EXHIBIT 10.117 SPECIALIZED CLINICAL SERVICES, INC. SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE LICENSE AND SUPPORT AGREEMENT This Agreement is entered into as of the date set forth below between SPECIALIZED CLINICAL SERVICES, INC., a California...

EXHIBIT 10.117

SPECIALIZED CLINICAL SERVICES, INC.
SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE
LICENSE AND SUPPORT AGREEMENT

This Agreement is entered into as of the date set forth below between
SPECIALIZED CLINICAL SERVICES, INC., a California corporation, having a
principal place of business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("SCS"), and CORAM, INC. ("Licensee"), a Delaware corporation,
having a principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

R E C I T A L S:

A. SCS has developed a family of software modules providing
comprehensive software support for pharmaceutical services, which is more
particularly described on Exhibit A, attached hereto (the "SOFTWARE").

B. Licensee desires to acquire a license to obtain, use, modify,
and enhance the Software for which rights to the source code and object code is
granted.

C. The license and rights granted hereunder shall include
software maintenance provided by SCS pursuant to the terms of maintenance of SCS
contained herein.

D. Pursuant to a Software Development Agreement of even date
herewith (the "Software Development Agreement"), the parties have agreed upon
the terms and conditions governing the development of certain modifications and
enhancements, if any, to the Software that are jointly funded by SCS and
Licensee.

E. The execution and delivery of this Agreement is a condition to
obtaining a license to the Software from SCS.

In consideration of the mutual terms, covenants and conditions set
forth herein, the parties hereto agree as follows:

1. DEFINITIONS. As used herein, the following terms shall have
the meanings given below:

1.1 "Affiliates" shall mean corporations, business
entities or contractual partners of Licensee which Control, are Controlled by,
or are under common Control with Licensee, where "Control" means direct or
indirect ownership of at least fifty percent (50%) of the outstanding economic
and voting interests in such corporation, business entity or contractual
partner, or such lesser ownership interest that SCS may agree to in writing for
specific corporations, business entities or contractual partners.

1.2 "Authorized Users" shall mean employees of Licensee
or its Affiliates, and contractors, subcontractors, independent providers and
businesses with whom Licensee has a business, consulting or other relationship
to use the Software to aid in the processing of Licensee's business as
authorized in this Agreement at Licensee's, its Affiliates or its approved DBA
locations specified on Exhibit C.

1.3 "Coram Doing Business As Names" or "DBA" shall mean
the various names under which Licensee or its Affiliates does business and has
rights of license for Software use as specified in Exhibit C attached hereto.
Licensee shall have the right to change and/or expand approved Doing Business As
Names upon written notice to SCS. Except as may otherwise specifically be
permitted hereunder, approved Doing Business As Names shall not include any
physical location which is not owned or leased by Licensee or its Affiliates.

1.4 "Intellectual Property Rights" or "IPR" shall mean,
with respect to any technology, (i) all rights, title and interest in and to any
patent, letters patent, industrial model, design patent, ▇▇▇▇▇ patent, patent of
importation, utility model, certificate of invention and/or other indicia of
inventorship and/or invention ownership, and any application for any of the
foregoing, and including any such rights granted upon any reissue, division,
continuation or continuation in part applications now or hereafter filed,
related to any such application; (ii) all right, title and interest in and to
all trade secret rights arising under the common law, state law, federal law or
laws of any foreign country; (iii) all right, title, interest in and to all
trademarks, trade names and service marks; (iv) all copyright rights and all
other literary property and/or other rights of authorship; (v) all right, title
and interest in and to all know how and show how, in each case, with respect to
the subject technology.

1.5 "Licensee Modifications" shall mean all fixes,
changes, additions enhancements and modifications made by Licensee to the
Software as permitted herein and which do not constitute Joint Enhancements.

1.6 "Joint Enhancements" shall mean all fixes, changes,
additions, enhancements or modifications that are made to or become part of the
Software that are jointly funded by SCS and Licensee pursuant to the terms of
the Software Development Agreement or any other agreement.

1.7 "SCS Enhancements" shall mean all fixes, changes,
additions, enhancements or modifications made by SCS with the purpose of
correcting, modifying, or enhancing the Software. SCS Enhancements shall not
include new features or functions that may be offered as options or additions to
the Software for additional license fees.

1.8 "Object Code" shall mean the code generated from the
Source Code through the use of a compiler and/or interpretative and executable
code, which jointly constitute in machine-readable form, the Software set forth
in Exhibit A hereto under the heading "Object Code Licensed Software", whether
contained in magnetic or other form of electronic storage medium or other
tangible storage medium, including any derivative works, upgrades, updates,
improvements or modifications thereof.

1.9 "Software" shall mean the most current version of the
family of software modules providing comprehensive software support for
pharmaceutical services, including certain third party software, as more
particularly described in Exhibit B attached hereto, together with SCS
Enhancements that may be provided to Licensee as provided in Section 7 below,
together with "Joint Enhancements" that may be developed pursuant to the terms
of the Software Development Agreement between the parties.

1.10 "Source Code" shall mean the code in human readable
form for the Software, including, but not limited to, the files and other
materials set forth in Exhibit A hereto under the heading "Source Code Licensed
Software", which shall include all available and necessary information

and documentation to enable a reasonably skilled computer programmer to
understand, compile, build, maintain, update, and modify such Software, whether
contained in either magnetic or other form of electronic storage medium or other
tangible storage medium, including any derivative works, upgrades, updates,
improvements or modifications thereof.

1.11 "Third Party Software" shall mean items included in
the Software which are provided by third parties and sublicensed by SCS to
Licensee, as specified in Exhibit B attached hereto.

1.12 "Deliverables" shall mean the items that SCS shall
deliver to Licensee, including, without limitation, Source Code and Object Code
for the Software, and the SCS Enhancements.

1.13 "Error" shall mean any failure of the Software to
conform, in all material respects, to the Specifications.

1.14 "Services" shall mean the services provided by SCS to
Licensee pursuant to Sections 7 and 8 of this Agreement.

1.15 "Specifications" shall mean the written functional
specifications for the Software set forth in the specifications, user manuals,
and other documentation delivered by SCS to Licensee, including without
limitation the documents listed in or attached hereto as Exhibit G.

2. LICENSE GRANT.

2.1 Source Code License. SCS hereby grants to Licensee
and its Affiliates, a non-exclusive, non-transferable (except as set forth in
Section 13), worldwide license (without the right to sub-license) to use and
copy the Source Code in accordance with the terms of this Agreement for internal
purposes solely to develop Licensee Modifications in object code to support the
business of Licensee. SCS and Licensee acknowledge and agree that such license
shall be perpetual and irrevocable except upon termination of this Agreement in
accordance with Section 11 below. The Source Code may not be used by Licensee
for any other purpose. The Source Code shall not be delivered to Licensee until
Licensee has accepted the Software as provided in Section 3.1(c) below.

2.2 Object Code License. SCS grants Licensee and its
Affiliates a nonexclusive non-transferable (except as set forth in Section 13),
worldwide license (without the right to sublicense except as provided in Section
2.3 below) to use and copy the Object Code in accordance with the terms of this
Agreement, and any related IPR delivered by SCS in connection with the Software
for internal purposes. SCS and Licensee acknowledge and agree that such license
shall be perpetual and irrevocable except upon termination of this Agreement in
accordance with Section 11 below.

2.3 Remote and Third Party Access.

(a) The Software shall be located on one or more
servers, which are physically located on premises owned or leased by Licensee or
its Affiliates. However, the Object Code Software may be accessed remotely by
Authorized Users by laptop or portable computers, or PDA's through a dial up,
Internet or intranet connection provided by Licensee or its Affiliates. Licensee
will use commercially reasonable best efforts to provide a secure environment to
protect the Software from inappropriate access not authorized by this Agreement.
The Software shall not be used for timesharing purposes or on a network other
than an internal network under the control of Licensee or its Affiliates.

