under specified circumstances) and a maturity date of December 1, 2004. In connection with the restructuring of the Centra notes, we also issued to Centra warrants to purchase an aggregate of 200,000 shares of our common stock at an exercise price of $0.25 over the market price of the stock on the date of our issuance of the restructured notes (based on the average trading price during the ten trading days preceding such note restructure), subject to reduction to a price equal to the conversion price of the Series C convertible preferred stock upon the happening of certain events.

As a part of the sale of HPHI, we settled certain obligations with one of its large carriers by issuing a promissory note. As of the restructuring of our credit facility, the amount owed on this note was approximately $1.0 million plus $1.5 million of other obligations. On March 27, 2002, we retired this note by issuing approximately 274,369 shares of our common stock, based on the closing price of our common stock one day immediately prior to the retirement date of this note, and by issuing a credit for $950,000 payable with in-kind claims repricing services.

On April 12, 2002, we extended the maturity date of notes totaling $500,000 due to two members of our board of directors to December 1, 2004. These notes bear interest which accrues at prime plus 4% per annum, but payment of interest is subordinated and deferred until all senior obligations are paid.

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The balances outstanding on the above debt instruments are as follows (in thousands):

	December 31,
	2000			2001			March 31, 2002
							(unaudited)
Line of Credit	$	60,899		$	64,681		$	64,681
CAL/GROUP Note		944			848			848
Sun Capital Note		—			5,000			5,000
PlanVista Equipment Notes		195			57			27
Centra Note		4,000			4,000			4,000
NEF Note		—			1,000			—
Board of Directors Notes		—			500			500
		66,038			76,086			75,056
Less current portion		(61,133	)		(308	)		(308	)
Long-term debt	$	4,905		$	75,778		$	74,748

The future minimum principal payments for all notes as of December 31, 2001 reflects the refinancing on April 12, 2002, and are as follows (in thousands):

2002	$	308
2003		313
2004		68,957
2005		132
2006		150
Thereafter		6,226
	$	76,086

11.    EMPLOYEE BENEFIT PLANS

Defined contribution plan

PlanVista has a defined contribution employee benefit plan established pursuant to Section 401(k) of the Internal Revenue Code covering substantially all employees. PlanVista matches one-third of employee contributions limited to 6% of the employee’s salary. Under the provisions of the plan, participants’ rights to employer contributions vest 40% after completion of three years of qualified service and increase by 20% for each additional year of qualified service completed thereafter. Expense in connection with this plan for the years ended December 31, 1999, 2000, and 2001 was approximately $0.7 million, $0.7 million and $0.2 million, respectively, and for the three months ended March 31, 2001 and 2002 was de minimus.

Post-retirement benefit plan

PlanVista provides medical and term life insurance benefits to certain retired employees. PlanVista funds the benefit costs on a current basis because there are no plan assets. At December 31, 2001 and March 31, 2002, accrued post-retirement liability of $0.1 million was included in the balance of accrued liabilities.

Deferred compensation plan

PlanVista has a deferred compensation plan with two former officers. The deferred compensation, which together with accumulated interest is accrued but unfunded, is distributable in cash after retirement or termination of employment, and amounted to approximately $0.9 million at December 31, 2000 and 2001 and at March 31, 2002. Both participants began receiving such deferred amounts, together with interest at 12% annually, at age 65.

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12.    COMMITMENTS AND CONTINGENCIES

Lease commitments

PlanVista rents office space and equipment under non-cancelable operating leases. Rental expense under the leases approximated $0.7 million, $0.6 million, $0.6 million, $0.2 million, and $0.2 million for the years ended December 31, 1999, 2000, and 2001, and the three months ended March 31, 2001 and 2002, respectively. Future minimum rental payments under these leases are as follows (in thousands):

2002	$	588
2003		278
2004		261
2005		58
2006		38
Thereafter		38
	$	1,261

Litigation

In the ordinary course of business, we may be a party to a variety of legal actions that affect many businesses, including employment and employment discrimination-related suits, employee benefit claims, breach of contract actions, and tort claims. In addition, we entered into indemnification obligations related to certain of the businesses we sold during 2000 and 2001 and we could be subject to a variety of legal and other actions related to such indemnification obligations. We currently have insurance coverage for some of these potential liabilities. Other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not cover the damages awarded. While the ultimate financial effect of these claims and indemnification obligations cannot be fully determined at this time, in the opinion of management, they will not have a material adverse effect on our financial condition, results of operations, or cash flows.

In January 1997, our subsidiary HPS began providing marketing and administrative services for health plans of TMG Life Insurance Company (now known as Clarica Life Insurance Company), with Connecticut General Life Insurance Company (“CIGNA Re”) acting as the reinsurer. In January 1999, insureds under this coverage were notified that coverage would be canceled beginning in July 1999. Substantially all coverage under these policies terminated on or before December 31, 2000.

In July 1999, Clarica asserted a demand against HPS for claims in excess of $7 million for breach of contract and related claims, and HPS asserted breach of contract and various other claims against Clarica. In April 2000, Clarica and CIGNA Re jointly submitted a demand for consolidated arbitration in connection with these claims and claims submitted by CIGNA Re for approximately $6 million. On or around October 23, 2000, we settled the dispute with Clarica in consideration for our payment of $400,000.

On April 17, 2000, Admiral Insurance Company, our errors and omissions carrier, filed a complaint for declaratory judgment in the United States District Court for the Middle District of Florida, naming HPS, Clarica, and CIGNA Re as defendants.

During 2001, we reached a settlement agreement related to the CIGNA Re and Admiral claims. Under the terms of this settlement agreement, we are obligated to pay Cigna Re approximately $150,000 on or before December 31, 2002.

In January 2002, Paid Prescriptions, LLC initiated a breach of contract action against us seeking $1.6–$2.0 million in compensation, and we are vigorously defending this action. While the ultimate financial effect of this claim cannot be determined at this time, in the opinion of management, it will not have a material adverse effect on our financial condition, results of operations, or cash flow.

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13.    INCOME TAXES

The provision (benefit) for income taxes is as follows (in thousands):

	For the Year Ended December 31,								For the Three Months Ended March 31,
	1999			2000			2001		2001			2002
									(unaudited)
Current
Federal	$	—		$	—		$	—	$	(598	)	$	(932	)
State		—			—			—		—			—
		—			—			—		(598	)		(932	)
Deferred
Federal		(626	)		(2,844	)		23,989		400			—
State		(92	)		(419	)		2,822		34			—
		(718	)		(3,263	)		26,811		434			—
(Benefit) provision for income taxes	$	(718	)	$	(3,263	)	$	26,811	$	(164	)	$	(932	)

The components of deferred taxes recognized in the accompanying consolidated financial statements are as follows (in thousands):

	December 31,
	2000			2001			March 31, 2002
							(unaudited)
Accrued expenses not currently deductible	$	3,523		$	1,026		$	1,026
Deferred compensation		453			—			—
Post-retirement benefits		497			—			—
Net operating loss		—			36,538			36,683
Depreciation		619			(224	)		(244	)
Intangibles		24,061			(875	)		(895	)
Equity in loss of joint venture		(93	)		—			—
Unrealized loss on investments available for sale		358			—			—
		29,418			36,465			36,570
Valuation allowance		—			(36,465	)		(36,570	)
	$	29,418		$	—		$	—

We had a $3.5 million current provision for income taxes in the year ended December 31, 2000. We had no current provision for income taxes in the year ended December 31, 2001 or in the three months ended March 31, 2001 and 2002.

The deferred tax asset resulting from intangibles relates to certain intangible assets we acquired that are amortizable for tax purposes.

We recognize deferred assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Due to cumulative losses in recent years, we recorded a valuation allowance of $36 million on net deferred tax assets in 2001. No valuation allowance was required in 2000 and 1999, based on our expectations of future taxable income. We have net operating loss carryforwards of approximately $90 million that expire in 2021. If there are certain substantial changes in our ownership, there may be limitations on the utilization of the net operating losses.

F-22

The provision (benefit) for income taxes varies from the federal statutory income tax rates due to the following:

	Year Ended December 31,						Three Months Ended March 31,
	1999		2000		2001		2001		2002
							(unaudited)
Federal statutory rate applied to pretax income	34.0	%	34.0	%	(34.0	)%	(34.0	)%	(34.0	)%
State income taxes net of federal tax benefit	5.0	%	5.0	%	(6.0	)%	(4.0	)%	(6.0	)%
Other non-deductible items	3.0	%	(0.1	)%	2.0	%	—		—
Valuation allowance	—		—		386.0	%	—		40.0	%
Effective tax rate	42.0	%	38.9	%	348.0	%	(38.0	)%	—

14.    EARNINGS PER COMMON SHARE

Basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which includes all dilutive potential common shares outstanding is as follows.

	Net Income (Loss) Attributable to Common Stock			Shares	Per Share Amount
	(in thousands)			(in thousands)
1999
Earnings per share of common stock-basic	$	104		13,742	$	0.01
Effect of dilutive securities:
Centra convertible notes		—		180		—
Earnings per share of common stock—assuming dilution	$	104		13,922	$	0.01
2000
Earnings per share of common stock-basic	$	(104,477	)	13,679	$	(7.64	)
Effect of dilutive securities:		—		—		—
Earnings per share of common stock—assuming dilution	$	(104,477	)	13,679	$	(7.64	)
2001
Earnings per share of common stock-basic	$	(45,221	)	14,558	$	(3.11	)
Effect of dilutive securities:		—		—		—
Earnings per share of common stock—assuming dilution	$	(45,221	)	14,558	$	(3.11	)

For the years ended December 31, 1999, 2000, and 2001, approximately 2.0 million, 1.7 million and 2.0 million options, respectively, are not included in the calculation of earnings (loss) per shares because they are antidilutive.

15.    STOCK OPTION PLANS AND EMPLOYEE STOCK PURCHASE PLANS

Stock option plans

PlanVista stock option plans authorize the granting of both incentive and non-incentive stock options for a total of 2,710,000 shares of common stock to key executives, management, consultants, and, with respect to 360,000 shares, to directors. Under the plans, all options have been granted at prices not less than market value on the date of grant. Certain non-qualified incentive stock options may be granted at less than market value.

F-23

Options generally vest over a four-year period from the date of grant, with 20% of the options becoming exercisable on the date of the grant and 20% becoming exercisable on each of the next four anniversaries of the date of the grant.

A summary of option transactions during each of the three years ended December 31, 2001 is shown below:

	Number of Shares		Weighted Average Option Price
Under option, December 31, 1998 (922,800 exercisable)	1,760,500		$	18.23
Granted	551,000			10.45
Exercised	—			—
Canceled	(346,050	)		15.75
Under option, December 31, 1999 (1,247,000 exercisable)	1,965,450
Granted	836,000			2.62
Exercised	(1,100	)		2.50
Canceled	(1,084,050	)		15.23
Under option, December 31, 2000 (915,906 exercisable)	1,716,300
Granted	645,000			8.82
Exercised	(199,300	)		2.54
Canceled	(1,184,600	)		11.73
Under option, December 31, 2001 (600,466 exercisable)	977,400

There were 993,700 and 1,732,600 shares available for the granting of options at December 31, 2000 and 2001, respectively.

The following table summarizes the stock options outstanding at December 31, 2001:

Range of Exercise Prices	Number Outstanding at December 31, 2001	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$2.50 – $9.19	684,400	4 years	$6.12
$11.00 – $25.50	293,000	4 years	$17.65

Measurement of fair value

We apply APB 25 and related interpretations in accounting for our stock option plans and employee stock purchase plan. Accordingly, no compensation cost has been recognized related to these plans. Had compensation cost for our stock option and employee stock purchase plans been determined based on the fair value at the grant dates, as prescribed in SFAS 123, our net income (loss) and net income (loss) per share would have been as follows:

	Year Ended December 31,
	1999			2000			2001
Net income (loss) attributable to common stock (in thousands):
As reported	$	104		$	(104,477	)	$	(45,221	)
Pro forma		(223	)		(105,352	)		(46,269	)
Net income (loss) per share:
Basic as reported	$	0.01		$	(7.64	)	$	(3.11	)
Basic pro forma		(0.02	)		(7.70	)		(3.18	)
Diluted as reported		0.01			(7.64	)		(3.11	)
Diluted pro forma		(0.02	)		(7.70	)		(3.18	)

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants during the applicable year: dividend yield of 0.00% for the years ended December 31, 2001, 2000 and 1999; expected volatility of 30% for each of the years ended December 31, 2001, 2000 and 1999; risk-free interest rates of 4.64% to 4.93% for options granted during the year ended December 31, 2001, 6.38% to 6.47% for options granted during the year ended December 31, 2000, and 6.47% to 6.53% for options granted during the year ended December 31, 1999, and a weighted average expected option term of four years for all three years.

Employee stock purchase plan

Under the 1996 Employee Stock Purchase Plan (“Employee Plan”), we are authorized to issue up to 250,000 shares of common stock to our employees who have completed one year of service. The Employee Plan is intended to provide a method whereby employees have an opportunity to acquire shares of our common stock.

Under the terms of the Employee Plan, an employee may authorize a payroll deduction of a specified dollar amount per pay period. The proceeds of that deduction are used to acquire shares of our common stock on the offering date. The number of shares acquired is determined based on 85% of the closing price of PlanVista’s common stock on the New York Stock Exchange on the offering date.

We sold 16,143 shares in 1999, 12,708 shares in 2000, and 2,051 shares in 2001, to employees under the Employee Plan.

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16.    QUARTERLY FINANCIAL INFORMATION (Unaudited; In Thousands Except Per Share Data)

The following quarterly statements have revised to give effect of the discontinued operations.

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Year ended December 31, 2000:
Operating revenues	$	6,953		$	7,127		$	6,730		$	6,154
Loss from continuing operations before minority interest, discontinued operations, loss on sale of assets, extraordinary item, and cumulative effect of change in accounting principle		(2,346	)		(495	)		(1,687	)		(600	)
Net loss		(66,760	)		(35,483	)		(2,029	)		(205	)
Basic and diluted loss from continuing operations per common share	$	(0.17	)	$	(0.04	)	$	(0.12	)	$	(0.04	)
Basic and diluted net loss (earnings) per common share	$	(4.88	)	$	(2.60	)	$	(0.15	)	$	(0.01	)

	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Year ended December 31, 2001:
Operating revenues	$	8,125		$	7,886		$	8,924		$	7,983
Income (loss) from continuing operations before minority interest, discontinued operations, loss on sale of assets, and cumulative effect of change in accounting principle		179			(33,086	)		(1,338	)		(268	)
Net loss		(5,693	)		(34,912	)		(3,957	)		(659	)
Basic and diluted (loss) income from continuing operations per common share	$	0.01		$	(2.27	)	$	(0.09	)	$	(0.02	)
Basic and diluted net loss per common share	$	(0.39	)	$	(2.40	)	$	(0.27	)	$	(0.05	)

F-26

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors

and Shareholders of

PlanVista Corporation

Our audits of the consolidated financial statements referred to in our report dated April 15, 2002 appearing on page F-2 of this Form S-1 of PlanVista Corporation also included an audit of the Financial Statement Schedule listed in Item 16 of this Form S-1. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/    PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Tampa, Florida

April 15, 2002

F-27

PLANVISTA CORPORATION

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

			Additions
Description	Beginning Balance		Bad Debt Expense		Sales Allowances		Deductions(1)		Ending Balance
Allowance for Doubtful Accounts
December 31, 1999(2)	$	1,689	$	2,146	$	1,081	$	1,705	$	3,211
Allowance for Doubtful Accounts
December 31, 2000(2)		3,211		1,199		425		1,535		3,300
Allowance for Doubtful Accounts
December 31, 2001		3,300		3,348		1,131		1,543		6,236

(1) Reflects direct write-off of accounts, net of recoveries.

(2) Amounts have not been revised to reflect the impact of discontinued operations.

F-28

             Shares

Common Stock

PROSPECTUS

FRIEDMAN BILLINGS RAMSEY

            , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

The expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered are estimated (other than underwriting discounts and commissions) to be as follows:

SEC registration fee	$	5,520
NASD filing fee	$	6,500
Accountants’ fees and expenses	$	*
Legal fees and expenses	$	*
NYSE additional listing fee	$	*
Printer fees	$	*
Miscellaneous	$	*
Total	$

* To be provided by amendment.

Item 14.    Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. The Registrant’s certificate of incorporation contains provisions for the indemnification of directors, officers and employees within the limitations permitted by Section 145. In addition, the Registrant has entered into indemnity agreements with certain of its directors and officers which provide the maximum indemnification allowed by Section 145. The Registrant’s officers and directors are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations.

The underwriting agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriters of the Registrant and its executive officers and directors for some liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), in connection with matters specifically provided in writing by the underwriters for inclusion in the Registration Statement.

Item 15.    Recent Sales of Unregistered Securities

1. On June 18, 2001, we issued 709,757 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with the sale of our third party administration and managing general underwriter business.

2. On July 2, 2001, we issued 75,000 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with HealthPlan Holdings’ coverage of certain pre-closing liabilities of HPS.

3. On July 2, 2001, we sold 480,000 shares of our common stock to the following investment accounts: NCR Pension Trust, Raytheon Master Pension Trust, Georgia Pacific Corporation and Halliburton, all of which are managed by DePrince, Race & Zollo, Inc., in a private placement transaction pursuant to Section 4(2) of the Securities Act, in exchange for $3,300,000 cash, representing a discount of 15% from the trading price of our common stock on the New York Stock Exchange for the ten days preceding the sale.

II-1

4. On July 3, 2001, we issued 74,998 shares to First Union National Bank (n/k/a Wachovia Bank, National Association), as administrative agent for our senior lenders, for distribution on a pro rata basis among the lenders, in a private placement transaction pursuant to Section 4(2) of the Securities Act, in exchange for the lenders’ consent to the transactions contemplated by a post-closing letter agreement between us and HealthPlan Holdings, Inc. dated July 2, 2001.

5. On July 6, 2001, we issued 12,500 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with HealthPlan Holdings’ coverage of certain pre-closing liabilities of HealthPlan Services, Inc.

6. On July 9, 2001, we sold 73,500 shares of our common stock to Iceplate & Co., an investment account managed by DePrince, Race & Zollo, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $500,000 cash, representing a discount of 15% from the average trading price of our common stock on the New York Stock Exchange for the ten days preceding the sale.

7. On July 16, 2001, we issued 10,844 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with HealthPlan Holdings’ coverage of certain pre-closing liabilities of HealthPlan Services, Inc.

8. On July 24, 2001, we issued 3,625 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with HealthPlan Holdings’ coverage of certain pre-closing liabilities of HealthPlan Services, Inc.

9. On March 18, 2002 we issued 27,726 shares of our common stock to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act, in lieu of interest under a $5 million convertible subordinated promissory note which had been delivered to HealthPlan Holdings, Inc. in connection with the sale to them of our third party administration and managing general underwriter businesses in 2001.

10. On March 27, 2002, we issued 274,369 shares to New England Financial in a private placement transaction pursuant to Section 4(2) of the Securities Act, which, along with an agreement to perform certain services, were paid by us as consideration for the forgiveness of a debt to New England Financial totaling $2,470,003, representing a promissory note in the principal amount of $1,000,000 and accrued but unpaid interest through the date of forgiveness.

11. On April 12, 2002, we issued 813,273 shares to HealthPlan Holdings, Inc. in a private placement transaction pursuant to Section 4(2) of the Securities Act upon conversion of a $5 million convertible subordinated promissory note which had been delivered to HealthPlan Holdings, Inc. in connection with the sale to them of our third party administration and managing general underwriter businesses in 2001.

12. On April 12, 2002, we issued an aggregate of 75,002 shares to our senior lenders for distribution on a pro rata basis among the lenders, in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with the closing of the restructuring of our senior credit facility.

13. On April 12, 2002 we issued an aggregate of 29,000 shares of our Series C convertible preferred stock to our senior lenders, on a pro rata basis, in a private placement transaction pursuant to Section 4(2) of the Securities Act, in connection with the restructuring of our senior credit facility.

14. We have issued an additional 200,000 shares to HealthPlan Holdings, Inc. as penalty shares under the registration and redemption provisions of the registration rights agreement between us and HealthPlan Holdings, Inc., dated June 18, 2001. These shares were issued in a private placement transaction pursuant to Section 4(2) of the Securities Act in increments from time to time since December 2001 through May 15, 2002, in accordance with the terms of the registration rights agreement.

15. On April 12, 2002, we issued warrants for the purchase of an aggregate of 200,000 shares to Centra Benefits Services, Inc. at an exercise price of $6.398 per share, in connection with the restructure of certain promissory notes to them for the purpose of extending the maturity date.

II-2

Item 16.    Exhibits and Financial Statement Schedules

(a)    Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement.*
2.1	Stock Purchase Agreement dated as of December 18, 1996, by and among Noel Group, Inc., Automatic Data Processing, Inc. and HealthPlan Services Corporation (incorporated by reference to the Noel Group, Inc.’s Current Report on Form 8-K dated February 7, 1997).
2.2	Subscription and Asset Contribution Agreement dated June 16, 1998, by and between CENTRA HealthPlan LLC, and its prospective members: HealthPlan Services, Inc., and CENTRA Benefit Services, Inc. (incorporated by reference to Exhibit 2.8 to the HealthPlan Services Corporation 1998 Annual Report and Form 10-K filed on March 30, 1999).
2.3	Amended and Restated Acquisition Agreement dated May 15, 1998, by and among HealthPlan Services Corporation, National Preferred Provider Network, Inc., and other parties named therein (incorporated by reference to Exhibit 2.8 to the HealthPlan Services Corporation Annual Report on Form 10-K filed on March 30, 1999).
2.4	Asset Purchase Agreement effective July 5, 2000, by and between HealthPlan Services, Inc. and Sheakley-Uniservice, Inc. (incorporated by reference to Exhibit 2.12 to the PlanVista Corporation Annual Report on Form 10-K/A. filed on April 20, 2001).
2.4	Asset Purchase Agreement dated as of August 28, 2000, by and between Trewit, Inc., HealthPlan Services, Inc., Montgomery Management Corporation, and HealthPlan Services Corporation; Amendment to Asset Purchase Agreement effective as of October 25, 2000, by and between HealthPlan Services, Inc., Montgomery Management Corporation, HealthPlan Services Corporation, Trewit, Inc., and Harrington Benefit Services, Inc.; Post-Closing Amendment to Asset Purchase Agreement and Escrow Agreement dated as of January 12, 2001, by and between HealthPlan Services, Inc., HealthPlan Services Corporation, Trewit, Inc., and Harrington Benefit Services, Inc., and for purposes of the Escrow Agreement Amendment, Wells Fargo Bank Minnesota (incorporated by reference to Exhibit 2.13 to the HealthPlan Services Corporation 2000 Annual Report on Form 10-K405 filed on April 11, 2001).
2.5	Asset Purchase Agreement dated September 15, 2000, by and among ProHealth, Inc., Sheakley Unicomp, Inc., and HealthPlan Services, Inc. (incorporated by reference to Exhibit 2.14 to the PlanVista Corporation Annual Report on Form 10-K/A, filed on April 20, 2001).
2.6	Stock Purchase Agreement dated as of April 1, 2001, by and between HealthPlan Holdings, Inc. and HealthPlan Services Corporation (incorporated by reference to Exhibit 2.15 to the HealthPlan Services Corporation 2000 Annual Report on Form 10-K405 filed on April 11, 2001); First Amendment to Stock Purchase Agreement dated as of June 18, 2001.**
2.7	Certificate of Ownership and Merger merging PlanVista Corporation and HealthPlan Services Corporation effective April 13, 2001 (incorporated by reference to Exhibit 99.2 to the HealthPlan Services Corporation Form 8-K Current Report filed on April 20, 2001).
3.1	Certificate of Incorporation, as amended.
3.2	By-laws, as amended.
4.1	Registration rights granted to Automatic Data Processing, Inc. under the Stock Purchase Agreement dated as of December 18, 1996, by and among Noel Group, Inc., Automatic Data Processing, Inc. and HealthPlan Services Corporation. (included in Exhibit 2.1).
4.2	Registration Rights Agreement dated as of June 18, 2001, by and between Plan Vista Corporation and HealthPlan Holdings, Inc.**

II-3

Exhibit No.	Description
4.3	Registration Rights Agreement dated as of July 2, 2001, by and between PlanVista Corporation, First Union National Bank and the Holders listed on the signature pages thereof.**
4.4	Registration rights granted under the Stockholders Agreement dated as of April 12, 2002, by and among PlanVista Corporation and the Series C Stockholders named therein (included in Exhibit 10.8(k)).
4.5	Stock Purchase and Registration Rights Agreement dated as of July 5, 2001, by and between PlanVista Corporation and DePrince Race & Zollo, Inc. on behalf of the Purchasers named therein.**
4.6	Letter Agreement dated as of March 8, 2002, by and between New England Financial and PlanVista Corporation; Clarification of Letter Agreement dated as of March 18, 2002, by and between New England Financial and PlanVista Corporation.
4.7	Letter Agreement dated as of May     , 2002, by and between HealthPlan Holdings, Inc. and PlanVista Corporation.*
4.8	Letter Agreement dated as of May     , 2002, by and between PlanVista Corporation, Wachovia Bank, National Association, as administrative agent, and the other lenders listed on the signature pages thereto.*
4.9	Excerpts from the Certificate of Incorporation, as amended (included in Exhibit 3.1).
4.10	Excerpts from the By-laws, as amended (included in Exhibit 3.2).
4.11	Specimen stock certificate.*
5.1	Opinion of counsel to the registrant*.
10.1	Amended and Restated HealthPlan Services Corporation 1996 Employee Stock Option Plan (compensatory plan) (incorporated by reference to Exhibit 4.3 to the HealthPlan Services Corporation Form S-8 Registration Statement #333-31913, filed on July 23, 1997).
10.2	HealthPlan Services Corporation 1996 Employee Stock Purchase Plan (compensatory plan) (incorporated by reference to Exhibit 4.3 to the HealthPlan Services Corporation Form S-8 Registration Statement #333-07641 filed on July 3, 1996).
10.3	Amendment of the Employee Stock Purchase Plan (compensatory plan) (incorporated by reference to Exhibit A to the PlanVista Corporation 2001 Proxy Statement on Form DEF14A filed on April 25, 2001).
10.4	HealthPlan Services Corporation 1995 Incentive Equity Plan (compensatory plan) (incorporated by reference to Exhibit 10.7 to the HealthPlan Services Corporation Form S-1 Registration Statement #33-90472, filed on May 18, 1995).
10.5	1995 HealthPlan Services Corporation Directors Stock Option Plan (compensatory plan) (incorporated by reference to Exhibit 10.10 to the HealthPlan Services Corporation Form S-1 Registration Statement #33-90472, filed on May 18, 1995).
10.6	Amended and Restated HealthPlan Services Corporation 1997 Directors Equity Plan (compensatory plan) (incorporated by reference to Exhibit 4.3 to the HealthPlan Services Corporation Form S-8 Registration Statement #333-31915, filed on July 23, 1997).
10.7	HealthPlan Services Corporation 1998 Officer Bonus Plan Summary (compensatory plan) (substantially similar to 1999 and 2000 Plans) (incorporated by reference to the PlanVista Corporation Annual Report on Form 10-K/A, filed on April 17, 2002).

II-4

Exhibit No.		Description
10.8	(a)	Amended and Restated Credit Agreement dated as of May 1, 1998, by and among HealthPlan Services Corporation, First Union National Bank, and other lenders named therein, as amended by: the First Amendment thereto dated June 23, 1998, and Second Amendment and Waiver dated December 15, 1998 (incorporated by reference to Exhibit 10.12 to the HealthPlan Services Corporation Annual Report on Form 10-K, filed March 30, 1999).
	(b)	Third Amendment and Waiver dated November 15, 1999; Nonwaiver and Standstill Agreements dated February 11, 2000; and Waiver and Consent dated March 1, 2000 (incorporated by reference to Exhibit 10.12(b) to the HealthPlan Services Corporation Annual Report on Form 10-K, filed on April 14, 2000).
	(c)	Second Extension of Nonwaiver and Standstill Agreement, dated April 13, 2000 (incorporated by reference to Exhibit 10.12(c) to the HealthPlan Services Corporation Amended Annual Report on Form 10-K, filed on April 14, 2000).
	(d)	Second Amended and Restated Credit Agreement dated as of June 8, 2000, by and among HealthPlan Services Corporation, First Union National Bank, and the other lenders named therein; Security and Second Amended and Restated Pledge Agreement dated as of June 8, 2000, by and among HealthPlan Services Corporation and its subsidiaries named therein, and First Union National Bank; Limited Waiver and Consent dated June 29, 2000; Limited Waiver and Consent dated as of September 12, 2000; Limited Waiver dated September 19, 2000; Limited Waiver and Consent dated as of September 19, 2000; Limited Waiver and Consent dated as of October 19, 2000; Limited Waiver dated as of December 8, 2000; First Amendment and Limited Waiver and Consent dated as of March 29, 2001(incorporated by reference to Exhibit 2.15 to the HealthPlan Services Corporation 2000 Annual Report on Form 10-K/A, filed on April 20, 2001).
	(e)	Second Amended and Limited Waiver and Consent by and among HealthPlan Services Corporation, First Union National Bank, and the other lenders named therein dated as of April 16, 2001; Limited Waiver and Consent by and among HealthPlan Services Corporation, First Union National Bank, and the other lenders named therein, dated as of April 30, 2001; Limited Waiver and Consent by and among HealthPlan Services Corporation, First Union National Bank, and the other lenders named therein, dated as of May 4, 2001; Limited Waiver and Extension by and among PlanVista Corporation (f/k/a HealthPlan Services Corporation), First Union National Bank, and the other lenders named therein, dated as of June 15, 2001; Third Amendment and Limited Waiver by and among PlanVista Corporation (f/k/a HealthPlan Services Corporation), First Union National Bank, and the other lenders named therein, dated as of July 2, 2001 (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
	(f)	Forbearance Agreement dated as of September 1, 2001, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein (incorporated by reference to the PlanVista Corporation Form 8-K, filed on September 17, 2001).
	(g)	First Amendment to Forbearance Agreement dated as of September 30, 2001, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein; Second Amendment and Limited Waiver to Forbearance Agreement dated as of October 19, 2001, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein; Third Amendment and Limited Waiver to Forbearance Agreement dated as of November 11, 2001, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein (incorporated by reference to Exhibit (a) to the PlanVista Corporation Quarterly Report on Form 10-QA, filed on November 14, 2001).

II-5

Exhibit No.		Description
	(h)	Fourth Amendment and Limited Waiver to Forbearance Agreement dated as of December 14, 2001, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein; Fifth Amendment and Limited Waiver to Forbearance Agreement dated as of January 31, 2002, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein; Sixth Amendment to Forbearance Agreement dated as of March 15, 2002, by and among PlanVista Corporation, First Union National Bank, and the other lenders named therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
	(i)	Third Amended and Restated Credit Agreement dated as of April 12, 2002, by and among PlanVista Corporation, Wachovia National Association (f/k/a First Union National Bank), and the other lenders named therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
	(j)	Series C Convertible Preferred Stock Issuance and Restructuring Agreement dated as of April 12, 2002, by and among PlanVista Corporation, Wachovia National Association, as administrative agent, and the other lenders named therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
	(k)	Stockholders Agreement dated as of April 12, 2002, by and among PlanVista Corporation and the Series C Stockholders named therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
	(l)	Certificate of Designation of Series and Determination of Rights and Preferences of Series C Convertible Preferred Stock of PlanVista Corporation as filed with the Secretary of State of Delaware on April 8, 2002 (included in Exhibit 3.1).
	(m)	Letter Agreement dated April 12, 2002, by and among PlanVista Corporation, Wachovia National Association, as administrative agent, and the other lenders named therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002), as amended and restated by the Letter Agreement dated as of May     , 2002, by and among PlanVista Corporation, Wachovia National Association, as administrative agent, and the other lenders named therein (included in Exhibit 4.6).
	(n)	Promissory note dated April 12, 2002, by and among PlanVista Corporation, Wachovia National Association, as administrative agent, and the other lenders noted therein (incorporated by reference to the PlanVista Corporation 2001 Annual Report on Form 10-K/A, filed on April 17, 2002).
10.9	(a)	Employment and Noncompetition Agreement dated as of June 1, 2000, by and between HealthPlan Services Corporation and Phillip S. Dingle, including Amendment thereto dated January 30, 2001 (Management Contract) (incorporated by reference to Exhibit 10.24 to the HealthPlan Services Corporation 2000 Annual Report on Form 10-K405 filed on April 11, 2001).
	(b)	Form of Amendment to Employment and Noncompetition Agreement.*
10.10		Employment and Noncompetition Agreement dated as of June 1, 2001, by and between PlanVista Corporation and Jeffrey L. Markle.**
10.11		Letter Agreement dated as of June 28, 2001, by and between PlanVista Corporation and Arthur Andersen LLP.**
10.12		Letter Agreement dated as of July 17, 2001, by and between PlanVista Corporation and William Blair & Company, L.L.C.**
10.13		Sublease Agreement dated as of June 18, 2001, by and between HealthPlan Services, Inc. and PlanVista Corporation.**

II-6

Exhibit No.	Description
10.14	Lease Agreement dated as of July 14, 1994, by and between D.K. Third Party Administrators, Inc. (n/k/a PlanVista Corporation) and Wisener Professional Building, Inc., as amended on December 7, 1995, April 3, 1997, and February 5, 1998, by Addendum to Lease between Wisener Professional Building, Inc. and D.K. Third Party Administrators, Inc. (n/k/a PlanVista Corporation).**
10.15	Lease Agreement dated as of January 9, 2002, by and between PlanVista Corporation and Metropolitan Life Insurance Company.
11.1	Statement re Computation of Per Share Earnings.*
21.1	Subsidiaries of the registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Fowler White Boggs Banker P.A. (included in 5.1).
24.1	Power of Attorney (included on signature page to this registration statement).

* To be filed by amendment.

** Previously filed

(b)    Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts.

Item 17.    Undertakings

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective and

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-7

SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tampa, Florida, on the 24th day of May, 2002.

PLANVISTA CORPORATION
By:	/s/    PHILLIP S. DINGLE
	Phillip S. Dingle Chairman of the Board and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip S. Dingle his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments or registrations of additional securities pursuant to Rule 462(b) or otherwise, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorney-in-fact and agents, acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 24, 2002.

Signature	Title
/s/    PHILLIP S. DINGLE         Phillip S. Dingle	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
/s/    DONALD W. SCHMELING         Donald W. Schmeling	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/    WILLIAM L. BENNETT         William L. Bennett	Director
/s/    DAVID J. FERRARI         David J. Ferrari	Director
/s/    CHRISTOPHER J. GARCIA Christopher J. Garcia	Director
/s/    MARTIN L. GARCIA         Martin L. Garcia	Director
/s/    JOHN D. RACE         John D. Race	Director
/s/    RANDY SUGARMAN         Randy Sugarman	Director

II-8

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Incorporation, as amended
3.2	By-laws, as amended
4.6	Letter Agreement dated as of March 8, 2002, by and between New England Financial and PlanVista Corporation; Clarification of Letter Agreement dated as of March 18, 2002, by and between New England Financial and PlanVista Corporation.
10.15	Lease Agreement dated as of January 9, 2002, by and between PlanVista Corporation and Metropolitan Life Insurance Company.
21.1	Subsidiaries of the registrant.
23.1	Consent of PricewaterhouseCoopers LLP.

EX-3.1

                                                                     Exhibit 3.1

                                                            STATE OF DELAWARE
                                                            SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/24/1994
                                                           944159069 - 2428935

                         CERTIFICATE OF INCORPORATION

                                      OF

                            GMS ACQUISITION COMPANY


     FIRST:  The name of the corporation is GMS Acquisition Company (hereinafter
referred to as the "Corporation").

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street. Kent County, Dover, Delaware 19901. The
name of the registered agent at such address is National Corporate Research Ltd.

     THIRD:  The nature of the business or purpose to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended from time to time.

     FOURTH: The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 30,000 shares of which 10,000
shares shall be Preferred Stock, par value $0.01 per share ("Preferred Stock")
and 20,000 shares shall be Common Stock, par value $0.01 per share. Authority is
hereby vested in the Board of Directors to issue from time to time the Preferred
Stock in one or more series, with such voting powers or without voting powers,
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
and with such dividend rights, rights on dissolution or distribution of assets,
and conversion or exchange rights, and subject to redemption at such time or
times and price or prices, as shall be stated and expressed in the resolution or
resolutions providing for or the issuance of such stock adopted by the Board of
Directors. The authority granted to the Board of Directors pursuant to this
Article Fourth shall include the authority to specify the number of shares in
any series of Preferred Stock and to increase or decrease the number of shares
in any such series.