(b) The license granted to Licensee and its
Affiliates as set forth in Section 2.2 above for the Object Code version of the
Software shall include the right of Authorized Users to access and use the
Software by remote access in accordance with the terms and provisions set forth
in Section 2.3(a) above. As a condition to any such use by an Authorized User
who is not an employee of Licensee or its Affiliates, such Authorized User shall
be required to execute a separate Acknowledgment of License Restrictions in the
form of Exhibit D attached hereto. Licensee shall use commercially reasonable
efforts to assure that the terms and provisions of such Acknowledgment or
License Restrictions are adhered to. In no event shall any such non-employee
Authorized User have access to the Source Code, except as provided in Section
2.3(c) below.

(c) The rights granted to Licensee as set forth
in this Agreement for use of the Source Code and Object Code version of the
Software shall include the right of software contractors and consultants with
whom the Licensee has a business arrangement to work with, assist, consult or
function as an extension of the Licensee's Management Information Systems
function to use and have access to the Software for the benefit of Licensee,
including for the purpose of preparing, or assisting Licensee in preparing
modifications and enhancements to the Source Code, subject to the restrictions
set forth in this Agreement. As a condition to any such access to the Software
by the contractors and consultants, they will be required to execute a separate
Acknowledgment of License Restrictions in the form of Exhibit D attached hereto.
Licensee shall be responsible for assuring access to the Source Code is
restricted to a need to know basis and that the terms and provisions of such
Acknowledgment of License Restrictions are adhered to. Licensee will be
responsible for any breach of such Acknowledgment of License Restrictions.

2.4 No Other Rights. Except as set forth in Section 5.2
below, no other rights or licenses are granted to Licensee under this Agreement
expressly, by implication, estoppel or otherwise. This Agreement does not
constitute a sale of any interest in any of the Intellectual Property Right or
other proprietary interest provided in the Software or any copy, derivative
work, upgrade, update, improvement or modification thereof.

2.5 Acceptance Testing.

Licensee, with the assistance of SCS, as may be required, has the right
to conduct acceptance tests to review and test Software and Deliverables to
determine if the Software conforms, in all material respects, to the
Specifications. At the time of delivery SCS and Licensee will determine the
target date for completion of the acceptance testing. Criteria to be considered
when determining the target date are whether the software is for production, to
be incorporated into a phase of the system currently being prepared for
implementation, or a component of a future phase to be implemented. In the event
Licensee, in its reasonable discretion and judgment, determines that the
Software does not

conform, in all material respects, to the Specifications, Licensee shall notify
SCS, specifying in reasonable detail the reasons for the failure to accept the
Software and Deliverables. Following notification from Licensee of any such
rejection, the parties acknowledge and agree that they shall engage in expedited
discussions to resolve issues relative to the rejection. Following resolution,
if modifications to the Deliverables are required, SCS shall put forth a
commercially reasonable best faith effort to resolve the issues within the
timeframe reasonably required by Coram and resubmit them for further review and
inspection by Licensee. Licensee shall thereafter inspect and test the revised
Software and Deliverables and Licensee shall notify SCS of Licensee's acceptance
or rejection thereof in accordance with the foregoing. If, as a result of such
Licensee's acceptance tests, it reasonably rejects the Software and Deliverables
on two successive occasions, then Licensee may, at its option, provide
additional time to SCS to correct the Software and Deliverables or treat such
failure as a material breach of this Agreement by SCS.

3. Fees & Payment.

3.1 License Fees.

(a) In consideration of the Licenses granted in
Section 2 above, Licensee agrees to pay SCS a license fee of $1,600,000 that
shall be due and payable as follows:

$325,000, shall be paid by Licensee concurrently with the
execution of this Agreement. Thereafter, the remaining balance of $1,275,000
shall be payable in twenty-three (23) equal monthly payments of $55,435
commencing thirty (30) days from the date of the execution of this Agreement.

(b) In addition to the license fees payable
under Section 3.1(a) above, Licensee shall pay SCS the fees payable with respect
to the use by Licensee of the Third Party Software source data files specified
on Exhibit B attached hereto. Such fees shall be paid monthly, based upon the
use by Licensee, if any, of the Third Party Software source data files during
the prior month. SCS shall provide Licensee with such information as Licensee
may reasonably request to verify the amount of the fees charged SCS by such
Third Party Software vendors.

(c) Two-thirds of the initial license fee paid
by Licensee ($216,667) paid by Licensee under this Agreement shall be fully
refunded to Licensee if, within ninety (90) days after initial delivery and
installation of the Software by Licensee, Licensee determines in its reasonable
discretion that the performance of the Software or the Services is not
acceptable pursuant to Section 2.5. In such event, SCS shall be entitled to
retain one-third of the initial license fee ($108,333) and this Agreement shall
terminate without any further duty, liability or obligation of either party to
the other party hereunder.

3.2 Support Fees. SCS shall provide Licensee with support
as provided in Section 7 below in consideration of payment of twenty-four (24)
monthly support fees of $12,500, commencing nine (9) months from the date of the
execution of this Agreement and ending thirty-three (33) months following the
date of the execution of this Agreement. For the purposes of this Agreement, the
period commencing upon the execution of this Agreement and ending thirty-three
months following the execution of this Agreement, for which support is included,
shall be defined as the "Thirty-Three Month Period". Following the expiration of
the Thirty-Three Month Period for which support is included, Licensee may elect,
in its sole discretion, to continue support as provided herein for the payment
of a monthly support fee of $12,500. The monthly support fee shall be

payable in advance on the first day of each month commencing upon the expiration
of the Thirty-Three Month Period and continuing for such period as Licensee
desires continued support. SCS may increase the monthly support fee upon at
least sixty (60) days prior written notice to Licensee. Increases may not exceed
ten percent (10%) during any twelve (12) month period. Any payment not received
within thirty (30) days will be subject to 1.0% interest per month until paid.

3.3 General. All fees payable pursuant to this Agreement
shall be paid in U.S. Dollars. Licensee shall be responsible for and shall pay
any applicable sales, use, value-added, or other taxes, freight, customs,
duties, or other fees or charges related to the licensing fees and support fees
for the Software, other than taxes levied on the net income of SCS.

4. TITLE TO AND RIGHTS IN THE SOURCE CODE AND SOFTWARE.

Except as set forth in Section 5.2 below, all right, title and
interest in and to the Source Code, the Software and all documentation related
thereto, and the media on which the same are furnished to Licensee, and all
copyrights, patents, trademarks, service marks or other Intellectual Property
Rights relating thereto, are and shall remain solely with SCS. Licensee
acknowledges that, except as set forth in Section 5.2 below, no such right,
title or interest in or to the Source Code, the Software and related
documentation is granted under this Agreement and that no such assertion shall
be made by Licensee. Licensee is granted only a limited right of use of the
Source Code, the Software and related documentation as set forth herein, which
right of use is not coupled with an interest and is revocable in accordance with
the terms of this Agreement.

5. TITLE TO AND RIGHTS IN IMPROVEMENTS OR ENHANCEMENTS TO THE
SOFTWARE.

5.1 SCS Enhancements or Joint Enhancements. All right,
title and interest in and to any SCS Enhancements and Joint Enhancements made by
SCS or Licensee to the Software or the Source Code, and all copyrights, patents,
trademarks, service marks or other Intellectual Property Rights relating thereto
are and shall remain exclusively with SCS; provided, however, that Licensee
shall retain the non-exclusive license to use any and all such SCS Enhancements
or Joint Enhancements. Use of the SCS Enhancements shall be subject to the same
terms and conditions that govern Licensee's use of the Software and Source Code.
Rights and title to and use of the Joint Enhancements or software developed
pursuant to the terms of the Software Development Agreement shall be governed by
the terms of the Software Development Agreement.