     FIFTH: The name and mailing address of the sole incorporator ia as follows:


          Name           Mailing Address
          ----           ---------------
     Mark P. Cawley      c/o Zimet, Haines, Friedman & Kaplan
                         460 Park Avenue
                         New York, New York 10022



     SIXTH:   The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights and powers
conferred herein upon stockholders and directors are granted subject to this
reservation.

     SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation.

     EIGHTH:  Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as may be designated by or in the manner provided
in the By-laws, or, if not so designated or provided, at the registered office
of the Corporation in the State of Delaware. Elections of directors need not be
by written ballot unless and to the extent that the By-laws so provide.

     NINTH:   A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breath of duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. Any repeal or modification of this provision
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

     TENTH:   (a) Right to Indemnification. (i) Each person who was or is made a
                  ------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit it plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and

                                      -2-



held harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators, provided, however, that except as provided in
                              --------  -------
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Article shall be a contract right based upon an offer from the Corporation
which shall be deemed to be accepted by such person's service or continued
service with the Corporation and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General Corporation Law
                       --------  -------
of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees or agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

     (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
         -------------------------------
Article is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is

                                      -3-



required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the General Corporation
Law of the State of Delaware for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders), that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

     (c) Non-Exclusivity of Rights. The right to indemnification and the payment
         -------------------------
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

     (d) Insurance. The Corporation may maintain insurance, at its expense, to
         ---------
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware Corporation Law.

     (e) Severability. If any subsection of this Article Tenth shall be deemed
         ------------
to be invalid or ineffective in any proceedings, the remaining subsections
hereof shall not be affected and shall remain in full force and effect.

     ELEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of (S)291 of Title B of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of (S)279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the


                                       -4-



stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

     THE UNDERSIGNED, being the sole incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and the facts herein stated are true
and accordingly have hereunto set my hand this 24th day of August, 1994.


                                                  /S/ Mark P. Cawley
                                                  ----------------------------
                                                  Mark P. Cawley



                                       -5-



                                                            STATE OF DELAWARE
                                                            SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 09/30/1994
                                                           944185943 - 2428935


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            GMS ACQUISITION COMPANY.

                     (Pursuant to Sections 228, 242, and 245
                         of the General Corporation Law
                            of the State of Delaware)

     GMS Acquisition Company, a corporation organized and existing under the
laws of the State of Delaware, does hereby certify that:


     1. The date of filing of its original Certificate of Incorporation with the
Secretary of State of the State of Delaware was August 24, 1994.

     2. This Restated Certificate of Incorporation restates, integrates and
further amends the Certificate of Incorporation of this corporation to read as
herein set forth in full:

     FIRST:  The name of the corporation is GMS Acquisition Company (hereinafter
referred to as the "Corporation").

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street, Kent County, Dover, Delaware 19901. The
name of the registered agent at such address is National Corporate Research,
Ltd.

     THIRD:  The nature of the business or purpose to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended from time to time.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Thirty Million (30,000,000) of which Ten Million
(10,000,000) shares are Common Stock, par value $0.01 per share and Twenty
Million (20,000,000) shares are Preferred Stock, par value $0.01 per share.

     (a) Shares of Preferred Stock may be issued in one or more series as the
Board of Directors, or any Executive Committee thereof, may determine. Authority
is hereby expressly vested in the Board of Directors, or any Executive Committee
thereof, to fix from time to time, by resolution or resolutions providing for
such issue of any series of Preferred Stock, the



designation of such series, and the powers, preferences, performances and rights
of the shares of such series, and the qualifications, limitations or
restrictions thereof including the following:

          (i)   The distinctive designation and number of shares comprising such
     series, which number may (except where otherwise provided by the Board of
     Directors, or any Executive Committee thereof, authorizing such series) be
     increased or decreased (but not below the number of shares then
     outstanding) from time to time by like action of the Board of Directors, or
     any Executive Committee thereof;

          (ii)  The dividend rate or rates, if any, on the shares, of such
     series and the preferences, if any, over any other series (or of any other
     series over such series) with respect to any dividends, the terms and
     conditions upon which any dividends shall be payable, whether and upon what
     conditions any such dividends shall be cumulative and, if cumulative, the
     date or dates from which any dividends shall accumulate;

          (iii) Whether or not the shares of such series shall be redeemable,
     the price or prices, limitations and restrictions, and any other terms and
     conditions with respect to such redemptions;

          (iv)  The rights to which the holders of such series shall be
     entitled, and the preferences, it any, over any other series (or of any
     other series over such series), upon the voluntary or involuntary
     liquidation, dissolution or winding up of the Corporation;

          (v)   Whether or not the shares of such series shall be subject to the
     operation of a purchase, retirement or sinking fund, and, if so, whether
     and upon what conditions such purchase, retirement or sinking fund shall be
     cumulative or noncumulative, the extent to which and the manner in which
     such fund shall be applied to the purchase or redemption of the shares of
     such series of or retirement or to other corporate purposes and the terms
     and provisions relative to the operation thereof;

          (vi)  Whether or not the shares of such eerie, shall be convertible
     into or exchangeable for shares of stock of any other class or classes, or
     of any other series of the same class and, if so convertible or
     exchangeable, the price or prices or the rate or rates of conversion or
     exchange and the method, if any, of adjusting the same, and any other terms
     and conditions of such conversion or exchange:

                                      -2-



          (vii)  The voting powers, if any, of the shares of such series, and
     whether or not and under what conditions the shares of such series shall be
     entitled to vote separately as a single class, for the election of one or
     more additional directors of the Corporation in case of dividend arrearages
     or other specific events, or upon other matters; and

          (viii) Any other preferences, privileges and powers, and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions of such series, as the Board of Directors, or
     any Executive Committee thereof, may deem advisable and as shall not be
     inconsistent with the provisions of this Certificate of Incorporation.

          (b) Shares of Preferred Stock which are redeemed or converted, or
which are issued and reacquired in manner and retired, shall have the statue of
authorized and unissued Preferred Stock and my be reissued by the Board of
Directors, or any Executive Committee thereof, as shares of the same or any
other series, unless otherwise provided with respect to any series in the
resolution of the Board of Directors, or any Executive Committee thereof,
creating such series.

          (c) Powers, Preferences and Rights of Common Stock. The powers,
              ----------------------------------------------
preferences and rights of the shares of Common Stock and the qualifications,
limitations or restrictions thereof, are set forth below.

          1.  Dividends. The holders of outstanding shares of Common Stock shall
              ---------
     be entitled to share equally and ratably in any dividends or distributions
     declared on outstanding shares of Common stock, when, as and if any such
     dividends or distributions are declared by the Corporation's Board of
     Directors from funds legally available therefor;

          2.  Liquidation, etc. The holders of outstanding shares of Common
              ----------------
     Stock shall be entitled to share equally and ratably in the assets of the
     Corporation to be distributed among the holders of shares of the Common
     Stock upon any liquidation or winding up of the Corporation, whether
     voluntary or involuntary; and

          3.  Voting Rights. Except as otherwise expressly required by law,
              -------------
     unless and until there shall occur a date on which there are no longer any
     shares of Series A Preferred Stock (as defined in Section (d) below)
     outstanding (such date being the "Vote Swing Date"), the holders of Common
     Stock shall not have any right to vote on any matter on which stockholders
     are entitled to vote. From and after the Vote Swing Date, each holder of
     Common Stock


                                      -3-



     shall be entitled to vote for the election and removal of the directors of
     the Corporation and on all other matters on which stockholders are entitled
     to vote under the General Corporation Law of the State of Delaware and
     shall have one vote for each share of Common Stock held of record.

         (d)  Series A Preferred Stock and Series B Preferred Stock. Pursuant to
              -----------------------------------------------------
the authority granted to the Board of Directors of the Corporation in this
Article Fourth, the Board of Directors has established two series of preferred
stock, designated as "Series A Preferred Stock" and "Series B Preferred Stock"
consisting of One Hundred Thousand (100,000) shares of Series A Preferred Stock,
par value $.01 per share, and Eighteen Million Nine Hundred Thousand
(18,900,000) shares of Series B Preferred Stock, par value $.01 per share, and
except as otherwise provided below, all shares of Series A Preferred Stock and
all shares of Series B Preferred Stock (collectively, the "preferred Stock")
shall be entitled to the same powers, preferences, rights, qualifications,
limitations and restrictions.

         1.   Dividends. Subject to the limitations set forth in this Restated
              ---------
     Certificate of Incorporation, the holders of Preferred Stock shall be
     entitled to receive cumulative cash dividends per annum per share as set
     forth below from funds legally available therefor or, when, as and if
     declared by the Corporation's Board of Directors. Such dividends shall be
     payable quarterly on March 15, June 15, September 15 and December 15 (each
     a "Dividend Payment Date") of each year (unless such day is not a business
     day, in which event on the next succeeding business day) to holders of
     record as they appear on the register for the Preferred Stock (the
     "Preferred Stock Register") on the March 1, June 1, September 1 or
     December 1 immediately preceding such Dividend Payment Date, commencing
     December 15, 1994. Subject to increase in the case of the Series B
     Preferred Stock as provided below, the holders of Series A Preferred Stock
     shall be entitled to receive cumulative cash dividends at the rate (the
     "Series A Base Rate") of $.06 per share of Series A Preferred Stock and the
     holders of Series B Preferred Stock shall be entitled to receive cumulative
     cash dividends at the rate of $.06 per share of Series B Preferred Stock
     (the "Series B Base Rate"), in each case payable quarterly in equal amounts
     on the Dividend Payment Dates. In the event that the Corporation shall have
     failed (for whatever reason) to redeem shares of Series B Preferred Stock
     scheduled to be redeemed on any Mandatory Redemption Date (as defined
     below), then the holders of Series B Preferred Stock shall be entitled to
     receive, from and after such Mandatory Redemption Date, cumulative cash
     dividends (in lieu of cash dividends at the Series B Base Rate) at a rate
     (the "Special Rate") per share of Series B Preferred

                                      -4-



     Stock equal to 6% per annum on the Base Amount (as defined below). The Base
     Amount means, with respect to each share of Series B Preferred Stock, $1;
     provided that subsequent to the Mandatory Redemption Date, for purposes of
     --------
     calculating the dividend due an any Dividend Payment Date (if cumulative
     dividends have not been paid in full prior to such date), the full amount
     of any accrued but unpaid dividends as of the immediately preceding
     Dividend Payment Date shall be added to the Base Amount. Dividends payable
     on the Preferred Stock for any period less than a full quarter dividend
     period shall be computed on the basis of a 365 or 366 day year, as
     applicable, and the actual number of days elapsed.

          Dividends on each share of Preferred Stock shall accrue from the date
     of original issue of such share of Preferred Stock. Quarterly dividends
     which are not paid in full in cash on any Dividend Payment Date will
     cumulate without interest as if quarterly dividends had been paid in cash
     on each succeeding Dividend Payment Date until such accumulated quarterly
     dividend  shall have been declared and paid in full in cash. Any
     declaration of dividends may be for a portion, or all, of the then
     accumulated dividends. Any accumulated dividends which are not paid will
     continue to cumulate in the manner described above.

          No dividend or distribution in cash, shares of capital stock or other
     property shall be paid or declared and set apart for payment on any date on
     or in respect of the Common Stock, $.01 par value, of the Corporation or on
     any other series of stock issued by the Corporation ranking junior to the
     Preferred Stock in payment of dividends or upon liquidation, dissolution or
     winding-up of the Corporation (collectively, the "Junior Securities") (any
     such dividend or distribution hereinafter referred to as a "Junior
     Securities Distribution"), unless, contemporaneously therewith or with
     respect to the immediately preceding Dividend Payment Date for the
     Preferred Stock, a dividend or distribution is or was paid or declared and
     set apart for payment, as the case may be, on or in respect of the
     Preferred Stock payable at the rate set forth herein and payable on a date
     no later than the payment date set for such Junior Securities Distribution.
     In no event may the Corporation (i) make a Junior Securities Distribution
     in cash unless, contemporaneously therewith or with respect to the
     immediately preceding Dividend Payment Date for the Preferred Stock, a
     dividend or distribution in cash is or was paid or declared and set apart
     for payment on or in respect of the Preferred Stock, payable at the rate
     set forth herein and a date no later than the payment date set for Such
     Junior Securities Distribution, (ii) make a Junior Securities Distribution
     while there are dividends in arrears

                                      -5-



     on the Preferred Stock or (iii) redeem, purchase or otherwise acquire for
     value any Junior Securities unless, prior to or contemporaneously with such
     redemption, purchase or acquisition the Preferred Stock is redeemed in
     full; provided that the Corporation may redeem, purchase or otherwise
           --------
     acquire Junior Securities (and options in respect thereof) held by
     employees or former employees (or employee benefit plans) of the
     Corporation or fractional shares in Junior Securities of the Corporation,
     which redemption, purchase or other acquisition shall be approved by the
     Board of Directors of the Corporation. Notwithstanding the foregoing, this
     provision shall not prohibit the payment or declaration and setting aside
     of a dividend payable in shares of Junior Securities or a redemption,
     purchase or acquisition of Junior Securities with shares of Junior
     Securities.

          No dividend may be paid or declared and set apart for payment on any
     share of Preferred Stock unless at the same time (i) a like dividend in
     paid or set aside for payment on all shares of Preferred Stock then
     outstanding and (ii) a like ratable dividend is paid or set aside for
     payment on all shares of capital stock ranking on a parity with the
     Preferred Stock with respect to the payment of dividends. No dividend may
     be paid or declared and set apart for payment on any share of capital stock
     ranking on a parity with the Preferred Stock with respect to payment of
     dividends unless there shall have been paid or set apart for payment a
     like ratable dividend an all shares of Preferred Stock then outstanding.

          Notwithstanding the terms of the foregoing paragraphs or any other
     provision of this Restated Certificate of Incorporation, no dividend may be
     paid or declared or set apart on the Preferred Stock, any shares of capital
     stock ranking on a parity therewith or any Junior Securities, in each case
     prior to the Facility Termination Date, as defined in the following
     sentence, without the prior written consent of the Bank (as defined in the
     following sentence). As used in this Restated Certificate of Incorporation,
     "Facility Termination Date" shall mean the date on which all obligations of
     Plan Services, Inc. (the "Borrower"), a wholly-owned subsidiary of the
     Corporation, under the Credit Agreement dated as of September 30, 1994
     between First Union National Bank of North Carolina (the "Bank") and the
     Borrower, shall be performed and paid in full and the credit facility
     provided thereunder terminated.

          2. Preference on Liquidation. etc. In the event of any voluntary or
             -------------------------------
     involuntary liquidation, dissolution or winding-up of the Corporation,
     before any payment or distribution of the assets of the Corporation
     (whether

                                      -6-



     capital or surplus), or proceeds thereof, shall be made to or set apart,
     for the holders of shares of any Junior Securities, holders of shares of
     Series A Preferred Stock shall be entitled to receive payment of $1.00 per
     share held by them, plus an amount in cash equal to all accrued and unpaid
     dividends thereon, which dividends shall have accrued at the Series A Base
     Rate, and holders of Series B Preferred Stock shall be entitled to receive
     payment of $1.00 per share held by them, plus an amount in cash equal to
     all accrued and unpaid dividends thereon, which dividends shall have
     accrued at the Series B Base Rate, or the Special Rate, as the case may be,
     provided in Section 1, whether or not declared to the date of such payment.
     If, upon any liquidation, dissolution or winding-up of the Corporation, the
     assets of the Corporation, or proceeds thereof, distributed among the
     holders of shares of Preferred Stock and any other series of preferred
     stock which ranks pari passu in right of payment upon liquidation,
                       ---- -----
     dissolution or winding-up of the Corporation with the Preferred Stock shall
     be insufficient to pay in full the respective preferential amounts on
     shares of Preferred Stock and such other series of preferred stock, then
     such assets, or the proceeds thereof, shall be distributed among the
     holders of all such stock ratably in accordance with the respective amounts
     which would be payable on such shares if all amounts payable thereon were
     paid in full. After payment of the full amount of the liquidation
     preference to which the holders of Preferred Stock are entitled, such
     holders will not be entitled to any further participation in any
     distribution of assets of the Corporation. For the purposes of this
     paragraph, neither the merger or the consolidation of the Corporation into
     or with another corporation or the merger or consolidation of any other
     corporation into or with the Corporation or the sale, transfer or other
     disposition of all or substantially all the assets of the Corporation,
     shall be deemed to be a voluntary or involuntary liquidation, dissolution
     or winding-up of the Corporation.

          3. Retirement of Shares. Shares of Series A Preferred Stock or Series
             --------------------
     B Preferred Stock which have been redeemed, repurchased or reacquired in
     any manner by the Corporation shall be retired and not be reissued.

          4. Redemption. The Series A Preferred Stock shall, subject to the
             ----------
     limitations described herein, be subject to mandatory redemption by the
     Corporation on September 15, 1999 from funds legally available therefore,
     at a price per share of Series A Preferred Stock equal to $1 per share,
     together with an amount representing accrued and unpaid dividends, whether
     or not declared, to the date of redemption (the "Series A Redemption
     Price").


                                      -7-



          The Series B Preferred Stock shall, subject to the limitations
     described herein, be subject to mandatory redemption by the Corporation as
     follows: the Corporation shall on September 15, 1995 and on September 15 in
     each succeeding year through September 15, 1999 redeem 20% of the shares of
     Series B Preferred Stock originally issued or converted into Series B
     Preferred Stock as set forth in this Section (d), and on September 15,
     1999, the Corporation shall redeem all remaining outstanding shares of
     Series B Preferred Stock originally issued or converted into Series B
     Preferred Stock as set forth in Section (d), in each case, from funds
     legally available therefor, at a price per share of Series B Preferred
     Stock equal to $1 per share, together with an amount representing accrued
     and unpaid dividends, whether or not declared, to the date of redemption
     (the "Series B Redemption Price").

          With respect to the share of Series A Preferred Stock, September 15,
     1999 and with respect to the shares of Series B Preferred Stock, each such
     September 15, on which the Corporation is required to redeem shares of
     Series A Preferred Stock or Series B Preferred Stock, as the case may be,
     is hereinafter referred to as a "Mandatory Redemption Date". Any shares of
     Series B Preferred Stock which have been issued and have been redeemed,
     repurchased or reacquired in any manner by the Corporation (other than
     through the operation of this mandatory redemption provision) prior to any
     Mandatory Redemption Date may be credited by the Corporation against the
     number of shares of Series B Preferred Stock required to be redeemed on any
     Mandatory Redemption Date after the date of such other redemption,
     repurchase or reacquisition, unless such shares have bean previously so
     credited. The Corporation shall cause to be mailed to each holder of Series
     A Preferred Stock or Series B Preferred Stock, at their last addresses as
     they shall appear upon the Preferred Stock Register, at least 30 and not
     more than 60 days prior to a Mandatory Redemption Date, a notice stating
     the number of shares of Series A Preferred Stock or Series B Preferred
     Stock owned by such holder that are to be redeemed on a Mandatory
     Redemption Date. Except as otherwise required by law, the failure to give
     any such notice, or any defect therein, shall not affect the validity of
     such a redemption.

          Notwithstanding the terms of the foregoing paragraphs or any other
     provision of this Restated Certificate of Incorporation, the Corporation
     shall not redeem any Preferred Stock pursuant to the mandatory redemption
     herein described prior to the Facility Termination Date without the prior
     written consent of the Bank, or otherwise to the extent that any such
     redemption of Preferred Stock contravenes or causes a default under any
     loan contract,

                                      -8-



     agreement or other instrument by which any of the Corporation or its
     subsidiaries or any or their property is then bound.

          If on any Mandatory Redemption Date the Corporation shall be
     prohibited, by reason of the operation of the foregoing' paragraph, from
     redeeming shares of Series A Preferred Stock or Series B Preferred Stock,
     then the Corporation shall be obligated, to the extent and on the first
     date after such Mandatory Redemption Date on which the prohibitions
     described in the foregoing paragraph shall no longer apply (the "Delayed
     Redemption Date"), to redeem the number of shares of Series A Preferred
     Stock or Series B Preferred Stock which it would have been obligated to
     redeem on the Mandatory Redemption Date, at a price per share of Series A
     Preferred Stock equal to the Series A Redemption Price and at a price per
     share of Series B Preferred Stock equal to the Series B Redemption Price,
     it being understood that in any event the unpaid dividends included in such
     Redemption Prices shall have accrued at the respective Base Rate or the
     Special Rate, as the case may be, as provided in Section 1.

          The Series B Preferred Stock may be redeemed at the Corporation's
     option (subject to the legal availability of funds) at any time, in whole
     or in part, at a price per share equal to the Redemption Price; provided,
     however, that no such redemption may be authorized or effected prior to the
     Facility Termination Date without the prior written consent of the Bank.
     The Corporation shall cause to be mailed to each holder of Series B
     Preferred Stock, at their last addresses as they shall appear upon the
     Preferred Stock Register, at least 30 and not more than 60 days prior to
     the Optional Redemption Date, a notice stating the date on which such
     redemption is expected to take place (the "Optional Redemption Date") and,
     if less than all the shares of Series B Preferred Stock are to be redeemed,
     the notice shall also specify the number of shares of Series B Preferred
     Stock owned by such holder that are to be redeemed. Except as otherwise
     required by applicable law, the failure to give any such notice, or any
     defect therein, shall not affect the validity of such a redemption.

          If less than all the shares of Series B Preferred Stock are to be
     redeemed, the shares to be redeemed shall be redeemed, on a pro rata basis,
     according to the number of shares of Series B Preferred Stock held by each
     holder.

          On or after the Mandatory Redemption Date, the Optional Redemption
     Date or the Delayed Redemption Date, as the case may be, the holders of
     shares of Preferred Stock which have been redeemed shall surrender their
     certificates,


                                      -9-



     representing such shares to the Corporation at its principal place of
     business or as otherwise notified, and thereupon the redemption price of
     such shares shall be payable to the order of the person whose name appears
     on Such certificate or certificates as the owner thereof and each
     surrendered certificate shall be cancelled. Notice having been given as
     aforesaid, from and after the Mandatory Redemption Date, the Optional
     Redemption Data or the Delayed Redemption Date, as the case may be, unless
     there shall have been a default in payment of the redemption price, all
     rights of the holders of such redeemed shares of Series A Preferred Stock
     or Series B Preferred Stock, as the case may be, except the right to
     receive the Redemption Price without interest upon surrender of their
     certificate or certificates, shall cease with respect to such shares, and
     such shares shall not thereafter be transferred on the Preferred Stock
     Register or be deemed to be outstanding for any purpose whatsoever.

          5. Voting. (a) Unless and until the Vote Swing Date shall have
             ------
     occurred, each holder of Series A Preferred Stock shall be entitled to vote
     for the election or removal of the directors of the Corporation and on all
     other matters on which stockholders are entitled to vote under the General
     Corporation Law of the State of Delaware, and shall have one vote for each
     share of Series A Preferred Stock held of record. Except as otherwise
     expressly required by law, the holders of Series B Preferred Stock shall
     not have any right to vote on any matter on which stockholders are entitled
     to vote.

             (b) Except as otherwise expressly required by law, all stockholders
     entitled to vote shall vote together as a single class for the election or
     removal of the directors of the Corporation and on all other matters on
     which stockholders are entitled to vote under the General Corporation Law
     of the State of Delaware.

          6. Restrictions on Transfer of Series A Preferred Stock. No transfer
             ----------------------------------------------------
     of any outstanding shares of Series A Preferred Stock may be registered on
     the books of the Corporation unless all outstanding shares of Series A
     Preferred Stock are transferred simultaneously.

          7. Conversion of Series A Preferred Stock. Each holder of shares of
             --------------------------------------
     Series A Preferred Stock may, at its option, convert all or any of the
     shares of Series A Preferred Stock then held by each holder into shares of
     fully paid and nonassessable shares of Series B Preferred Stock, at the
     rate (the "Conversion Rate") of one share of Series B Preferred Stock for
     each share of Series A Preferred Stock, upon surrender to the Corporation
     of certificates representing the shares of Series A Preferred

                                     -10-



     Stock to be so converted, together with an appropriate conversion notice.
     The Conversion Rate shall be appropriately adjusted for any stock-split,
     stock-dividend, subdivision or combination of the Series A Preferred Stock
     of the Corporation, such that upon conversion of the Series A Preferred
     Stock the holders of Series A Preferred Stock shall be entitled to receive
     such number of shares of Series B Preferred Stock for each share of Series
     A preferred Stock to be converted as such holders would have become
     entitled to had such holders converted the Series A Preferred Stock
     immediately prior to such event. In the event of any reclassification of
     the Series B Preferred Stock, any consolidation or merger of the
     Corporation or any sale or conveyance of all or substantially all the
     assets of the Corporation, then each holder of Series A Preferred Stock
     shall, at its option, be entitled to receive in respect of all or any of
     the shares of Series A Preferred Stock then held by such holder, the
     shares, securities or property receivable upon such reclassification,
     consolidation, merger or sale by a holder of the number of shares of Series
     B Preferred Stock issuable upon conversion of such shares of Series A
     Preferred Stock immediately prior to such reclassification, consolidation,
     merger or sale. No adjustments in respect of dividends will be made upon
     any conversion.

     FIFTH:   The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights and powers
conferred herein upon stockholders and directors are granted subject to this
reservation.

     SIXTH:   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation.

     SEVENTH: Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as may be designated by or in the manner provided
in the By-laws, or, if not so designated or provided, at the registered office
of the Corporation in the State of Delaware. Elections of directors need not be
by written ballot unless arid to the extent that the By-laws so provide.

     EIGHTH:  A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a

                                     -11-



knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

     NINTH: (a) Right to Indemnification. (i) Each person who was or is made a
                ------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representatives is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a.
director, officer, employee or agent of another corporation or a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, offices, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by Such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators, provided,
                                                               --------
however, that except as provided in paragraph (b) hereof, the Corporation shall
- -------
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article shall be a contract right
based upon an offer from the Corporation which shall be deemed to be accepted by
such person's service or continued service with the Corporation and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
                                                                   --------
however, that, if the General Corporation Law of the State of
- -------

                                     -12-



Delaware requires, the payment of such expenses incurred by a director or of
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to he indemnified under
this Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees or agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
of officers.

     (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
         -------------------------------
Article is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     (c) Non-Exclusivity of Rights. The right to indemnification and the payment
         -------------------------
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

                                     -13-



     (d) Insurance. The Corporation may maintain insurance, at its expense, to
         ---------
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware Corporation Law.

     (e) Severability. If any subsection of this Article shall be deemed to be
         ------------
invalid or ineffective in any proceedings, the remaining subsections hereof
shall not be affected and shall remain in full force and effect.

     TENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of (s)291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of (S)279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

                                     -14-



                3.  This Restated Certificate of Incorporation was duly adopted
in accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware and by the written consent of a majority of the stockholders
of each class pursuant to Section 228 of the General Corporation Law of the
State of Delaware and written notice has been given to Stockholders so
consenting.

                IN WITNESS WHEREOF, GMS Acquisition Company has caused this
Restated Certificate of Incorporation to be signed by Todd K. West, its Vice
President and attested by Samuel F. Pryor, IV, its Secretary and Treasurer, this
30th day of September, 1994.

                                                GMS ACQUISITION COMPANY


                                                By: /s/ Todd K. West
                                                   --------------------------
                                                   Name: Todd K. West
                                                   Title: Vice President

Attest:


By: /s/ Samuel F. Pryor, IV
   ------------------------------------
   Name: Samuel F. Pryor, IV
   Title: Secretary & Treasurer




                                     -15-




                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 03:00 PM 11/09/1994
                                                          944215764 - 2428935


                            CERTIFICATE OF AMENDMENT

                                       OF

                            GMS ACQUISITION COMPANY

              ---------------------------------------------------

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

              ---------------------------------------------------

     GMS Acquisition Company, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:



     FIRST: Resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing that said amendment be considered by the stockholders of
the Corporation entitled to vote thereon were duly adopted bY unanimous written
consent of the Board of Directors of the Corporation dated November 7, 1994.



     SECOND: Thereafter, said amendment was approved in accordance with Section
228 of the General Corporation Law of the State of Delaware by the written
consent dated November 7, 1994, of all the stockholders of the Corporation
entitled to vote thereon.


     THIRD: Said amendment would amend the Restated Certificate of Incorporation
of the corporation by deleting Article FIRST



thereof and substituting in lieu thereof of the following new Article FIRST:

          "FIRST: Name. The name of the corporation is Healthcare Informatics
                  ----
     Corporation."

     FOURTH: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its Vice President and
attested to by its Assistant Secretary this 7th day of November, 1994.



                                              GMS ACQUISITION COMPANY


                                              By: /s/Samuel F. Pryor
                                                  -----------------------------
                                                  Samuel F. Pryor, IV
                                                  Vice President

[Corporate Seal]

Attest:


By: /s/ Todd K. West
    --------------------------
    Todd K. West
    Assistant Secretary

                                     - 2 -



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/22/1995
                                                          950039568 - 2428935

                            CERTIFICATE OF AMENDMENT

                                       OF

                      HEALTHCARE INFORMATICS CORPORATION

              ---------------------------------------------------

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

              ---------------------------------------------------


     HealthCare Informatics Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

     FIRST: Resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing that said amendment be considered by the stockholders of
the Corporation entitled to vote thereon were duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on February 15,
1995.

     SECOND: Thereafter, said amendment was approved in accordance with Section
228 of the General Corporation Law of the State of Delaware by the written
consent dated February 15, 1995, of all the stockholders of the Corporation
entitled to vote thereon.

     THIRD: Said amendment would amend the Restated Certificate of Incorporation
of the Corporation by deleting Article FIRST thereof and substituting in lieu
thereof the following new Article

FIRST:

     "FIRST: Name. The name of the corporation is HealthPlan Services
            ----
Corporation."



     FOURTH: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its President and attested
to by its Secretary this 15th day of February, 1995.


                                     HEALTHCARE INFORMATICS CORPORATION

                                     By: /s/ James K. Murray Jr.
                                         -------------------------------------

[Corporate Seal]

Attest:

By: /s/ [SIGNATURE ILLEGIBLE]
- -------------------------------------

                                       2



     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 03:00 PM 03/09/1995
   950052915 - 2428935




                            CERTIFICATE OF AMENDMENT


                                       OF

                        HEALTHPLAN SERVICES CORPORATION

              ---------------------------------------------------

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

              ---------------------------------------------------

     HealthPlan Service Corporation, corporation organized and existing under
the General corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

     FIRST: Resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing that said amendment be considered by the stockholders of
the Corporation entitled to vote thereon were duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on March 8, 1995.

     SECOND: Thereafter, said amendment was approved in accordance, with Section
228 of the General Corporation Law of the State of Delaware by the written
consent dated March 8, 1995, of all stockholders of the Corporation entitled to
vote thereon.



                Third:  Said amendment amends the Restated Certificate of
        Incorporation of the Corporation by deleting the first sentence of
        Article FOURTH thereof and substituting in lieu thereof the following:

                        "The total number of shares of stock which the
                        Corporation shall have the authority to issue is Forty
                        Five Million (45,000,000) of which Twenty Five Million
                        (25,000,000) shares are Common Stock, par value $0.01
                        per share and Twenty Million (20,000,000) shares are
                        Preferred Stock, par value $0.01 per share."

                FOURTH:  Said amendment was duly adopted in accordance with the
        provisions of Section 242 of the General Corporation Law of the State of
        Delaware.

                IN WITNESS WHEREOF, the Corporation has caused its corporate
        seal to be affixed hereto and this certificate to be signed by its
        President and attested to by its Chairman this 9th day of March, 1995.


                                                HEALTHPLAN SERVICES CORPORATION


                                                By: /s/ James K. Murray Jr.
                                                   ----------------------------
        [Corporate Seal]

        Attest:

        By: /s/ [SIGNATURE ILLEGIBLE]
           ----------------------------------

                                       2




     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 05/28/1996
   960154039 - 2428935


                            CERTIFICATE OF AMENDMENT
                                       OF
                        HEALTHPLAN SERVICES CORPORATION

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware


     HealthPlan Services Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

     FIRST: Resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing that said amendment be considered by the stockholders of
the Corporation entitled to vote thereon were duly adopted by the Board of
Directors of the Corporation by unanimous written consent executed as of March
19, 1996.

     SECOND: Thereafter, said amendment was approved in accordance with Section
228 of the General Corporation Law of the State of Delaware by a vote of
stockholders holding a majority of the outstanding stock of the Corporation
entitled to vote thereon at the Annual Meeting of Stockholders of the
Corporation held on May 2, 1996.

     THIRD: Said Amendment amends the Restated Certificate of Incorporation by
deleting the first sentence of Article FOURTH thereof in its entirety and
inserting the following in lieu thereof:

          The total number of shares of stock which the Corporation shall have
          the authority to issue is One Hundred and Twenty Million
          (120,000,000), of which One Hundred Million (100,000,000) shares are
          Common Stock, par value $0.01 per share and Twenty Million
          (20,000,000) shares are Preferred Stock, par value $0.01 per share.

     FOURTH: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its President and attested
to by its Secretary this 24 day of May, 1996.



                                     HEALTHPLAN SERVICES
                                     CORPORATION


                                     By: /s/ James K. Murray, Jr.
                                         -------------------------------------
                                         James K. Murray, Jr.
                                         President and Chief Executive Officer


[Corporate Seal]

Attest:

By: /s/ Mary C. Fahy
    ----------------------------
    Mary C. Fahy
    Vice President and Secretary



     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 05/12/1998
   981182059 - 2428935




             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT




It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is

                        HEALTHPLAN SERVICES CORPORATION



          2. The registered office of the corporation within the State of
Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County
of New Castle.

          3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.

          4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.


Signed on May 4, 1998.


                                         /s/  Phillip S. Dingle
                                         -------------------------------------
                                         PHILLIP S. DINGLE, SECRETARY



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 04/12/2001
                                                          010181339 - 2428935






                      CERTIFICATE OF OWNERSHIP AND MERGER


                                    MERGING

                             PLANVISTA CORPORATION,
                             a Delaware Corporation

                                      INTO

                        HEALTHPLAN SERVICES CORPORATION,
                             a Delaware Corporation

              ---------------------------------------------------

                Pursuant to Sections 103 and 253 of the General
                    Corporation Law of the State of Delaware

              ---------------------------------------------------


          HealthPlan Services Corporation, a Delaware corporation (the "Parent
     Corporation"), hereby certifies as follows:

          FIRST:  The Parent Corporation owns 100% of the outstanding shares of
     common stock, par value $.01 per share, of PlanVista Corporation, a
     Delaware corporation (the"Subsidiary Corporation"), which shares are the
     only outstanding shares of any class of capital stock of the Subsidiary
     Corporation.

          SECOND: The Board of Directors of the Parent Corporation duly adopted,
     at a meeting held on March 27, 2001, resolutions authorizing the merger of
     the Subsidiary Corporation into the Parent Corporation pursuant to Section
     253 of the General Corporation Law of the State of Delaware with the Parent
     Corporation being the surviving corporation. A true copy of such
     resolutions is attached hereto as Exhibit A. Such resolutions have not been
     modified or rescinded and are in full force and effect on the date hereof.

          THIRD:  The Certificate of Incorporation of the Parent Corporation is
     to be amended and changed by reason of the merger herein certified by
     striking out the FIRST section thereof and by substituting in lieu of said
     section the following:

               FIRST: The name of the corporation shall be:

                            "PlanVista Corporation"


         FOURTH: This merger shall become effective on April 13, 2001.



     IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of
Ownership and Merger to be signed by Phillip S. Dingle, its President, who
hereby acknowledges under penalty of perjury that the facts herein stated are
true and that this Certificate of Ownership and Merger is his act and deed as of
the 6th day of April, 2001.

                                   HEALTHPLAN SERVICES CORPORATION,
                                   A Delaware corporation

                                   By: /s/ Phillip S. Dingle
                                       -----------------------------------
                                   Name: Philip S. Dingle
                                   Its:  President

                                       2



                                    Exhibit A
                                    ---------


                                  RESOLUTIONS
                          OF THE BOARD OF DIRECTORS OF
                        HEALTHPLAN SERVICES CORPORATION
                                 MARCH 27, 2001


     RESOLVED, that it is advisable and in the best interest of the Company to
organize under the laws of the State of Delaware, a wholly-owned subsidiary to
be known as PlanVista Corporation (the "Subsidiary") and to merge this
Subsidiary with the Company in order to change the name of the Company to
PlanVista Corporation.

     RESOLVED FURTHER, that the appropriate officers of the Company are hereby
directed and authorized to execute such documents as necessary to organize the
Subsidiary.

     RESOLVED FURTHER, that upon the organization of the Subsidiary, the
Subsidiary be merged with the Company in a transaction pursuant to which the
name of the Company will be changed from HealthPlan Services Company to
PlanVista Corporation.