5.2 Licensee Modifications. In the event that Licensee
shall develop any Licensee Modifications of the Software or Source Code that do
not constitute a Joint Enhancement, Licensee shall retain all right, title and
interest in and to such software, and all copyrights, patents, trademarks,
service marks or other intellectual property or proprietary rights relating
thereto. Licensee, in its sole discretion, may grant to SCS a license to use,
modify, sublicense and distribute any such Licensee Modifications on such terms
and conditions, including appropriate royalty fees, if any, as the parties may
mutually agree upon. In no event shall Licensee grant to any third party, other
than an Authorized User, any license or right to use any such Licensee
Modifications without first giving SCS the opportunity to obtain such a license
on terms and conditions no less favorable than those proposed to be offered by
Licensee to any such third party.

5.3 No Obligation to Support Licensee Modifications. Once
every six months during the term of Agreement, SCS shall have the right to
inspect and audit the Licensee

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Modifications to the Source Code or the Software. Such inspections and audits
shall take place during Licensee's normal business hours and upon at least seven
(7) days prior written notice from SCS to Licensee, and shall not unreasonably
interfere with Licensee's business. Licensee acknowledges that SCS shall have no
obligation to support any Licensee Modification to the Source Code or the
Software; provided, however, that Licensee shall continue to receive SCS
Enhancements and shall continue to receive support pursuant to Section 7 for
components of the Software not modified by Licensee. Licensee agrees to
indemnify and hold SCS harmless from and against any liability, loss, cost or
expense suffered or incurred by SCS as a result of third-party claims to the
extent they are based upon any such Licensee Modification.

6. RESTRICTIONS.

Licensee will provide its own hardware and maintenance for
hardware on which the Software will be used. Licensee shall be solely
responsible for maintaining all of Licensee's data files. Licensee further
agrees to be solely responsible for the use of the Software by Licensee, and to
ensure proper use in accordance with the laws and regulations of all local,
state and federal agencies in all jurisdictions in which Licensee conducts its
business. SCS shall not be responsible for any clinical or technical application
of the Software in the practice of pharmacy, nursing, or medicine. Licensee
agrees to indemnify SCS and hold it harmless from and against any liability,
loss, cost, claim or expense, including reasonable attorneys' fees, arising from
third-party claims to the extent that such claims are based upon any action or
inaction by or on behalf of Licensee, its employees, independent physicians or
home care providers, and such claims do not arise from the failure of the
Software to perform in accordance with the Specifications. Each party agrees to
maintain general liability insurance in effect with minimum coverage amounts of
$1 million per occurrence and $3 million in the aggregate per year, and each
party shall, upon request by the other partyname the other partyas an additional
insured on its general liability insurance policy. Such insurance shall not
include coverage for errors or omissions with respect to the services and
materials provided by SCS hereunder.

7. SUPPORT:

(a) Technical Support. SCS shall provide Licensee with
ongoing Software maintenance and support services ("Technical Support") during
the term of this Agreement for which Licensee elects to pay support fees
pursuant to Section 3.2. The initial license and support includes support during
the Thirty-Three Month Period (as defined in Section 3.2 above).. Continuation
of support shall be conditioned upon payment of the support fees as provided in
Section 3.2 above. Such Technical Support shall include a license for all SCS
Enhancements made by SCS during the term of support. SCS Enhancements shall not
include new features or functions that may be offered as options or additions to
the Software for additional license fees. In addition, during the term of
Technical Support, SCS shall use its commercially reasonable best efforts to
correct Errors in the Software. Upon reporting by Licensee of an Error, Licensee
and SCS will collectively determine the severity level for such Error, and SCS
will respond to Errors according to the following severity levels:

Severity Level Description Response
-------------- ----------- --------

Level 1 An Error which prevents or SCS will use all reasonable
substantially delays or impairs the business efforts to respond to the
performance of an important report of the Error within one (1)

business function, or which results hour and to resolve the Error to
in destruction of data, the bring the Software back to a working
suspension of operation of the condition as soon as possible.
Software or a significant portion
thereof, a loss of substantial
functionality, or the production of
materially erroneous results.

Level 2 An Error which prevents, delays, or SCS will use all reasonable business
impairs performance of a business efforts to respond to the report of
function, including without the Error by the next business day to
limitation an inability to use the resolve the Error within five (5)
Software, an inability to back up business days.
data, a loss of significant
functionality, a significant
degradation of response time or
throughput, or the production of any
erroneous results.

Level 3 An Error not sufficiently serious to SCS will use reasonable efforts to
constitute a Level 1 or Level 2 resolve the Error in the next release
Error. of the Software.

(b) Telephone Support. In addition, during the period for
which SCS provides Technical Support, SCS will provide up to ninety (90) days of
telephone support upon the initiation of the implementation project of each
stage of the Software, as specified in Exhibit E, attached hereto, that is
implemented as reasonably required by Licensee at no additional charge. SCS
shall be available twenty-four (24) hours per day, each and every day (including
weekends and holidays), by telephone, in order to respond to inquiries from
Licensee, furnish information and render assistance to Licensee, and resolve all
problems and issues arising in the operation of the Software. After the ninety
(90) day periods, SCS will respond to inquiries relating to Technical Support
for an Error at no additional charge during the term of Technical Support;
provided, however, that direct telephone inquiries of a technical, clinical or
software nature which are determined not to be related to an Error shall be
invoiced at the then current hourly consulting fee, or at such fees as the
parties may agree for each hour of consulting support services rendered, as
provided in Section 8 below. The obligations of SCS to provide telephone support
shall terminate concurrently with the termination of Technical Support
hereunder.

(c) Level of Skill. SCS shall perform its Services in a
workmanlike and professional manner, and with a level of skill, diligence, care
and expertise commensurate with that of a skilled consultant in the
pharmaceutical software support field, with expertise in implementation of such
software and training in such software.

8. TRAINING AND CONSULTING SUPPORT SERVICES:

SCS will provide Licensee with training for the modules
included in the Software or other consulting for support at the currently hourly
consulting fee outlined below. Licensee shall be solely responsible for travel,
lodging and other expenses of its employees incurred in connection with the
training. The initial training shall be equivalent to a three-week period
whereby SCS, at no additional charge to Licensee, shall train the personnel of
Licensee who shall be responsible for

training Licensee's users. Licensee may defer all or a portion of such no
additional charge training for subsequent training on SCS related Software and
Deliverables, including, without limitation, the Joint Enhancements. The
training, consulting and support services shall be paid by Licensee on an hourly
or daily rate at its then current rates, or at such rates as the parties may
agree. The current SCS consulting rates are $150 per hour, which may be
increased by SCS only upon at least sixty (60) days' prior written notice to
Licensee, not more than once per year, and not to exceed ten percent (10%) per
year; plus incurred expenses pursuant to Exhibit F, to the extent that such
expenses are incurred by SCS in the process of fulfilling its obligations to
Licensee under this Agreement. If SCS travels to a Licensee site to perform
training or other services, SCS acknowledges and agrees that it shall adhere to
the Coram Healthcare Corporation travel policy, included in Exhibit F.

9. RESTRICTIONS ON COPYING AND USE.

(a) Licensee may make such number of copies of the Object
Code Software and the related documentation as is reasonably necessary for
Licensee to exercise its license and rights to use the Software as provided
herein. Licensee must include the copyright and/or proprietary notice of SCS on
each copy of the Software, or documentation made by Licensee. Except as
permitted by Section 13, in no event shall Licensee sublicense, sell, transfer
or assign the Software, or IPR, or any portion thereof, it being understood that
this license is an end-user internal use license only. Any attempt at the
sublicense, sale, transfer or assignment of the Software, or IPR in violation of
this Agreement shall be null and void. Upon any termination of this Agreement,
Licensee agrees to return to SCS all disks or other media containing the
Software, and all updates thereto, together with all other documentation and
written information provided by SCS hereunder. In addition, following any
termination of this Agreement, Licensee agrees that it shall not use any
confidential information set forth in the Software, or any updates thereto, or
any other proprietary or confidential information of SCS, in violation of the
provisions of Section 10 below.