     RESOLVED FURTHER, that the outstanding stock of the Company shall not be
effected by this merger and upon the Effective Time of the Merger the
Subsidiary's stock shall cease to be outstanding.

     RESOLVED FURTHER, that at of the effective time of the merger of the
subsidiary into the Company, the Company shall assume all obligations of the
subsidiary and that the Company shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of Delaware and by
the laws of any other jurisdiction, including but not limited to the Certificate
of Ownership and Merger to be filed in Delaware and will cause to be performed
all necessary acts within the State of Delaware and within any other appropriate
jurisdiction

     RESOLVED FURTHER, that in connection with the merger, the Company change
its ticker symbol from HPS to PVS and that the Company make application with and
take all other actions required by the New York Stock Exchange to accomplish
such change.

     RESOLVED FURTHER, that the Company through its officers and directors are
instructed to take any and all actions necessary to change the Company's name
from HealthPlan Services Corporation to PlanVista Corporation, including the
printing if appropriate of new stock certificates, the

                                      A-1



filing with all regulating agencies of notices of name change and any other
actions which may be necessary to change the indicia and name of the Company as
so indicated.

     RESOLVED FURTHER, that the effective time of the Merger and the time when
the merger therein provided shall become effective (the "Effective Time") shall
be April 13, 2001.

                                      A-2



                                                                  EXECUTION COPY


                     CERTIFICATE OF DESIGNATION OF SERIES

                  AND DETERMINATION OF RIGHTS AND PREFERENCES

                                      OF

                     SERIES C CONVERTIBLE PREFERRED STOCK

                                      OF

                             PLANVISTA CORPORATION



          PLANVISTA CORPORATION, a Delaware corporation (the "Company"), acting
                                                              -------
pursuant to Section 151 of the General Corporation Law of Delaware, does hereby
submit the following Certificate of Designation of Series and Determination of
Rights and Preferences (this "Certificate") of its Series C Convertible
                              -----------
Preferred Stock, as determined by the Board of Directors of the Company (the
"Board") pursuant to the authority vested in it by the provisions of the
 -----
Restated Certificate of Incorporation of the Company (the "Certificate of
                                                           --------------
Incorporation"):
- -------------

          FIRST:  The name of the Company is PlanVista Corporation.

          SECOND: By unanimous consent of the Board, dated March 27, 2002, the
following resolutions were duly adopted:

          WHEREAS, the Certificate of Incorporation authorizes 20,000,000 shares
of preferred stock, par value $0.01 per share (the "Preferred Stock"), issuable
                                                    ---------------
from time to time in one or more series;

          WHEREAS, the Board is authorized, subject to certain limitations
prescribed by law and certain provisions of the Certificate of Incorporation, to
establish and fix the number of shares to be included in any series of Preferred
Stock and the designation, rights, preferences, powers, restrictions and
limitations of the shares of such series; and

          WHEREAS, the Board deems it advisable to establish a series of
Preferred Stock, designated as Series C Convertible Preferred Stock, par value
$0.01 per share.

          NOW THEREFORE, BE IT RESOLVED, that the series of Preferred Stock
designated as Series C Convertible Preferred Stock is hereby authorized and
established; and

          FURTHER, RESOLVED, that the Board does hereby fix and determine the
designation, rights, preferences, powers, restrictions and limitations of the
Series C Convertible Preferred Stock as follows:



          Section 1.  Definitions.  As used in this Certificate, and unless
                      -----------
the context requires a different meaning, the following terms, when capitalized,
have the meanings indicated:

          "Additional Shares of Common Stock" shall have the meaning set forth
           ---------------------------------
in Section 6(d)(i)(C).
   ------------------

          "Administrative Agent" means Wachovia Bank, National Association, in
           --------------------
its capacity as administrative agent for and representative of the Lenders under
the Credit Agreement.

          "Affiliate" means, with respect to any Person, any other Person
           ---------
directly or indirectly controlling (which may include, but is not limited to,
all directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

          "beneficial owner" or "beneficially own" has the meaning given such
           ----------------      ----------------
term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of
voting securities shall be calculated in accordance with the provisions of such
Rule; provided, however, that for purposes of determining beneficial ownership,
      --------  -------
a Person shall be deemed to be the beneficial owner of any security which may be
acquired by such Person whether within 60 days or thereafter, upon the
conversion, exchange or exercise of any warrants, options, rights or other.

          "Board" shall have the meaning set forth in the Recitals hereto.
           -----

          "Board Shift Event" means (i) the occurrence of a Net Cash Flow
           -----------------
Deficiency determined as of the end of any fiscal quarter ending on or after
March 31, 2002, (ii) the occurrence of any default in the payment of any
installment or other required payment of interest or principal under the Credit
Agreement and the continuation after any applicable grace period, or (iii) a
failure by the Company to redeem all of the outstanding shares of Series C
Preferred Stock by the Target Redemption Date.

          "Business Day" means for all purposes any day other than a Saturday,
           ------------
Sunday or legal holiday on which banks in Charlotte, North Carolina or New York,
New York, are open for the conduct of their commercial banking business.

          "Capital Reorganization" shall have the meaning set forth in Section
           ----------------------                                      -------
6(j).
- ----

          "Capital Stock" means, with respect to any Person at any time, any and
           -------------
all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of capital stock, partnership interests (whether
general or limited) or equivalent ownership interests in or issued by such
Person, and with respect to the Company includes, without limitation, any and
all shares of Common Stock and the Series C Preferred Stock.

                                       2



          "Certificate" shall have the meaning set forth in the Recitals hereto.
           -----------

          "Certificate of Incorporation" shall have the meaning set forth in the
           ----------------------------
Recitals hereto.

          "Common Stock" shall have the meaning set forth in Section 2.
           ------------                                      ---------

          "Company" shall have the meaning set forth in the Recitals hereto.
           -------

          "Conversion Date" shall have the meaning set forth in Section 6(c)(i).
           ---------------                                      ---------------

          "Conversion Price" shall have the meaning set forth in Section 6(a).
           ----------------                                      ------------

          "Conversion Rights" shall have the meaning set forth in Section 6.
           -----------------                                      ---------

          "Convertible Security" shall have the meaning set forth in Section
           --------------------                                      -------
6(d)(i)(B).
- ----------

          "Credit Agreement" means that certain Third Amended and Restated
           ----------------
Credit Agreement, dated on or about the date hereof, among the Company and
PlanVista Solutions, Inc. (f/k/a National Preferred Provider Network, Inc.), a
New York corporation and wholly-owned subsidiary of the Company, as borrowers,
the lenders from time to time party thereto, and the Administrative Agent, as
the same may be amended, restated, supplemented or modified from time to time in
accordance with the terms thereof.

          "Daily Receipts" has the meaning assigned to such term in the Credit
           --------------
Agreement.

          "Default Rate" shall have the meaning set forth in Section 9.
           ------------                                      ---------

          "Dividend Payment Date" means each March 31, June 30, September 30 and
           ---------------------
December 31 of each year, commencing after the date of (i) the Original Issue
Date or (ii) the Subsequent Issue Date, as the case may be.

          "Dividend Period" means each quarterly period beginning on January 1,
           ---------------
April 1, July 1 and October 1 in each year and ending on and including the day
immediately preceding the first day of the next quarterly period, except that
the first Dividend Period shall commence on the Original Issue Date.

          "Dividend Rate" means 10% per annum until the first anniversary of the
           -------------
Original Issue Date and 12% per annum thereafter.

          "Equity Incentive Plans" means, collectively, the Company's Employee
           ----------------------
Stock Option Plan, Director Stock Option Plan and Directors' Equity Plan.

          "Equity Securities" means any and all shares of Capital Stock of the
           -----------------
Company, securities of the Company convertible into, or exchangeable or
exercisable for, such shares, and options, warrants or other rights to acquire
such shares.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
amended, and the rules and regulations of the Commission promulgated thereunder.

                                       3



          "Fully Diluted" means, with respect to any determination of the number
           -------------
of shares of Common Stock outstanding, the sum, as of the date of such
determination, of (i) the number of shares of Common Stock actually issued and
outstanding, plus (ii) the maximum number of shares of Common Stock issuable
upon the exercise or conversion of all Options, Convertible Securities and
Rights outstanding (regardless of whether any such Options, Convertible
Securities and Rights are exercisable on such date of determination).

          "Group" has the meaning assigned to such term in Section 13(d)(3) of
           -----                                           ----------------
the Exchange Act, as amended.

          "Junior Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Lenders" means the financial institutions that are party to the
           -------
Credit Agreement from time to time, other than the Administrative Agent in its
capacity as such.

          "Liquidation" shall have the meaning set forth in Section 4(a).
           -----------                                      ------------

          "Liquidation Preference" shall have the meaning set forth in Section
           ----------------------                                      -------
4(a).
- ----

          "Liquidation Value" shall have the meaning set forth in Section 4(a).
           -----------------                                      ------------

          "Liquidity Event" shall mean (i) any merger (other than a merger
           ---------------
pursuant to which the Company effects an acquisition of another entity),
consolidation, sale, lease, transfer or other disposition of at least 50% of the
assets or businesses of the Company and its Subsidiaries taken as a whole in a
single transaction or in a series of related transactions, and (ii) the sale or
transfer (however effected, including by way of merger or consolidation or
issuance) in a single transaction or in a series of related transactions of
Capital Stock of the Company, whereby as a result of such transfer, a Person or
Persons not having the power to elect a majority of the Board prior to such
transaction or transactions acquires the power to elect a majority of the Board.

          "Net Cash Flow Deficiency" means for any of the Company's fiscal
           ------------------------
quarters set forth below, a failure by the Company to achieve Net Operating Cash
Flow for such quarter at least equal to amount specified for such quarter below,
as shown by the calculation of Net Operating Cash Flow delivered by the Company
to the holders of the Series C Preferred Stock not later than fifteen (15) days
following the last day of the calendar quarter ending after the Original Issue
Date:



                                                                                  Quarter ended
                                                                                12/31/02 and all
Quarter ended 3/31/02      Quarter ended 6/30/02     Quarter ended 9/30/02     subsequent quarters
- ---------------------      ---------------------     ---------------------     -------------------
                                               
      $225,000                   $600,000                   $700,000                $750,000


          "Net Operating Cash Flow" means, for any period, the sum
           -----------------------
(without duplication) of Daily Receipts (net of any chargebacks or dishonors)
less Operating Expenses but excluding (to the extent previously included in
- ----
Operating Expenses) payments to Arthur Andersen

                                       4



Consulting, O'Melveny & Myers LLP, FTI/Policano & Manzo, Fowler White Boggs
Banker P.A., Akin, Gump, Strauss, Hauer & Feld, L.L.P., PricewaterhouseCoopers,
LLC and any other consultant engaged by the Company or PVSI, in each case solely
to the extent such payments were made on account of services provided to
consummate the transactions contemplated hereby, including, without limitation,
the Restructuring Transactions.

          "Operating Expenses" means, for any period, the sum (without
           ------------------
duplication) of the following items paid in cash during such period: (a) payroll
and employee taxes plus (b) commissions and brokers fees plus (c) employee
                   ----                                  ----
benefits expenses plus (d) network payments plus (e) rent for real property
                  ----                      ----
leased by the Company, PVSI or any of their respective Subsidiaries plus (f)
                                                                    ----
utilities and telecommunications expenses plus (g) software license fees plus
                                          ----                           ----
(h) litigation expenses (including amounts paid in settlement) plus (i) state
                                                               ----
and federal income taxes plus (j) bank interest and fees plus (k) insurance
                         ----                            ----
costs plus (l) expenses identified as "Other Operating Expenses" on the balance
      ----
sheet of the Company and its Subsidiaries, including, among other things,
expenses incurred in connection with sales and marketing (such as travel,
customer entertainment, postage, promotional items and professional fees not
otherwise excluded from Operating Expenses pursuant to the definition of Net
Operating Cash Flow). To the extent paid with cash proceeds earmarked for the
particular purpose, payments of so-called "pass throughs" shall not be
considered Operating Expenses.

          "Option" shall have the meaning set forth in Section 6(d)(i)(A).
           ------                                      ------------------

          "Original Issue Date" shall have the meaning set forth in Section 2.
           -------------------                                      ---------

          "Parity Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Period Rate" shall have the meaning set forth in Section 3(a).
           -----------                                      ------------

          "Person" means any individual, corporation, limited liability company,
           ------
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivisions thereof or any Group comprised of two or more of the foregoing.

          "Preferred Stock" shall have the meaning set forth in the Recitals
           ---------------
hereto.

          "Preferred Stock Issuance and Restructuring Agreement" means that
           ----------------------------------------------------
certain Series C Convertible Preferred Stock Issuance and Restructuring
Agreement, dated on or about the date hereof, by and among the Company, the
Lenders and the Administrative Agent.

          "PVSI" means PlanVista Solutions, Inc., a New York corporation and a
           ----
Subsidiary of the Company.

          "Redemption Date" means, when used with respect to any Series C
           ---------------
Preferred Stock to be redeemed, the date fixed for such redemption by the
Company in accordance with the terms of this Certificate.

                                       5



          "Redemption Default" shall mean the failure to redeem the Series C
           ------------------
Preferred Stock and pay the Redemption Price in full in accordance with Section
                                                                        -------
8 on the Redemption Date.
- -

          "Redemption Notice" shall have the meaning set forth in Section 8(c).
           -----------------                                      ------------

          "Redemption Price" means, with respect to any share of Series C
           ----------------
Preferred Stock, the price at which such share of Series C Preferred Stock is to
be redeemed pursuant to the terms of this Certificate.

          "Requisite Majority" means more than fifty (50%) per cent of the
           ------------------
outstanding shares of Series C Preferred Stock.

          "Requisite Super-majority" means more than eighty-four (84%) percent
           ------------------------
of the outstanding shares of Series C Preferred Stock.

          "Reserved Employee and Director Shares" shall have the meaning set
           -------------------------------------
forth in Section 6(d)(i)(D).
         ------------------

          "Restructuring Transactions" has the meaning assigned to such term in
           --------------------------
the Credit Agreement.

          "Rights to Acquire Common Stock" or "Rights" shall have the meaning
           ------------------------------      ------
set forth in Section 6(d)(i)(E).
             ------------------

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations of the SEC promulgated thereunder.

          "Senior Securities" shall have the meaning set forth in Section 2.
           -----------------                                      ---------

          "Series C Preferred Stock" shall have the meaning set forth in Section
           ------------------------                                      -------
2.
- -

          "Stockholders Agreement" shall mean the Stockholders Agreement, dated
           ----------------------
on or about the date hereof, between the Company and the Lenders.

          "Subsequent Issue Date" shall mean, with respect to any shares of
           ---------------------
Series C Preferred Stock issued after the Original Issue Date, the date on which
such shares of Series C Preferred Stock were issued.

          "Subsidiary" shall mean, with respect to any Person, any corporation,
           ----------
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other equity interests entitled (without
regard to occurrence of any contingency) to vote in the election of directors or
other managing authority thereof is at the time owned or controlled, directly or
indirectly, by such Person or its Subsidiaries.

          "Target Redemption Date" shall mean the date that is the 18-month
           ----------------------
anniversary of the Original Issue Date.

                                       6



          "Wholly Owned Subsidiary" shall mean, as to any Person, (i) a
           -----------------------
corporation 100% of whose Capital Stock is at the time owned by such Person
and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such person
and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity
interest at such time.

          Section 2. Designation; Rank. This series of convertible preferred
                     -----------------
stock shall be designated and known as the "Series C Convertible Preferred
Stock" (hereinafter in this Certificate called the "Series C Preferred Stock").
                                                    ------------------------
The number of shares constituting the Series C Preferred Stock shall be 40,000
shares (including shares of Series C Preferred Stock which may be issued in
payment of dividends pursuant to Section 3). The par value of the Series C
                                 ---------
Preferred Stock shall be $0.01 per share of Series C Preferred Stock. The Series
C Preferred Stock shall, with respect to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary, rank: (i) senior to
the common stock of the Company, par value $0.01 per share (the "Common Stock"),
                                                                 ------------
and to each other class of Capital Stock or series of Preferred Stock or other
equity-linked security established after the date on which the first share of
Series C Preferred Stock is issued by the Company under this Certificate (the
"Original Issue Date") by the Board the terms of which do not expressly provide
 -------------------
that it ranks senior to or on a parity with the Series C Preferred Stock as to
dividends and rights upon liquidation, dissolution or winding up, whether
voluntary or involuntary (collectively referred to with the Common Stock, as
"Junior Securities"); (ii) on a parity with any additional shares of Series C
 -----------------
Preferred Stock issued by the Company in the future and any other class of
Capital Stock or series of Preferred Stock or other equity-linked security
issued by the Company established after the Original Issue Date by the Board,
the terms of which expressly provide that it will rank on a parity with the
Series C Preferred Stock as to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary (collectively
referred to as "Parity Securities"); and (iii) junior to each class of Capital
                -----------------
Stock or series of Preferred Stock or other equity-linked security issued by the
Company after the Original Issue Date by the Board the terms of which expressly
provide that it will rank senior to the Series C Preferred Stock as to dividends
and rights upon liquidation, dissolution or winding up, whether voluntary or
involuntary (collectively referred to as "Senior Securities"). Without limiting
                                          -----------------
the generality of the foregoing, so long as the Series C Preferred Stock is
outstanding, without the consent of the holders of the Requisite Super-majority
of the outstanding shares of Series C Stock, (a) no other class or series of
Capital Stock may be issued which is mandatorily redeemable or which provides
for a sinking fund prior to the date on which all of the Series C Preferred
Stock shall have been redeemed or any other payment of any type before such date
(other than the payment of in-kind dividends on shares of Capital Stock), (b) no
class or series of Capital Stock of the Company may have terms which are
equivalent or more favorable than the terms of the Series C Preferred Stock,
including without limitation, as to: (i) redemption or principal repayment; (ii)
maturity; (iii) rights to receive dividends; (iv) rights upon liquidation,
dissolution, or winding-up of the Company or any Subsidiary of the Company,
whether voluntary or involuntary, or distribution of the assets of the Company
or any Subsidiary of the Company; and (v) covenants, except in each case to the
extent that the rights of such class only take effect upon the redemption in
full of the Series C Preferred Stock, and (c) no class or series of Capital
Stock of the Company may contain provisions, including provisions which would
require any action to be taken with respect to such Capital Stock of the Company
upon or as a result of the redemption of the Series C Preferred Stock, which
would prevent the redemption or sale of the Series C Preferred Stock or would
prevent the

                                       7



payment of cash dividends to the holders of the Series C Preferred Stock (other
than Parity Securities so long as any payment of dividends, whether in cash or
in kind, would be paid pro rata to the holders of all Parity Securities
requiring the same).

          Section 3.     Dividends.
                         ---------

          (a)  Amount. The holders of outstanding shares of Series C Preferred
               ------
Stock shall be entitled to receive, out of the assets of the Company which are,
by law, available for such payment, cumulative dividends, on each share of
Series C Preferred Stock held by such holders, which dividends for each Dividend
Period shall be equal to the pro rated Dividend Rate per annum, unless at any
                             --- -----
time during such Dividend Period there shall have occurred or there shall exist
a Redemption Default, in which case such holders of Series C Preferred Stock
shall be entitled to dividends at the Default Rate per annum for the portion of
the Dividend Period during which such Redemption Default existed (the Dividend
Rate or the Default Rate as the case may be, the "Period Rate"). The dividend
                                                  -----------
that will be payable or that will accumulate in respect of each share of Series
C Preferred Stock for each Dividend Period shall be equal to the product of (a)
the Liquidation Preference for such share, multiplied by (b) the Period Rate for
such period, multiplied by (c) a fraction, the numerator of which is the number
of days that such share was outstanding during such Dividend Period and the
denominator of which is 365.

          (b)  Payment of Dividends. Dividends on the Series C Preferred Stock
               --------------------
shall be payable on each Dividend Payment Date in kind in shares of Series C
Preferred Stock valued at the Liquidation Value per share, or in cash out of the
assets of the Company which are, by law, available for such payment, at the
option of the Company. Dividends on each share of Series C Preferred Stock shall
accrue and be cumulative (whether or not declared by the Board) from the
Original Issue Date or Subsequent Issue Date, as the case may be, and shall be
payable in arrears, when and as declared by the Board out of funds legally
available therefor, if and to the extent permitted under the Credit Agreement on
each Dividend Payment Date. Notwithstanding the foregoing, if any Dividend
Payment Date is not a Business Day, such dividend shall be paid on the next
succeeding Business Day. Accumulated and unpaid dividends, whether or not
declared, shall compound. The Company shall take all actions required or
permitted under the General Corporation Law of Delaware to permit the payment of
dividends on the Series C Preferred Stock and shall declare and pay such
dividends to the extent legally permissible and if to the extent permitted under
the Credit Agreement on each Dividend Payment Date. All dividends payable in
kind in shares of Series C Preferred Stock shall be payable in whole shares
only, with amounts up to but not including $500.00 rounded down to the nearest
whole shares and amounts in excess of $500.00 rounded up to the nearest whole
share.

          (c)  Dividends Priority. So long as any shares of Series C Preferred
               ------------------
Stock are outstanding, neither the Company nor any of its Subsidiaries may,
directly or indirectly (whether in cash, property or in obligations of the
Company or any Subsidiary of the Company), declare or pay or set aside for
payment any dividends on distributions in respect of, or make any other payment
of any kind with respect to, or repurchase, redeem or otherwise acquire, any
Capital Stock of the Company or any Subsidiary of the Company other than (i)
with respect to the Series C Preferred Stock and Parity Securities so long as
all such actions in connection with the Series C Preferred Stock and Parity
Securities are done on a pro rata basis among all outstanding shares of Series C
                         --- ----
Preferred Stock and Parity Securities, (ii) distributions or dividends to the

                                       8



Company or direct or indirect Wholly Owned Subsidiaries of the Company or (iii)
other dividends permitted to be made pursuant to the Credit Agreement. The
Series C Preferred Stock will rank senior to all other Capital Stock of the
Company (other than Parity Securities) and pari passu with respect to Parity
Securities.

          Section 4.     Liquidation Rights.
                         ------------------

          (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company (a "Liquidation"), the
                                                            -----------
holders of Series C Preferred Stock shall be entitled to receive, before any
distribution or payment shall be made to the holders of any Junior Securities,
out of the remaining assets of the Company available for distribution to its
stockholders, with respect to each share of Series C Preferred Stock held by
such holder and each share of Series C Preferred Stock issuable to such holder
in respect of accrued but unpaid dividends, an amount in cash equal to the sum
of (A) $1,000 (the "Liquidation Value") plus (B) an amount equal to all accrued
                    -----------------   ----
but unpaid cash dividends payable with respect to such shares of Series C
Preferred Stock (whether or not declared, whether or not funds of the Company
are legally available for the payment of dividends and whether or not such
dividends have been declared by the Board), in each case as adjusted for any
stock dividends, combinations or splits or similar events with respect to such
shares (such sum being the "Liquidation Preference"). If upon any Liquidation,
                            ----------------------
the assets of the Company available for distribution to its stockholders shall
be insufficient to pay the holders of Series C Preferred Stock and holders of
Parity Securities the full Liquidation Preference to which each such holder
shall be entitled, all of the assets of the Company available for distribution
to its stockholders shall be distributed to the holders of the Series C
Preferred Stock and holders of Parity Securities pro rata in accordance with the
                                                 --- ----
aggregate Liquidation Preference of shares of Series C Preferred Stock and the
aggregate liquidation preference of Parity Securities held by each such holder.

          (b)  After payment in full of the Liquidation Preference, the
remaining assets of the Company legally available for distribution, if any,
shall be distributed to the holders of any Junior Securities.

          (c)  Any property not consisting of cash which is distributed by the
Company to the holders of the Series C Preferred Stock pursuant to Section 4(a)
                                                                   ------------
or otherwise shall be valued at the Fair Market Value (as defined below)
thereof. For purposes of this Section 4, the "Fair Market Value" of any property
                              ---------       -----------------
shall mean the fair market value thereof as determined in good faith by the
Board; provided, however, that the value of any securities will be determined as
       --------  -------
follows:

               (i)       Securities not subject to investment letter or other
     similar restrictions on free marketability covered by (ii) below:

                         (A)  If traded on a securities exchange or through the
          Nasdaq National Market, the value shall be deemed to be the average of
          the closing prices of the securities on such quotation system over the
          30 day period ending three days prior to the closing;

                                       9



                                (B)  If actively traded over-the-counter, the
                    value shall be deemed to be the average of the closing bid
                    or sale prices (whichever is applicable) over the 30 day
                    period ending three days prior to the closing; and

                                (C)  If there is no active public market, the
                    value shall be the fair market value thereof, as mutually
                    determined by the Board and the holders of at least the
                    Requisite Super-majority of the voting power of all then
                    outstanding shares of Series C Preferred Stock.

                         (ii)   The method of valuation of securities subject to
          investment letter or other restrictions on free marketability (other
          than restrictions arising solely by virtue of a stockholder's status
          as an Affiliate or former Affiliate of the issuer of such securities)
          shall be to make an appropriate discount from the market value
          determined as above in clause (i)(A), (B) or (C) to reflect the
          approximate fair market value thereof, as mutually determined by the
          Board and the holders of at least the Requisite Super-majority of the
          shares of all then outstanding shares of Series C Preferred Stock.

                    (d)  For purposes of this Section 4, holders of the
                                              ---------
Requisite Majority of the outstanding shares of Series C Preferred Stock, voting
together as a single class, may designate that (1) a merger or consolidation of
the Company with or into another Person where (A) the stockholders of the
Company immediately prior to such transaction in the aggregate cease to own at
least 50% of the voting securities of the entity surviving or resulting from
such transaction (or ultimate parent thereof) or (B) any Person becomes the
beneficial owner of more than 50% of the voting securities of the entity
surviving or resulting from such transactions (or ultimate parent thereof) or
(2) a sale, lease, transfer or other disposition of all or substantially all of
the Company's assets or stock of its Subsidiaries shall be deemed a liquidation,
dissolution or winding up of the Company with respect to the Series C Preferred
Stock, and holders of shares of Series C Preferred Stock shall be entitled to
payment of the Liquidation Preference in accordance with this Section 4.
                                                              ---------

                    Section 5.  Voting Rights; Governance.
                                -------------------------

                    (a)  Generally. Holders of shares of Series C Preferred
                         ---------
Stock shall have such voting rights as are (i) expressly provided in this
Certificate or (ii) otherwise provided by applicable law.

                    (b)  Board of Directors; Election of Directors; Committees.
                         -----------------------------------------------------
So long as at least 12,000 shares of Series C Preferred Stock shall be
outstanding, notwithstanding any other provision of the Certificate of
Incorporation or the By-laws of the Company, the number of directors
constituting the entire Board shall be seven (7), who shall be divided into
Class A Directors and Class B Directors. The Class A Directors shall be elected
solely by the holders of the Common Stock, voting separately as a class and the
Class B Directors shall be elected solely by the holder of the Series C
Preferred Stock, voting separately as a class. In addition, so long as at least
12,000 shares of Series C Preferred Stock shall be outstanding, notwithstanding
any other provision of the Certificate of Incorporation or the By-laws of the
Company, the Company shall have an Executive Committee of the board which shall
consist of two Class A Directors and two Class B Directors, and any action by
such committee shall require the vote of a majority of the

                                       10



members of such committee. At all times prior to a Board Shift Event, four (4)
of the directors shall be Class A Directors and three (3) of the directors shall
be Class B Directors. Upon the occurrence of a Board Shift Event and at all
times thereafter, the number of Class A Directors shall be decreased by one and
the number of Class B Directors shall be increased by one. For purposes of such
decrease in the number of Class A Directors, in the event that one Class A
Director shall not have resigned by the expiration of five (5) Business Days
following the occurrence of a Board Shift Event, then on such fifth following
Business Day, the term of the Class A Director then in office having the least
seniority shall expire and terminate. The vacancy created by the increase in the
number of Class B Directors resulting from the Board Shift Event may be filled
by the Class B Directors then in office, or by the vote or written consent of
holders of the Requisite Majority of the shares of Series C Preferred Stock
outstanding. After the occurrence of a Board Shift Event, as long as at least
12,000 shares of Series C Preferred Stock shall be outstanding, the number of
Class A Directors and the number of Class B Directors shall remain fixed at 3
and 4, respectively.

          (c)  Additional Voting Rights - Certain Transactions. Until such time
               -----------------------------------------------
as at least 29,000 shares of Series C Preferred Stock shall have been converted
into Common Stock, the vote or written consent of the holders of not less than
the Requisite Majority of the outstanding shares of Series C Preferred Stock
voting separately as a class, which vote or written consent shall be in addition
to any vote or consent of the holders of any other class or series of securities
of the Company that may be required by applicable law or the Certificate of
Incorporation, shall be required to approve a Liquidation of the Company (other
than a Liquidation in which the holders of the Series C Preferred Stock would
receive the entire Liquidation Preference to which they are entitled by this
Certificate).

          (d)  Additional Voting Rights - Actions Affecting the Series C
               ---------------------------------------------------------
Preferred Stock. So long as there are any shares of Series C Preferred Stock
- ---------------
outstanding, (i) the actions or transactions described in clauses (A) through
(D) below shall require the affirmative vote or written consent of the holders
of not less than the Requisite Super-majority of the outstanding shares of
Series C Preferred Stock voting separately as a class, and (ii) the actions or
transactions described in the remaining clauses of this paragraph (d) shall
require the affirmative vote or written consent of the holders of not less than
the Requisite Majority of the outstanding shares of Series C Preferred Stock,
voting separately as a class, which vote or written consent shall, in each case,
be in addition to any vote or consent of the holders of any other class or
series of securities of the Company that may be required by applicable law or
the Certificate of Incorporation:

                         (A)  any authorization, creation (by way of
          reclassification or otherwise) or issuance of any Senior Securities or
          Parity Securities, other than the issuance of (I) additional shares of
          Series C Preferred Stock pursuant to Section 3 hereof or (II) other
                                               ---------
          Parity Securities to be issued solely to the holders of the Series C
          Preferred Stock, or any reclassification of any securities of the
          Company that adversely affects or materially diminishes the rights,
          preferences or powers of the Series C Preferred Stock, or any action
          described in clauses (a) through (c) of Section 2 of this Certificate.
                                                  ---------

                                       11



                    (B)  any amendment to this Certificate that would (I)
          increase the Conversion Price of the Series C Preferred Stock, (II)
          defer or postpone the date on which the Series C Preferred Stock
          becomes convertible, (III) reduce the Default Rate, the Dividend Rate,
          the Liquidation Preference or the Liquidation Value or (IV) defer or
          postpone the Target Redemption Date.

                    (C)  any other amendment to this Certificate or to the
          Certificate of Incorporation (including an amendment by way of action
          by the Board establishing and fixing the designation, rights,
          preferences, powers, restrictions and limitations of the shares of any
          series of Preferred Stock of the Company) or to the By-laws of the
          Company that adversely affects or materially diminishes the rights,
          preferences or powers of the Series C Preferred Stock, provided that
          an increase in the number of authorized shares of Preferred Stock or
          Common Stock shall not, per se, be deemed to have such adverse effect
          or to cause such material diminution.

                    (D)  any amendment to paragraph (d) of this Section 5 or to
                                                                ---------
          any other provision of this Certificate that would reduce the number
          of shares of Series C Preferred Stock required to consent to or
          approve any matter described in clauses (A) through (D) hereof, or any
          other matter requiring the affirmative vote or consent of the
          Requisite Super-majority.

                    (E)  the declaration or payment of any dividend or
          distribution to the holders of any shares of any Junior Securities,
          other than (I) subject to clause (F) below, any such dividend payable
          solely in shares of Common Stock, or (II) the repurchase or redemption
          of any Junior Securities.

                    (F)  any amendment to this Certificate (other than an
          amendment that increases the number of authorized shares of Series C
          Preferred Stock solely for the purpose of enabling the Company to
          issue additional Series C Preferred Stock pursuant to Section 3
                                                                ---------
          hereof) not described in clause (A) through (D) of this paragraph (d).

          (e)  Voting Procedures - Class Voting. At any meeting of the holders
               --------------------------------
of Series C Preferred Stock held to consider any transaction or matter as to
which the separate class vote of such holders is required by paragraph (d) of
Section 5 or paragraph (b), (c) or (d) of this Section 5 or applicable law, or
- ---------                                      ---------
in connection with the solicitation of the written consents of such holders with
respect to any such transaction or matter (i) the holders of shares of Series C
Preferred Stock shall each be entitled to one vote for each share of Series C
Preferred Stock held, (ii) the holders of the Requisite Majority or Requisite
Super-majority, as applicable, of the Series C Preferred Stock then outstanding
present in person or by proxy shall constitute a quorum for the purpose of
approving or consenting to any such matter and for no other purpose, (iii) the
vote of the holders of the Requisite Majority or Requisite Super-majority, as
applicable, of the Series C Preferred Stock shall be sufficient to approve such
matter and (iv) in the absence of a quorum, the holders of a majority of the
Series C Preferred Stock present in person or by proxy shall have power to
adjourn from time to time the meeting for the purpose of approving such actions,
without further written notice other than announcement at the meeting, until a
quorum shall be

                                       12



present, except as otherwise provided by law. Any such meeting or consent
solicitation may but need not be held or conducted jointly with a meeting or
consent solicitation of the holders of Common Stock.

               (f)  Additional "As-Converted" Voting Rights. From and after the
                    ---------------------------------------
earliest to occur of (i) the occurrence at any time of a Board Shift Event
constituting a Net Cash Flow Deficiency, (ii) the occurrence of a Board Shift
Event described in clause (ii) or clause (iii) of the definition of that term
eighteen months or more after the Original Issue Date, and (iii) such time as
there shall be less than 12,000 shares of Series C Preferred Stock outstanding,
the holders of the Series C Preferred Stock shall be entitled to vote as a
single class together with the holders of the Common Stock on all matters
required to be submitted to a vote of the stockholders of the Company, other
than matters as to which the holders of the Series C Preferred Stock are
entitled to vote separately as a class pursuant to subsections (b), (c) and (d)
of this Section 5 or applicable law. With respect to any matter to which the
        ---------
voting rights granted by this Section 5(f) apply, each holder of Series C
                              ------------
Preferred Stock shall be entitled to cast a number of votes for each share of
Series C Preferred Stock held by such holder equal to the Liquidation Value
divided by the Conversion Price (determined as of the record date set for
determining the holders of the Company's Capital Stock entitled to vote on such
matter) and each holder of Common Stock shall be entitled to cast one vote for
each share of Common Stock held by such holder. For avoidance of doubt, (i) the
holders of shares of Series C Preferred Stock shall have no right to so vote
with respect to the election to directors of the Company otherwise than as
specified in Section 5(b) hereof until such time as there shall be less than
              -----------
12,000 shares of Series C Preferred Stock outstanding, and (ii) after such time,
the voting rights granted by this Section 5(f) shall include the right to vote
                                  ------------
as a single class together with the holders of the Common Stock in the election
of directors. At any meeting of the stockholders of the Company at which the
holders of the Series C Preferred Stock are entitled to exercise the voting
rights provided by this Section 5(f), (i) the holders of shares of Common and
                        ------------
Series C Preferred Stock having, in the aggregate, a majority of the voting
power of the shares entitled to vote at such meeting, present in person or by
proxy, shall constitute a quorum for the purpose of approving any matter
submitted to such meeting, (ii) the vote of the holders of shares comprising a
majority of such voting power shall be sufficient to approve such action and
(iii) in the absence of a quorum, the holders of shares comprising a majority of
the voting power present in person or by proxy shall have power to adjourn from
time to time the meeting for the purpose of approving such actions, without
further notice other than announcement at the meeting, until a quorum shall be
present, except as otherwise provided by law. The voting rights provided by this
paragraph shall be in addition to the change in the composition of the Board
required by paragraph (b) of this Section 5 upon the occurrence of a Board Shift
                                  ---------
Event and shall remain in effect as long as any shares of Series C Preferred
Stock remain outstanding.

               Section 6.     Conversion Rights. The holders of the Series C
                              -----------------
Preferred Stock and the Company shall have conversion rights as follows (the
"Conversion Rights"):
 -----------------

               (a)  Right to Convert. Each share of Series C Preferred Stock
                    ----------------
shall be convertible, at the option of the holder thereof, at any time from and
after the Target Redemption Date, subject to compliance with this Section 6,
                                                                  ---------
into fully paid and nonassessable shares of Common Stock at the then effective
Conversion Price (as defined below). The conversion price (the "Conversion
                                                                ----------
Price") at which shares of Common Stock shall be deliverable upon conversion
- -----

                                       13



of Series C Preferred Stock, without the payment of additional consideration by
the holder thereof, shall initially be $1.42172. Such initial Conversion Price
and the rate at which shares of Series C Preferred Stock may be converted into
shares of Common Stock, shall be subject to adjustment as provided below.