(b) Licensee is prohibited from distributing,
transferring possession of, or otherwise making available the Source Code or
related documentation to any person other than employees, contractors or
consultants of Licensee who have a need of access to the Source Code for the
purpose of preparing, or assisting Licensee in preparing, modifications and
enhancements to the Source Code as provided herein under the terms and
conditions of this Agreement and who have executed a written Acknowledgment of
License Restrictions in the form of Exhibit D attached hereto. Except as
permitted in Section 9(c) below, Licensee is prohibited from installing the
Source Code for use on any workstation or computer not within the property owned
or leased by Licensee or its Affiliates. Licensee shall advise all such
authorized employees, contractors or consultants that they are prohibited from
reproducing, distributing, transferring possession of or otherwise making
available copies of the Source Code or related documentation and from using or
installing the Source Code or on any computer at any other location.

(c) Licensee may make such number of copies of the Source
Code as is reasonably necessary to support the development and implementation of
the Software and the training of Licensee's authorized employees, contractors or
consultants who have a need to have access to the Source Code. Following the
initial development, implementation and training activities of Licensee,
Licensee may have up to a total of five (5) copies of the Source Code, and
related documentation; provided, however, that all copies of the Source Code and
related documentation shall be maintained at a secure location on the premises
of Licensee or its Affiliates, or such other location as SCS may specifically
approve in writing, which approval shall not be unreasonably withheld. Licensee
will maintain at least one copy of the Source Code containing only code provided

by SCS. All authorized copies of the Source Code, the Software and related
documentation shall contain all copyright notices or proprietary legends
specified by SCS.

(d) Licensee shall have the right to create and maintain
one (1) additional copy of the Source Code and Software at a third-party
disaster recovery center, and to use the Source Code and Software on machines
located at such center for testing purposes and for productive purposes in the
event that Licensee is unable to use the Source Code or Software on the machines
on which it regularly uses the Source Code or Software.

10. CONFIDENTIALITY.

(a) Licensee hereby acknowledges that the Source Code,
the Software, and related documentation contain, and all SCS Enhancements
thereof will contain, confidential and trade secret material. Licensee agrees to
maintain the confidentiality of the Source Code, the Software, and related
documentation and to protect as a trade secret the Source Code, the Software,
and related documentation by preventing any unauthorized copying, use,
distribution, installation or transfer of possession of the Source Code, the
Software, or related documentation. The confidentiality obligations of Licensee
shall not apply to any information which: (i) becomes part of the public domain
through no action of Licensee; (ii) is acquired by Licensee from a third party
without any breach of this Agreement by Licensee and otherwise not in violation
of SCS's rights; (iii) was already known by Licensee, without restriction, prior
to the disclosure thereof to Licensee by SCS, as demonstrated by files in
existence at the time of disclosure; or (iv) is disclosed pursuant to the order
or requirement of a court, administrative agency, or other governmental body;
provided, however, that Licensee shall use all reasonable efforts to provide
prompt, written, and sufficient advance notice thereof to SCS to enable SCS to
seek a protective order or otherwise prevent or restrict such disclosure.

(b) SCS hereby acknowledges that during the term of this
Agreement, SCS may have access to Licensee's trade secrets, know-how and other
proprietary or confidential information that is not generally available to the
public, and that such Licensee confidential information has special and unique
value to Licensee. SCS specifically acknowledges that all data relating to
patient information, personnel or employee benefits furnished by or collected
from Licensee or from the operation of the Software under this Agreement, shall
be owned exclusively by Licensee and constitute confidential information of
Licensee. SCS agrees that it shall not, in any manner, use, disclose or divulge
such confidential information of Licensee to any person or entity, or for the
benefit of any person or entity, without the prior written consent of Licensee.
The confidentiality obligations of SCS shall not apply to any information which:
(i) becomes part of the public domain through no action of SCS; (ii) is acquired
by SCS from a third party without any breach of this Agreement by SCS and
otherwise not in violation of Licensee's rights; (iii) was already known by SCS,
without restriction, prior to the disclosure thereof to SCS by Licensee, as
demonstrated by files in existence at the time of disclosure; or (iv) is
disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body; provided, however, that SCS shall use all
reasonable efforts to provide prompt, written, and sufficient advance notice
thereof to Licensee to enable Licensee to seek a protective order or otherwise
prevent or restrict such disclosure.

(c) Each party agrees that, except as set forth in this
Agreement, it shall not use, and it shall keep strictly confidential and hold in
trust all confidential information of the other and take all reasonable
precautions to protect the confidential information of the other, including to
maintain at least the same procedures regarding the other's confidential
information that such party maintains with respect to its own confidential
information, but in no event less than a reasonable

degree of care. Without limiting the generality of the foregoing, neither party
shall permit any personnel to remove any proprietary or other legend or
restrictive notice contained or included in any material provided by the other,
and neither party shall permit its personnel to reproduce or copy any such
material except as expressly authorized hereunder.

(d) Each party acknowledges that any use or disclosure of
the other party's confidential information in a manner inconsistent with the
provisions of this Agreement may cause irreparable damage to the other party,
for which remedies other than injunctive relief may be inadequate, and each
party agrees that the other party may request injunctive or other equitable
relief seeking to restrain such use or disclosure.

(e) HIPAA ASSURANCES.

(i) SCS Assurances. Except as expressly
permitted under the terms of this Agreement, and subject to this Section 10(e),
SCS is entitled to no personally identifiable or aggregate patient or other
medical information defined as Protected Health Information ("PHI") in the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). In any
event, should SCS receive or otherwise be exposed to PHI in connection with its
performance under this Agreement, SCS shall comply with federal and other
applicable laws in effect from time to time relating to the confidentiality and
security of PHI. Accordingly, the parties to this Agreement make the following
assurances with respect to PHI disclosed or received pursuant to this Agreement:

(A) Not to use or further disclose the
PHI other than as permitted or
required by this Agreement;

(B) Not to use or further disclose the
PHI in a manner that would
otherwise violate the requirements
of HIPAA if it had been done by
Licensee;

(C) To use appropriate safeguards as
necessary to prevent use or
disclosure of the PHI other than as
provided for by this Agreement;

(D) To report to Licensee any use or
disclosure of PHI not provided for
by this Agreement of which SCS
becomes aware;

(E) To ensure that any subcontractors
or agents to whom the party
provides PHI received from Licensee
pursuant to this Agreement agree to
the same restrictions and
conditions that apply to said party
with respect to such information,
including without limitation the
restrictions and conditions of this
Section 10(e);

(F) To make available PHI in accordance
with the individual's rights, as
required under the HIPAA
regulations;

(G) To make its internal practices,
books, and records that relate to
the use and disclosure of PHI,
received from Licensee pursuant to
this Agreement, available to the
Secretary of Health and Human
Services for purposes of
determining Licensee's compliance
with HIPAA;

(H) At termination of this Agreement,
to return or destroy all PHI
received from Licensee pursuant to
this Agreement that SCS still
maintains in any form and retain no
copies of such

information, or if return or
destruction is not feasible, SCS
shall continue to extend
protections of this Section to such
information, and limit further use
of such PHI to those purposes that
make the return or destruction
infeasible, for so long as SCS
maintains such PHI; and

(I) To incorporate any amendments or
corrections to PHI when notified.

(ii) Termination Rights of Covered Person. If
Licensee falls within the definition of a Covered Entity under HIPAA, either
party shall be entitled to terminate this Agreement immediately if such party
determines that the other party has violated a material term of this Agreement,
including the assurances of this Section 10(e), and fails to cure such violation
within thirty (30) days of written notice thereof.