               (b)  No fractional shares. No fractional shares of Common Stock
                    --------------------
shall be issued upon conversion of the Series C Preferred Stock. In lieu of
fractional shares, the Company shall pay cash equal to such fraction multiplied
by the then effective Conversion Price.

               (c)  Mechanics of Conversion.
                    -----------------------

                    (i)    In order to convert shares of Series C Preferred
          Stock into shares of Common Stock, the holder shall surrender the
          certificate or certificates for such shares of Series C Preferred
          Stock at the office of the transfer agent (or at the principal office
          of the Company if the Company serves as its own transfer agent),
          together with a written notice that such holder elects to convert all
          or any number of the shares represented by such certificate or
          certificates. Such notice shall state the number of shares of Series C
          Preferred Stock which the holder seeks to convert. If required by the
          Company, certificates surrendered for conversion shall be endorsed or
          accompanied by a written instrument or instruments of transfer, in
          form reasonably satisfactory to the Company, duly executed by the
          registered holder or the holder's attorney duly authorized in writing.
          The date of receipt of such certificates and notice by the transfer
          agent or the Company shall be the conversion date ("Conversion Date").
                                                              ---------------
          As soon as practicable after the Conversion Date, the Company shall
          promptly issue and deliver at such office to such holder a certificate
          or certificates for the number of shares of Common Stock to which such
          holder is entitled. Such conversion shall be deemed to have been made
          at the close of business on the date of such surrender of the
          certificate representing the shares of Series C Preferred Stock to be
          converted, and the Person entitled to receive the shares of Common
          Stock issuable upon such conversion shall be treated for all purposes
          as the record holder of such shares of Common Stock on such date.

                    (ii)   The Company shall at all times during which the
          Series C Preferred Stock shall be outstanding, reserve and keep
          available out of its authorized but unissued Common Stock, for the
          purpose of effecting the conversion of the Series C Preferred Stock,
          such number of its duly authorized shares of Common Stock as shall
          from time to time be sufficient to effect the conversion of all
          outstanding Series C Preferred Stock. Before taking any action which
          would cause an adjustment reducing the Conversion Price below the then
          par value of the shares of Common Stock issuable upon conversion of
          the Series C Preferred Stock, the Company will take any corporate
          action which may, in the opinion of its counsel, be necessary in order
          that the Company may validly and legally issue fully paid and
          nonassessable shares of Common Stock at such adjusted Conversion
          Price.

                    (iii)     All shares of Series C Preferred Stock which shall
          have been surrendered for conversion as herein provided shall no
          longer be deemed to be outstanding and all rights with respect to such
          shares, including the rights, if any, to receive dividends, notices
          and to vote, shall immediately cease and terminate on the

                                       14



     Conversion Date, except only the right of the holders thereof to receive
     shares of Common Stock in exchange therefor, and if applicable, cash for
     any fractional shares of Common Stock. Any shares of Series C Preferred
     Stock so converted shall be retired and canceled and shall not be reissued
     as Series C Preferred Stock (except pursuant to Section 3 hereof), and the
                                                     ---------
     Company may from time to time take such appropriate action as may be
     necessary to reduce the number of shares of authorized Series C Preferred
     Stock accordingly.

                    (iv) If the conversion is in connection with an
     underwritten offering of securities registered pursuant to the Securities
     Act, the conversion may, at the option of any holder tendering Series C
     Preferred Stock for conversion, be conditioned upon the closing with the
     underwriter of the sale of securities pursuant to such offering, in which
     event the Person(s) entitled to receive the Common Stock issuable upon such
     conversion of the Series C Preferred Stock shall not be deemed to have
     converted such Series C Preferred Stock until immediately prior to the
     closing of the sale of securities.

               (d)  Adjustments to Conversion Price for Diluting Issues.
                    ---------------------------------------------------

                    (i)  Certain Definitions.  As used in this Agreement:
                         -------------------

                         (A)  "Option" shall mean rights, options or warrants to
                               ------
               subscribe for, purchase or otherwise acquire Common Stock or
               Convertible Securities, excluding the Reserved Employee and
               Director Shares).

                         (B)  "Convertible Security" shall mean any evidence of
                               --------------------
               indebtedness, share or other security directly or indirectly
               convertible into or exchangeable for Common Stock.

                         (C)  "Additional Shares of Common Stock" shall mean all
                               ---------------------------------
               shares of Common Stock issued (or, pursuant to Section 6(d)(iii)
                                                              -----------------
               below, deemed to be issued) by the Company after the Original
               Issue Date, other than the Reserved Employee and Director Shares
               and other than shares of Common Stock issued or issuable:

                              (1)  as a dividend or distribution on Series C
                    Preferred Stock;

                              (2)  by reason of a dividend, stock split, split-
                    up or other distribution on shares of Common Stock excluded
                    from the definition by the foregoing clause (1);

                              (3)  upon conversion of shares of Series C
                    Preferred Stock; ; and

                              (4)  any other shares of Common Stock issued or
                    deemed issued that the holders of the Requisite Super-
                    majority of the then outstanding shares of the Series C
                    Preferred Stock vote to exclude such shares from the
                    definition of Additional Shares of Common Stock.

                                       15



                              (D)  "Reserved Employee and Director Shares" shall
                                    -------------------------------------
               mean 2,466,037 shares reserved, as of the date hereof, for
               issuance upon the exercise of Options outstanding on the date
               hereof and additional Options and other rights to be granted
               under the Company's Equity Incentive Plans, as in effect on the
               date of this Certificate and Options held by consultants (as
               appropriately adjusted for any stock dividends, combinations,
               splits or the like).

                              (E)  "Rights to Acquire Common Stock" (or
                                    ------------------------------
               "Rights") shall mean all rights issued by the Company to acquire
                ------
               Common Stock whether by exercise of a warrant, option or similar
               call, or conversion of any existing instruments, in either case
               for consideration fixed, in amount or by formula, as of the date
               of issuance.

                    (ii)      No Adjustment of Conversion Price. No adjustment
                              ---------------------------------
          in the number of shares of Common Stock into which the Series C
          Preferred Stock is convertible shall be made, by adjustment in the
          applicable Conversion Price thereof, unless the Fair Market Value of
          the consideration per share (determined pursuant to Section 6(d)(v))
                                                              ----------------
          received by the Company for an Additional Share of Common Stock issued
          or deemed to be issued by the Company is less than $1.42172 per share
          of the Common Stock immediately prior to the issue of such additional
          shares.

                    (iii)     Issue of Securities Deemed Issue of Additional
                              ----------------------------------------------
          Shares of Common Stock. If the Company at any time or from time to
          ----------------------
          time after the Original Issue Date issues any Options or Convertible
          Securities or Rights to Acquire Common Stock, then the maximum number
          of shares of Common Stock (as set forth in the instrument relating
          thereto without regard to any provision contained therein for a
          subsequent adjustment of such number) issuable upon the exercise of
          such Options, Rights to Acquire Common Stock or, in the case of
          Convertible Securities, the conversion or exchange of such Convertible
          Securities, shall be deemed to be Additional Shares of Common Stock
          issued as of the time of such issue; provided, however, that
                                               --------  -------
          Additional Shares of Common Stock shall not be deemed to have been
          issued unless the Fair Market Value of the consideration per share
          (determined pursuant to Section 6(d)(v) hereof) received by the
                                  ---------------
          Company for such Additional Shares of Common Stock would be less than
          $1.42172 per share of Common Stock on the date of and immediately
          prior to such issue, or such record date, as the case may be, and
          provided, further, that in any such case:
          --------  -------

                              (A)  No further adjustment in the Conversion Price
               shall be made upon the subsequent issue of shares of Common Stock
               upon the exercise of such Options, Rights or conversion or
               exchange of such Convertible Securities;

                              (B)  Upon the expiration or termination of any
               unexercised Option, Right or Convertible Security, the Conversion
               Price shall be adjusted immediately to reflect the applicable
               Conversion Price which would have been in effect had such Option,
               Right or Convertible Security (to the extent outstanding
               immediately prior to such expiration or termination) never been
               issued; and

                                       16



                                (C)  In the event of any change in the number of
               shares of Common Stock issuable upon the exercise, conversion or
               exchange of any Option, Right or Convertible Security, including,
               but not limited to, a change resulting from the anti-dilution
               provisions thereof, the Conversion Price then in effect shall
               forthwith be readjusted to such Conversion Price as would have
               obtained had the Conversion Price adjustment that was originally
               made upon the issuance of such Option, Right or Convertible
               Security which were not exercised or converted prior to such
               change been made upon the basis of such change, but no further
               adjustment shall be made for the actual issuance of Common Stock
               upon the exercise or conversion of any such Option, Right or
               Convertible Security.

                         (iv)   Adjustment of Conversion Price upon Issuance of
                                -----------------------------------------------
         Additional Shares of Common Stock. If the Company shall at any time
         ---------------------------------
         after the Original Issue Date issue Additional Shares of Common Stock
         (including Additional Shares of Common Stock deemed to be issued
         pursuant to Section 6(d)(iii), but excluding shares issued as a
                     -----------------
         dividend or distribution as provided in Section 6(f) or upon a stock
                                                 ------------
         split or combination as provided in Section 6(e)), without
                                             -------------
         consideration, or for a consideration per share less than $1.42172 per
         share of Common Stock on the date of and immediately prior to such
         issue, then and in such event, the Conversion Price shall be reduced,
         concurrently with such issuance, to a price (calculated to the nearest
         cent) determined by multiplying such Conversion Price by a fraction,
         the numerator of which shall be the sum of (A) the number of shares of
         Common Stock outstanding, on a fully diluted basis, immediately prior
         to such issuance plus (B) the number of shares of Common Stock which
                          ----
         the aggregate consideration received by the Company for the total
         number of Additional Shares of Common Stock so issued would purchase at
         $1.42172 per share of Common Stock and the denominator of which shall
         be the sum of (1) the number of shares of Common Stock outstanding
         immediately prior to such issuance plus (2) the number of such
                                            ----
         Additional Shares of Common Stock so issued or deemed issued.
         Notwithstanding the foregoing, the applicable Conversion Price shall
         not be reduced if the amount of such reduction would be an amount less
         than $0.01, but any such amount shall be carried forward and reduction
         with respect thereto made at the time of and together with any
         subsequent reduction which, together with such amount and any other
         amount or amounts so carried forward, shall aggregate $0.01 or more.

                         (v)    Determination of Consideration. For purposes of
                                ------------------------------
         this Section 6(d), "Fair Market Value" of the consideration received by
              ------------   -----------------
         the Company for the issue of any Additional Shares of Common Stock
         shall be computed as follows:

                                (A)  Cash and Property. Such consideration
                                     -----------------
                         shall:

                                     (1)     insofar as it consists of cash, be
                         computed at the aggregate of cash received by the
                         Company, excluding amounts paid or payable for accrued
                         interest or accrued dividends;

                                     (2)     insofar as it consists of property
                         other than cash, be computed at the Fair Market Value
                         thereof (computed in accordance with

                                       17



                         Section 4(c)) at the time of such issue, as determined
                         -------------
                         in good faith by the Board; and

                                   (3)  in the event Additional Shares of Common
                         Stock are issued together with other shares or
                         securities or other assets of the Company for
                         consideration which covers both, be the proportion of
                         such consideration so received, computed as provided in
                         clauses (1) and (2) above, as determined in good faith
                         by the Board.

                              (B)  Options, Rights and Convertible Securities.
                                   ------------------------------------------
               The consideration per share received by the Company for
               Additional Shares of Common Stock deemed to have been issued
               pursuant to Section 6(d)(iii), relating to Options, Rights and
                           -----------------
               Convertible Securities, shall be determined by dividing

                                   (1)  the total amount, if any, received or
                         receivable by the Company as consideration for the
                         issue of such Options, Rights or Convertible
                         Securities, plus the minimum aggregate amount of
                                     ----
                         additional consideration (as set forth in the
                         instruments relating thereto, without regard to any
                         provision contained therein for a subsequent adjustment
                         of such consideration) payable to the Company upon the
                         exercise of such Options, Rights or the conversion or
                         exchange of such Convertible Securities, by

                                   (2)  the maximum number of shares of Common
                         Stock (as set forth in the instruments relating
                         thereto, without regard to any provision contained
                         therein for a subsequent adjustment of such number)
                         issuable upon the exercise of such Options, Rights or
                         the conversion or exchange of such Convertible
                         Securities.

               (e)       Adjustment for Stock Splits and Combinations. If the
                         --------------------------------------------
Company shall at any time or from time to time after the Original Issue Date
effect a subdivision of the outstanding Common Stock, the Conversion Price then
in effect immediately before that subdivision shall be proportionately
decreased. If the Company shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the
Conversion Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this paragraph shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

               (f)       Adjustment for Certain Dividends and Distributions. In
                         --------------------------------------------------
the event the Company at any time or from time to time after the Original Issue
Date shall make or issue a dividend or other distribution payable in Additional
Shares of Common Stock, then and in each such event the Conversion Price shall
be decreased as of the time of such issuance, by multiplying such Conversion
Price by a fraction, the numerator of which shall be the total number of shares
of Common Stock outstanding, on a fully diluted basis, immediately prior to such
issuance and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such issuance plus the number of
such Additional Shares of Common Stock issuable in payment of such dividend or
distribution.

                                       18



          (g)  Adjustments for Other Dividends and Distributions. In the event
               -------------------------------------------------
the Company at any time, or from time to time after the Original Issue Date
shall make or issue, a dividend or other distribution payable in securities of
the Company other than shares of Common Stock or other assets or properties,
then and in each such event provision shall be made so that the holders of
shares of the Series C Preferred Stock shall receive upon conversion thereof in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Company or other assets or properties that they
would have received had their Series C Preferred Stock been converted into
Common Stock on the date of such event and had thereafter, during the period
from the date of such event to and including the Conversion Date, retained such
securities receivable by them as aforesaid during such period given application
to all adjustments called for during such period, under this paragraph with
respect to the rights of the holders of the Series C Preferred Stock.

          (h)  Additional Adjustment. Notwithstanding any other provision of
               ---------------------
this Agreement, if at any time after the Original Issue Date, either (i) the
number of shares of Common Stock actually outstanding plus the total number of
shares of Common Stock referred to in Sections 6(d)(i)(C)(4) and 6(d)(i)(D)
                                      --------
shall exceed 49% of the Common Stock on a Fully Diluted basis, or (ii) the
Company shall issue (or, pursuant to Section 6(d)(iii), be deemed to issue) any
Additional Shares of Common Stock and after giving effect to the issuance or
deemed issuance of such Additional Shares of Common Stock and any required
adjustment to the Conversion Price required by any other paragraph of this
Section 6, the number of shares of Common Stock into which all of the
- ---------
outstanding shares of Series C Preferred Stock are convertible shall be less
than 51% of the outstanding Common Stock, determined on a Fully Diluted basis,
the Conversion Price shall be further adjusted to such amount as shall result in
such 51% test being met. The provisions of this Section 6(h) shall (x) be
                                                ------------
applicable notwithstanding that the holders of the Series C Stock have consented
to the issuance or deemed issuance of such Additional Shares of Common Stock
pursuant to Section 5(d) of this Certificate, and (y) cease to be effective upon
            ------------
the first conversion of any shares of Series C Preferred Stock into Common
Stock.

          (i)  Adjustment for Reclassification, Exchange or Substitution. If the
               ---------------------------------------------------------
Common Stock issuable upon the conversion of the Series C Preferred Stock shall
be changed into the same or a different number of shares of any class or classes
of stock, whether by capital reorganization, reclassification, or otherwise
(other than a subdivision or combination of shares, stock dividend or
reorganization, reclassification, merger, consolidation or asset sale provided
for elsewhere in this Section 6), then and in each such event the holder of each
                      ----------
share of Series C Preferred Stock (whether then outstanding or thereafter
issued) shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by holders of the number of
shares of Common Stock into which all such shares of Series C Preferred Stock
might have been converted immediately prior to such reorganization,
reclassification, or change, all subject to further adjustment as provided
herein or with respect to such other securities or property by the terms
thereof.

          (j)  Reorganizations, Mergers, Consolidations or Asset Sales. If at
               -------------------------------------------------------
any time after the Original Issue Date there is a merger, consolidation,
recapitalization, sale of all or substantially all of the Company's assets or
reorganization involving the Common Stock

                                       19



(collectively, a "Capital Reorganization") (other than a merger, consolidation,
                  ----------------------
sale of assets, recapitalization, subdivision, combination, reclassification,
exchange or substitution of shares provided for elsewhere in this Section 6 and
                                                                  ---------
other than a merger, consolidation or sale of assets which the holders of Series
C Preferred Stock elect to designate a Liquidation pursuant to Section 4(d) of
                                                               ------------
this Certificate), as part of such Capital Reorganization, provision will be
made so that the holders of Series C Preferred Stock (whether then outstanding
or thereafter issued) will thereafter be entitled to receive upon conversion of
the Series C Preferred Stock the number of shares of stock or other securities
or property of the Company to which a holder of the number of shares of Common
Stock deliverable upon conversion would have been entitled on such Capital
Reorganization, subject to adjustment in respect to such stock or securities by
the terms thereof, provided, however, that if the aggregate Fair Market Value of
                   --------  -------
such number of shares of stock or securities or property of the Company would be
less than the aggregate Liquidation Preference of the Series C Preferred Stock,
the Company shall not consummate such Capital Reorganization unless it shall
first redeem all outstanding shares on Series C Preferred Stock in accordance
with Section 8 of this Certificate (other than paragraph (f) thereof) on a
     ---------
Redemption Date that shall be not more than 25 days after the Capital
Reorganization is approved by the Board.. In any such case, appropriate
adjustment will be made in the application of the provisions of this Section 6
                                                                     ---------
with respect to the rights of the holders of Series C Preferred Stock after the
Capital Reorganization to the end that the provisions of this Section 6
                                                              ---------
(including adjustment of the Conversion Price then in effect and the number of
shares issuable upon conversion of the Series C Preferred Stock) will be
applicable after that event and be as nearly equivalent as practicable. In
addition, the Company shall not effect or participate in any Capital
Reorganization in which the Company is not the surviving entity thereof unless,
as part of such Capital Reorganization, provision shall be made so that the
holders of Series C Preferred Stock shall receive upon consummation of such
Capital Reorganization, consideration for their shares of Series C Preferred
Stock equal to the number of shares of stock, other securities, cash or property
to which a holder of the number of shares of Common Stock deliverable upon
conversion of the Series C Preferred Stock would have been entitled in such
Capital Reorganization had such conversion been effected immediately prior to
the consummation of the Capital Reorganization, provided, however, that if the
                                                --------  -------
aggregate Fair Market Value of such merger consideration payable to the holders
of the Series C Preferred Stock would be less than the aggregate Liquidation
Preference of the Series C Preferred Stock, the Company shall redeem all
outstanding shares on Series C Preferred Stock in accordance with Section 8 of
                                                                  ---------
this Certificate (other than paragraph thereof) on a Redemption Date that shall
be not more than 25 days after the Capital Reorganization is approved by the
Board. Nothing in this Section 6(j) shall limit the Company's right to redeem
the Series Preferred Stock under Section 8

               (k)  No Impairment. The Company will not, by amendment of its
                    -------------
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 6 and in the taking of all such action as may be necessary or
- ---------
appropriate in order to protect the conversion rights of the holders of the
Series C Preferred Stock against impairment to the extent required hereunder.
Nothing in this Section 6 shall affect the continued accrual of dividends on the
                ---------
Series C Preferred Stock in accordance with the terms of this Certificate of
Designation.

                                       20



               (l)  Certificate as to Adjustments. Upon the occurrence of each
                    -----------------------------
adjustment or readjustment of the Conversion Price pursuant to this Section 6,
                                                                    ---------
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series C Preferred Stock outstanding a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based and shall file a copy of such certificate with its
corporate records. The Company shall, upon the reasonable written request of any
holder of Series C Preferred Stock, furnish or cause to be furnished to such
holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series C Preferred Stock. Despite such
adjustment or readjustment, the form of each or all Series C Preferred Stock
certificates, if the same shall reflect the initial or any subsequent Conversion
Price, need not be changed in order for the adjustments or readjustments to be
valid in accordance with the provisions of this Certificate of Designation,
which shall control.

               Section 7.     Notice of Record Date.  In the event:
                              ---------------------

               (a)  that the Company declares a dividend (or any other
distribution) on its Common Stock payable in Common Stock or other securities of
the Company;

               (b)  that the Company subdivides or combines its outstanding
shares of Common Stock;

               (c)  of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding shares of Common
Stock or a stock dividend or stock distribution thereon);

               (d)  of any Capital Reorganization; or

               (e)  of the involuntary or voluntary dissolution, liquidation or
winding up of the Company;

then the Company shall cause to be filed at its principal office or at the
office of the transfer agent of the Series C Preferred Stock, and shall cause to
be mailed to the holders of the Series C Preferred Stock at their last addresses
as shown on the records of the Company, or such transfer agent, at least ten
days prior to the record date specified in (i) below or 20 days prior to the
date specified in (ii) below, a notice stating: (i) the record date of such
dividend, distribution, subdivision or combination, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, subdivision or combination are to be determined;
or (ii) the date on which such reclassification, Capital Reorganization,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, Capital Reorganization,
dissolution or winding up.

                                       21



               Section 8.     Redemption.
                              ----------

               (a)  Optional Redemption. The Series C Preferred Stock may be
                    -------------------
redeemed at the Company's option, in whole but not in part, at any time after
the Original Issue Date.

               (b)  Redemption Price. Any redemption of the Series C Preferred
                    ----------------
Stock shall be effected by the payment in cash of the Redemption Price per
share, which shall be equal to the Liquidation Value thereof plus all accrued
                                                             ----
and unpaid dividends thereon to the Redemption Date (whether or not declared,
whether or not funds of the Company are legally available for the payment of
dividends and whether or not such dividends have been declared by the Board,
including dividends accrued at the Default Rate in the case of a Redemption
effected after a Redemption Default), adjusted for any stock dividends,
combinations or splits or similar events with respect to such shares.

               (c)  At least 20 days prior to the Redemption Date, the Company
shall send a notice (the "Redemption Notice") of such redemption to be effected
                          -----------------
to all holders of record (at the close of business on the business day next
preceding the day on which notice is given) of the outstanding Series C
Preferred Stock specifying the number of shares to be redeemed from such holder,
the Redemption Date, the Redemption Price and the place at which payment may be
obtained.

               (d)  On or prior to the Redemption Date, the Company shall
deposit the Redemption Price of all shares to be redeemed as of such date with a
bank or trust company having aggregate capital and surplus in excess of
$50,000,000, as a trust fund, with irrevocable instructions and authority to the
bank or trust company to pay, upon receipt of notice from the Company that such
holder has surrendered the Series C Preferred Stock share certificates in
accordance with Section 8(e), the Redemption Price of the shares to their
                ------------
respective holders. Any moneys deposited by the Company pursuant to this Section
                                                                         -------
8(d) for the redemption of shares thereafter converted into shares of Common
- ----
Stock pursuant to Section 6 no later than the fifth day preceding the Redemption
                  ---------
Date shall be returned to the Company forthwith upon such conversion. The
balance of any funds deposited by the Company pursuant to this Section 8(d)
                                                               ------------
remaining unclaimed at the expiration of one year following such Redemption Date
shall be returned to the Company promptly upon its written request.

               (e)  On such Redemption Date, each holder of shares of Series C
Preferred Stock to be redeemed shall surrender such holder's certificates
representing such shares to the Company in the manner and at the place
designated in the Redemption Notice, and thereupon the Redemption Price of such
shares shall be payable to the order of the Person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event less than all the shares represented
by such certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares which new certificate shall entitle the
holder thereof to all the powers, preferences and rights of a holder of such
shares. From and after such Redemption Date, unless there shall have been a
default in payment of the Redemption Price or the Company is unable to pay the
Redemption Price due to not having sufficient legally available funds, all
rights of the holder of such shares as a holder of Series C Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificates), shall cease and terminate with respect to such
shares; provided that in the
        --------

                                       22



event that shares of Series C Preferred Stock are not redeemed due to a default
in payment by the Company or because the Company does not have sufficient
legally available funds, such shares of Series C Preferred Stock shall remain
outstanding and shall be entitled to all of the rights and preferences provided
herein.

          (f)  If upon any Redemption Date the assets of the Company available
for redemption are insufficient to pay the redeeming holders of outstanding
shares of Series C Preferred Stock the full amounts to which they are entitled,
all shares of the Series C Preferred Stock will be redeemable for cash upon
demand. The shares of Series C Preferred Stock not redeemed shall remain
outstanding and be entitled to all the powers, preferences and rights provided
herein. At any time thereafter when additional funds of the Company are legally
available for the redemption of shares of Series C Preferred Stock, such funds
will immediately be used to redeem the balance of the shares which the Company
has become obligated to redeem on any Redemption Date but which it has not
redeemed.

          (g)  The Company will not enter into any contract or agreement
(whether verbal or written) restricting or impairing its ability to redeem
shares of the Series C Preferred Stock in accordance with this Section 8, other
                                                               ---------
than the Credit Agreement.

          (h)  Cancellation of Preferred Stock. Any shares of Series C Preferred
               -------------------------------
Stock redeemed or purchased by the Company shall be canceled and shall have the
status of authorized and unissued shares of preferred stock, without designation
as to series.

          Section 9.    Default Rate. In the event a Redemption Default shall
                        ------------
have occurred, each share of Series C Preferred Stock shall be entitled to the
dividends set forth in Section 3(a) hereof at a rate of 2% in excess of the
                       ------------
Dividend Rate then in effect (the "Default Rate").
                                   ------------

                                       23



          IN WITNESS WHEREOF the foregoing Certificate of Designation has been
duly executed on behalf of the Company this 12th day of April, 2002.




                                            PLANVISTA CORPORATION



                                            By: /s/ Donald W. Schmeling
                                                --------------------------------
                                                Name:    Donald W. Schmeling
                                                Title:   Chief Financial Officer






                [Signature Page for Certificate of Designation]

                                      S-1

EX-3.2

                                                                     Exhibit 3.2

                                   EXHIBIT B

                                    BY-LAWS

                                      OF

                             PlanVista Corporation

                           (A Delaware Corporation)

                                   ARTICLE I

                                    OFFICES

          Section 1. The registered office of the Corporation in the state of
Delaware shall be in the City of Dover, County of Kent and the name of the
resident agent in charge thereof is National Corporate Research, Ltd.

          Section 2. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of Stockholders for the election of directors
shall be held at such place within or without the State of Delaware as may be
fixed from time to time by the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual meetings of Stockholders shall be held on such date
and at such time as may be fixed from time to time by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver of notice thereof,
at which the Stockholders shall elect, by a plurality vote, a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

          Section 3. Special meetings of Stockholders may be held at such time
and place within or without the State of Delaware as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

          Section 4. Special meetings of Stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman of the Board or Chief Executive
Officer of the Corporation, the Board of Directors or the holders of not less
than a majority of all the shares entitled to vote at the meeting.




     Section 5. Written notice of every meeting of stockholders, stating the
date, time and place where it is to be held and, if the list of Stockholders
required by Article IX, section 7 is not to be at such place at least ten days
prior to the meeting, the place where such list will be, and such other
information as may be required by law shall be given, not less than ten nor more
than sixty days before the meeting, either personally or by mail, upon each
Stockholder entitled to vote at such meeting and upon each Stockholder of record
who, by reason of any action proposed at such meeting, would be entitled to
have his stock appraised if such action were taken. Such notice shall be deemed
given when personally delivered by courier or otherwise or by telephone or
facsimile, or deposited in the mail directed to a Stockholder at his address as
it shall appear on the books of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, in which case it shall be mailed to the address
designated in such request. The attendance of any Stockholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by him.

                                  ARTICLE III

                          QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Stockholders, the Stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. Notice of the adjourned
meeting shall be given when required by law.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
Stockholders, unless the vote of a greater or lesser number of shares of stock
is required by law or the certificate of incorporation or pursuant to these by-
laws.

     Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Stockholders. A Stockholder

                                     -2-



may vote either in person or by proxy executed in writing by the Stockholder or
by his duly authorized attorney-in-fact.

     Section 4. The Board of Directors in advance of any Stockholders' meeting
may appoint one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person presiding at a
Stockholders' meeting may, and, on the request of any Stockholder entitled to
vote thereat, shall, appoint one or more inspectors. In case any person
appointed as inspector fails to appear or act, the vacancy may be filled by the
Board in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability.

     Section 5. Whenever Stockholders are required or permitted to take any
action by vote, such action may be taken without a meeting, without prior notice
and without a vote, if a consent in writing setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Notice of taking such action shall be given promptly to each Stockholder
that would have been entitled to vote thereon at a meeting of Stockholders and
that did not consent thereto in writing.

                                  ARTICLE IV

                                   DIRECTORS

     Section 1. The Board of Directors of the Corporation shall consist
initially of two members. The number of directors constituting the entire Board
may be changed from time to time by resolution adopted by the Board of Directors
or the Stockholders, provided no decrease made in such number shall shorten the
term of any incumbent director.

     Section 2. Directors shall be at least eighteen years of age and need not
be residents of the State of Delaware nor Stockholders of the Corporation. The
directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Stockholders and, except as hereinafter provided, each
director elected shall serve until the next succeeding annual meeting of
Stockholders and until his successor shall have been elected and qualified or
their earlier resignation or removal. The first Board of Directors shall hold
office until the first annual meeting of Stockholders or their earlier
resignation or removal.

                                      -3-



          Section 3.  Any or all of the directors may be removed, with or
without cause, at any time by the vote of the Stockholders at a special meeting
of Stockholders called for that purpose. Any director may be removed for cause
by the action of the Directors at a special meeting of the Board of Directors
called for that purpose.

          Section 4.  Vacancies and newly created directorships resulting from
an increase in the authorized number of directors may be filled by a majority
vote of the directors in office, although less than a quorum, or by election by
the Stockholders at any meeting thereof. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office. A director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of Stockholders and until his successor
shall have been elected and qualified or his earlier resignation or removal.

          Section 5.  The business affairs of the Corporation shall be managed
by its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the Stockholders.

          Section 6.  The directors may keep the books of the Corporation,
expect such as are required by law to be kept within the State, outside the
State of Delaware, at such place or places as they may from time to time
determine.

          Section 7. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.

                                   ARTICLE V

                      MEETINGS OF THE BOARD OF DIRECTORS

          Section 1.  Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Delaware, at such places as
the Board may from time to time determine.

          Section 2.  Regular meetings of the Board of Directors may be held
without notice at such time as the Board may from time to time determine.
Special meetings of the Board of Directors may be called by the Chairman of the
Board or Chief Executive Officer on one business day's notice to each director.

                                      -4-



     Section 3. Notice of a meeting need not be given to any director who
submits a signed waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting prior thereto or at its commencement, the
lack of notice. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

     Section 4. A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business unless a greater or lesser number is
required by law or by the certificate of incorporation. The vote of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, unless the vote of a greater number is
required by law or by the certificate of incorporation. If a quorum shall not be
present at any meeting of directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 5. Any action required or permitted to be taken by the Board of
Directors, or any committee thereof, may be taken without a meeting if all
members of the Board of Directors, or the committee, consent in writing to the
adoption of a resolution authorizing the action. Any such resolution and the
written consents thereto by the members of the Board of Directors or the
committee shall be filed with the minutes of the proceedings of the Board of
Directors or the committee.

     Section 6. Any one or more members of the Board of Directors, or any
committee thereof, may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

                                  ARTICLE VI

                     COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate, from among its members, an Executive Committee
and other committees, each consisting of two or more directors, and each of
which, to the extent provided in the resolution, shall have all the authority of
the Board, except as otherwise required by law. Vacancies in the membership of a
committee shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors. All committees created by the Board shall
keep regular minutes of their proceeding and report the same to the

                                      -5-



Board at the regular meeting of the Board immediately subsequent to any such
committee proceeding.

     Section 2. If there shall be designated an Executive Committee, such
committee shall have, in addition to all other powers permitted by law the power
and authority to declare a dividend, to authorize the issuance of stock and to
adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware Corporation Law.

                                  ARTICLE VII

                                    NOTICES

     Section 1. Whenever, under the provisions of the certificate of
incorporation or of these by-laws or by law, notice is required to be given to
any director of Stockholder, except as otherwise provided in these by-laws, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or Stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Except as otherwise provided in these by-
laws, notice to directors may also be given by telegram or by any other means
hereinabove provided for the giving of notice of meetings of Stockholders.

     Section 2. Whenever any notice of a meeting is required to be given under
the provisions of the certificate of incorporation or these by-laws or by law, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                 ARTICLE VIII

                                   OFFICERS

     Section 1. The officers of the Corporation shall be appointed by the Board
of Directors and shall be a Chairman of the Board, a Chief Executive Officer, a
Treasurer and a Secretary and such other officers as the Board of Directors
shall determine, each of whom shall be elected by the Board of Directors.

     Section 2. Each officer shall hold office from the time of his election and
qualification until the expiration of the term for which he is elected and shall
have such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

                                      -6-



          Section 4.  The officers of the Corporation, unless removed by the
Board of Directors as herein provided, shall hold office until their successors
are elected and qualified. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors.

                           THE CHAIRMAN OF THE BOARD

          Section 5.  The Chairman of the Board shall preside at all meetings of
the stockholders and directors at which he is present and shall in addition
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

                          THE CHIEF EXECUTIVE OFFICER

          Section 6.  The Chief Executive Officer shall be the chief executive
officer of the Corporation and shall have general charge of the business and
affairs of the Corporation, subject, however, to the right of the Board of
Directors to confer specified powers on officers and subject generally to the
direction of the Board of Directors.  In the absence of the Chairman, the Chief
Executive Officer shall preside at all meetings of the Stockholders and
directors at which he is present and shall perform such other duties as may from
time to time be assigned to him by the Board of Directors.

                                 THE TREASURER

          Section 7.  The Treasurer shall have the general care and custody of
all the funds and securities of the Corporation which may come into his hands,
shall deposit the same to the credit of the Corporation in such bank or banks or
depositories as from time to time may be designated by the Board of Directors or
by an officer or officers authorized by the Board of Directors to make such
designation and shall pay out and dispose of the same under the direction of the
Board of Directors. The Treasurer shall have general charge of all the
securities of the Corporation and shall in general perform all duties incident
to the position of Treasurer.

                                 THE SECRETARY

          Section 8.  The Secretary shall keep the minutes of all proceedings of
the Board of Directors and the minutes of all meetings of the Stockholders and,
unless otherwise directed by such committee, the minutes of each standing
committee, in books provided for that purpose, of which he shall be the
custodian. The Secretary shall attend to the giving and serving of all notices
for the Corporation, have charge of the seal of the

                                      -7-




Corporation, the stock certificate books and such other books and papers as
the board of Directors may direct and shall in general perform all the duties
incident to the office of Secretary and such other duties as may be assigned to
him by the Board of Directors.

          Section 9. The Board of Directors may designate any other officers of
the Corporation, including one or more Assistant Secretaries and one or more
Assistant Treasurers, who shall exercise the powers and shall perform the duties
incident to their offices, subject to the direction of the Board of Directors
and the Executive Committee, if any.

                                  ARTICLE IX

                            CERTIFICATE FOR SHARES

          Section 1. Every holder of shares of stock in the Corporation shall be
entitled to have a certificate certifying the number of shares owned by him in
the Corporation. Each such certificate shall be numbered and entered in the
books of the Corporation as they are issued. They shall exhibit the holder's
name and the number of shares and shall be signed by the Chairman of the Board,
the Chief Executive Officer and by the Secretary or the Treasurer of the
Corporation and may be sealed with the seal of the Corporation or a facsimile
thereof. When the Corporation is authorized to issue shares of more than one
class, there shall be set forth upon the face or back of the certificate a
statement that the Corporation will furnish to any shareholder upon request and
without charge, a full statement of the designation, relative rights,
preferences, and limitations of the shares of each class authorized to be
issued, and, if the Corporation is authorized to issue any class of preferred
shares in series, the designation, relative rights, preferences and limitations
of each such series so far as the same have been fixed and the authority of the
Board of Directors to designate and fix the relative rights, preferences and
limitations of other series.

          Section 2. The signatures of the officers of the Corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

                               LOST CERTIFICATES

          Section 3. The Board of Directors may direct a new certificate of
certificates to be issued in place of any

                                      -8-



certificate theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate has been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                             TRANSFERS OF SHARES

     Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
Corporation.

                              FIXING RECORD DATE

     Section 5. For the purpose of determining Stockholders entitled to notice
of or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining Stockholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board of Directors shall fix, in advance, a date as the record date for any such
determination of Stockholders. Such date shall not be more than sixty nor less
than ten days before the date of any meeting nor more than sixty days prior to
any other action. When a determination of Stockholders of record entitled to
notice of or to vote at any meeting of Stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the Board of Directors fixes a new record date for the adjourned meeting.

                            REGISTERED STOCKHOLDERS

     Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner, and shall be entitled to hold liable for
calls and assessments a person registered on its books as the owner, and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                      -9-




























                             LIST OF STOCKHOLDERS

          Section 7.  A list of Stockholders as of the record date, certified by
the corporate officer responsible for its preparation or by a transfer agent,
shall be produced at any meeting upon the request thereat or prior thereto of
any Stockholder. If the right to vote at any meeting is challenged, the
inspectors of election, or person presiding thereat, shall require such list of
Stockholders to be produced as evidence of the right of the persons challenged
to vote at such meeting and all persons who appear from such list to be
Stockholders entitled to vote thereat may vote at such meeting.

                                   ARTICLE X

                              GENERAL PROVISIONS

                                   DIVIDENDS

          Section 1.  Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the Board
of Directors or the Executive Committee at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in shares of the capital stock
or in the Corporation's bonds or its property, including the shares or bonds of
other Corporations, subject to any provisions of law and of the certificate of
incorporation.

          Section 2.  Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall deem to be in the best interest of the
Corporation, and the directors may modify or abolish-any such reserve in the
manner in which it was created.

                                    CHECKS

          Section 3.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                  FISCAL YEAR

          Section 4.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                     SEAL

                                     -10-



          Section 5.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XI

                                  AMENDMENTS

          By-laws adopted by the Board of Directors may be amended or repealed,
or new by-laws may be adopted, by action of the Board of Directors or by
majority vote at any regular or special meeting of Stockholders at which a
quorum is present or represented, provided notice of the proposed alteration,
amendment or repeal shall have been contained in the notice of such meeting.

                                    *  *  *

                                     -11-



                                   EXHIBIT A
                                   ---------


By-laws Amendment
- -----------------

          RESOLVED, that the By-laws of the Company be and hereby are amended to
     delete the last sentence from Article VI, Section 1 thereof, which sentence
     is as follows:

               "All committees created by the Board shall keep regular minutes
               of their proceedings and report the same to the Board at the
               regular meeting of the Board immediately subsequent to any such
               committee proceeding.";

     and to insert in its place the following:

               "All committees created by the Board shall keep regular minutes
               of their proceedings."; and

          RESOLVED, that the foregoing resolution shall take effect as of August
     24, 1994.



                             AMENDMENT TO BY-LAWS
                            DATED MARCH 27, 2002,
                           EFFECTIVE APRIL 12, 2002


The By-laws of Plan Vista Corporation are hereby amended by deleting Article IV,
Section 1 in its entirety and substituting the following language in its place:

          Section 1. The Board of Directors of the Corporation shall consist of
     seven members, to be comprised of Class A and Class B Directors in
     accordance with the provisions of the Certificate of Designation of Series
     and Determination of Rights and Preferences of Series C Convertible
     Preferred Stock of the Corporation, a copy of which shall be annexed to
     these By-laws.

EX-4.6

Phillip S. Dingle
Chairman & Chief Executive Officer
Writer's Ext. 2048

                                  March 8, 2002

VIA FACSIMILE 617/578-6668

Mr. Steve McLaughlin
New England Financial
501 Boylston Street, 8th Floor
Boston, MA 02117

     Re: Settlement Discussions on Promissory Note

Dear Steve:

     To follow up on our conversation this morning, we have agreed to resolve
all issues connected with your outstanding note, including all interest, fees,
and other items due in connection therewith, on the following terms:

     .    A partial conversion of your note to 311,476 common shares of PVC,
          which is a NYSE security, which we commit to register expeditiously
          (including, without limitation, agreeing to file a registration
          statement within 45 days after closing the pending restructure), and
          which you could subsequently sell on the open market:

                                $1,520,003;* and

     .    A supplemental network access agreement between our companies (to be
          entered into prior to May 1, 2002), through which you could generate
          savings for your health plans without having to pay the percent of
          savings fees you automatically pay (or by paying a lower fee).
          Depending upon the volume of claims that flows through your
          organization, we propose that we repay a portion of your note --
          through saved fees -- over a 24 or 36 month period commencing in
          May/June 2002. In addition to the supplemental network product,
          PlanVista can also offer New England Financial a network
          management/repricing service that could be offered at our cost to
          further reduce the outstanding balance. Estimated savings:

                                      $950,000

                                Total $2,470,003

     Please sign below to indicate your agreement in principle to the terms
above, subject to final documentation.

*Based upon price at 3/5/02.



Mr. Steve McLaughlin
March 8, 2002
Page 2




         This letter and discussions pursuant thereto are deemed settlement
negotiations between our organizations and cannot otherwise be used or
admissible for any purpose whatsoever. As we have discussed, this agreement will
require Bank Group approval.

                                             Sincerely yours,



                                             Phillip S. Dingle

Agreed and Accepted this
 ___ day of March, 2002:

NEW ENGLAND FINANCIAL


By:  /s/ Steve McLaughlin
   -----------------------------------------
      Steve McLaughlin

Title:  Senior Vice President
      --------------------------------------



cc:      Donald W. Schmeling
         Lawrence R. Hirsh
         Steven Kaye, Esq.



Phillip S. Dingle
Chairman & Chief Executive Officer
Writer's Ext. 2048


                                 March 18, 2002


VIA FACSIMILE 617/578-6668

Mr. Steve McLaughlin
New England Financial
501 Boylston Street, 8th Floor
Boston, MA 02117

     Re:  Settlement Discussions on Promissory Note -- Clarification of March 8,
          2002 Letter Agreement

Dear Steve:

     To follow up on our conversation this afternoon, you and I agreed that we
should clarify the issue involving how many shares of PVC stock NEF will receive
on the date we restructure your note, which is expected to occur this week. In
particular, you and I agreed that PVC will issue such number of shares that on
the closing of our restructure of your note would equate to approximately
$1,520,003, based upon the closing price of PVC shares on the day before we
issue the shares. All other terms and conditions of our March 8 agreement remain
in effect.

     Please sign below to indicate your agreement to this clarification. As
always, I appreciate your consideration on these issues.

                                           Sincerely yours,

                                           /s/ Phillip S. Dingle

                                           Phillip S. Dingle

Agreed and Accepted this
 ___ day of March, 2002:

NEW ENGLAND FINANCIAL


By: /s/ Steve McLaughlin
   -----------------------------------------
      Steve McLaughlin

Title:  Senior Vice President
      --------------------------------------
cc:      Donald W. Schmeling
         Lawrence R. Hirsh
         Steven Kaye, Esq.

EX-10.15

                                                                   Exhibit 10.15


                                 OFFICE LEASE

                                    BETWEEN

               METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK
                            CORPORATION (LANDLORD)

                                      AND

                PLAN VISTA CORPORATION, A DELAWARE CORPORATION
                                   (TENANT)



                            DATED:  JANUARY 9, 2002

                                       1



                                 OFFICE LEASE

                                  ARTICLE ONE
                            BASIC LEASE PROVISIONS


1.01      BASIC LEASE PROVISIONS - In the event of any conflict between these
Basic Lease Provisions and any other Lease provision, such other Lease provision
shall control.

          BUILDING AND ADDRESS:
          --------------------
          One MetroCenter
          4010 Boy Scout Boulevard
          Tampa, Florida 33607

          LANDLORD AND ADDRESS:
          --------------------
          METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK CORPORATION
          c/o Taylor&Mathis
          4010 Boy Scout Boulevard, Suite 160
          Tampa, Florida 33607

          TENANT AND CURRENT ADDRESS:
          PLAN VISTA CORPORATION, A DELAWARE CORPORATION
          Post Office Box 30216
          ---------------------
          Tampa, FL  33630-3216
          ---------------------

          DATE OF LEASE: January 9, 2002
                         ---------------

          LEASE TERM: Thirty-six (36) months
                      ----------------------

          COMMENCEMENT DATE: February 1, 2002
                             ----------------

          EXPIRATION DATE: January 31, 2005
                           ----------------

          MONTHLY BASE RENT:



                        Period from /to                    Rate/Per RSF         Monthly            Annually
                        ---------------                    ------------         -------            --------
                                                                                        
               February 1, 2002-January 31, 2003              $22.00           $15,106.67        $181,280.04
               February 1, 2003-January 31, 2004              $22.66           $15,559.87        $186,718.44
               February 1, 2004-January 31, 2005              $23.34           $16,026.80        $192,321.60


          RENTABLE AREA OF THE BUILDING: 240,325 square feet
                                         -------

          RENTABLE AREA OF THE PREMISES: 8,240 square feet
                                         -----

          SECURITY DEPOSIT: One hundred twenty-five thousand and 00/1000 Dollars
                            ----------------------------------------------------
          ($125,000.00) or as described in Article Five of this Lease.
          -----------------------------------------------------------

          LETTER OF CREDIT: A clean, irrevocable and unconditional Letter of
                            ------------------------------------------------
          Credit whose initial amount shall be equal to One hundred twenty-three
          ----------------------------------------------------------------------
          and 00/100 Dollars ($123,000) or Two Hundred twenty-three thousand and
          ----------------------------------------------------------------------
          00/100 Dollars as described in Article Five of this Lease.
          ---------------------------------------------------------

          SUITE NUMBER OF PREMISES: Suite 200
                                    ---------

          TENANT'S SHARE: 3.4287  %
                          --------

          TENANT'S USE OF PREMISES: Executive and administrative offices for a
                                    ------------------------------------------
          provider of health administrative services.
          ------------------------------------------

1.02      ENUMERATION OF EXHIBITS - The exhibits set forth below and attached to
this Lease are incorporated in this Lease by this reference:

EXHIBIT A.    Plan of Premises
EXHIBIT A-1.  The Additional Space
EXHIBIT B.    Work Letter Agreement
EXHIBIT C.    Rules and Regulations
EXHIBIT D.    Legal Description

                                       2



1.03      DEFINITIONS - For purposes hereof, the following terms, when
capitalized in this Lease, shall have the following meanings:

          AFFILIATE: Any corporation or other business entity which is
currently, or hereinafter during the term of this Lease, owned or controlled by,
owns or controls, or is under common ownership or control with Tenant.

          ADJUSTMENT YEAR: The calendar year or any portion thereof after the
Commencement Date of this Lease for which a Rent Adjustment computation is being
made.

          BUILDING: The office building located at 4010 Boy Scout Boulevard,
                                                   -------------------------
Tampa, FL 33607          .
- -------------------------

          BUILDING GRADE: (i) the type, brand and/or quality of materials
Landlord designates from time to time to be the minimum quality to be used in
the Building or, as the case may be, the exclusive type, grade or quality of
material to be used in the Building; and (ii) the standard method of
construction and installation technique to be used in the Building.

          COMMENCEMENT DATE: The date specified in Article 1.01 as the
Commencement Date, unless changed by operation of Article Two.

          COMMON AREAS: All areas of the Real Property made available by
Landlord from time to time for the general common use or benefit of the tenants
of the Building, and their employees and invitees, or the public, as such areas
currently exist and as they may be changed from time to time.

          DECORATION: Tenant Improvements which do not require a building permit
and which do not involve any of the structural elements of the Building, or any
of the Building's systems, including, without limitation, its electrical,
mechanical, plumbing and security and life/safety systems.

          DEFAULT RATE: The lesser of eighteen percent (18%) per annum or the
maximum rate allowed by the laws of the state in which the Building is located.

          ENVIRONMENTAL LAWS: Any state, federal or other Law governing the use,
storage, disposal or generation of any Hazardous Material, as defined by any
such Law, including without limitation, the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended and the Resource Conservation
and Recovery Act of 1976, as amended.

          EXPIRATION DATE: The date specified in Article 1.01 unless changed by
operation of Article Two.

          FORCE MAJEURE: Any accident, casualty, act of God, war or civil
commotion, strike or labor troubles, or any cause whatsoever beyond the
reasonable control of Landlord, including, but not limited to, energy shortages
or governmental preemption in connection with a national emergency, or by reason
of government laws or any rule, order or regulation of any department or
subdivision thereof or any governmental agency, or by reason of the conditions
of supply and demand which have been or are affected by war or other emergency.

          HAZARDOUS MATERIAL: Such substances, material and wastes which are or
become regulated under any Environmental Law; or which are classified as
hazardous or toxic under any Environmental Law; and explosives and firearms,
radioactive material, asbestos, and polychlorinated byphenyls.

          INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of
the Property, the property manager and the leasing manager for the Property and
their respective directors, officers, agents and employees.

          LAND: The parcels of real estate on which the Building is located more
particularly described on Exhibit E attached hereto.

          LANDLORD WORK: The construction or installation of improvements to the
Premises, to be furnished by Landlord, specifically described in the Work Letter
Agreement attached hereto as Exhibit B.

          LAWS: All laws, ordinances, rules, regulations and other requirements
adopted by any governmental body, or agency or department having jurisdiction
over the Property, the Premises or Tenant's activities at the Premises and any
covenants, conditions or restrictions of record which affect the Property.

                                       3



     LEASE: This instrument and all exhibits and riders attached hereto, as may
be amended from time to time.

     LEASE YEAR: The twelve month period beginning on the first day of the first
month following the Commencement Date (unless the Commencement Date is the first
day of a calendar month in which case beginning on the Commencement Date), and
each subsequent twelve month, or shorter, period until the Expiration Date.

     LETTER OF CREDIT: Clean, irrevocable, unconditional letter of credit in a
form acceptable to Landlord in its sole discretion issued by a bank approved by
Landlord as described in Article 5.02.

     MONTHLY BASE RENT: The monthly rent specified in Article 1.01.

     MORTGAGEE: Any holder of a mortgage, deed of trust or other security
instrument encumbering the Property.

     NATIONAL HOLIDAYS: New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and other holidays recognized by the
Landlord or the janitorial and other unions servicing the Building in accordance
with their contracts.

     OPERATING EXPENSES: All costs, expenses and disbursements of every kind and
nature which Landlord shall pay or become obligated to pay in connection with
the ownership, management, operation, maintenance, replacement and repair of the
Property or the Premises (including but not limited to the amortized portion of
any capital expenditure or improvement, together with interest thereon).
Operating Expenses shall not include, (i) costs of alterations of the premises
of tenants of the Building, (ii) costs of capital improvements to the Building
(except for amortized portion of capital improvements installed for the purpose
of reducing or controlling Operating Expenses or complying with applicable
Laws), (iii) depreciation charges, (iv) interest and principal payments on loans
(except for loans for capital improvements which Landlord is allowed to include
in Operating Expenses as provided above), (v) ground rental payments, (vi) real
estate brokerage and leasing commissions, (vii) advertising and marketing
expenses, (viii) costs of Landlord reimbursed by insurance proceeds, (ix)
expenses incurred in negotiating leases of other tenants in the Building or
enforcing lease obligations of other tenants in the Building and (x) Landlord's
or Landlord's property manager's corporate general overhead or corporate general
administrative expenses. If any Operating Expense, though paid in one year,
relates to more than one calendar year, at option of Landlord such expense may
be proportionately allocated among such related calendar years.

     PREMISES: The space located in the Building described in Article 1.01 and
depicted on Exhibit A attached hereto.

     PROPERTY: The Building, the Land, any other improvements located on the
Land, including, without limitation, any parking structures and the personal
property, fixtures, machinery, equipment, systems and apparatus located in or
used in conjunction with and of the foregoing.

     REAL PROPERTY: The Property excluding any personal property.

     RENT: Collectively, Monthly Base Rent, Storage Space Rent, Rent Adjustments
and Rent Adjustment Deposits, and all other charges, payments, late fees or
other amounts required to be paid by Tenant under this Lease, including all
sales and use taxes levied or assessed against all rental payments due under
this Lease.

     RENTABLE AREA OF THE BUILDING: 240,325 square feet, which represents the
                                    -------
sum of the rentable area of all office space in Building.

     RENTABLE AREA OF THE PREMISES:  The amount of square footage set forth in
1.01.

     RENT ADJUSTMENT: Any amounts owed by Tenant for payment of Operating
Expenses or Taxes. The Rent Adjustments shall be determined and paid as provided
in Article Four.

     SECURITY DEPOSIT: The funds specified in Article 1.01, if any, deposited by
Tenant with Landlord as security for Tenant's performance of its obligations
under this Lease.

     SUBSTANTIALLY COMPLETE: The completion of the Landlord Work or Tenant Work,
as the case may be, except for minor, insubstantial or punchlist details of
construction, decoration or mechanical adjustments which remain to be done.

     TAXES: All federal, state and local governmental taxes, assessments and
charges of every kind or nature, whether general, special, ordinary or
extraordinary, which Landlord shall pay or become obligated to

                                       4



pay because of or in connection with the ownership, leasing, management, control
or operation of the Property or any of its components, or any personal property
used in connection therewith, which shall also include any rental or similar
taxes levied in lieu of or in addition to general real and/or personal property
taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed
or become a lien during such year, whether or not such taxes are billed and
payable in a subsequent calendar year. There shall be included in Taxes for any
year the amount of all fees, costs and expenses (including reasonable attorneys'
fees) paid by Landlord during such year in seeking or obtaining any refund or
reduction of Taxes. Taxes for any year shall be reduced by the net amount of any
tax refund received by Landlord attributable to such year. If a special
assessment payable in installments is levied against any part of the Property,
Taxes for any year shall include only the installment of such assessment and any
interest payable or paid during such year. Taxes shall not include any federal
or state inheritance, general income, gift or estate taxes, except that if a
change occurs in the method of taxation resulting in whole or in part in the
substitution of any such taxes, or any other assessment, for any Taxes as above
defined, such substituted taxes or assessments shall be included in the Taxes.

      TENANT ADDITIONS: Collectively, Tenant Work and Tenant Improvements.

      TENANT IMPROVEMENTS: Any alterations, improvements, additions,
installations or construction in or to the Premises or any Building systems
serving the Premises (whether done as part of Landlord Work or Tenant Work); and
any supplementary air-conditioning systems installed by Landlord or by Tenant at
Landlord's request pursuant to Article 6.01(b).

      TENANT DELAY:  Any event or occurrence which delays the completion of the
Landlord Work which is caused by or is described as follows:

           (i)      special work, changes, alterations or additions requested or
                    made by Tenant in the design or finish in any part of the
                    Premises after Tenant's approval of the plans and
                    specifications (as described in the Work Letter);

           (ii)     Tenant's delay in submitting plans, supplying information,
                    approving plans, specifications or estimates, giving
                    authorizations or otherwise;

           (iii)    failure to approve and pay for such Tenant Work as Landlord
                    undertakes to complete at Tenant's expense; or

           (iv)     the performance or completion by Tenant or any person
                    engaged by Tenant of any work in or about the Premises.

      TENANT WORK: All work installed or furnished to the Premises by Tenant
pursuant to the Work Letter.

      TENANT'S SHARE: The percentage specified in Article 1.01 which represents
the ratio of the Rentable Area of the Premises to the Rentable Area of the
Building. With regard to Operating Expense escalations, Tenant's share shall be
determined with respect to each item of expense by dividing (a) the Rentable
Area of the Building not subject to separate assessment or billing with respect
to said item of expense into (b) the total of such item of expense and (c)
multiplying the resulting quotient by the Rentable Area of the Premises.

      TERM: The term of this Lease commencing on the Commencement Date and
expiring on the Expiration Date, unless sooner terminated as provided in this
Lease.

      TERMINATION DATE: The Expiration Date or such earlier date as this Lease
terminates or Tenant's right to possession of the Premises terminates.

      WORK LETTER: The agreement regarding the manner of completion of Landlord
Work and Tenant Work attached hereto as Exhibit B.

                                  ARTICLE TWO
                 PREMISES, TERM AND FAILURE TO GIVE POSSESSION

2.01  LEASE OF PREMISES - Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the Premises for the Term and upon the conditions provided
in this Lease. In the event Landlord delivers possession of the Premises to
Tenant prior to the Commencement Date, Tenant shall be subject to all of the
terms, covenants and conditions of this Lease (except with respect to the
payment of Rent) as of the date of delivery of possession.

                                       5



2.02  TERM -

      The term of this Lease shall commence on February 1, 2002 (the "
Commencement Date") and shall terminate on January 31, 2005 (the "Expiration
Date").

2.03  FAILURE TO GIVE POSSESSION - If the Landlord shall be unable to give
possession of the Premises on the Commencement Date by reason of the following:
( i) the holding over or retention of possession of any tenant, tenants or
occupants, or (ii) for any other reason, then Landlord shall not be subject to
any liability for the failure to give possession on said date.  Under such
circumstances the rent reserved and covenanted to be paid herein shall not
commence until the Premises are made available to Tenant by Landlord, and no
such failure to give possession on the Commencement Date shall affect the
validity of this Lease or the obligations of the Tenant hereunder.  At the
option of Landlord to be exercised within thirty (30) days of the delayed
delivery of possession to Tenant, the Lease shall be amended so that the term
shall be extended by the period of time possession is delayed.

2.04  AREA OF PREMISES - Landlord and Tenant agree that for all purposes of this
Lease the Rentable Area of the Premises and the Rentable Area of the Building as
set forth in Article One are controlling, and are not subject to revision after
the date of this Lease.

2.05  CONDITION OF PREMISES - Tenant shall notify Landlord in writing within
thirty (30) days after the later of Substantial Completion of the Landlord Work
of any defects in the Premises claimed by Tenant or in the materials or
workmanship furnished by Landlord in completing the Landlord Work. Except for
defects stated in such notice, Tenant shall be conclusively deemed to have
accepted the Premises "as is" in the condition existing on the date Tenant first
takes possession, and to have waived all claims relating to the condition of the
Premises. Landlord shall proceed diligently to correct the defects stated in
such notice unless Landlord disputes the existence of any such defects. In the
event of any dispute as to the existence of any such defects, the decision of
Landlord's architect shall be final and binding on the parties. No agreement of
Landlord to alter, remodel, decorate, clean or improve the Premises or the
Building and no representation regarding the condition of the Premises or the
Building has been made by or on behalf of Landlord to Tenant, except as may be
specifically stated in this Lease or in the Work Letter.

                                 ARTICLE THREE
                                     RENT

Tenant agrees to pay to Landlord at the property manager's office specified in
Article 1.01, or to such other persons, or at such other places designated by
Landlord, without any prior demand therefor in immediately available funds and
without any deduction whatsoever, Rent, including, without limitation, Monthly
Base Rent and Rent Adjustments in accordance with Article Four, during the Term.
Monthly Base Rent, plus all applicable sales and use tax, shall be paid monthly
in advance on the first day of each month of the Term, except that the first
installment of Monthly Base Rent, plus all applicable sales and use tax, shall
be paid by Tenant to Landlord on the Commencement Date. Monthly Base Rent, plus
all applicable sales and use tax, shall be prorated for partial months within
the Term.  Unpaid Rent shall bear interest at the Default Rate from the date due
until paid.  Tenant's covenant to pay Rent shall be independent of every other
covenant in this Lease.

                                 ARTICLE FOUR
                         RENT ADJUSTMENTS AND PAYMENTS

4.01  RENT ADJUSTMENTS -

(a)   In addition to the monthly base rent, as the same is adjusted, Tenant
shall pay to Landlord as additional rent, Tenant's pro rata share of the amount
by which the annual Operating Expenses incurred by Landlord during each
successive calendar year after the Base Year (as hereinafter defined) in
connection with the ownership, operation, maintenance and management of the
Building and the Property exceed the Operating Expenses incurred during the
"Base Year"; Tenant's share ("Tenant's Share") of any such increase in the
Operating Expenses (the "Excess Expenses") shall be determined with respect to
each item of expense by dividing (a) the Rentable Area of the Building not
subject to separate assessment or billing with respect to said item of expense
into (b) the total of such item of expense and (c) multiplying the resulting
quotient by the Rentable Area of the Premises.

(b)   Tenant's obligation to pay its Tenant's Share of the Excess Expenses shall
commence as of the beginning of the first full calendar year following the
calendar year of the Commencement Date (the "Base Year"). For the purposes of
this Lease, the "Base Year" is understood to be the calendar year 2002.
                                                                  ----

(c)   The Operating Expenses shall be determined in accordance with sound
accounting principles

                                       6



consistently applied.

(d)   Promptly following the beginning of each calendar year occurring during
the term of this Lease subsequent to the Base Year, and during any extension or
renewal of the Lease Term, Landlord shall deliver to Tenant a statement setting
forth (i) Landlord's projection of the Operating Expenses for the then current
calendar year and (ii) Tenant's Share of the Excess Expenses, based on the
portion of such calendar year during which this Lease is in effect. Tenant's
Share of the projected Excess Expenses shall be payable as additional rent in
equal monthly installments due on the first day of each calendar month for the
remaining months of such calendar year.

(e)   Commencing with Landlord's statement delivered at the beginning of the
first full calendar year following the Base Year occurring during the term of
this Lease, Landlord shall also set forth (i) the actual amount of the Operating
Expenses incurred during the preceding calendar year, and (ii) any underpayment
or overpayment by Tenant based on Tenant's monthly payment(s) (if any) of
Tenant's Share of the projected Excess Expenses made during the preceding
calendar year. In the event of any underpayment by Tenant, Tenant shall pay the
full amount of such deficiency to Landlord within thirty (30) days of receipt of
Landlord's statement. Any overpayment by Tenant shall, at Landlord's option,
either be (i) paid to Tenant within thirty (30) days of delivery of Landlord's
statement or (ii) applied to Tenant's Share of the Excess Expenses as projected
for the ensuring calendar year.

(f)   The Security Deposit shall be held by Landlord as security for the
performance by Tenant of its obligation to promptly pay its Excess Expenses for
the final calendar year as provided above. In the event Tenant fails to make
such payment within thirty (30) days of delivery of the invoice for Tenant's
Share of Excess Expenses for such year, the amount of the invoice shall be
deducted from the Security Deposit.

4.02  STATEMENT OF LANDLORD - Within a reasonable period of time following the
end of the calendar year in which the Lease Term expires, Landlord shall deliver
to Tenant a statement setting forth (i) Tenant's Share of the actual Operating
Expenses incurred during the final calendar year of the Lease Term, up to and
including the expiration date of the Lease Term, and (ii) any underpayment or
overpayment of Tenant's Share of the projected Excess Expenses made during that
final calendar year.  In the event of any underpayment, Tenant shall promptly
pay the full amount thereof to Landlord.  If Tenant has overpaid, Landlord shall
promptly reimburse Tenant the full amount of such overpayment.  The respective
obligations of the parties hereto pursuant to this Article 4.01 shall survive
the termination of this Lease.

4.03  BOOKS AND RECORDS - Landlord shall maintain books and records showing
Operating Expenses and Taxes in accordance with sound accounting and management
practices, consistently applied.  The Tenant or its representative (which
representative shall be a certified public accountant licensed to do business in
the state in which the Property is located) shall have the right, for a period
of thirty (30) days following the date upon which Landlord's Statement is
delivered to Tenant, to examine the Landlord's books and records with respect to
the items in the foregoing statement of Operating Expenses and Taxes during
normal business hours, upon written notice, delivered at least three (3)
business days in advance. If Tenant does not object in writing to Landlord's
Statement within sixty (60) days of Tenant's receipt thereof, specifying the
nature of the item in dispute and the reasons therefor, then Landlord's
Statement shall be considered final and accepted by Tenant.  Any amount due to
the Landlord as shown on Landlord's Statement, whether or not disputed by Tenant
as provided herein, shall be paid by Tenant when due as provided above, without
prejudice to any such written exception.

4.04  PARTIAL OCCUPANCY - For purposes of determining Rent Adjustments for any
Adjustment Year if the Building is not fully rented during all or a portion of
any year, Landlord may make appropriate adjustments to the Operating Expenses
for such Adjustment Year employing sound accounting and management principles
consistently applied, to determine the amount of Operating Expenses that would
have been paid or incurred by Landlord had the Building been 95% occupied, and
the amount so determined shall be deemed to have been the amount of Operating
Expenses for such Adjustment Year. In the event that the Real Property is not
fully assessed for any year, then Taxes shall be adjusted to an amount which
would have been payable in such year if the Real Property had been fully
assessed. In the event any other tenant in the Building provides itself with a
service which Landlord would supply under the Lease without an additional or
separate charge to Tenant, then Operating Expenses shall be deemed to include
the cost Landlord would have incurred had Landlord provided such service to such
other tenant.

                                 ARTICLE FIVE
                     SECURITY DEPOSIT AND LETTER OF CREDIT

5.01  SECURITY DEPOSIT -   Tenant concurrently with the execution of this Lease
shall pay to Landlord the Security Deposit.  The Security Deposit may be applied
by Landlord to cure any default of Tenant under this Lease, and upon notice by
Landlord of such application, Tenant shall replenish the Security Deposit in
full by paying to Landlord within ten (10) days of demand the amount so applied.
The

                                       7



failure to so replenish the Security Deposit shall be a Default hereunder.
Landlord shall not pay any interest on the Security Deposit. The Security
Deposit shall not be deemed an advance payment of Rent, nor a measure of damages
for any default by Tenant under this Lease, nor shall it be a bar or defense to
any action which Landlord may at any time commence against Tenant. In the
absence of evidence satisfactory to Landlord of an assignment of the right to
receive the Security Deposit or the remaining balance thereof, and provided
Tenant has complied with all of its obligations hereunder, Landlord may return
the Security Deposit to the original Tenant, regardless of one or more
assignments of this Lease. Upon the transfer of Landlord's interest under this
Lease, Landlord's obligation to Tenant with respect to the security deposit
shall terminate.

If Tenant shall fully and faithfully comply with all the terms, provisions,
covenants, and conditions of this Lease, the Security Deposit, or any balance
thereof, shall be returned to Tenant, in accordance with applicable law, after
the following:

      (a)      the expiration of the term of this Lease;

      (b)      the removal of Tenant and its property from the Premises;

      (c)      the surrender of the Premises by Tenant to Landlord in accordance
               with this Lease; and

      (d)      the payment by Tenant of any outstanding Rent, including, without
               limitation, all Rent Adjustments due pursuant to the Lease as
               computed by Landlord.

5.02 LETTER OF CREDIT - In addition to the Security Deposit described in Article
5.01 of this Lease, Tenant, on or before March 31, 2002, shall deposit with
Landlord as an additional security deposit (the "Additional Security Deposit") a
clean, irrevocable and unconditional letter of credit in a form acceptable to
Landlord in its sole discretion ("Letter of Credit") issued by a bank approved
by Landlord in its sole judgment (hereinafter referred to as the "Bank") in
favor of Landlord, in the amount of One hundred twenty-three thousand and 00/100
Dollars ($123,000.00) or Two hundred twenty-three thousand and 00/100 Dollars
($223,000) as additional security for the faithful performance and observance by
Tenant of the terms, conditions and provisions of this Lease, including without
limitation the surrender of possession of the Premises to Landlord as herein
provided. If the Letter of Credit deposited by Tenant to Landlord is in the
amount of Two hundred twenty-three thousand and 00/100 Dollars ($223,000.00),
Lanldord shall return to Tenant One hundred thousand and 00/100 Dollars
($100,000.00) of the Security Deposit described in Article 5.01. The Letter of
Credit shall have a term which expires no sooner than the Expiration Date, or
Tenant may deliver a one (1) year unconditional and irrevocable Letter of Credit
which by its terms automatically, for the remainder of the Term, renews for
successive one (1) year periods unless the Bank provides no less than sixty (60)
days written notice to Landlord that such Letter of Credit shall not be renewed,
in which event Landlord shall have the right to draw down the entire amount of
the Letter of Credit unless Tenant substitutes, prior to the expiration of such
Letter of Credit, a new Letter of Credit which meets the requirements of this
Article 5.02 If Tenant defaults in respect to any of the terms, conditions or
provisions of this Lease including, but not limited to, the payment of Rent, and
Tenant fails to cure any such default after any required notice and within any
applicable cure period hereunder (i) Landlord shall have the right to require
the Bank to make payment to Landlord or its designee of the entire proceeds of
the Letter of Credit, and (ii) Landlord may, at the option of Landlord (but
Landlord shall not be required to) apply or retain the whole or any part of such
sum so paid to it by Tenant or the Bank to the extent required for the payment
of any Rent or any other sum as to which Tenant is in default, and (iii)
Landlord or any Superior Mortgagee shall hold the remainder of such sum paid to
it by the Bank or Tenant, if any, for Landlord's benefit, as security for the
faithful performance and observance by Tenant of the terms, covenants, and
conditions of this Lease on Tenant's part to be observed and performed, with the
same rights as hereinabove set forth to apply or retain the same in the event of
any further default by Tenant under this Lease. If Landlord applies or retains
any part of the proceeds of the Letter of Credit or the cash amount deposited by
Tenant, Tenant within five (5) business days after demand, shall deposit with
Landlord or its designee the amount so applied or retained so that Landlord or
its designee shall have the full deposit on hand at all times during the Term of
this Lease (and any extension). Tenant's failure to do so within ten (10) days
of receipt of such demand shall constitute a breach of this Lease.

Tenant, at any time during the term hereof (including any extension and
including prior to the Commencement Date, but at least sixty (60) days prior to
the expiration of the Letter of Credit, may deposit with Landlord the equivalent
cash amount as security hereunder in lieu of the Letter of Credit.  Landlord
shall have all of the same rights with respect to such cash security as Landlord
has hereunder with respect to the Letter of Credit, and Tenant shall have the
same obligations with respect to the deposit of additional funds with Landlord
if Landlord applies or retains all or any portion of such cash security as
provided in the previous subsection.  Landlord shall not be required to deposit
such cash in a segregated, interest bearing account.

                                       8



In the event of a transfer, sale or lease of Landlord's interest in the
Building, Landlord shall transfer or cause to be transferred either the cash or
Letter of Credit, Security Deposit or any sums collected thereunder by Landlord,
together with any other sums then held by Landlord or its designee as such
security, to the transferee, vendee or lessee, and Landlord thereupon shall be
released by Tenant from all liability under this Article 5. Tenant agrees to
cooperate with Landlord, if required, in the transfer of the Letter of Credit to
such transferee, vendee or lessee. Tenant agrees to look solely to the new
landlord for the return of the cash or Letter of Credit or Security Deposit or
any sums collected thereunder and any other security, and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the Letter
of Credit or any sums collected thereunder and any other security to a new
landlord. Tenant further covenants that it shall not assign or encumber, or
attempt to assign or encumber, any part of such security and that neither
Landlord nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment, or attempted encumbrance. Landlord shall not
be required to exhaust its remedies against Tenant before having recourse to the
Letter of Credit or such cash security deposit held by Landlord. Recourse by
Landlord to the Letter of Credit or such security shall not affect any remedies
of Landlord which are provided in this Lease or which are available to Landlord
in law or equity.

                                  ARTICLE SIX
                                   SERVICES

6.01  LANDLORD'S GENERAL SERVICES -

(a)   So long as the Lease is in full force and effect and Tenant has paid all
Rent then due, Landlord shall furnish the following services:

      (1)   heat and air-conditioning in the Premises, Monday through Friday
            from 7:00 A.M. to 6:00 P.M., Saturday, from 8:00 A.M. to 1:00 P.M.,
            excluding National Holidays, as necessary in Landlord's reasonable
            judgment for the comfortable occupancy of the Premises under normal
            business operations, subject to compliance with all applicable
            voluntary and mandatory regulations and laws;

      (2)   tempered and cold water for use in lavatories in common with other
            tenants from the regular supply of the Building;

      (3)   customary cleaning and janitorial services in the Premises five days
            a week, excluding National Holidays;

      (4)   washing of the outside windows in the Premises weather permitting at
            intervals determined by Landlord;

      (5)   automatic passenger elevator service in common with other tenants of
            the Building and freight elevator service subject to reasonable
            scheduling by Landlord and payment of Landlord's standard charges.

      (6)   routine maintenance and electric lighting service for all Common
            Areas and Service Areas of the Building in the manner and to the
            extent deemed by Landlord to be standard;

      (7)   subject to the provisions of Article 6.02 hereof, facilities to
            provide all electrical current required by Tenant in its use and
            occupancy of the Premises;

      (8)   all fluorescent bulb replacement in the Premises necessary to
            maintain the lighting provided as a part of the Tenant Improvements
            and fluorescent and incandescent bulb replacement in the Common
            Areas and Service Areas;

      (9)   security in the form of limited access to the Building during other
            than normal business hours shall be provided in such form as
            Landlord deems appropriate. Security will be provided twenty-four
            hours per day, seven days per week, the cost of which is to be
            included as part of Operating Expenses. Landlord, however, shall
            have no liability to Tenant, its employees, agents, invitees or
            licensees for losses due to theft or burglary, or for damages done
            by unauthorized persons on the Premises and neither shall Landlord
            be required to insure against any such losses. Tenant shall
            cooperate fully in Landlord's efforts to maintain security in the
            Building and shall follow all regulations promulgated by Landlord
            with respect thereto.