(iii) Notice to Individuals. To the extent that
Licensee is required to provide notice to individuals, the parties may not use
or disclose PHI of such individual in a manner inconsistent with such notices,
except as provided for by HIPAA.

(iv) De-Identified Data. Nothing in this Section
10(e) shall preclude the disclosure of de-identified information provided that
the de-identification process conforms to the requirements of 45 C.F.R. Section
164.514(b) and such use or disclosure shall not result in the use or disclosure
of PHI.

(v) Mitigation Procedures. In the event that PHI
is disclosed by SCS in violation of this Agreement, SCS shall promptly take (a)
corrective action to mitigate, to the maximum extent practicable, any
deleterious effect from the use or disclosure of PHI; and (b) any action
pertaining to such unauthorized disclosure required by applicable federal and
state law.

(f) The terms and provisions of this Section 10 shall
survive any termination of this Agreement for any reason.

11. TERM.

The licenses granted under this Agreement shall be effective
commencing on the date hereof and shall continue until terminated as provided
herein. Licensee may terminate this Agreement, with thirty (30) days' prior
written notice, by returning all copies of the Source Code Software, and related
documentation to SCS. This Agreement may be terminated by SCS at its option
immediately upon thirty (30) days' prior written notice, if Licensee fails to
comply with any material term or condition of this Agreement, including without
limitation, the failure to make any payment when due as provided in Section 3.2
above, and Licensee does not correct such failure within such thirty (30) day
period (the "Cure Period"), provided that such notice of termination shall
specifically identify the alleged failure or failures. If, in the reasonable
judgment of SCS, any such material breach of this Agreement by Licensee cannot
be cured by Licensee during the Cure Period, despite Licensee's good faith and
reasonable business efforts, SCS agrees to extend the Cure Period to such period
of time as is reasonably necessary to allow Licensee to cure such material
breach, not to exceed an aggregate of ninety (90) days following the date of the
original notice. The parties acknowledge and agree that should Licensee elect
not to obtain and pay for additional support services following the termination
of the Thirty-Three Month Period, it shall not be considered a breach of this
Agreement. Licensee agrees that upon such termination, Licensee shall promptly
return to SCS all disks, files, and all other copies of the Source Code Software
and documentation.

Upon termination, the obligations of the parties under Sections 9, 10, 12.6,
12.7 and 14 of this Agreement shall remain in force. No refund of the initial
license fee, the Software Support Fee or any other fees will be made upon the
termination of this Agreement by SCS for breach by Licensee.

12. LIMITATION OF WARRANTY AND DAMAGES.

12.1 No Third Party Software Warranty. With respect to
Third Party Software, SCS represents and warrants only that it is an authorized
value added reseller of the Third Party Software. SCS makes no other
representation or warranty concerning the Third-Party Software, whether express
or implied. SCS shall assign to Licensee all original manufacturers' or
developers' warranties covering the Third Party Software upon installation of
the Software. Upon the expiration of such warranties, it shall be the
responsibility of Licensee to enter into a maintenance agreement directly with
the manufacturer or developer or other third party maintenance organizations of
Licensee's choice. SCS shall have no duty or obligation with respect to the
maintenance of Third Party Software.

12.2 Software Warranty. SCS warrants that the Software
will perform, in all material respects, in conformance with the Specifications.
SCS warrants that the Software will process, report and display all dates,
including dates occurring before and after the year 2000, using a four-digit
year, and will handle all leap years correctly, including but not limited to the
year 2000 leap year. SCS warrants that the Services provided to Licensee under
Sections 7 and 8 shall be performed in a professional and workmanlike manner.

12.3 Warranty of Authority. SCS represents and warrants
that it has the right, power and authority to grant the rights and licenses
granted in this Agreement and fully perform its obligations hereunder, and that
the making and performance of this Agreement by SCS does not and shall not
constitute a material breach of any separate agreement, right or obligation
existing between SCS and any third party.

12.4 Compliance with Law. The Software shall comply in all
material respects with all applicable law, rules or regulations, including
without limitation the Health Insurance Portability and Accountability Act of
1996 (HIPAA) and regulations thereunder.

12.5 Software Integrity Warranty. SCS represents and
warrants to Licensee that no copy of the Software provided to Licensee shall
contain any Self-Help Code or any Unauthorized Code. "Self-Help Code" means any
back door, time bomb, drop dead device, or other software routine designed to
disable a computer program automatically with the passage of time or under the
positive control of a person other than a licensee of the program, but shall not
include software routines in a computer program designed to permit a person
acting by authority of a licensee to obtain access to such licensee's computer
system(s) (e.g., remote access via modem) for purposes of maintenance or
technical support. "Unauthorized Code" means any virus, Trojan horse, worm, or
other software routines or hardware components designed to permit unauthorized
access, or to disable, erase, or otherwise harm software, hardware, or data.

12.6 Intellectual Property Warranty. SCS represents and
warrants that to the best of its knowledge the Software does not and will not
infringe or violate any United States trademark, copyright, patent, trade secret
or proprietary information rights of any third party. SCS agrees to indemnify,
defend and hold harmless Licensee and its Affiliates, officers, directors,
agents, and

employees from all claims by third parties relating to or arising from the
infringement by the Software of United States patents, copyrights, trademarks
and trade secrets or other proprietary information rights of any third party
located in the United States; provided, however, that Licensee gives SCS prompt
written notice of any such claim, tenders the defense (including the right of
settlement) of any such claim to SCS and provides SCS with all reasonable
cooperation for the defense or settlement of the claim. The failure of Licensee
to give SCS prompt written notice shall not limit the obligation of SCS, unless
SCS shall be prejudiced by such failure. If SCS receives notice of an alleged
infringement or if Licensee's use of the Software is prevented by permanent
injunction, SCS may, in its sole option and expense, (i) procure for Licensee
the right to continue the use of the Software, or (ii) provide Licensee with a
version of the Software that substantially conforms with the specifications
thereof that is not infringing, or (iii) refund to Licensee all payments made by
Licensee to SCS for license fees less reasonable amortized portion of the
license fee based on the time of use by Licensee (excluding support or other
non-related fees) pursuant to this Agreement. In no event will SCS have any
liability for any claim of infringement which is based upon the combination or
use of the Software with hardware, software or data where the infringement would
not be caused by use of the Software alone, modification of the Software by
Licensee if such claim would have been avoided by use of the unmodified
Software, or use of other than the most current release of the Software if such
claim would have been avoided by the use of the most current release. The rights
granted to Licensee under this Section 12.6 are Licensee's sole and exclusive
remedy for any alleged breach of the warranty in this Section 12.6.

12.7 Limitations. EXCEPT AS SET FORTH ABOVE, SCS MAKES NO
OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH
PARTY SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. The
foregoing limitation shall not apply to obligations of SCS under Section 12.6.

13. Assignment.

Licensee may not sublicense or assign any interest in this
Agreement, including, without limitation, the license for the Software, or
related documentation; provided, however, that: (i) Licensee may assign this
Agreement to an Affiliate, to a successor in interest, or to a purchaser of all
or substantially all of its assets; or (ii) Licensee may assign this Agreement
to a third party, in each case only with the prior written consent of SCS (which
shall not be unreasonably withheld) and payment of the then current license
transfer fee, provided, however, that no license transfer fee shall be required
for Licensee to assign this Agreement to an affiliate or if Licensee assigns
this Agreement or any licenses granted under this Agreement to a successor in
interest or a third party following the expiration of the Thirty-Three Month
Period (as defined in Section 3.2 above). Notwithstanding the foregoing, no
consent of SCS or payment of a license transfer fee shall be required for any
assignment of this Agreement contemplated by a Chapter 11 Plan of
Reorganization. Any attempt by Licensee to assign or transfer this Agreement in
violation of this provision is void.