(b)   Wherever heat generating machines or equipment are used by Tenant in the
Premises, the following additional provisions shall apply:

                                       9



      (1)  If the use of such machinery exceeds the limits established in
           Exhibit C thereby affecting the temperature otherwise maintained by
           the air-cooling system or whenever the occupancy or electrical load
           exceeds the standards set forth in Exhibit C, Landlord reserves the
           right to install or to require Tenant to install supplementary air-
           conditioning units in the Premises. Tenant shall bear all costs and
           expenses related to the installation, maintenance and operation of
           such units.

      (2)  Tenant shall pay Landlord at rates fixed by Landlord for all tenants
           in the Building, charges for all water furnished to the Premises for
           other purposes, including the expenses of installation of a water
           line, meter and fixtures.

6.02  ELECTRICAL SERVICES -

(a)   Tenant's use of electrical services furnished by Landlord shall be subject
      to the following:

      (1)  Tenant's electrical requirements shall be restricted to that
           equipment which individually does not have a name plate rating
           greater than 16 amps at 120 volts, single phase. Collectively,
           Tenant's leased Premises shall not have a computed electrical load
           for overhead lighting and equipment greater than four and one-half
           (4.5) watts per square foot of usable area.

      (2)  Tenant's overhead lighting shall not have a design load greater than
           an average of two (2) watts per square foot of Rentable Area of the
           Premises.

      (3)  Tenant will not install or connect any electrical equipment which in
           Landlord's opinion will overload the wiring installations or
           interfere with the reasonable use thereof by other users in the
           Building. Tenant will not, without Landlord's prior written consent
           in each instance, connect any items such as non-Building standard
           tenant lighting, vending equipment, printing or duplicating machines,
           computers (other than desktop word processors and personal
           computers), auxiliary air conditioners, or other data,
           communications, or electronic equipment to the Building's electrical
           system, or make any alteration or addition to the system. If Tenant
           desires any such items, additional 208/120 volt electrical power
           beyond that supplied by Landlord as provided above, or other special
           power requirements or circuits, then Tenant may request Landlord to
           provide such supplemental power or circuits to the Premises, which
           request Landlord may grant or withhold in its reasonable discretion.
           If Landlord furnishes such power or circuits, Tenant shall pay
           Landlord, on demand, the cost of the design, installation and
           maintenance of the facilities required to provide such additional or
           special electrical power or circuits and the cost of all electric
           current so provided at a rate not to exceed that which would be
           charged by Florida Power & Light, or its successor, if Tenant were a
           direct customer thereof. Landlord may require separate electrical
           metering of such supplemental electrical power or circuits to the
           Premises, and Tenant shall pay, on demand, the cost of the design,
           installation and maintenance of such metering facilities. In no event
           shall Tenant have access to any electrical closets. Tenant agrees
           that any electrical engineering design or contract work shall be
           performed at Tenant's expense by Landlord or an electrical engineer
           and/or electrical contractor designated by Landlord. All invoices
           respecting the design, installation and maintenance of the facilities
           requested by Tenant shall be paid within thirty (30) days of Tenant's
           receipt thereof. Landlord's charge to Tenant for the cost of electric
           current so provided shall be paid within thirty (30) days of receipt
           of invoice by Tenant.

(b)   Tenant shall not place a load upon any floor of the Premises exceeding the
floor load per square foot area which such floor was designed to carry and which
may be allowed by law. Landlord reserves the right to prescribe the weight
limitations and position of all heavy equipment and similar items, and to
prescribe the reinforcing necessary, if any, which in the opinion of the
Landlord may be required under the circumstances, such reinforcing to be at
Tenant's expense.

6.03  ADDITIONAL AND AFTER-HOUR SERVICES - At Tenant's request, Landlord shall
furnish additional quantities of any of the services or utilities specified in
Article 6.01, if Landlord can reasonably do so, on the terms set forth herein.
Tenant shall deliver to Landlord a written request for such additional services
or utilities prior to 2:00 P.M. on Monday through Friday (except National
Holidays) for service on those days, and prior to 2:00 P.M. on the last business
day prior to Saturday, Sunday or a National Holiday, for service on said
Saturday, Sunday or National Holiday.  For services or utilities requested by
Tenant and furnished by Landlord, Tenant shall pay to Landlord as a charge
therefor Landlord's prevailing rates for such services and utilities.  If Tenant
shall fail to make any such payment, Landlord may, upon notice to Tenant and in
addition to Landlord's other remedies under this Lease, discontinue any or all
of the additional

                                       10



services.

6.04   PHONE SERVICES - All telegraph, telephone and electric connections which
Tenant may desire shall be first approved by Landlord in writing, before the
same are installed, and the location of all wires and the work in connection
therewith shall be performed by contractors approved by Landlord and shall be
subject to the direction of Landlord.  Landlord reserves the right to designate
and control the entity or entities providing telephone or other communication
cable installation, repair and maintenance in the Building and to restrict and
control access to telephone cabinets.  In the event Landlord designates a
particular vendor or vendors to provide such cable installation, repair and
maintenance for the Building, Tenant agrees to abide by and participate in such
program.  Tenant shall be responsible for and shall pay all costs incurred in
connection with the installation of telephone cables and related wiring in the
Premises, including, without limitation, any hook-up, access and maintenance
fees related to the installation of such wires and cables in the Premises and
the commencement of service therein, and the maintenance thereafter of such wire
and cables.  Additionally, there shall be included in Operating Expenses for the
Building all installation, hook-up or maintenance costs incurred by Landlord in
connection with telephone cables and related wiring in the Building which are
not allocable to any individual users of such service but are allocable to the
Building generally. If Tenant fails to maintain all telephone cables and related
wiring in the Premises and such failure affects or interferes with the operation
or maintenance of any other telephone cables or related wiring in the Building,
Landlord or any vendor hired by Landlord may enter into and upon the Premises
forthwith and perform such repairs, restorations or alterations as Landlord
deems necessary in order to eliminate any such interference (and Landlord may
recover from Tenant all of Landlord's costs in connection therewith).  Upon the
Termination Date, Tenant agrees to remove all telephone cables and related
wiring installed by Tenant for and during Tenant's occupancy, which Landlord
shall request Tenant to remove. Tenant agrees that neither Landlord nor any of
its agents or employees shall be liable to Tenant, or any of Tenant's employees,
agents, customers or invitees or anyone claiming through, by or under Tenant,
for any damages, injuries, losses, expenses, claims or causes of action because
of any interruption, diminution, delay or discontinuance at any time for any
reason in the furnishing of any telephone service to the Premises and the
Building.

6.05   DELAYS IN FURNISHING SERVICES - Tenant agrees that Landlord shall not be
liable to Tenant for damages or otherwise, for any failure to furnish, or a
delay in furnishing, any service when such failure or delay is occasioned, in
whole or in part, by repairs, improvements or mechanical breakdowns by the act
or default of Tenant or other parties or by an event of Force Majeure. No such
failure or delay shall be deemed to be an eviction or disturbance of Tenant's
use and possession of the Premises, or relieve Tenant from paying Rent or from
performing any other obligations of Tenant under this Lease.

                                 ARTICLE SEVEN
                   POSSESSION, USE AND CONDITION OF PREMISES

7.01   POSSESSION AND USE OF PREMISES -

(a)    Tenant shall be entitled to possession of the Premises when the Landlord
Work is Substantially Complete. Tenant shall occupy and use the Premises only
for the uses specified in Article 1.01 to conduct Tenant's business. Tenant
shall not occupy or use the Premises (or permit the use or occupancy of the
Premises) for any purpose or in any manner which: (1) is unlawful or in
violation of any Law or Environmental Law; (2) may be dangerous to persons or
property or which may increase the cost of, or invalidate, any policy of
insurance carried on the Building or covering its operations; (3) is contrary to
or prohibited by the terms and conditions of this Lease or the rules of the
Building set forth in Article Eighteen; (4) would conflict with any right of
exclusive use granted to any other tenant in the Building; or (5) would tend to
create or continue a nuisance.

(b)    Tenant and Landlord shall each comply with all Environmental Laws
concerning the proper storage, handling and disposal of any Hazardous Material
with respect to the Property. Tenant shall not generate, store, handle or
dispose of any Hazardous Material in, on, or about the Property without the
prior written consent of Landlord. In the event that Tenant is notified of any
investigation or violation of any Environmental Law arising from Tenant's
activities at the Premises, Tenant shall immediately deliver to Landlord a copy
of such notice. In such event or in the event Landlord reasonably believes that
a violation of Environmental Law exists, Landlord may conduct such tests and
studies relating to compliance by Tenant with Environmental Laws or the alleged
presence of Hazardous Materials upon the Premises as Landlord deems desirable,
all of which shall be completed at Tenant's expense. Landlord's inspection and
testing rights are for Landlord's own protection only, and Landlord has not, and
shall not be deemed to have assumed any responsibility to Tenant or any other
party for compliance with Environmental Laws, as a result of the exercise, or
non-exercise of such rights. Tenant shall indemnify, defend, protect and hold
harmless the Indemnitees from any and all loss, claim, expense, liability and
cost (including attorneys' fees) arising out of or in any way related to the
presence of any Hazardous Material introduced to the Premises during the Lease
Term by any party other than Landlord. If any Hazardous Material is released,
discharged

                                       11



or disposed of on or about the Property and such release, discharge or disposal
is not caused by Tenant or other occupants of the Premises, or their employees,
agents or contractors, such release, discharge or disposal shall be deemed
casualty damage under Article Fourteen to the extent that the Premises are
affected thereby; in such case, Landlord and Tenant shall have the obligations
and rights respecting such casualty damage provided under such Article.

(c)    Landlord and Tenant acknowledge that the Americans With Disabilities Act
of 1990 (42 U.S.C '12101 et seq.) and regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented from time to time
(collectively referred to herein as the "ADA") establish requirements for
business operations, accessibility and barrier removal, and that such
requirements may or may not apply to the Premises and the Building depending on,
among other things: (1) whether Tenant's business is deemed a "public
accommodation" or "commercial facility", (2) whether such requirements are
"readily achievable", and (3) whether a given alteration affects a "primary
function area" or triggers "path of travel" requirements. The parties hereby
agree that: (a) Landlord shall be responsible for ADA Title III compliance in
the Common Areas, except as provided below, (b) Tenant shall be responsible for
ADA Title III compliance in the Premises, including any leasehold improvements
or other work to be performed in the Premises under or in connection with this
Lease, (c) Landlord may perform, or require that Tenant perform, and Tenant
shall be responsible for the cost of, ADA Title III "path of travel"
requirements triggered by alterations in the Premises, and (d) Landlord may
perform, or require Tenant to perform, and Tenant shall be responsible for the
cost of, ADA Title III compliance in the Common Areas necessitated by the
Building being deemed to be a "public accommodation" instead of a "commercial
facility" as a result of Tenant's use of the Premises. Tenant shall be solely
responsible for requirements under Title I of the ADA relating to Tenant's
employees.

7.02   LANDLORD ACCESS TO PREMISES -

(a)    Tenant shall permit Landlord to erect, use and maintain pipes, ducts,
wiring and conduits in and through the Premises, so long as Tenant's use, layout
or design of the Premises is not materially affected or altered. Landlord or
Landlord's agents shall have the right to enter upon the Premises in the event
of an emergency, or to inspect the Premises, to perform janitorial and other
services, to conduct safety and other testing in the Premises and to make such
repairs, alterations, improvements or additions to the Premises or the Building
as Landlord may deem necessary or desirable. Janitorial and cleaning services
shall be performed after normal business hours. In connection therewith,
Landlord shall be allowed to store on the Premises all necessary supplies and
materials. Any entry or work by Landlord may be during normal business hours and
Landlord may use reasonable efforts to ensure that any entry or work shall not
materially interfere with Tenant's occupancy of the Premises.

(b)    If Tenant shall not be personally present to permit an entry into the
Premises when for any reason an entry therein shall be necessary or permissible,
Landlord (or Landlord's agents), after attempting to notify Tenant (unless
Landlord believes an emergency situation exists), may enter the Premises without
rendering Landlord or its agents liable therefor (if during such entry Landlord
or Landlord's agent shall accord reasonable care to Tenant's property), and
without relieving Tenant of any obligations under this Lease.

(c)    Landlord may enter the Premises for the purpose of conducting such
inspections,tests and studies as Landlord may deem desirable or necessary to
confirm Tenant's compliance with all Laws and Environmental Laws or for other
purposes necessary in Landlord's reasonable judgment to ensure the sound
condition of the Building and the systems serving the Building. Landlord's
rights under this Article 7.02(c) are for Landlord's own protection only, and
Landlord has not, and shall not be deemed to have assumed any responsibility to
Tenant or any other party for compliance with Laws or Environmental Laws, as a
result of the exercise or non-exercise of such rights.

(d)    Landlord may do any of the foregoing, or undertake any of the inspection
or work described in the preceding paragraphs without such action constituting
an actual or constructive eviction of Tenant, in whole or in part, or giving
rise to an abatement of Rent by reason of loss or interruption of business of
the Tenant, or otherwise.

7.03   QUIET ENJOYMENT - Landlord covenants that so long as Tenant is in
compliance with the covenants and conditions set forth in this Lease, Tenant
shall have the right to quiet enjoyment of the Premises without hindrance or
interference from Landlord or those claiming through Landlord, but at all times
subject to the rights of any Mortgagee or ground lessor.

                                 ARTICLE EIGHT
                                  MAINTENANCE

8.01   LANDLORD'S MAINTENANCE - Subject to the provisions of Article Fourteen,
Landlord shall maintain and make necessary repairs to the foundations, roofs,
exterior walls, and the structural elements of

                                       12



the Building, the electrical, plumbing, heating, ventilation and air
conditioning systems of the Building and the public corridors, washrooms and
lobby of the Building, except that: (a) Landlord shall not be responsible for
the maintenance or repair of any floor or wall coverings in the Premises or any
of such systems which are located within the Premises and are supplemental or
special to the Building's standard systems; and (b) the cost of performing any
of said maintenance or repairs whether to the Premises or to the Building caused
by the negligence of Tenant, its employees, agents, servants, licensees,
subtenants, contractors or invitees, shall be paid by Tenant. Landlord shall not
be liable to Tenant for any expense, injury, loss or damage resulting from work
done in or upon, or the use of, any adjacent or nearby building, land, street,
or alley.

8.02   TENANT'S MAINTENANCE - Subject to the provisions of Article Fourteen,
Tenant, at its expense, shall keep and maintain the Premises and all Tenant
Additions in good order, condition and repair and in accordance with all Laws
and Environmental Laws. Tenant shall not permit waste and shall promptly and
adequately repair all damages to the Premises, fixtures or appurtenances, and
shall replace or repair all damaged or broken glass in the interior of the
Premises. Any repairs or maintenance shall be completed with materials of
similar quality to the original materials, all such work to be completed under
the supervision of Landlord.  Any such repairs or maintenance shall be performed
only by contractors or mechanics approved by Landlord, which approval shall not
be unreasonably withheld, and whose work will not cause or threaten to cause
disharmony or interference with Landlord or other tenants in the Building and
their respective agents and contractors performing work in or about the
Building. If Tenant fails to perform any of its obligations set forth in this
Article 8.02, Landlord may, in its sole discretion and upon 24 hours prior
notice to Tenant (except in the case of emergencies), perform the same, and
Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon
demand.

                                 ARTICLE NINE
                         ALTERATIONS AND IMPROVEMENTS

9.01   TENANT'S ALTERATIONS -

(a)    Except for completion of Tenant Work undertaken by Tenant pursuant to the
Work Letter, attached hereto as Exhibit B, the following provisions shall apply
to the completion of any Tenant Improvements:

       (1)     Tenant shall not, except as provided herein, without the prior
               written consent of Landlord, which consent shall not be
               unreasonably withheld, make or cause to be made any Tenant
               Improvements in or to the Premises or any Building systems
               serving the Premises. Prior to making any Tenant Improvements,
               Tenant shall give Landlord ten (10) days prior written notice (or
               such earlier notice as would be necessary pursuant to applicable
               law) to permit Landlord sufficient time to post appropriate
               notices of non-responsibility or to otherwise object to such
               Tenant Improvements, as may be provided herein. Subject to all
               other requirements of this Article Nine, Tenant may undertake
               Decoration work without Landlord's prior written consent. Tenant
               shall furnish Landlord with the names and addresses of all
               contractors and subcontractors and copies of all contracts. All
               Tenant Improvements shall be completed at such time and in such
               manner as Landlord may from time to time designate, and only by
               contractors or mechanics approved by Landlord, which approval
               shall not be unreasonably withheld, and whose work will not cause
               or threaten to cause disharmony or interference with Landlord or
               other tenants in the Building and their respective agents and
               contractors performing work in or about the Building. Landlord
               may further condition its consent upon Tenant furnishing to
               Landlord and Landlord approving prior to the commencement of any
               work or delivery of materials to the Premises related to the
               Tenant Improvements such of the following as specified by
               Landlord: architectural plans and specifications, opinions from
               engineers reasonably acceptable to Landlord stating that the
               Tenant Improvements will not in any way adversely affect the
               Building's systems, including, without limitation, the
               mechanical, heating, plumbing, security, ventilating, air-
               conditioning, electrical, and the fire and life safety systems in
               the Building, necessary permits and licenses, certificates of
               insurance, and such other documents in such form reasonably
               requested by Landlord. Landlord may, in the exercise of
               reasonable judgment, request that Tenant provide Landlord with
               appropriate evidence of Tenant's ability to complete and pay for
               the completion of the Tenant Improvements such as a performance
               bond or letter of credit. Upon completion of the Tenant
               Improvements, Tenant shall deliver to Landlord an as-built mylar
               and digitized (if available) set of plans and specifications for
               the Tenant Improvements.

       (2)     Tenant shall pay the cost of all Tenant Improvements and the cost
               of decorating the Premises and any work to the Building
               occasioned thereby. In connection with completion of any Tenant
               Improvements, Tenant shall pay Landlord a construction fee and
               all elevator

                                       13



               and hoisting charges at Landlord's then standard rate/1/. Upon
               completion of Tenant Improvements, Tenant shall furnish Landlord
               with contractors' affidavits and full and final waivers of lien
               and receipted bills covering all labor and materials expended and
               used in connection therewith and such other documentation
               reasonably requested by Landlord or Mortgagee.

          (3)  Tenant agrees to complete all Tenant Improvements (i) in
               accordance with all Laws, Environmental Laws, all requirements of
               applicable insurance companies and in accordance with Landlord's
               standard construction rules and regulations, and (ii) in a good
               and workmanlike manner with the use of good grades of materials.
               Tenant shall notify Landlord immediately if Tenant receives any
               notice of violation of any Law in connection with completion of
               any Tenant Improvements and shall immediately take such steps as
               are necessary to remedy such violation. In no event shall such
               supervision or right to supervise by Landlord nor shall any
               approvals given by Landlord under this Lease constitute any
               warranty by Landlord to Tenant of the adequacy of the design,
               workmanship or quality of such work or materials for Tenant's
               intended use or of compliance with the requirements of Article
               9.01(a)(3)(i) and (ii) above or impose any liability upon
               Landlord in connection with the performance of such work.

(b)            All Tenant Additions whether installed by Landlord or Tenant,
               shall without compensation or credit to Tenant, become part of
               the Premises and the property of Landlord at the time of their
               installation and shall remain in the Premises, unless pursuant to
               Article Twelve, Tenant may remove them or is required to remove
               them at Landlord's request.

9.02      LIENS - Tenant shall not permit any lien or claim of lien of any
mechanic, laborer or supplier or any other lien to be filed against the
Building, the Land, the Premises, or any part thereof arising out of work
performed by, or alleged to have been performed by, or at the direction of, or
on behalf of, Tenant. If any such lien or claim of lien is filed, Tenant shall
within ten (10) days of receiving notice of such lien or claim (a) have such
lien or claim of lien released of record or (b) deliver to Landlord a bond in
form, content, amount, and issued by surety, satisfactory to Landlord,
indemnifying, protecting, defending and holding harmless the Indemnitees against
all costs and liabilities resulting from such lien or claim of lien and the
foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the
above actions, Landlord, without investigating the validity of such lien or
claim for lien, may pay or discharge the same and Tenant shall, as payment of
additional Rent hereunder, reimburse Landlord upon demand for the amount so paid
by Landlord, including Landlord's expenses and attorneys' fees.

                                  ARTICLE TEN
                           ASSIGNMENT AND SUBLETTING

10.01     ASSIGNMENT AND SUBLETTING -

(a)       Without the prior written consent of Landlord/2/, Tenant may not
sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit
the transfer of this Lease or the encumbering of Tenant's interest therein in
whole or in part, by operation of law or otherwise, or permit the use or
occupancy of the Premises, or any part thereof, by anyone other than Tenant. If
Tenant desires to enter into any sublease of the Premises or assignment of this
Lease, Tenant shall deliver written notice thereof to Landlord ("Tenant's
Notice"), together with the identity of the proposed subtenant or assignee and
the proposed principal terms thereof and financial and other information
sufficient for Landlord to make an informed judgment with respect to such
proposed subtenant or assignee at least sixty (60)/3/ days prior to the
commencement date of the term of the proposed sublease or assignment. If Tenant
proposes to sublease less than all of the Rentable Area of the Premises, the
space proposed to be sublet and the space retained by Tenant must each be a
marketable unit as reasonably determined by Landlord and otherwise in compliance
with all Laws. Landlord shall notify Tenant in writing of its approval or
disapproval of the proposed sublease or assignment or its decision to exercise
its rights under Article 10.02 within thirty (30)/4/ days after receipt of
Tenant's Notice (and all required information). In no event may Tenant sublease
any portion of the Premises or assign the Lease to any other tenant of the
Building/5/. Tenant shall submit for Landlord's approval (which approval shall
not be unreasonably withheld) any advertising which Tenant or its agents intend
to use with respect to the space proposed to be sublet.

(b)       In making its determination of whether to consent to any proposed
sublease or assignment,

- -------------------------

/1/ , if applicable. Tenant shall not be required to pay Landlord a construction
fee or elevator and hoisting charges in connection with the Tenant Improvements
outlined in the Work Letter Agreement.
/2/ which consent shall not be unreasonably withheld or delayed
/3/ forty-five (45)
/4/ twenty (20)
/5/ without Landlord's consent

                                       14



Landlord may take into consideration the business reputation and credit-
worthiness of the proposed subtenant or assignee; the intended use of the
Premises by the proposed subtenant or assignee; the nature of the business
conducted by such subtenant or assignee and whether such business would be
deleterious to the reputation of the Building or Landlord or would violate the
provisions of any other leases of tenants of the Building; the estimated
pedestrian and vehicular traffic in the Premises and to the Building which would
be generated by the proposed subtenant or assignee; whether the proposed
assignee or subtenant is a department, representative or agency of any
governmental body, foreign or domestic; and any other factors which Landlord
shall in its sole discretion deem relevant. In no event shall Landlord be
obligated to consider a consent to any proposed (i) sublease of the Premises or
assignment of the Lease if a Default then exists under the Lease, or a fact or
condition exists, which but for the giving of notice or the passage of time
would constitute a Default, or (ii) assignment of the Lease which would assign
less than the entire Premises. In the event Tenant believes that Landlord has
wrongfully withheld its consent to any proposed sublease of the Premises or
assignment of the Lease, Tenant's sole and exclusive remedy therefor shall be to
seek specific performance or a declaratory judgment of Landlord's obligations to
consent to such sublease or assignment.

(c)   If Landlord chooses not to recapture the space proposed to be subleased or
assigned as provided in Article 10.02, Landlord shall not unreasonably withhold
its consent to a subletting or assignment under this Article 10.01. Any approved
sublease or assignment shall be expressly subject to the terms and conditions of
this Lease. Any such subtenant or assignee shall execute such documents as
Landlord may reasonably require to evidence such subtenant or assignee's
assumption of such obligations and liabilities. Tenant shall deliver to Landlord
a copy of all agreements executed by Tenant and the proposed subtenant and
assignee with respect to the Premises. Landlord's approval of a sublease or
assignment shall not constitute a waiver of Landlord's right to consent to
further assignments or subleases. Furthermore, Tenant shall remain jointly and
severally liable to perform all terms and conditions of this Lease,
notwithstanding any sublease or assignment to which Landlord may have consented.

(d)   For purposes of this Article Ten, an assignment shall be deemed to include
a change in the majority control of Tenant, resulting from any transfer, sale or
assignment of shares of stock of Tenant occurring by operation of law or
otherwise if Tenant is a corporation whose shares of stock are not traded
publicly. If Tenant is a partnership, any change in the partners of Tenant shall
be deemed to be an assignment.

(e)   Notwithstanding anything to the contrary contained in this Article Ten,
Tenant shall have the right, without the prior written consent of Landlord, to
sublease the Premises, or to assign this Lease to an Affiliate.

10.02 RECAPTURE - Except as provided in Article 10.01(e) Landlord shall have the
option to exclude from the Premises covered by this Lease ("Recapture"), the
space proposed to be sublet or subject to the assignment, effective as of the
proposed commencement date of such sublease or assignment.  If Landlord elects
to Recapture, Tenant shall surrender possession of the space proposed to be
subleased or subject to the assignment to Landlord on the effective date of
Recapture of such space from the Premises, such date being the Termination Date
for such space.  Effective as of the date of Recapture of any portion of the
Premises pursuant to this section, the Monthly Base Rent, Rentable Area of the
Premises and Tenant's Share shall be adjusted accordingly.

10.03 EXCESS RENT - Tenant shall pay Landlord on the first day of each month
during the term of the sublease or assignment, /6/of the amount by which the sum
of all rent and other consideration (direct or indirect) due from the subtenant
or assignee for such month exceeds: (i) that portion of the Monthly Base Rent
and Rent Adjustments due under this Lease for said month which is allocable to
the space sublet or assigned; and (ii) the following costs and expenses for the
subletting or assignment of such space: (1) brokerage commissions and attorneys'
fees and expenses, (2) advertising for subtenants or assignees; (3) the actual
costs paid in making any improvements or substitutions in the Premises required
by any sublease or assignment; and (4) "free rent" periods, costs of any
inducements or concessions given to subtenant or assignee, moving costs, and
other amounts in respect of such subtenant's or assignee's other leases or
occupancy arrangements. All such costs will be amortized over the term of the
sublease or assignment pursuant to sound accounting principles.

10.04 TENANT LIABILITY - In the event of any sublease or assignment, Tenant
shall not be released or discharged from any liability, whether past, present or
future, under this Lease, including any liability arising from the exercise of
any renewal or expansion option, to the extent expressly permitted by Landlord.
If Landlord grants consent to such sublease or assignment, Tenant shall pay all
reasonable attorneys' fees and expenses incurred by Landlord with respect to
such assignment or sublease.  In addition, if Tenant has any options to extend
the term of this Lease or to add other space to the Premises, such options shall
not be

- ----------------------
/6/ seventy-five percent (75%)

                                       15



available to any subtenant or assignee, directly or indirectly without
Landlord's express written consent, which may be given, or not given, in
Landlord's sole discretion.

10.05 ASSUMPTION AND ATTORNMENT - If Tenant shall assign this Lease as permitted
herein, the assignee shall expressly assume all of the obligations of Tenant
hereunder in a written instrument satisfactory to Landlord and furnished to
Landlord not later than fifteen (15) days prior to the effective date of the
assignment. If Tenant shall sublease the Premises as permitted herein, Tenant
shall, at Landlord's option, within fifteen (15) days following any request by
Landlord, obtain and furnish to Landlord the written agreement of such subtenant
to the effect that the subtenant will attorn to Landlord and will pay all
subrent directly to Landlord.

                                ARTICLE ELEVEN
                             DEFAULT AND REMEDIES

11.01 EVENTS OF DEFAULT - The occurrence or existence of any one or more of the
following shall constitute a "Default" by Tenant under this Lease:

          (i)    tenant fails to pay any installment or other payment of Rent
including without limitation Rent Adjustment Deposits or Rent Adjustments within
three (3) days after the date when due/7/;

          (ii)   tenant fails to observe or perform any of the other covenants,
conditions or provisions of this Lease or the Work Letter and fails to cure such
default within fifteen (15) days after written notice thereof to Tenant (unless
the default involves a hazardous condition, which shall be cured forthwith);

          (iii)  the interest of Tenant in this Lease is levied upon under
execution or other legal process;

          (iv)   tenant notifies Landlord, at any time prior to the Commencement
Date, that Tenant does not intend to take occupancy of the Premises upon the
Commencement Date, or Tenant shall fail to promptly move into and take
possession of the Premises when the Premises are ready for occupancy or shall
cease to do business in or abandon any substantial portion of the Premises;

          (v)    a petition is filed by or against Tenant to declare Tenant
bankrupt or seeking a plan of reorganization or arrangement under any Chapter of
the Bankruptcy Code, or any amendment, replacement or substitution therefor, or
to delay payment of, reduce or modify Tenant's debts, which in the case of an
involuntary action is not discharged within thirty (30) days;

          (vi)   tenant is declared insolvent by law or any assignment of
Tenant's property is made for the benefit of creditors;

          (vii)  a receiver is appointed for Tenant or Tenant's property, which
appointment is not discharged within thirty (30) days;

          (viii) any action is taken by or against Tenant to reorganize or
modify Tenant's capital structure in a materially adverse way which in the case
of an involuntary action is not discharged within thirty (30) days;

          (ix)   upon the dissolution of Tenant; or

          (x)    upon the third occurrence within any Lease Year that Tenant
fails to pay Rent when due or has breached a particular covenant of this Lease
(whether or not such failure or breach is thereafter cured within any stated
cure or grace period or statutory period).

11.02 LANDLORD'S REMEDIES -

(a)   If a Default occurs, Landlord shall have the rights and remedies
hereinafter set forth, which shall be distinct and cumulative, and which shall
be in addition to all other remedies available under applicable law: (i)
Landlord may terminate this Lease by giving Tenant notice of Landlord's election
to do so, in which event, the term of this Lease shall end and all of Tenant's
rights and interests shall expire on the date stated in such notice; (ii)
Landlord may terminate Tenant's right of possession of the Premises without
terminating this Lease by giving notice to Tenant that Tenant's right of
possession shall end on the date specified in such notice; or (iii) Landlord may
enforce the provisions of this Lease and may enforce and protect the rights of
the Landlord hereunder by a suit or suits in equity or at law for the specific
performance of any covenant or agreement contained herein, or for the
enforcement of any other appropriate legal or equitable remedy,

- -----------------------
/7/, provided that one time during the Term, default shall not occur until five
(5) days after notice from Landlord that Rent is past due

                                       16



including but not limited to the right to accelerate all Rent and other sums due
hereunder and thereby seek the immediate recovery of all monies due or to become
due for the balance of the Term from Tenant under any of the provisions of this
Lease.

(b)   In the event that Landlord terminates the Lease, Landlord shall be
entitled to recover as damages for loss of the bargain and not as a penalty, the
accelerated Rent for the balance of the Term, plus all Landlord's expenses of
reletting, including without limitation, repairs, alterations, improvements,
additions, decorations, legal fees and brokerage commissions (collectively, the
"Reletting Expenses").

(c)   In the event Landlord proceeds pursuant to subparagraph (a)(ii) above,
Landlord may, but shall not be obligated to (except as may be required by law),
relet the Premises, or any part thereof for the account of Tenant, for such rent
and term and upon such terms and conditions as are reasonably acceptable to
Landlord. For purposes of such reletting, Landlord is authorized to decorate,
repair, alter and improve the Premises to the extent reasonably necessary or
desirable. If the Premises are relet and the consideration realized therefrom
after payment of all Landlord's Reletting Expenses, is insufficient to satisfy
the payment when due of Rent reserved under this Lease for any monthly period,
then Tenant shall pay Landlord upon demand any such deficiency monthly, or at
Landlord's option, Tenant shall pay the accelerated deficiency which Landlord
reasonably estimates will be due for the remainder of the Term. If such
consideration is greater than the amount necessary to pay the full amount of the
Rent, the full amount of such excess shall be retained by Landlord and shall in
no event be payable to Tenant. Tenant agrees that upon its Default, Landlord may
either file suit to collect the accelerated Rent and all other sums due for the
remainder of the Term, or may file suit to recover any sums due to Landlord
hereunder from time to time, in which event such suit or recovery of any amount
due Landlord hereunder shall not be any defense to any subsequent action brought
for any amount not theretofore reduced to judgment in favor of Landlord.

(d)   In the event a Default occurs, Landlord may, at Landlord's option, enter
into the Premises, remove Tenant's property, fixtures, furnishings, signs and
other evidences of tenancy, and take and hold such property; provided, however,
that such entry and possession shall not terminate this Lease or release Tenant,
in whole or in part, from Tenant's obligation to pay the Rent reserved hereunder
for the full Term or from any other obligation of Tenant under this Lease. Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of the Lease or law, to which Tenant is or may be entitled, may be
handled, removed or stored by Landlord at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in the Landlord's possession or under the
Landlord's control. Any such property of Tenant not retaken from storage by
Tenant within thirty (30) days after the Termination Date, shall be conclusively
presumed to have been conveyed by Tenant to Landlord under this Lease as a bill
of sale without further payment or credit by Landlord to Tenant.

11.03 ATTORNEY'S FEES - Tenant shall be liable for, and shall pay upon demand,
all costs and expenses, including reasonable attorneys' fees, incurred by
Landlord in enforcing the Tenant's performance of its obligations under this
Lease, or resulting from Tenant's Default (regardless of whether suit is
initiated), or incurred by Landlord in any litigation, negotiation or
transaction in which Tenant causes Landlord, without Landlord's fault, to become
involved or concerned.

11.04 BANKRUPTCY - The following provisions shall apply in the event of the
bankruptcy or insolvency of Tenant:

(a)   In connection with any proceeding under Chapter 7 of the Bankruptcy Code
where the trustee of Tenant elects to assume this Lease for the purposes of
assigning it, such election or assignment, may only be made upon compliance with
the provisions of (b) and (c) below, which conditions Landlord and Tenant
acknowledge to be commercially reasonable. In the event the trustee elects to
reject this Lease then Landlord shall immediately be entitled to possession of
the Premises without further obligation to Tenant or the trustee.

(b)   Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy
Code by Tenant as debtor-in-possession or by Tenant's trustee (the "Electing
Party") must provide for:

      The Electing Party to cure or provide to Landlord adequate assurance that
      it will cure all monetary defaults under this Lease within fifteen (15)
      days from the date of assumption and it will cure all nonmonetary defaults
      under this Lease within thirty (30) days from the date of assumption.
      Landlord and Tenant acknowledge such condition to be commercially
      reasonable.

(c)   If the Electing Party has assumed this Lease or elects to assign Tenant's
interest under this Lease to any other person, such interest may be assigned
only if the intended assignee has provided adequate assurance of future
performance (as herein defined), of all of the obligations imposed on Tenant
under this

                                       17



Lease.

      For the purposes hereof, "adequate assurance of future performance" means
      that Landlord has ascertained that each of the following conditions has
      been satisfied:

       (i)   The assignee has submitted a current financial statement, certified
             by its chief financial officer, which shows a net worth and working
             capital in amounts sufficient to assure the future performance by
             the assignee of Tenant's obligations under this Lease; and

       (ii)  Landlord has obtained consents or waivers from any third parties
             which may be required under a lease, mortgage, financing
             arrangement, or other agreement by which Landlord is bound, to
             enable Landlord to permit such assignment. Landlord and Tenant
             acknowledge such condition to be commercially reasonable.

(d)   Landlord's acceptance of rent or any other payment from any trustee,
receiver, assignee, person, or other entity will not be deemed to have waived,
or waive, the requirement of Landlord's consent, Landlord's right to terminate
this Lease for any transfer of Tenant's interest under this Lease without such
consent, or Landlord's claim for any amount of Rent due from Tenant.

                                ARTICLE TWELVE
                             SURRENDER OF PREMISES

12.01 IN GENERAL - Upon the Termination Date, Tenant shall surrender and vacate
the Premises immediately and deliver possession thereof to Landlord in a clean,
good and tenantable condition, ordinary wear and tear, and damage caused by
Landlord excepted.  Tenant shall deliver to Landlord all keys to the Premises.
Tenant shall be entitled to remove from the Premises all movable personal
property of Tenant, Tenant's trade fixtures and such Tenant Additions which at
the time of their installation Landlord and Tenant agreed may be removed by
Tenant. Tenant shall also remove such other Tenant Additions as required by
Landlord, including, but not limited to, any Tenant Additions containing
Hazardous Materials.  Tenant immediately shall repair all damage resulting from
removal of any of Tenant's property, furnishings or Tenant Additions, shall
close all floor, ceiling and roof openings and shall restore the Premises to a
tenantable condition as reasonably determined by Landlord. If any of the Tenant
Additions which were installed by Tenant involved the lowering of ceilings,
raising of floors or the installation of specialized wall or floor coverings or
lights, then Tenant shall also be obligated to return such surfaces to their
condition prior to the commencement of this Lease.  Tenant shall also be
required to close any staircases or other openings between floors occasioned by
any Tenant Additions. In the event possession of the Premises is not delivered
to Landlord when required hereunder, or if Tenant shall fail to remove those
items described above, Landlord may, at Tenant's expense, remove any of such
property therefrom without any liability to Landlord and undertake, at Tenant's
expense such restoration work as Landlord deems necessary or advisable.