14. General.

This Agreement constitutes the entire agreement and
understanding between the parties and may be amended only in writing, signed on
paper by authorized representatives of both of the parties. This Agreement shall
be governed and interpreted according to the laws of the State of California,
U.S.A., without regard to conflicts of law provisions thereof. To the maximum
extent permitted by applicable law, the provisions of the Uniform Computer
Information Transactions Act ("UCITA"), as it may have been or hereafter may be
in effect in any jurisdiction, shall not apply to this Agreement. This Agreement
is governed by Section 365(n) of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (the "Bankruptcy
Code"), and that if SCS, as a debtor-in-possession or a trustee in bankruptcy in
any case under the Bankruptcy code rejects this Agreement, Licensee may elect to
retain its rights hereunder to the licenses granted by SCS as provided in
Section 365 (n) of the Bankruptcy Code. Any action, controversy or proceeding
relating to this Agreement shall be brought in the appropriate state or federal
court located in Orange County, California, U.S.A., and each party hereby
irrevocably consents to the jurisdiction of such court. This Agreement shall be
binding upon and shall inure to the benefit of the parties' respective permitted
successors and assigns. If any legal action or proceeding is brought for the
enforcement of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other reasonable costs
incurred in that action or proceeding, in addition to any other to which relief
it may be entitled. If any legal action or proceeding is brought for the
enforcement of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled. The failure of either party to insist upon or enforce strict
performance by the other party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect. The parties acknowledge and agree that in
the performance of this Agreement, they shall comply with all applicable
federal, state and local laws and regulations. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
instrument.

]
IN WITNESS THEREOF, the parties have executed this Agreement as of the
dates set forth below.

LICENSEE:

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Dated: December 1, 2003
---------------------------------------
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Chapter 11 Trustee
to the Bankruptcy Estates of Coram
Healthcare Corporation and Coram, Inc.

SPECIALIZED CLINICAL SERVICES, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Dated: December 19, 2003
---------------------------------------
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇.▇▇.
Title: President & CEO

EXHIBIT A

FAMILY OF SOFTWARE MODULES

1. Admissions and Authorizations

2. Pharmacy Module

3. Pharmacokinetics (when available as web based application)

4. Equiptrax

5. Contracts, Pricing, and Reimbursement (reimbursement schedule module in
process of completion)

6. Tickler Notifications

7. System Administration (Application Security)

8. Master Files and Tables

9. Standard Reports (includes labels, letter, reports, and Crystal Reports
Run Time License)

10. Data Dictionary

11. Patient Electronic Medical Record

EXHIBIT B

SOURCE DATA FILES PROVIDED BY SCS

RESPONSIBLE FOR PROCURING,
SOURCE FILE NAME LICENSING COMMENTS
---------------- -------------------------- --------

AHFS SCS SCS researching pricing.

First Data Bank (FDB) Blue SCS Used in application for claims
Book pricing, SCS researching pricing.

Medical Economics Red Book SCS Used in application for claims
by NDC pricing, SCS researching pricing.

Facts & Comparisons AWP SCS Used in application for claims
pricing, SCS researching pricing.

Red Book AWP by J Code SCS Contains AWP Statistics by Jcode,
NDC code). Used in application
for claims pricing, SCS
researching pricing.

ICD9 SCS Codes supplied/updated by SCS via
application release process.
Obtained from AMA.

▇▇▇▇ Interface SCS Compounder Interface for Pharmacy
Module

▇▇▇▇▇▇ Interface SCS Compounder Interface for Pharmacy
Module

EXHIBIT C

NAMES AND LOCATIONS OF COMPANIES OR

AFFILIATES CLASSIFIED AS DOING BUSINESS WITH CORAM

Coram Healthcare Corporation Subsidiaries & Affiliates Partnerships and Joint Ventures

Coram Alternate Site Services, Inc. ABC Infusion Therapy

Coram Healthcare Corporation of Alabama Coram Healthcare/Carolina Home Therapeutics

Coram Healthcare Corporation of Florida ▇▇▇▇ Home Health Resources dba Coram Healthcare

Coram Healthcare Corporation of Greater D.C. SSM Infusion Services, LLC

Coram Healthcare Corporation of Greater New York Wilcor Health Services

Coram Healthcare Corporation of Indiana Wisconsin I.V. Affiliates, LLC

Coram Healthcare Corporation of Kentucky WIVA-Fox Valley, LLC

Coram Healthcare Corporation of Massachusetts
Tradenames
Coram Healthcare Corporation of Michigan

Coram Healthcare Corporation of Mississippi Coram Healthcare

Coram Healthcare Corporation of Nevada Coram

Coram Healthcare Corporation of New York Coram Hemophilia Services

Coram Healthcare Corporation of North Texas Coram Anti-infective Services

Coram Healthcare Corporation of Northern California Coram Transplant Services

Coram Healthcare Corporation of Rhode Island Coram Nutrition Services

Coram Healthcare Corporation of South Carolina Coram Chronic Disorders

Coram Healthcare Corporation of Southern California

Coram Healthcare Corporation of Southern Florida

Coram Healthcare Corporation of Utah

Coram Healthcare of Wyoming, LLC

Coram Homecare of Minnesota, Inc.

Coram Independent Practice Association, Inc.

Coram Pharmacy Limited

Coram Prescription Services, Inc.

Coram Resource Network, Inc.

EXHIBIT D

ACKNOWLEDGMENT OF LICENSE RESTRICTIONS

This Acknowledgment of License Restrictions is executed by the
undersigned as a condition to the undersigned's access to and use of the
Software licensed to Coram, Inc. ("Coram") pursuant to the terms and provisions
of that certain Specialized Clinical Services, Inc. Specialized Clinician(R)
System Source Code License and Support Agreement for Home Care Services (the
"License Agreement") between Specialized Clinical Services, Inc. ("SCS") and
Coram with reference to the following:

R E C I T A L S

A. SCS and Coram have entered into a License Agreement whereby
SCS has granted to Coram the right to use the Software described on Exhibit A
attached thereto (the "Software").

▇. ▇▇▇▇▇ desires that the undersigned have the right to have
access to and use the Software in connection with the undersigned's business and
business relationship with Coram by accessing the Software at Coram's or its
Affiliates sites (as defined in the License Agreement) by use a laptop, portable
computer PDA or through a dial-up, Internet or intranet connection provided by
Coram or its Affiliates.

C. SCS has agreed to the undersigned's use of the Software
subject to the restrictions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the undersigned hereby agrees as follows:

1. Use of Software. The undersigned shall have the right to have
access to and to use the Software subject and conditioned upon compliance with
all of the terms, provisions and restrictions set forth in the License
Agreement. Upon any termination of the License Agreement, the undersigned's
right to have access to and to use the Software shall terminate concurrently
with the termination of the License Agreement.

2. Title. Except as otherwise set forth in the License Agreement,
title in and ownership of all rights in the Software and related documentation
(as such terms are defined in the License Agreement), medication protocols and
all other information or materials supplied by SCS, including all trademarks or
service marks related thereto, and all copies thereof, shall remain at all times
vested solely in SCS. In no event shall the undersigned take any action to
register any trademark, copyright or patent relating to the Software, and
related documentation.

3. Restrictions on Copying and Use. The undersigned may access
the Software at Coram's or its Affiliates site as set forth in paragraph 1 above
but shall not otherwise make any copies of the Software for any purpose
whatsoever. The undersigned shall further not otherwise copy the Software, and
related documentation or any portion thereof without the prior written consent
of SCS and Coram. The undersigned shall not translate, reverse engineer,
decompile or

disassemble the Software or make any derivative works from the Software or the
related documentation. The reconstruction in whole or in part of the object
code, source code or algorithms contained in the Software will automatically
terminate the undersigned's right to have access to or to use the Software. In
no event shall the undersigned sublicense, sell, transfer or assign the
Software, related documentation or any portion thereof. Any attempt at the
sublicense, sell, transfer or assignment of the Software, or related
documentation shall be null and void.