12.02 LANDLORD'S RIGHTS - All property which may be removed from the Premises by
Landlord shall be conclusively presumed to have been abandoned by Tenant and
Landlord may deal with such property as provided in Article 11.02(d).  Tenant
shall also reimburse Landlord for all costs and expenses incurred by Landlord in
removing any of Tenant Additions and in restoring the Premises to the condition
required by this Lease at the Termination Date.

                               ARTICLE THIRTEEN
                                 HOLDING OVER

Tenant shall pay Landlord the greater of (i) /8/ the monthly Rent payable for
the month immediately preceding the holding over (including increases for Rent
Adjustments which Landlord may reasonably estimate) /9/or, (ii) /10/ the fair
market rental value of the Premises as reasonably determined by Landlord for
each month or portion thereof that Tenant holds over/11/, or otherwise retains
possession of the Premises, or any portion thereof, after the Termination Date
(without reduction for any partial month that Tenant retains possession)/12/.
Tenant shall also pay all damages sustained by Landlord by reason of such
holding over or retention of possession. The provisions of this Article shall
not constitute a waiver by Landlord of any re-entry rights of Landlord and
Tenant's continued occupancy of the Premises shall be as a tenancy in

- -----------------------
/8/  one and one half times
/9/  for the first three (3) months of the holding over and double the monthly
Rent payable for the month immediately preceding the holding over (including
increases for Rent Adjustments which Landlord may reasonably estimate) for
holding months thereafter
/10/ one and one half times
/11/ for the first three (3) months or any portion thereof that Tenant holds
over
/12/ and double the fair market value of the Premises as reasonably determined
by Landlord for holding months thereafter

                                       18



sufferance. If Tenant retains possession of the Premises, or any part thereof
for thirty (30) or more days after the Termination Date, then at the sole option
of Landlord expressed by written notice to Tenant, but not otherwise, such
holding over shall constitute a renewal of this Lease for a period of one (1)
year on the same terms and conditions (including those with respect to the
payment of Rent) as provided in this Lease, except that the Monthly Base Rent
for such period shall be equal to the greater of (i) 150% of the Monthly Base
Rent payable during the month preceding the Termination Date, or (ii) 150% of
the monthly base rent then being quoted by Landlord for similar space in the
Building.

                               ARTICLE FOURTEEN
                       DAMAGE BY FIRE OR OTHER CASUALTY

14.01 SUBSTANTIAL UNTENANTABILITY -

(a)   If any fire or other casualty (whether insured or uninsured) renders all
or a substantial portion of the Premises or the Building untenantable, Landlord
s1hall, with reasonable promptness after the occurrence of such damage, estimate
the length of time that will be required to Substantially Complete the repair
and restoration and shall by notice advise Tenant of such estimate ("Landlord's
Notice"). If Landlord estimates that the amount of time required to
Substantially Complete such repair and restoration will exceed one hundred
eighty (180) days from the date such damage occurred, then Landlord, or Tenant
if all or a substantial portion of the Premises is rendered untenantable, shall
have the right to terminate this Lease as of the date of such damage upon giving
written notice to the other at any time within twenty (20) days after delivery
of Landlord's Notice, provided that if Landlord so chooses, Landlord's Notice
may also constitute such notice of termination.

(b)   Unless this Lease is terminated as provided in the preceding subparagraph,
Landlord shall proceed with reasonable promptness to repair and restore the
Premises to its condition as existed prior to such casualty, subject to
reasonable delays for insurance adjustments and Force Majeure delays, and also
subject to zoning laws and building codes then in effect. Landlord shall have no
liability to Tenant, and Tenant shall not be entitled to terminate this Lease if
such repairs and restoration are not in fact completed within the time period
estimated by Landlord so long as Landlord shall proceed with reasonable
diligence to complete such repairs and restoration.

(c)   Tenant acknowledges that Landlord shall be entitled to the full proceeds
of any insurance coverage, whether carried by Landlord or Tenant, for damages to
the Premises, except for those proceeds of Tenant's insurance of its own
personal property and equipment which would be removable by Tenant at the
Termination Date. All such insurance proceeds shall be payable to Landlord
whether or not the Premises are to be repaired and restored.

(d)   Notwithstanding anything to the contrary herein set forth: (i) Landlord
shall have no duty pursuant to this Article to repair or restore any portion of
any Tenant Additions or to expend for any repair or restoration of the Premises
or Building amounts in excess of insurance proceeds paid to Landlord and
available for repair or restoration; and (ii) Tenant shall not have the right to
terminate this Lease pursuant to this Article if any damage or destruction was
caused by the act, omission or neglect of Tenant, its agents or employees.

(e)   Any repair or restoration of the Premises performed by Tenant shall be in
accordance with the provisions of Article Nine hereof.

14.02 INSUBSTANTIAL UNTENANTABILITY - If the Premises or the Building is damaged
by a casualty but neither is rendered substantially untenantable, then Landlord
shall proceed to repair and restore the Building or the Premises, other than
Tenant Additions, with reasonable promptness, unless such damage is to the
Premises and occurs during the last six (6) months of the Term, in which event
either Tenant or Landlord shall have the right to terminate this Lease as of the
date of such casualty by giving written notice thereof to the other within
twenty (20) days after the date of such casualty.

14.03 RENT ABATEMENT - Except for the negligence or willful act of Tenant or its
agents, employees, contractors or invitees, if all or any part of the Premises
are rendered untenantable by fire or other casualty and this Lease is not
terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of
the Premises which is untenantable on a per diem basis from the date of the
casualty until Landlord has Substantially Completed the repair and restoration
work in the Premises which it is required to perform, provided, that as a result
of such casualty, Tenant does not occupy the portion of the Premises which is
untenantable during such period.

                                ARTICLE FIFTEEN
                                EMINENT DOMAIN

                                       19



15.01 TAKING OF WHOLE OR SUBSTANTIAL PART - In the event the whole or any
substantial part of the Building or of the Premises is taken or condemned by any
competent authority for any public use or purpose (including a deed given in
lieu of condemnation) and is thereby rendered untenantable, this Lease shall
terminate as of the date title vests in such authority, and Monthly Base Rent
and Rent Adjustments shall be apportioned as of the Termination Date.
Notwithstanding anything to the contrary herein set forth, in the event the
taking is temporary (for less than the remaining term of the Lease), Landlord
may elect either (i) to terminate this Lease or (ii) permit Tenant to receive
the entire award in which case Tenant shall continue to pay Rent and this Lease
shall not terminate.

15.02 TAKING OF PART - In the event a part of the Building or the Premises is
taken or condemned by any competent authority (or a deed is delivered in lieu of
condemnation) and this Lease is not terminated, the Lease shall be amended to
reduce or increase, as the case may be, the Monthly Base Rent and Tenant's
Proportionate Share to reflect the Rentable Area of the Premises or Building, as
the case may be, remaining after any such taking or condemnation. Landlord, upon
receipt and to the extent of the award in condemnation (or proceeds of sale)
shall make necessary repairs and restorations to the Premises (exclusive of
Tenant Additions) and to the Building to the extent necessary to constitute the
portion of the Building not so taken or condemned as a complete architectural
unit.  Notwithstanding the foregoing, if as a result of any taking, or a
governmental order that the grade of any street or alley adjacent to the
Building is to be changed and such taking or change of grade makes it necessary
or desirable to substantially remodel or restore the Building or, in the
Landlord's sole discretion, prevents the economical operation of the Building,
Landlord shall have the right to terminate this Lease upon ninety (90) days
prior written notice to Tenant.

15.03 COMPENSATION - Landlord shall be entitled to receive the entire award (or
sale proceeds) from any such taking, condemnation or sale without any payment to
Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such
award; provided, however, Tenant shall have the right separately to pursue
against the condemning authority a separate award in respect of the loss, if
any, to Tenant Additions paid for by Tenant without any credit or allowance from
Landlord so long as there is no diminution of Landlord's award as a result.

                                ARTICLE SIXTEEN
                                   INSURANCE

16.01 TENANT'S INSURANCE - Tenant, at Tenant's expense, agrees to maintain in
force, with a company or companies acceptable to Landlord, during the Term: (a)
Commercial General Liability Insurance on a primary basis and without any right
of contribution from any insurance carried by Landlord covering the Premises on
an occurrence basis against all claims for personal injury, bodily injury, death
and property damage, including contractual liability covering the
indemnification provisions in this Lease.  Such insurance shall be for such
limits that are reasonably required by Landlord from time to time but not less
than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00);
(b) Workers' Compensation and Employers' Liability Insurance for an amount of
not less than One Million and No/100 Dollars ($1,000,000.00), both in accordance
with the laws of the State of Florida; (c) "All Risks" property insurance in an
amount adequate to cover the full replacement cost of all equipment,
installations, fixtures and contents of the Premises in the event of loss and
any such policy shall contain a provision requiring the insurance carriers to
waive their rights of subrogation against Landlord; (d) In the event a motor
vehicle is to be used by Tenant in connection with its business operation from
the Premises, Comprehensive Automobile Liability Insurance coverage with limits
of not less than Three Million and No/100 Dollars ($3,000,000.00) combined
single limit coverage against bodily injury liability and property damage
liability arising out of the use by or on behalf of Tenant, its agents and
employees in connection with this Lease, of any owned, non-owned or hired motor
vehicles; and (e) such other insurance or coverages as Landlord reasonably
requires.

16.02 FORM OF POLICIES - Each policy referred to in 16.01 shall satisfy the
following requirements.  Each policy shall (i) name Landlord and Property
Manager and the Indemnitees as additional insureds, (ii) be issued by one or
more responsible insurance companies licensed to do business in the State of
Florida, and reasonably satisfactory to Landlord, (iii) where applicable,
provide for deductible amounts satisfactory to Landlord and not permit co-
insurance, (iv) shall provide that such insurance may not be canceled or amended
without thirty (30) days' prior written notice to the Landlord, and (v) shall
provide that the policy shall not be invalidated should the insured waive in
writing prior to a loss, any or all rights of recovery against any other party
for losses covered by such policies.  Tenant shall deliver to Landlord
certificates of insurance, and at Landlord's request, copies of all policies and
renewals thereof to be maintained by Tenant hereunder, not less than ten (10)
days prior to the Commencement Date and not less than ten (10) days prior to the
expiration date of each policy.

16.03 LANDLORD'S INSURANCE - Landlord agrees to purchase and keep in full force
and effect during the Term hereof, including any extensions or renewals thereof,
insurance under policies issued by insurers of recognized responsibility,
qualified to do business in the State of Florida on the Building in

                                       20



amounts not less than the greater of eighty (80%) percent of the then full
replacement cost (without depreciation) of the Building (above foundations) or
an amount sufficient to prevent Landlord from becoming a co-insurer under the
terms of the applicable policies, against fire and such other risks as may be
included in standard forms of all risk coverage insurance reasonably available
from time to time. Landlord agrees to maintain in force during the Term,
Commercial General Liability Insurance covering the Building on an occurrence
basis against all claims for personal injury, bodily injury, death and property
damage. Such insurance shall be for a combined single limit of Five Million and
No/100 Dollars ($5,000,000.00). Neither Landlord's obligation to carry such
insurance nor the carrying of such insurance shall be deemed to be an indemnity
by Landlord with respect to any claim, liability, loss, cost or expense due, in
whole or in part, to Tenant's negligent acts or omissions or willful misconduct.

16.04 WAIVER OF SUBROGATION -

(a)   Landlord agrees that, if obtainable at no, or minimal, additional cost, it
will include in its "All Risks" policies appropriate clauses pursuant to which
the insurance companies (i) waive all right of subrogation against Tenant with
respect to losses payable under such policies and/or (ii) agree that such
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all right of recovery against any party for losses covered by such
policies.

(b)   Tenant agrees to include, if obtainable, at no, or minimal, additional
cost, in its "All Risks" insurance policy or policies on its furniture,
furnishings, fixtures and other property removable by Tenant under the
provisions of its lease of space in the Building appropriate clauses pursuant to
which the insurance company or companies (i) waive the right of subrogation
against Landlord and/or any tenant of space in the Building with respect to
losses payable under such policy or policies and/or (ii) agree that such policy
or policies shall not be invalidated should the insured waive in writing prior
to a loss any or all right of recovery against any party for losses covered by
such policy or policies. If Tenant is unable to obtain in such policy or
policies either of the clauses described in the preceding sentence, Tenant
shall, if legally possible and without necessitating a change in insurance
carriers, have Landlord named in such policy or policies as an additional
insured. If Landlord shall be named as an additional insured in accordance with
the foregoing, Landlord agrees to endorse promptly to the order of Tenant,
without recourse, any check, draft, or order for the payment of money
representing the proceeds of any such policy or representing any other payment
growing out of or connected with said policies, and Landlord does hereby
irrevocably waive any and all rights in and to such proceeds and payments.

(c)   Provided that Landlord's right of full recovery under its policy or
policies aforesaid is not adversely affected or prejudiced thereby, Landlord
hereby waives any and all right of recovery which it might otherwise have
against Tenant, its servants, agents and employees, for loss or damage occurring
to the Building and the fixtures, appurtenances and equipment therein, to the
extent the same is covered by Landlord's insurance, notwithstanding that such
loss or damage may result from the negligence or fault of Tenant, its servants,
agents or employees. Provided that Tenant's right of full recovery under its
aforesaid policy or policies is not adversely affected or prejudiced thereby,
Tenant hereby waives any and all right of recovery which it might otherwise have
against Landlord, its servants, and employees and against every other tenant in
the Building who shall have executed a similar waiver as set forth in this
Article 16.04 (c) for loss or damage to Tenant's furniture, furnishings,
fixtures and other property removable by Tenant under the provisions hereof to
the extent that same is covered by Tenant's insurance, notwithstanding that such
loss or damage may result from the negligence or fault of Landlord, its
servants, agents or employees, or such other tenant and the servants, agents or
employees thereof.

(d)   Landlord and Tenant hereby agree to advise the other promptly if the
clauses to be included in their respective insurance policies pursuant to
subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore
provided and thereafter to furnish the other with a certificate of insurance or
copy of such policies showing the naming of the other as an additional insured,
as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly
of any cancellation or change of the terms of any such policy which would affect
such clauses or naming. All such policies which name both Landlord and Tenant as
additional insureds shall, to the extent obtainable, contain agreements by the
insurers to the effect that no act or omission of any additional insured will
invalidate the policy as to the other additional insureds.

16.05 NOTICE OF CASUALTY - Tenant shall give Landlord notice in case of a fire,
accident or any other casualty or insured event in the Premises promptly after
Tenant is aware of such event.

                               ARTICLE SEVENTEEN
                        WAIVER OF CLAIMS AND INDEMNITY

17.01 WAIVER OF CLAIMS - To the extent permitted by law, Tenant releases the
Indemnitees from, and waives all claims for, damage to person or property
sustained by the Tenant or any occupant of the Building or Premises resulting
directly or indirectly from any existing or future condition, defect, matter or

                                       21



thing in and about the Property or the Premises or any part of either or any
equipment or appurtenance therein, or resulting from any accident in or about
the Property, or resulting directly or indirectly from any act or neglect of any
tenant or occupant of the Building or of any other person, including Landlord's
agents and servants, except where resulting from the willful and wrongful act of
any of the Indemnitees.  Tenant hereby waives any consequential damages,
compensation or claims for inconvenience or loss of business, rents, or profits
as a result of such injury or damage. If any such damage, whether to the
Premises or to any part of the Property or any part thereof, or whether to
Landlord or to other tenants in the Building, results from any act or neglect of
Tenant, its employees, servants, agents, contractors, invitees and customers,
Tenant shall be liable therefor and Landlord may, at Landlord's option, repair
such damage and Tenant shall, upon demand by Landlord, as payment of additional
Rent hereunder, reimburse Landlord within ten (10) days of demand for the total
cost of such repairs, in excess of amounts, if any, paid to Landlord under
insurance covering such damages.  Tenant shall not be liable for any damage
caused by its acts or neglect if Landlord or a tenant has recovered the full
amount of the damage from proceeds of insurance policies and the insurance
company has waived its right of subrogation against Tenant.

17.02 INDEMNITY BY TENANT - To the extent permitted by law, Tenant agrees to
indemnify, protect, defend and hold the Indemnitees harmless from and against
any and all actions, claims, demands, costs and expenses, including reasonable
attorney's fees and expenses for the defense thereof, arising from Tenant's
occupancy of the Premises, from the undertaking of any Tenant Additions or
repairs to the Premises, from the conduct of Tenant's business on the Premises,
or from any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of Tenant to be performed pursuant to the
terms of this Lease, or from any willful or negligent act or omission of Tenant,
its agents, contractors, servants, employees, customers or invitees, in or about
the Premises, but only to the extent of Landlord's liability, if any, in excess
of amounts, if any, paid to Landlord under insurance covering such claims or
liabilities.  In case of any action or proceeding brought against the
Indemnitees by reason of any such claim, upon notice from Landlord, Tenant
covenants to defend such action or proceeding by counsel reasonably satisfactory
to Landlord.

                               ARTICLE EIGHTEEN
                             RULES AND REGULATIONS

18.01 RULES - Tenant agrees for itself and for its subtenants, employees,
agents, and invitees to comply with the rules and regulations listed on Exhibit
C attached hereto and with all reasonable modifications and additions thereto
which Landlord may make from time to time.

18.02 ENFORCEMENT - Nothing in this Lease shall be construed to impose upon the
Landlord any duty or obligation to enforce the rules and regulations as set
forth on Exhibit C or as hereafter adopted, or the terms, covenants or
conditions of any other lease as against any other tenant, and the Landlord
shall not be liable to the Tenant for violation of the same by any other tenant,
its servants, employees, agents, visitors or licensees.  Landlord shall use
reasonable efforts to enforce the rules and regulations of the Building in a
uniform and non-discriminatory manner.  Tenant shall pay to Landlord all damages
caused by Tenant's failure to comply with the provisions of this Article
Eighteen and shall also pay to Landlord as additional Rent an amount equal to
any increase in insurance premiums caused by such failure to comply.

                                       22



                               ARTICLE NINETEEN
                          LANDLORD'S RESERVED RIGHTS

Landlord shall have the following rights exercisable without notice to Tenant
and without liability to Tenant for damage or injury to persons, property or
business and without being deemed an eviction or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for setoff or abatement
of Rent: (1) To change the Building's name or street address upon thirty (30)
days' prior written notice to Tenant; (2) To install, affix and maintain any
signs now or hereafter existing on the exterior and/or interior of the Building;
(3) To designate and/or approve prior to installation, all types of signs,
window shades, blinds, drapes, awnings or other similar items, and all internal
lighting that may be visible from the exterior of the Premises; (4) Upon
reasonable notice to Tenant, to display the Premises to prospective tenants at
reasonable hours during the last twelve (12) months of the Term; (5) To grant to
any party the exclusive right to conduct any business or render any service in
or to the Building, provided such exclusive right shall not operate to prohibit
Tenant from using the Premises for the purpose permitted hereunder; (6) To
change the arrangement and/or location of entrances or passageways, doors and
doorways, corridors, elevators, stairs, washrooms or public portions of the
Building, and to close entrances, doors, corridors, elevators or other
facilities, provided that such action shall not materially and adversely
interfere with Tenant's access to the Premises or the Building; (7) To have
access for Landlord and other tenants of the Building to any mail chutes and
boxes located in or on the Premises as required by any applicable rules of the
United States Post Office; and (8) To close the Building after normal business
hours, except that Tenant and its employees and invitees shall be entitled to
admission at all times, under such regulations as Landlord prescribes for
security purposes.

                                ARTICLE TWENTY
                             ESTOPPEL CERTIFICATE

20.01 IN GENERAL - Within fifteen (15) days after request therefor by Landlord,
Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in
such request to execute an Estoppel Certificate in recordable form, binding upon
Tenant, certifying (i) that this Lease is unmodified and in full force and
effect (or if there have been modifications, a description of such modifications
and that this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that Tenant is in the possession of the Premises
if that is the case; (iv) that Landlord is not in default under this Lease, or,
if Tenant believes Landlord is in default, the nature thereof in detail; (v)
that Tenant has no off-sets or defenses to the performance of its obligations
under this Lease (or if Tenant believes there are any off-sets or defenses, a
full and complete explanation thereof); (vi) that the Premises have been
completed in accordance with the terms and provisions hereof or the Work Letter,
that Tenant has accepted the Premises and the condition thereof and of all
improvements thereto and has no claims against Landlord or any other party with
respect thereto; (vii) that if an assignment of rents or leases has been served
upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and
agree to be bound by the provisions thereof; (viii) that Tenant will give to the
Mortgagee copies of all notices required or permitted to be given by Tenant to
Landlord; and (ix) any other information reasonably requested.

20.02 ENFORCEMENT - In the event that Tenant fails to deliver an Estoppel
Certificate, then such failure shall be a Default for which there shall be no
cure or grace period. In addition to any other remedy available to Landlord,
Landlord may impose a penalty equal to $500.00 for each day that Tenant fails to
deliver an Estoppel Certificate and Tenant shall be deemed to have irrevocably
appointed Landlord as Tenant's attorney-in-fact to execute and deliver such
Estoppel Certificate.

                              ARTICLE TWENTY-ONE
                             RELOCATION OF TENANT

At any time after the date of this Lease, Landlord may substitute for the
Premises, other premises in the Building (the "New Premises"), in which event
the New Premises shall be deemed to be the Premises for all purposes under this
Lease, provided that (i) the New Premises shall be substantially similar to the
Premises in area, elevator bank proximity and configuration; (ii) if Tenant is
then occupying the Premises, Landlord shall pay the actual and reasonable
expenses of physically moving Tenant, its property and equipment to the New
Premises; (iii) Landlord shall give Tenant not less than sixty (60) days' prior
written notice of such substitution; and (iv) Landlord, at its expense, shall
improve the New Premises with improvements substantially similar to those in the
Premises at the time of such substitution, if the Premises are then improved.

                              ARTICLE TWENTY-TWO
                              REAL ESTATE BROKERS

Tenant represents that, except for Advantis Commercial Real Estate Services
                                   ----------------------------------------
Company and CLW Real Estate Services Group, Tenant has not dealt with any real
- ------------------------------------------
estate broker, sales person, or finder in connection

                                       23



with this Lease, and no such person initiated or participated in the negotiation
of this Lease, or showed the Premises to Tenant. Tenant hereby agrees to
indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from
and against any and all liabilities and claims for commissions and fees arising
out of a breach of the foregoing representation. Landlord shall be responsible
for the payment of all commissions to the broker, if any, specified in this
Article.

                             ARTICLE TWENTY-THREE
                             MORTGAGEE PROTECTION

23.01 SUBORDINATION AND ATTORNMENT - This Lease is and shall be expressly
subject and subordinate at all times to (i) any ground or underlying lease of
the Real Property, now or hereafter existing, and all amendments, renewals and
modifications to any such lease, and (ii) the lien of any first mortgage or
trust deed now or hereafter encumbering fee title to the Real Property and/or
the leasehold estate under any such lease, unless such ground lease or ground
lessor, or mortgage or Mortgagee, expressly provides or elects that the Lease
shall be superior to such lease or mortgage. If any such mortgage or trust deed
is foreclosed, or if any such lease is terminated, upon request of the Mortgagee
or ground lessor, as the case may be, Tenant will attorn to the purchaser at the
foreclosure sale or to the ground lessor under such lease, as the case may be,
provided, however, that such purchaser or ground lessor shall not be (i) bound
by any payment of Rent for more than one month in advance except payments in the
nature of security for the performance by Tenant of its obligations under this
Lease; (ii) subject to any offset, defense or damages arising out of a default
of any obligations of any preceding Landlord; or (iii) bound by any amendment or
modification of this Lease made without the written consent of the Mortgagee or
ground lessor; or (iv) liable for any security deposits not actually received in
cash by such purchaser or ground lessor.  This subordination shall be self-
operative and no further certificate or instrument of subordination need be
required by any such Mortgagee or ground lessor. In confirmation of such
subordination, however, Tenant shall execute promptly any reasonable certificate
or instrument that Landlord, Mortgagee or ground lessor may request.  Tenant
hereby constitutes Landlord as Tenant's attorney-in-fact to execute such
certificate or instrument for and on behalf of Tenant upon Tenant's failure to
do so within fifteen (15) days of a request to do so. Upon request by such
successor in interest, Tenant shall execute and deliver reasonable instruments
confirming the attornment provided for herein.

23.02 MORTGAGEE PROTECTION - Tenant agrees to give any Mortgagee or ground
lessor, by registered or certified mail, a copy of any notice of default served
upon the Landlord by Tenant, provided that prior to such notice Tenant has
received notice (by way of service on Tenant of a copy of an assignment of rents
and leases, or otherwise) of the address of such Mortgagee or ground lessor.
Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then the Mortgagee or ground lessor
shall have an additional thirty (30) days after receipt of notice thereof within
which to cure such default or if such default cannot be cured within that time,
then such additional notice time as may be necessary, if, within such thirty
(30) days, any Mortgagee or ground lessor has commenced and is diligently
pursuing the remedies necessary to cure such default (including but not limited
to commencement of foreclosure proceedings or other proceedings to acquire
possession of the Real Property, if necessary to effect such cure).  Such period
of time shall be extended by any period within which such Mortgagee or ground
lessor is prevented from commencing or pursuing such foreclosure proceedings or
other proceedings to acquire possession of the Real Property by reason of
Landlord's bankruptcy or otherwise.  Until the time allowed as aforesaid for
Mortgagee or ground lessor to cure such defaults has expired without cure,
Tenant shall have no right to, and shall not, terminate this Lease on account of
default.  This Lease may not be modified or amended so as to reduce the rent or
shorten the term, or so as to adversely affect in any other respect to any
material extent the rights of the Landlord, nor shall this Lease be canceled or
surrendered, without the prior written consent, in each instance, of the ground
lessor or the Mortgagee.

                              ARTICLE TWENTY-FOUR
                                    NOTICES

(a)   All notices, demands or requests provided for or permitted to be given
pursuant to this Lease must be in writing and shall be personally delivered,
sent by Federal Express or other overnight courier service, or mailed by first
class, registered or certified mail, return receipt requested, postage prepaid.

(b)   All notices, demands or requests to be sent pursuant to this Lease shall
be deemed to have been properly given or served by delivering or sending the
same in accordance with this Article, addressed to the parties hereto at their
respective addresses listed below:

      (1) Notices to Landlord shall be addressed:
          ---------------------------------------
          Metropolitan Life Insurance Company, a New York corporation
          c/o Taylor & Mathis
          4010 Boy Scout Boulevard, Suite 160
          Tampa, Florida 33607

                                       24



         with a copy to the following:
         -----------------------------
         Metropolitan Life Insurance Company, a New York corporation
         101 E. Kennedy Boulevard, Suite 1165
         Tampa, Florida 33602

     (2) Notices to Tenant shall be addressed:
         -------------------------------------
         Mr. Jeff Markle
         PlanVista Corporation
         4010 Boy Scout Boulevard, Suite 200
         Tampa, FL 33607

(c)   If notices, demands or requests are sent by registered or certified mail,
said notices, demands or requests shall be effective upon being deposited in the
United States mail. However, the time period in which a response to any such
notice, demand or request must be given shall commence to run from the date of
receipt on the return receipt of the notice, demand or request by the addressee
thereof, or in the case of hand delivery, on the date of delivery. Rejection or
other refusal to accept or the inability to deliver because of changed address
of which no notice was given shall be deemed to be receipt of notice, demand or
request sent.

Notices may also be served by personal service or hand delivery upon any
officer, director or partner of Landlord or Tenant. In the case of delivery by
Federal Express or other overnight courier service, notices shall be effective
upon acceptance of delivery by an employee, officer, director or partner of
Landlord or Tenant.

(d)   By giving to the other party at least thirty (30) days written notice
thereof, either party shall have the right from time to time during the term of
this Lease to change their respective addresses for notices, statements, demands
and requests, provided such new address shall be within the United States of
America.

                              ARTICLE TWENTY-FIVE
                                    PARKING

(a)   During the Lease Term, Tenant shall have the non-exclusive use in common
with Landlord, other Building tenants, and their respective guests and invitees,
of the non-reserved vehicle parking areas, driveways and pedestrian access to
same ("Parking Areas") located on the Property. Landlord shall have the right
from time to time to establish, modify and enforce rules and regulations with
respect to the Parking Areas, to police same; to restrict parking by tenants,
their officers, agents, invitees, employees, servants, licensees, visitors,
patrons and customers; to close all or any portion of said areas or facilities
to such extent as may in the opinion of Landlord's counsel be legally sufficient
to prevent a dedication thereof or the accrual of any rights to any person or
the public therein; to close temporarily all or any portion of the Parking
Areas; to discourage non-tenant parking; to charge a fee for visitor and/or
customer parking; and to do and perform such other acts in and to said areas and
improvements as, in the sole judgment of Landlord, Landlord shall determine to
be advisable with a view to the improvement of the convenience and use thereof
by tenants, their officers, agents, employees, servants, invitees, visitors,
patrons, licensees and customers.

(b)   Landlord shall have a right to designate the location of Tenant's parking
and alter such designation upon reasonable notice to Tenant. Landlord shall also
have the right to establish or modify the methods used to control parking in the
Parking Areas, including without limitation the installation of certain control
devices or the hiring of parking attendants or a managing agent.

(c)   Landlord shall have no liability whatsoever for any property damage or
personal injury which might occur as a result of or in connection with the use
of the Parking Areas by Tenant, its employees, agents, invitees and licensees,
and Tenant hereby agrees to indemnify and hold Landlord harmless from and
against any and all costs, claims, expenses, or causes of action which Landlord
may incur in connection with or arising out of Tenant's use of the Parking
Areas.

                              ARTICLE TWENTY-SIX
                                 MISCELLANEOUS

26.01 LATE CHARGES - All payments required hereunder (other than the Monthly
Base Rent, Rent Adjustments, and Rent Adjustment Deposits, which shall be due as
hereinbefore provided) to Landlord shall be paid within ten (10) days after
Landlord's demand therefor. All such amounts (including, without limitation
Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits) not paid when
due shall bear interest from the date due until the date paid at the Default
Rate in effect or the date such payment was due.

26.02 WAIVER OF JURY TRIAL - As a material inducement to Landlord to enter into
this Lease,

                                       25



Tenant hereby waives its right to a trial by jury of any issues relating to or
arising out of its obligations under this Lease or its occupancy of the
Premises. Tenant acknowledges that it has read and understood the foregoing
provision.

26.03 DEFAULT UNDER OTHER LEASE - It shall be a Default under this Lease if
Tenant or any affiliated company under any other lease with Landlord for
premises in the Building defaults under such lease and as a result thereof such
lease is terminated or terminable.

26.04 OPTION - This Lease shall not become effective as a lease or otherwise
until executed and delivered by both Landlord and Tenant. The submission of the
Lease to Tenant does not constitute a reservation of or option for the Premises,
except that when it is executed by Tenant and delivered to Landlord or
Landlord's agent, it shall constitute an irrevocable offer on the part of Tenant
to the Landlord in effect for fifteen (15) days to lease the Premises on the
terms and conditions herein contained.

26.05 TENANT AUTHORITY - Tenant represents and warrants to Landlord that it has
full authority and power to enter into and perform its obligations under this
Lease, that the person executing this Lease is fully empowered to do so, and
that no consent or authorization is necessary from any third party.  Landlord
may request that Tenant provide Landlord evidence of Tenant's authority.

26.06 ENTIRE AGREEMENT - This Lease, the Exhibits attached hereto and the Work
Letter contain the entire agreement between Landlord and Tenant concerning the
Premises and there are no other agreements, either oral or written.  This Lease
shall not be modified except by a writing executed by Landlord and Tenant.

26.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE - If Mortgagee of Landlord
requires a modification of this Lease which shall not result in any increased
cost or expense to Tenant or in any other substantial and adverse change in the
rights and obligations of Tenant hereunder, then Tenant agrees that the Lease
may be so modified.

26.08 EXCULPATION - Tenant agrees, on its behalf and on behalf of its successors
and assigns, that any liability or obligation under this Lease shall only be
enforced against Landlord's equity interest in the Property and in no event
against any other assets of the Landlord, or Landlord's officers or directors.

26.09 ACCORD AND SATISFACTION - No payment by Tenant or receipt by Landlord of a
lesser amount than any installment or payment of Rent due shall be deemed to be
other than on account of the amount due, and no endorsement or statement on any
check or any letter accompanying any check or payment of Rent shall be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
payment of Rent or pursue any other remedies available to Landlord.  No receipt
of money by Landlord from Tenant after the termination of this Lease or Tenant's
right of possession of the Premises shall reinstate, continue or extend the
Term.

26.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING - In the event of any sale or
other transfer of the Building, Landlord shall be entirely freed and relieved of
all agreements and obligations of Landlord hereunder accruing or to be performed
after the date of such sale or transfer.

26.11 BINDING EFFECT - This Lease shall be binding upon and inure to the benefit
of Landlord and Tenant and their respective heirs, legal representatives,
successors and permitted assigns.

26.12 CAPTIONS - The Article captions in this Lease are inserted only as a
matter of convenience and in no way define, limit, construe, or describe the
scope or intent of such Articles.

26.13 APPLICABLE LAW - This Lease shall be construed in accordance with the laws
of the State of Florida.  If any term, covenant or condition of this Lease or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each item, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.

26.14 ABANDONMENT - In the event Tenant abandons the Premises but is otherwise
in compliance with all the terms, covenants and conditions of this Lease,
Landlord shall (i) have the right to enter into the Premises in order to show
the space to prospective tenants, (ii) have the right to reduce the services
provided to Tenant pursuant to the terms of this Lease to such levels as
Landlord reasonably determines to be adequate services for an unoccupied
premises and (iii) during the last six (6) months of the Term, have the right to
prepare the Premises for occupancy by another tenant upon the end of the Term.

                                       26



26.15 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES - If Tenant fails timely to
perform any of its duties under this Lease or the Work Letter, Landlord shall
have the right (but not the obligation), to perform such duty on behalf and at
the expense of Tenant without prior notice to Tenant, and all sums expended or
expenses incurred by Landlord in performing such duty shall be deemed to be
additional Rent under this Lease and shall be due and payable upon demand by
Landlord.

26.16 RADON GAS - Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida.  Additional
information regarding radon and radon testing may be obtained from your county
public health unit.

26.17 RIDERS - All Riders attached hereto and executed both by Landlord and
Tenant shall be deemed to be a part hereof and hereby incorporated herein.

26.18 RENEWAL OPTION - Tenant shall have and is hereby granted one option (the
"Renewal Option") to extend the term of this Lease with respect to the Premises
for one term of three (3) years (the "Renewal Option Term") commencing the day
immediately following the Expiration Date of the Lease Term. If Tenant exercises
such Renewal Option, all of the non-monetary terms and conditions set forth in
the Lease shall be applicable during such Renewal Option Term, except that
Tenant shall have no further options to renew. To exercise the Renewal Option,
Tenant shall notify Landlord in writing no earlier than twelve (12) months and
no later than nine (9) months prior to the expiration date ("Tenant's Notice").
If Tenant exercises the Renewal Option, then the word "Term" as used in the
Lease shall be deemed to include the Renewal Option Term.

(a)   The "Base Rental" for the first year of the Renewal Option Term shall be
      the greater of: (i) the Base Rental for the lease year prior to such
      renewal or, (ii) an amount reasonably determined by Landlord on the basis
      of the then prevailing market rental rate for office space comparable to
      the Premises as reflected in one or more leases executed by Landlord with
      new Building tenants within the twelve (12) month period immediately
      preceding the commencement of such Renewal Option Term. If Landlord has
      not executed any lease with new Building tenants within the twelve (12)
      month period preceding the commencement of such Renewal Option Term, the
      prevailing market rental rate determination shall be based on new leases
      for premises comparable to the Premises herein, as executed within said
      twelve (12) month period by owners of other comparable Class A office
      building properties located in the Westshore submarket of Tampa, Florida.
      Within thirty (30) days of its receipt of Tenant's Notice, Landlord shall
      notify Tenant in writing of its determination of the Base Rental for the
      Renewal Option Term ("Landlord's Base Rental Notice"). Tenant shall
      thereafter have the right to cancel its election to extend the Lease for
      the Renewal Option Term by so notifying Landlord within ten (10) business
      days of the date of its receipt of Landlord's Base Rental Notice.