4. Confidentiality. The undersigned hereby agrees to maintain all
of the Software, related documentation, medical protocols and other information
and materials supplied by SCS in confidence and shall not disclose any of such
information to any third party other than the undersigned's employees, or
otherwise use any of such information for any purposes other than as
specifically contemplated herein. The undersigned agrees to maintain the same
confidentiality procedures concerning such information and materials as it
maintains with respect to its own proprietary information.

5. No Warranty. Neither SCS nor Coram makes any warranty to the
undersigned, express or implied, relating to the Software, including without
limitation, any implied warranty of merchantability or fitness for a particular
purpose or noninfringement. In no event shall SCS or Coram be liable for
incidental, indirect, special, punitive, or consequential damages, even if SCS
or Coram shall have been advised in advance of a possibility of such damages.

6. No Assignment. The undersigned may not sublicense or assign
any interest in this Agreement, including without limitation, the right to use
the Software or related documentation, without the prior written consent of SCS
and Coram that may be withheld by SCS or Coram in its sole discretion. Any
attempt by the undersigned to assign or transfer his rights under this Agreement
without the prior written consent of SCS shall be void.

7. Indemnification. The undersigned acknowledges and agrees that
he/she/it shall indemnify and hold harmless Coram, its parent, subsidiaries,
affiliates, officers, directors, employees and agents from and against any and
all liability, losses and claims arising out of or related to the undersigned's
breach of its obligations under this Agreement.

8. General. This Agreement constitutes the entire agreement and
understanding between the parties and may be amended only in writing, signed by
both SCS and the undersigned. This Agreement shall be governed and interpreted
according to the laws of the State of California, U.S.A. Any action, controversy
or proceeding initiated by the undersigned relating to this Agreement shall be
brought in the appropriate state or federal court located in Orange County,
California, U.S.A. The undersigned hereby irrevocably consents to the
jurisdiction of such court. This Agreement shall be binding upon and shall inure
to the benefit of the parties' respective permitted successors and assigns. If
any legal action or proceeding is brought for the enforcement of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.

IN WITNESS WHEREOF, the undersigned has executed this Agreement, for
the benefit of SCS and Coram, as of the date set forth below.

Provider: ________________________________________

By:_______________________________________________

Printed Name:_____________________________________

Address:__________________________________________

__________________________________________

Telephone:________________________________________

Dated:____________________________________________

EXHIBIT E

SUPPORT STAGED IMPLEMENTATION SCHEDULE

IMPLEMENTATION STAGES

Stage Content
----- -------

Stage I Referrals, Admissions, Authorizations, Limited Contract Information

Stage II Pharmacy, Order Entry, Contracts, Pricing, Reimbursement, Patient Medical
Record; Forms Tracking.

Stage III Clinician Scheduling, Venous Access Assessment

The parties acknowledge and agree that as the project progresses planned
functionality may shift between planned stages of deployment.

EXHIBIT F

CORAM TRAVEL POLICY

POLICY OUTLINE

I. Purpose and Scope........................................ 1
II. Travel Arrangements...................................... 1
Travel Profiles..................................... 1
Approval for Travel................................. 2
Booking............................................. 2
III. Airline Travel........................................... 2
Overview............................................ 2
Preferred Airline Carrier........................... 2
Lowest Logical Airfare.............................. 2
Saturday Night Stays................................ 3
Class of Service.................................... 3
Changes in Flight Arrangements...................... 3
Cancellations/Refunds/Unused Tickets................ 3
Non-Refundable/Penalty Tickets...................... 3
Frequent Flyer Policy............................... 3
Seating Assignments................................. 3
Personal Travel..................................... 4
IV. Lodging.................................................. 4
Reservations........................................ 4
Hotel Selection..................................... 4
Guaranteed Reservations/No-Show Billing............. 4
Payment for Hotel Accommodations.................... 4
Hotel Telephone Charges............................. 4
Other Charges....................................... 4
V. Transportation........................................... 5
Rental Cars......................................... 5
Personal Automobile Usage (Mileage)................. 5
Other Automobile Related Expenses................... 5
Parking............................................. 5
VI. Meals and Entertainment.................................. 5
Meals............................................... 5
Business Meals...................................... 6
VII. Group Travel/Meetings.................................... 6
VIII. Telephone Expenses....................................... 6
IX. Payment Methods.......................................... 6
Corporate Cards..................................... 6
Cash Advances....................................... 6
Corporate Calling Cards............................. 7
X. Expense Reimbursement Processing......................... 7
Expense Report Submission........................... 7
Expense Report Approval............................. 7
Documentation Requirements.......................... 7

XI. Non-Reimbursable Expenses................................ 7
XII. Phone Numbers/Contacts/General Information............... 8

I. PURPOSE AND SCOPE

Travel and business expenses are one of Coram Healthcare's largest
expenses. For this reason, management has adapted this company-wide
Travel Policy to ensure that only necessary and reasonable travel and
business expenses are incurred by the Company as provided by the
following guidelines.

This policy is intended to:

Provide guidelines and information to assist Coram traveling
employees in making travel plans.

Define the Company's obligations for reimbursement of travel
and business expenses.

State the Company's policy on travel and related business
expenses.

Establish equitable standards for all employees who travel.

This policy is not intended to define personal accounting for federal
tax laws governing the reporting of expenses on an individual's tax
return.

Coram expects all employees who are on Company business to travel
comfortably and safely. Expenses incurred should be reasonable and in
line within the geographical area involved. The reimbursement of
expenses is for valid business purposes AND EACH EMPLOYEE IS REQUIRED
TO EXERCISE PRUDENT JUDGMENT TO MINIMIZE TRAVEL EXPENSES TO THE
COMPANY.

Coram will reimburse employees for reasonable and necessary
out-of-pocket expenses incurred in the performance of their assigned
duties while traveling for the Company and for other non-personal
expenditures made for the benefit of the Company. Reimbursement is
based on the principle that employees should neither gain nor lose by
reason of expense incurred during Company related business.

Officers and Directors who approve employees travel requests and
expense claims will be accountable for determining:

All travel requested is necessary to the performance of an
employee's duties.

Expenses claimed are reasonable, ordinary, necessary, and
within the Company's travel policy.

Coram is not responsible for those expenses that are not in compliance
with this Travel Policy. Travelers who do not comply with this Travel
Policy are subject to delay or withholding of reimbursement.

IT IS THE RESPONSIBILITY OF THE DESIGNATED TRAVEL AGENT TO ENFORCE THE
CORAM TRAVEL POLICY AND PROVIDE CORAM TRAVELERS WITH UP-TO-DATE
INFORMATION ABOUT TRAVEL SERVICES.

II. TRAVEL ARRANGEMENTS

TRAVEL PROFILES

All employees expecting to travel one or more times per year must
submit a completed Travel Profile Form (Exhibit A) to the designated
travel agent to ensure that pertinent details and preferences are
adhered to in the reservation process.

Employees are responsible for informing the designated travel agent of
all personal travel information changes, including charge/credit card
numbers, frequent flyer numbers, delivery

addresses, phone numbers, title, medical restrictions, special meal
requirements, and seating preferences.

APPROVAL FOR TRAVEL

All company travel requires pre-authorization by the traveling
employee's manager by completing a Travel Pre-Authorization Form
(Exhibit B). After completion of a trip, the Travel Pre-Authorization
Form must accompany its related Expense Report (see Expense Report
Completion Instructions (Exhibit C)). Expense reports will not be
processed without a properly completed Travel Pre-Authorization Form
attached.

BOOKING

All travel arrangements involving airfare, lodging, or rental cars must
be made through the designated travel agent to ensure that negotiated
Coram rates are obtained. It will be helpful to complete a Travel
Request Form (Exhibit D) and fax (see page 8 for fax numbers) to the
designated travel agent. Any travel that is not booked through the
designated travel agent will not be reimbursed.