(b)   It shall be a condition to Tenant's exercise of the Renewal Option that
      both at the time of delivery of Tenant's Notice and at the commencement of
      the Renewal Option Term: (i) there does not exist a default under this
      Lease of which Tenant has received notice, and (ii) no part of the
      Relocation Premises has been sublet or the Lease assigned except as
      provided for in Item 7 of the Lease, (iii) Tenant is occupying the
      Premises for the conduct of its business. In no event whatsoever may or
      shall Tenant under any such option renew the term of this Lease for less
      than all of the space then under Lease by Tenant from Landlord under the
      terms and provisions of the Lease. Any termination of this Lease or
      termination of Tenant's right of possession shall terminate all of
      Tenant's rights to the Renewal Option. The Renewal Option may be exercised
      only by and is personal to Tenant and may not be exercised by or for the
      benefit of any other party.

(c)   Landlord shall have no obligation to make improvements, decorations,
      repairs, alterations or additions to the Relocation Premises as a
      condition to Tenant's obligations to pay Rent for the Renewal Option Term.

(d)   In the event that Tenant exercises and does not elect to terminate the
      Renewal Option, as provided in subparagraph (b) above, Landlord and Tenant
      agree to enter into an amendment to this Lease incorporating the Renewal
      Option Term and the Base Rental applicable to such option within sixty
      (60) days following Tenant's exercise of the Renewal Option.

(e)   In the event that Tenant exercises the Renewal Option and Tenant has never
      been in default of the Lease then the amount of Tenant's Security Deposit
      for the Renewal Option Term shall be reduced to an amount equivalent to
      50% of the Security Deposit as described in Article 5.01 of this Lease.
      Such reduction in Tenant's Security Deposit is subject to Landlord's
      request and review of Tenant's most current financial information

                                       27



(f)   In the event Tenant exercises the Renewal Option and Tenant has never been
      in default of the Lease, then the amount of Tenant's Additional Security
      Deposit which is in the form of a Letter of Credit shall be reduced to an
      amount equivalent to 50% of the Letter of Credit as described in Article
      5.02 of this Lease.. Such reduction in Additional Security Deposit is also
      subject to Landlord's request and review of Tenant's most current
      financial information.

26.19 RIGHT OF FIRST OFFER - Provided that Tenant is not then in default under
the terms of this Lease, Landlord shall notify Tenant that additional office
space on the second floor of the Building (the "Additional Space") is to become
available together with the terms on which Landlord desires to lease such space
(the "Offer Terms"). The Additional Space is outlined in green on Exhibit A-1
attached hereto and made a part expressly hereof. Tenant shall have an option
exercisable by written notice to Landlord within three (3) business days after
receipt of Landlord's notice together with the Offer Terms, to lease the
Additional Space upon the Offer Terms.  Rent in respect of the Additional Space
shall commence to be due and payable on the date Landlord delivers the
Additional Space to Tenant free of other tenants and occupants and otherwise in
accordance with the Offer Terms. Promptly after Tenant exercises this option but
not later than five (5) business days after Tenant's notice to Landlord of its
exercise of this option, the parties shall enter into a supplemental agreement
to this Lease setting forth the terms and conditions upon which Tenant shall
lease the Additional Space and incorporating the Additional Space as part of the
Premises. This right of First Offer is subject to and subordinate to the rights
of other tenants (and their permitted subtenants and assignees) in the Building
to the Additional Space.


IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in
Article 1.01 hereof.

WITNESS:                         LANDLORD:

                                 METROPOLITAN LIFE INSURANCE COMPANY, a New York
                                 corporation


                                 /s/ Kevin Thorwarth
____________________________     ------------------------------

Print Name: Gary D. Dinka        By:  Kevin Thorwarth
           -----------------

/s/ Jean Cooper                  Its: Assistant Vice President
- ----------------------------

Print Name: Jean Cooper
           -----------------

WITNESS:                         TENANT: PLAN VISTA CORPORATION, a Delaware
                                 corporation

/s/ James P. Garvey              /s/ Jeffrey L. markle
- ----------------------------     ------------------------------

Print Name: James P. Garvey      By: Jeffrey L. Markle
           -----------------

/s/ Chad G. Rupp                 Its: President and COO
- ----------------------------

Print Name: Chad G. Rupp
           -----------------

                                       28



                               TABLE OF CONTENTS



                                                                PAGE
                                                              
ARTICLE ONE - BASIC LEASE PROVISIONS............................   1
     1.01  BASIC LEASE PROVISIONS...............................   1
     1.02  ENUMERATION OF EXHIBITS..............................   1
     1.03  DEFINITIONS..........................................   2

ARTICLE TWO - PREMISES, TERM AND FAILURE TO GIVE POSSESSION.....   4
     2.01  LEASE OF PREMISES....................................   4
     2.02  TERM.................................................   5
     2.03  FAILURE TO GIVE POSSESSION...........................   5
     2.04  AREA OF PREMISES.....................................   5
     2.05  CONDITION OF PREMISES................................   5

ARTICLE THREE - RENT............................................   5

ARTICLE FOUR - RENT ADJUSTMENTS AND PAYMENTS....................   6
     4.01  RENT ADJUSTMENTS.....................................   6
     4.02  STATEMENT OF LANDLORD................................   6
     4.03  BOOKS AND RECORDS....................................   6
     4.04  PARTIAL OCCUPANCY....................................   7

ARTICLE FIVE - SECURITY DEPOSIT and LETTER OF CREDIT............   7

ARTICLE SIX - SERVICES..........................................   7
     6.01  LANDLORD'S GENERAL SERVICES..........................   7
     6.02  ELECTRICAL SERVICES..................................   8
     6.03  ADDITIONAL AND AFTER-HOUR SERVICES...................   9
     6.04  PHONE SERVICES.......................................   9
     6.05  DELAYS IN FURNISHING SERVICES........................   9

ARTICLE SEVEN - POSSESSION, USE AND CONDITION OF PREMISES.......  10
     7.01  POSSESSION AND USE OF PREMISES.......................  10
     7.02  LANDLORD ACCESS TO PREMISES..........................  10
     7.03  QUIET ENJOYMENT......................................  11

ARTICLE EIGHT - MAINTENANCE.....................................  11
     8.01  LANDLORD'S MAINTENANCE...............................  11
     8.02  TENANT'S MAINTENANCE.................................  11

ARTICLE NINE - ALTERATIONS AND IMPROVEMENTS.....................  11
     9.01  TENANT'S ALTERATIONS.................................  11
     9.02  LIENS................................................  12

ARTICLE TEN - ASSIGNMENT AND SUBLETTING.........................  13
     10.01 ASSIGNMENT AND SUBLETTING............................  13
     10.02 RECAPTURE............................................  14
     10.03 EXCESS RENT..........................................  14
     10.04 TENANT LIABILITY.....................................  14
     10.05 ASSUMPTION AND ATTORNMENT............................  14

ARTICLE ELEVEN - DEFAULT AND REMEDIES...........................  14
     11.01 EVENTS OF DEFAULT....................................  14
     11.02 LANDLORD'S REMEDIES..................................  15
     11.03 ATTORNEY'S FEES......................................  16
     11.04 BANKRUPTCY...........................................  16

ARTICLE TWELVE - SURRENDER OF PREMISES..........................  16
     12.01 IN GENERAL...........................................  16
     12.02 LANDLORD'S RIGHTS....................................  17

ARTICLE THIRTEEN - HOLDING OVER.................................  17






                                                                PAGE
                                                              
ARTICLE FOURTEEN - DAMAGE BY FIRE OR OTHER CASUALTY.............  17
     14.01 SUBSTANTIAL UNTENANTABILITY..........................  17
     14.02 INSUBSTANTIAL UNTENANTABILITY........................  18
     14.03 RENT ABATEMENT.......................................  18

ARTICLE FIFTEEN - EMINENT DOMAIN................................  18
     15.01 TAKING OF WHOLE OR SUBSTANTIAL PART..................  18
     15.02 TAKING OF PART.......................................  18
     15.03 COMPENSATION.........................................  18

ARTICLE SIXTEEN - INSURANCE.....................................  18
     16.01 TENANT'S INSURANCE...................................  18
     16.02 FORM OF POLICIES.....................................  19
     16.03 LANDLORD'S INSURANCE.................................  19
     16.04 WAIVER OF SUBROGATION................................  19
     16.05 NOTICE OF CASUALTY...................................  20

ARTICLE SEVENTEEN - WAIVER OF CLAIMS AND INDEMNITY..............  20
     17.01 WAIVER OF CLAIMS.....................................  20
     17.02 INDEMNITY BY TENANT..................................  20

ARTICLE EIGHTEEN - RULES AND REGULATIONS........................  20
     18.01 RULES................................................  20
     18.02 ENFORCEMENT..........................................  20

ARTICLE NINETEEN - LANDLORD'S RESERVED RIGHTS...................  21

ARTICLE TWENTY - ESTOPPEL CERTIFICATE...........................  21
     20.01 IN GENERAL...........................................  21
     20.02 ENFORCEMENT..........................................  21

ARTICLE TWENTY-ONE - RELOCATION OF TENANT.......................  21

ARTICLE TWENTY-TWO - REAL ESTATE BROKERS........................  22

ARTICLE TWENTY-THREE - MORTGAGEE PROTECTION.....................  22
     23.01 SUBORDINATION AND ATTORNMENT.........................  22
     23.02 MORTGAGEE PROTECTION.................................  22

ARTICLE TWENTY-FOUR - NOTICES...................................  22

ARTICLE TWENTY-FIVE - PARKING...................................  23

ARTICLE TWENTY-SIX - MISCELLANEOUS..............................  24
     26.01 LATE CHARGES.........................................  24
     26.02 WAIVER OF JURY TRIAL.................................  24
     26.03 DEFAULT UNDER OTHER LEASE............................  24
     26.04 OPTION...............................................  24
     26.05 TENANT AUTHORITY.....................................  24
     26.06 ENTIRE AGREEMENT.....................................  24
     26.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE.......  24
     26.08 EXCULPATION..........................................  24
     26.09 ACCORD AND SATISFACTION..............................  24
     26.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING...........  24
     26.11 BINDING EFFECT.......................................  25
     26.12 CAPTIONS.............................................  25
     26.13 APPLICABLE LAW.......................................  25
     26.14 ABANDONMENT..........................................  25
     26.15 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES..........  25
     26.15 RADON GAS............................................  25
     26.17 RIDERS...............................................  25
     26.18 RENEWAL OPTION.......................................  25
     26.19 RIGHT OF FIRST OFFER.................................  26




                                   EXHIBIT A
                                January 9, 2002

                            FLOOR PLAN OF PREMISES



                                   EXHIBIT B

                             WORK LETTER AGREEMENT

  THIS WORK LETTER AGREEMENT ("Work Letter") is attached to and made part of the
Lease dated the   9th day of January, 2002 by and between METROPOLITAN LIFE
                  ---        -------------
INSURANCE COMPANY, a New York corporation ("Landlord") and Plan Vista
Corporation, a Delaware corporation ("Tenant").  The terms, definitions and
other provisions of the Lease are hereby incorporated into this Work Letter by
reference.

  IN CONSIDERATION OF the execution of this Lease the mutual covenants and
conditions hereinafter set forth, Landlord and Tenant agree as follows:

1.  Landlord shall have no obligation to construct and install the Tenant
    Improvements and Non Standard Improvements, as defined below, until Landlord
    has received the Security Deposit and Additional Security Deposit in the
    form of a Letter of Credit from Tenant as described in Article Five of this
    Lease, If Tenant has not deposited with Landlord the Security Deposit and
    the Additional Security Deposit in the form of a Letter of Credit by April
    1, 2002, Landlord shall have no obligation to construct and install the
    Tenant Improvements and Non-Standard Improvements described in this Exhibit
    B and Tenant accepts the Premises in its "As Is" condition.

2.  Building Standard Improvements:
    -------------------------------

    (a)   This Work Letter sets forth the agreement with respect to the
          construction of the "Tenant Improvements" (defined below) "Building
          Standard Improvements", shall mean (i) the "Shell Improvements" (as
          hereinafter defined) and (ii) any additional improvements constructed
          or installed on Premises for Tenant's use using "Building Grade" (as
          hereinafter defined) construction and materials.  Any other
          improvements to the Premises that require construction methods or
          materials other than Building Grade shall be deemed to be "Non-
          Standard Improvements".  All improvements to the Premises constructed
          pursuant to this Work Letter other than the Shell Improvements,
          whether constructed or installed by Landlord or Tenant, shall be
          hereinafter referred to as the "Tenant Improvements", which term shall
          include both Building Grade and any Non-Standard Improvements.

    (b)   "Shell Improvements" shall mean the following improvements, which have
          been provided by Landlord, at its expense, in connection with the
          construction of the Building:

          (1)  Exterior Building windows, walls and roof structure and
               unfinished concrete block and sheet rock walls surrounding Common
               Areas and Service Areas.

          (2)  Concrete floors and ceilings.

          (3)  Fully equipped and finished Common Areas and Service Areas,
               including elevators, elevator lobbies, atrium entry area,
               restrooms and mechanical and electrical rooms.

          (4)  Heating, ventilation and air-conditioning (chilled water) system
               with main high pressure ductwork distribution to all floor areas,
               including VAV boxes.

          (5) Electrical meter rooms equipped with panels and breakers to code.

          (6)  Automatic sprinkler systems with construction heads per minimum
               code requirements for Building shell.

          (7)  Public corridor areas as needed to serve the Premises (except
               those Building Floors to be occupied by a single tenant), with
               floors, interior walls and ceilings finished with Building Grade
               materials.

    (c)   In accordance with and subject to the provisions of this Work Letter,
          Landlord shall, at Tenant's expense, subject to the Tenant Improvement
          Allowance, as hereinafter defined, construct and install the Tenant
          Improvements, including the Non-Standard Improvements, if any in
          accordance with the drawing prepared by Landlord's architect, approved
          by Tenant on November 26 2001, and attached hereto as Exhibit "B-1"
          (the" Approved Plan"). Unless otherwise agreed in writing, Landlord
          shall use the following



          Building Grade construction methods and materials where appropriate or
          some other substantially comparable construction method or material
          deemed by Landlord (in its sole discretion) to be Building Grade:

          (1)  Interior Partitions: Taped, finished and painted (two coats of
               flat latex, MAB or approved equal) partitioning to be constructed
               with one layer of 1/2" drywall mounted on each side of 3 1/2"
               metal studs, extending to the finished ceiling height and having
               2 1/2" vinyl base throughout the Premises.

          (2)  Interior Demising Walls: Tenant separation and corridor walls
               consisting of one layer of 5/8" fire-rated drywall mounted on
               each side of 3 5/8" metal studs, running from floor slab to
               ceiling slab, with 3 5/8" layer of insulation in the wall cavity;
               Tenant to be responsible only for one-half of the cost of such
               tenant separation and corridor walls.  Any other unfinished
               concrete surfaces (walls or columns) to be wrapped with drywall;
               Tenant to bear the full cost of such wrapped concrete walls.  All
               demising walls to be taped, finished and painted (two coats) and
               baseboard (or vinyl base) installed in the same manner prescribed
               for the interior partitions.

          (3)  Entry Doors: Solid core "C" label Anegre wood veneer doors (9'
               high, 3' wide) set in metal frames (U.L. Listed).  Russwin
               passage set (5025LL L2 Regis US32).  Russwin mortise lockset (ML
               2251 RWA 625).  All hardware in Bright Chrome (stainless steel
               finish).

          (4)  Interior Doors: Solid core Anegre wood veneer doors (9' high, 3'
               wide) set in metal frame. Russwin passage set (5025LL L2 Regis
               US32).  Russwin mortise lockset (ML 2251 RWA 625).  All hardware
               in Bright Chrome (stainless steal finish).

          (5)  Building Standard Carpet: Minimum 30 ounce face weight,
               commercial grade direct glue throughout the Premises.

          (6)  Heating, ventilation and air conditioning: Low pressure ductwork
               and flex duct air distribution system throughout the Premises
               with air diffusers, VAV boxes (Trane or approved equal) and
               thermostats (controls compatible with the Building Shell
               Improvements) as required.

          (7)  Electrical: Wiring and conduit per code, as required for standard
               wall-mounted duplex power outlets, switches and 2' x 4'
               fluorescent lighting fixtures with complete circuitry to
               electrical panels.

          (8)  Lighting: 2' x 4' lay-in fixtures with three fluorescent tubes
               each and parabolic lens cover (with a 18 - division grate on a 2'
               x 4' fixture), with wiring, conduit and circuitry.

          (9)  Telephone Outlets: Wall-mounted outlet with pull string or
               conduit stubbed to partition height.

          (10) Ceiling: U.S.G. Acoustone 707 Glacier Showline, reveal edge (or
               approved equal) suspended, revealed edge acoustical tile lay-in
               ceiling with 24" inch square tiles in a painted, exposed metal
               grid system throughout Premises.

          (11) Fire Protection and Security Equipment: sprinkler heads, exit
               lights, fire extinguishers and fire dampers as required per code.
               In addition to door locks for entry and interior doors, as
               needed, Tenant shall provide a security lock as designated by
               Landlord on each stairwell door that is an integral part of the
               Premises.

          (12) Window Blinds: Bali Classic window blinds at all exterior
               windows.

     (d)  Landlord's obligation to construct any Non-Standard Improvements
          requested by Tenant shall be subject to the provisions of this Work
          Letter pertaining to any delay in "Substantial Completion" (as
          hereinafter defined) due to Tenant's specification of construction or
          materials other than Building Grade. If Tenant approves a Tenant
          Improvement item which Landlord has specified as a cause of delay,
          then there shall be no abatement of Rent due to any such delay.



3.  Plans and Specifications; Construction  Budget:
    -----------------------------------------------

    (a)   The Tenant Improvements shall be completed in accordance with detailed
          architectural and material specifications which shall be prepared and
          sealed by Landlord's architect, as hereinafter defined, (collectively
          the "Plans and Specifications") and Tenant shall be responsible for
          any increases in the cost of construction resulting from changes and
          additions to the Approved Plan requested by Tenant.  All mechanical,
          structural, electrical, plumbing and fire sprinkler engineering, if
          required to furnish the Tenant Improvements requested by Tenant
          subsequent to Tenant's approval of the Approved Plan, shall be done by
          Landlord's engineers at Tenant's expense subject to "Landlord's Plans
          and Specifications Contribution, as hereinafter defined."  The Plans
          and Specifications shall include the following:

          (1) fully dimensioned architectural plan;

          (2) electric/telephone outlet diagram;

          (3) reflective ceiling plan with light switches;

          (4)  mechanical plan;

          (5) electric power circuitry diagram;

          (6) schematic plumbing riser diagram (if any);

          (7) all color and finish selections; and

          (8) all special equipment and fixture specifications.

    (b)   Landlord's expense to prepare the Plans and Specifications shall not
          exceed Twelve Thousand Three Hundred Sixty and 00/100s Dollars
                 -------------------------------------------------------
          ($12,360.00), ("Plans and Specifications Allowance") which shall be
          ------------
          applied as a credit against the Tenant Improvement Allowance as
          defined in Paragraph 3(a) of this Work Letter to the Lease.  Tenant
          shall be responsible for the costs of the Plans and Specifications
          that exceed the Plans and Specifications Allowance. The cost of Plans
          and Specifications prepared by Landlord for Tenant in connection with
          any Non-Standard Improvements above and beyond the Work Letter or
          Change Orders shall be the responsibility of Tenant. Tenant shall not
          be entitled to a credit for any remaining Plans and Specifications
          Allowance except that Tenant shall have the right to apply such
          balance to the Tenant Improvement Allowance outlined in Paragraph 3
          below.

    (c)   Following Landlord's architect's preparation of the Plans and
          Specifications, Landlord shall submit the Plans and Specifications to
          Tenant for Tenant's review.  Tenant shall then have a period of not
          more than five (5) days following such submittal in which to review
          and approve the Plans and Specifications or state any objections in
          sufficient detail so as to allow necessary modifications by Landlord's
          architect. If Tenant fails to either approve or disapprove the Plans
          and Specifications within five (5) days of receipt thereof, such item
          shall be deemed approved. If the Plans and Specifications are
          disapproved, Tenant shall have five (5) days to submit revised Tenant
          Approved Plan to Landlord and Landlord shall then have five (5) days
          to submit revised Plans and Specifications, and a revised Construction
          Budget, if necessary, in the event  changes to the Plans and
          Specifications made by Tenant and submitted to Landlord increase  the
          Landlord's Contribution to the Tenant Improvements.

4   Tenant Improvement Allowance; Tenant's Costs:
    ---------------------------------------------

    (a)   Landlord shall provide Tenant with an allowance (the "Tenant
          Improvement Allowance") as a credit against the cost of the Tenant
          Improvements, including the Non-Standard Improvements.  The Tenant
          Improvement Allowance shall be equal to Sixty-three thousand three
                                                  --------------------------
          hundred sixty-five and 65/100s ($63,365.65).  To the extent that the
          --------------------------------------------
          total cost of the Tenant Improvements (including the cost of the Non-
          Standard Improvements) exceeds the Tenant Improvement Allowance,
          Tenant shall pay the full amount of such excess ("Tenant Costs") as
          follows:



               (1)  Prior to commencement of construction of the Tenant
                    Improvements, to the extent the total cost of the Tenant
                    Improvements exceeds the Tenant Improvement Allowance,
                    Tenant shall pay Landlord an amount equal to fifty percent
                    (50%) of the Tenant Costs, as such amount is then determined
                    by reference to the Construction  Budget (as hereinafter
                    defined). Upon Substantial Completion of the Tenant
                    Improvements, Tenant shall pay Landlord an amount equal to
                    forty percent (40%) of the remaining 50% of Tenant Costs as
                    determined by the Construction Budget.

               (2)  Within ten (10) days following Landlord's submittal to
                    Tenant of a final accounting of Tenant Costs and completion
                    of the Punch List ("Punch List") as hereinafter defined
                    Tenant shall pay to Landlord the then remaining balance of
                    Tenant Costs.

    (b)   Tenant's Costs represent a reimbursement of monies expended by
          Landlord on Tenant's behalf. Payment when due shall be a condition to
          Landlord's continued performance under this Work Letter. Any delay in
          construction of the Tenant's Improvements or in Tenant taking
          occupancy of the Premises resulting from Tenant's failure to make any
          Tenant's Costs payments when due shall be Tenant's responsibility.
          Tenant's failure to pay any portion of Tenant's Costs when due shall
          constitute a default under the Lease (subject to any applicable notice
          requirements or grace periods), entitling Landlord to all of its
          remedies thereunder.

    (c)   If after all amounts due Landlord, including any amounts due to
          Landlord from Tenant for the Excess Costs, its vendors and contractors
          are paid in full a credit remains in the Tenant Improvement Allowance,
          Landlord shall advise Tenant of such amount and Tenant shall then
          advise Landlord of its intention to use such credit towards Tenant's
          costs to provide its cabling and telecommunication installation to the
          Premises.  Such credit shall not exceed Eight thousand two hundred
                                                  --------------------------
          forty and No/100 Dollars ($8,240.00).  Tenant shall within sixty (60)
          -------------------------------------
          days of Substantial Completion shall submit to Landlord all of
          Tenant's paid invoices for cabling and telecommunication services
          expended.  Landlord shall within (30) days upon receipt of Tenant's
          invoices reimburse Tenant up to the amount defined in this subsection
          (c).

5   Construction of the Improvements:
    ---------------------------------

    (a)   Prior to Substantial Completion, as hereinafter defined  Landlord
          shall substantially complete the Building Standard Improvements and
          Tenant Improvements, including the Non-Standard Improvements, if any,
          with respect to the Premises in accordance with the Approved Plan.
          "Substantial Completion" shall mean that the Building Standard
          Improvements and the Non-Standard Improvements are sufficiently
          complete so as to allow Tenant to occupy the Premises for the use and
          purposes intended without unreasonable disturbance or interruption;
          provided that Landlord, its employees, agents and contractors, shall
          be allowed to enter upon the Premises at any reasonable time(s)
          following Substantial Completion as necessary to complete any Punch
          List Items.  "Punch List" shall mean that Landlord and Tenant shall
          walk through the Premises to inspect the Tenant Improvements and to
          develop a list (the "Punch List") of all items that need to be
          corrected by Landlord (the "Punch List Items"). Landlord shall repair
          the Punch List Items within thirty (30) days after the date of
          Substantial Completion.

    (b)   If the substantial completion of the Tenant Improvements shall be
          delayed due to any act or omission of Tenant or Tenant's Agents
          (including, but not limited to, (i) any delays due to change orders,
          or (ii) any delays by Tenant in the submission of plans, drawings,
          specifications or other information or in approving any working
          drawings or estimates or in giving any authorizations or approvals, or
          (iii) Tenant's interference with the progress of the Tenant
          Improvements during any time that Tenant is given access to the
          Premises), then the Premises shall be deemed substantially completed
          in accordance with the Approved Plan on the date when they would have
          been ready but for such delay.

    (c)   If, Tenant shall require improvements or changes (individually or
          collectively, "Change Orders") to the Premises in addition to,
          revision of, or substitution for the Tenant Improvements [as described
          in the Approved Plan], Tenant shall deliver to Landlord for Landlord's
          approval plans and specifications for such Change Orders. If Landlord
          does not approve of the plans for Change Orders, Landlord shall advise
          Tenant of the revisions required. In addition to any other items
          reasonably required by Landlord,



          Landlord's revisions may be based upon whether the plans and
          specifications: (i) affect or are not consistent with the base
          structural components or systems of the Building, (ii) are visible
          from outside the Premises, (iii) affect safety, (iv) have or could
          have the effect of increasing Operating Expenses, or (v) in Landlord's
          judgment, are not consistent with quality and character of the
          Building. Tenant shall revise and redeliver the plans and
          specifications to Landlord within five (5) business days of Landlord's
          advice or Tenant shall be deemed to have abandoned its request for
          such Change Orders. Tenant shall pay for all preparations and
          revisions of plans and specifications, and the net costs of the
          construction of all Change Orders, subject to the Tenant Improvement
          Allowance.

     (d)  The Premises shall be conclusively presumed to be in satisfactory
          condition as of the date of Substantial Completion except for any
          minor or insubstantial details of construction, mechanical adjustment
          or decoration which remain to be performed, the non-performance of
          which do not materially interfere with Tenant's use of the Premises
          and of which Tenant gives Landlord notice within thirty (30) days
          after the date of Substantial Completion specifying such details with
          reasonable particularity which details Landlord shall repair within
          thirty (30) days of receipt of such notice.

6.   Contractor(s); Permits; Performance Bond:
     -----------------------------------------

     (a)  In the event that the parties hereto have agreed that Tenant will
          undertake to provide certain limited portions of the Tenant
          Improvements, Tenant shall use licensed contractors, approved by
          Landlord, and shall be responsible for obtaining all necessary permits
          and approvals at Tenant's sole expense. Tenant shall advise its
          contractor(s), subcontractor(s) and material supplier(s) that no
          interest of Landlord in the Premises, the Building or the Property
          shall be subject to liens to secure payment of any amount due for work
          performed or materials installed in the Premises and that Landlord has
          recorded a notice to that effect in the public records of Hillsborough
          County, Florida.  Landlord shall permit Tenant and Tenant's
          contractor(s) to enter the Premises prior to Substantial Completion
          to accomplish any work as agreed, however Tenant agrees to insure that
          its contractor(s) does (do) not impede Landlord's contractor(s) in
          performance of their respective tasks.  Landlord shall not be liable
          in any way for any injury, loss, damage or delay which may be caused
          by or arise from such entry by Tenant, its employees or contractor(s).
          Any damage to the Building caused by Tenant, its contractors,
          subcontractors or agents shall be repaired by Tenant, at its expense,
          and all such work shall be done to Landlord's satisfaction.  If any
          repaired area does not match the original surface, then the entire
          surface shall be redone at Tenant's expense.

     (b)  Landlord shall have the right to disapprove any of Tenant's
          contractors or subcontractors if Landlord has reason to believe that
          such contractors or subcontractors are: (i) not licensed as required
          by any governmental agency; (ii) not technically qualified or
          sufficiently staffed to do the work; (iii) not financially capable of
          undertaking the work; and/or (iv) incompatible with any of Landlord's
          contractors or subcontractors working on the Building (such
          incompatibility to include possible conflicts with any union
          contractors employed by Landlord).

     (c)  Should Tenant undertake construction of a portion of the Tenant
          Improvements costing in excess of $50,000.00, then Tenant shall
          require its contractor(s) to provide performance and payment bond(s)
          covering the total value of such work.  In any case, the cost of the
          performance and payment bond premiums shall be borne by Tenant.




                                   EXHIBIT C
                                January 9, 2002

                             RULES AND REGULATIONS


(1)      No sign, lettering, picture, notice or advertisement shall be placed on
any outside window or in a position to be visible from outside the Premises, and
if visible from the outside or public corridors within the Building shall be
installed in such manner and be of such character and style as Landlord shall
approve in writing. In the event of the violation of the foregoing by Tenant,
Landlord may remove same without any notice or liability, and may charge the
expense incurred by such removal to Tenant. Except as otherwise provided in this
Lease, interior signs on doors and directory tablet shall be inscribed, printed
or affixed for each tenant by Landlord, and shall be of a size, color and style
acceptable to Landlord.

(2)      Tenant shall not use the name of the Building for any purpose other
than Tenant's business address; Tenant shall not use the name of the Building
for Tenant's business address after Tenant vacates the Premises; nor shall
Tenant use any picture or likeness of the Building in any circulars, notices,
advertisements or correspondence.

(3)      No article which is explosive or inherently dangerous is allowed in the
Building.

(4)      Tenant shall not represent itself as being associated with any company
or corporation by which the Building may be known or named.

(5)      Sidewalks, entrances, passages, courts, corridors, halls, elevators and
stairways in and about the Premises shall not be obstructed. Subject to the
other provisions of this Lease, Landlord shall have the right to control and
operate the public portions of the Building, and the facilities furnished for
the common use of the Building, in such manner as Landlord reasonably deems best
for the benefit of the Building tenants generally. Tenant shall not permit the
visit to the Premises of persons in such numbers or under such conditions as to
unreasonably interfere with the use and enjoyment by other Building tenants of
the entrances, corridors, elevators and other public portions or facilities of
the Building.

(6)      No animals (except for dogs in the company of a blind person), pets,
bicycles or other vehicles shall be brought or permitted to be in the Building
or the Premises.

(7)      Room-to-room canvasses to solicit business from other tenants of the
Building are not permitted; Tenant shall not advertise the business, profession
or activities of Tenant conducted in the Building in any manner which violates
any code of ethics by any recognized association or organization pertaining to
such business, profession or activities.

(8)      Tenant shall not waste electricity, water or air-conditioning and shall
cooperate fully with Landlord to assure the most effective and efficient
operation of the Building's heating and air-conditioning systems.

(9)      No locks or similar devices shall be attached to any door except by
Landlord and Landlord shall have the right to retain a key to all such locks.
Tenant may not install any locks without Landlord's prior approval.

(10)     Tenant assumes full responsibility of protecting the Premises from
theft, robbery and pilferage; the Indemnitees shall not be liable for damage
thereto or theft or misappropriation thereof. Except during Tenant's normal
business hours, Tenant shall keep all doors to the Premises locked and other
means of entry to the Premises closed and secured. All corridor doors shall
remain closed at all times. If Tenant desires telegraphic, telephones, burglar
alarms or other electronic mechanical devices, the Landlord will, upon request
direct where and how connections and all wiring for such services shall be
installed and no boring, cutting or installing of wires or cables is permitted
without Landlord's approval.

(11)     Except with the prior approval of Landlord, all cleaning, repairing,
janitorial, decorating, painting or other services and work in and about the
Premises shall be done only by authorized Building personnel.

(12)     The weight, size and location of safes, furniture, equipment, machines
and other large or bulky articles shall be subject to Landlord's approval and
shall be brought to the Building and into and out of the Premises at such times
and in such manner as the Landlord shall direct and at Tenant's sole risk and
cost. Prior to Tenant's removal of any of such articles from the Building,
Tenant shall obtain written authorization of the Office of the Building and
shall present such authorization to a designated employee of Landlord.

(13)     Tenant shall not overload the safe capacity of the electrical writing
of the Building and the Premises or exceed the capacity of the feeders to the
Building or risers.



(14)     To the extent permitted by law, Tenant shall not cause or permit
picketing or other activity which would interfere with the business of Landlord
or any other tenant or occupant of the Building, or distribution of written
materials involving its employees in or about the Building, except in those
locations and subject to time and other limitations as to which Landlord may
give prior written consent.

(15)     Tenant shall not cook, otherwise prepare or sell any food or beverages
in or from the Premises or use the Premises for housing accommodations or
lodging or sleeping purposes except that Tenant may install and maintain vending
machines, coffee/beverage stations and food warming equipment and eating
facilities for the benefit of its employees or guests, provide the same are
maintained in compliance with applicable laws and regulations and do not disturb
other tenants in the Building with odor, refuse or pests.

(16)     Tenant shall not permit the use of any apparatus for sound production
or transmission in such manner that the sound so transmitted or produced shall
be audible or vibrations therefrom shall be detectable beyond the Premises; nor
permit objectionable odors or vapors to emanate from the Premises.

(17)     No floor covering shall be affixed to any floor in the Premises by
means of glue or other adhesive without Landlord's prior written consent.

(18)     Tenant shall at all time maintain the window blinds in the lowered
position, though Tenant may keep the louvers open.

(19)     Tenant shall only use the freight elevator for mail carts, dollies and
other similar devices for delivering material between floors that Tenant may
occupy.

(20)     No smoking, eating, drinking, loitering or laying is permitted in the
Common Area except in designated areas.

(21)     Landlord may require that all persons who enter or leave the Building
identify themselves to security guards, by registration or otherwise. Landlord,
however, shall have no responsibility or liability for any theft, robbery or
other crime in the Building. Tenant shall assume full responsibility for
protecting the Premises, including keeping all doors to the Premises locked
after the close of business.

(22)     Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency
and shall cooperate and participate in all reasonable security and safety
programs affecting the Building.

(23)     Except as otherwise provided in this Lease, no awnings or other
projections shall be attached to the outside walls of the Building without the
prior written consent of Landlord. Except for Building Grade window coverings,
no drapes, blinds, shades or screens shall be attached to or hung in or used in
connection with any window or door of the Premises, without the prior consent of
Landlord. Such awnings, projections, curtains, blinds, screens or other fixtures
must be of a quality, type, design and color and attached in the manner approved
by Landlord. Notwithstanding the foregoing, and notwithstanding any provision of
this Lease to the contrary, Tenant, from time to time, will be permitted to
install floor to ceiling drapes on the exterior windows of the Premises; said
drapes shall be submitted to Landlord for Landlord's approval.

(24)     No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules without the prior written consent of Landlord.

(25)     All contractors and/or technicians performing work for Tenant within
the Premises, Building or parking facilities shall be referred to Landlord for
approval before performing such work. This rule shall apply to all work
including, but not limited to, installation of telephones, telegraph equipment,
electrical devices and attachments, and all installations affecting floors,
walls, windows, doors, ceilings, equipment or any other physical feature of the
Building, the Premises or parking facilities. None of this work shall be done by
Tenant without Landlord's prior written approval, which approval shall not be
unreasonably withheld. This rule shall not apply in situations governed by the
Work Letter Agreement attached to this Lease.




                                   EXHIBIT D
                                January 9, 2002

                               LEGAL DESCRIPTION

A tract in the North 1/2 of the Northwest 1/4 of Section 16, Township 29 South,
Range 18 East, Hillsborough County, Florida, described as follows: From the
Southwest corner of the Northeast 1/4, run North 0041'39" East 605.01 feet;
thence South 8940'54" East 621.62 feet for a Point-of-Beginning: Thence North 30
West 441.96 feet to the Southeasterly right-of-way line of State Road No. 589;
run thence Northeasterly along said right-of-way line (100.0 feet from
centerline) to a point 100.00 feet West of the East boundary of the Northwest
1/4 Section 16, Township 29 South, Range 18, East; thence run South 0014'53"
West 628.65 feet; thence North 8940'54" West 614.74 feet to the Point-of-
Beginning



                                   EXHIBT A-1
                                January 9, 2002

                        THE ADDITIONAL SPACESECOND FLOOR

                   The Additional Space as outlined in Green
                    The Existing Premises as outlined in Red

EX-21.1

                                                                    Exhibit 21.1

                         Subsidiaries of the Registrant

PlanVista Solutions, Inc.

EX-23.1

                                                                    EXHIBIT 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our
reports dated April 15, 2002 relating to the financial statements and financial
statement schedules of PlanVista Corporation, which appear in such Registration
Statement. We also consent to the reference to us under the headings "Experts"
in such Registration Statement.




/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Tampa, Florida
May 23, 2002