Please verify travel arrangements immediately upon receipt for
accuracy, errors, or discrepancies and notify the designated travel
agent. The sooner you notify the designated travel agent of any
discrepancy, the better the options to correct the itinerary and
minimize any possible financial costs.

III.AIRLINE TRAVEL

OVERVIEW

Coram's Travel Policy objective is to purchase air travel at the lowest
expense level consistent with good business practice. This objective
can best be accomplished by:

Selecting air travel arrangements with the lowest logical
airfare.

Planning air travel as far in advance as possible, preferably
a 14-day advance purchase.

Requesting scheduled arrival and departure times allowing for
a 90-minute window in each direction for booking (the
designated travel agent has been instructed to search for the
lowest available air fare within 90 minutes of the requested
departure and arrival time). However, employees, whenever
possible, should not travel during the business day.

In order to take advantage of the most economical airfare, employees
are not to request a particular airline or specific flight, and
whenever possible, do not specify airports if there are two in close
(e.g., one hour driving time) proximity.

PREFERRED AIRLINE CARRIER

The Company has negotiated special rates with a specific carrier.
United Airlines is the preferred airline carrier for Coram. Coram
receives a discount with United; therefore, when selecting your final
travel arrangements and there is a comparable choice between United and
another carrier, United must be the airline selected.

LOWEST LOGICAL AIRFARE

In consideration of the many airlines available, the objective of this
policy is for the employee to use the airline and routing that will
provide the lowest airfare to a destination without detracting from
achieving the business purpose of the trip.

Employees should use the lowest logical airfare using Coram's
parameters and sound business judgment. The lowest logical airfare is
defined as a fare for a flight that:

Departs within a 90-minute window of the requested departure
time.

Requires no more than one stop or change of planes each way.

Adds no more than two hours to the total one-way travel time.

If the traveler declines the lowest logical airfare, the designated
travel agent will require approval from the employee's immediate
supervisor.

Unless an employee losing a substantial amount of their workday
traveling, the employee must take the lowest logical fare or it will
not be reimbursed.

SATURDAY NIGHT STAYS

Although employees are not required to extend their trips over a
Saturday night, employees should plan each trip so that, when and if
appropriate, airline tickets may be issued showing a Saturday night
stay. Airfare savings can be substantial when showing a Saturday night
stay. If a documented substantial net savings is realized (including
reasonable expenses for hotels, meals, and transportation), Coram will
reimburse the employee for the cost of the hotel room, meals, and
transportation expenses (subject to policy restrictions/limitations).

CLASS OF SERVICE

Coach class service is required for all Coram business trips. First
class upgrades may be purchased at the employee's personal expense, or
with the employee's own upgrade certificate.

CHANGES IN FLIGHT ARRANGEMENTS

Changes in travel arrangements made after the beginning of a trip
should be made by contacting the designated travel agent (see page 8
for phone numbers).

In the event that travel arrangements must be made at the airport, the
designated travel agent must be contacted via phone from the airport to
make all changes. In most cases, travelers can have their tickets
re-validated at the airline ticket counter without incurring additional
expense. Employees may not exchange airline tickets for less expensive
tickets and use the difference for their own benefit.

CANCELLATIONS/REFUNDS/UNUSED TICKETS

Please call the designated travel agent immediately once the trip has
been cancelled. The agent will advise if a refund will be submitted or
if the ticket can be used for future travel.

All employees are required to return all unused tickets to the
designated travel agent at the Denver corporate office.

NON-REFUNDABLE/PENALTY TICKETS

Advance purchases of tickets often carry restrictions, which range from
imposition of penalties for change to being completely non-refundable.
In most cases, such tickets may still be used by following these
procedures:

Call the designated travel agent to check the availability of
the flight you would like to take. If the flight is open, do
not make a reservation. Bring your ticket to the gate agent
and advise them you would like to stand by for the flight.
This procedure results in no additional collection.

If the flight is full, call the designated travel agent,
change the reservation, and have your tickets re-validated.
Consult the designated travel agent for additional
instructions.

FREQUENT FLYER POLICY

Traveling employees are encouraged to retain frequent flyer program
benefits. However, participation in these programs must not influence
flight selection that would result in incremental cost to the Company
beyond the lowest logical airfare available, as defined in this policy.

If you are not participating in the frequent flyer program with United
Airlines, the designated travel agent can enroll you at their
convenience.

SEATING ASSIGNMENTS

Seats are assigned on a first-come first-served basis. The designated
travel agent will attempt to procure the traveler's first choice for
seating. If this is not available, a second choice will be requested.
When neither is available "Airport Check-in" will appear on your
itinerary. THE COMPANY WILL NOT REIMBURSE FIRST CLASS TICKETS OR
UPGRADES.

PERSONAL TRAVEL

Employees are encouraged to use the designated travel agent to purchase
airline tickets, hotels, and rental cars for personal use. However,
employees may not charge personal travel expenses to Coram. Personal
reservations will be handled at the discretion of the designated travel
agent.

IV. LODGING

RESERVATIONS

All hotel reservations must be booked through the designated travel
agent to ensure the lowest rates, provide management with accurate
reporting, and allow for better-negotiated rates with selected hotels.

HOTEL SELECTION

The designated travel agent maintains a listing of hotels for which
Coram has specially negotiated corporate rates. This listing is
supplemented with the designated travel agents a list of other
preferred hotels.

The designated travel agent representatives will inform travelers of
preferred hotels for the specified destinations of travel.
Occasionally, a hotel will offer special rates on the day of arrival
that is less than the corporate rate and was not available on the day
the reservation was booked.

Employees should always ask if a lower rate is available, and should
report such variations to the designated travel agent so that
opportunities for renegotiating are identified.

Travelers are expected to stay in hotels in the moderate category
(i.e., Holiday Inn, Courtyard by Marriott, Radisson Inn, Fairfield Inn,
Best Western, etc.).

GUARANTEED RESERVATIONS/NO-SHOW BILLING

All hotel rooms are guaranteed for late arrival using the employee's
credit card. If the traveler does not show, they will be liable for the
first night's room and taxes. THESE CHARGES ARE NOT REIMBURSABLE BY
CORAM.

To avoid no-show billing, guaranteed reservations must be canceled.
Travelers are responsible for any penalties associated with no show
billing, unless the no-show is due to circumstances beyond their
control. When canceling a reservation, a record should be kept of the
cancellation number or the name of the hotel employee taking the
cancellation.

Generally, there is a twenty-four (24) hour cancellation policy.

PAYMENT FOR HOTEL ACCOMMODATIONS

Payment for hotel charges should be made by the employee and reported
on the applicable expense report for reimbursement. Under no
circumstances shall hotel charges be billed directly to Coram.

HOTEL TELEPHONE CHARGES

All business related local or long distance calls included on an
employee's hotel ▇▇▇▇ are reimbursable. Telephone charges should be
noted separately from lodging charges on an employee's expense report.

TO THE EXTENT POSSIBLE, EMPLOYEES SHOULD CHARGE PHONE CALLS WHEN
STAYING AT A HOTEL TO A PHONE CARD OR CREDIT CARD TO REDUCE FEES.

See the Telephone Expenses section of this policy for guidelines on
phone charges.

OTHER CHARGES

Other charges included on an employee's hotel ▇▇▇▇ are governed by
other sections of this Travel Policy. Under no circumstances should
expenses of a purely personal nature be reimbursable, i.e., honor bar,
movies, laundry, valet parking, etc.

V. TRANSPORTATION

RENTAL CARS

Car rental should be used when other less expensive transportation is
unavailable. Travelers should consider these other possibilities:

Facilities may have company-owned vehicles on site;

Hotel shuttles are available;

Personal automobiles may be used for close-to-home trips;

Taxis or limos/car service, on short trips, may be less
expensive than a rental car;

Travelers should share rental cars whenever possible to reduce
costs.

If a rental car is required, all reservations must be booked through
the designated travel agent, who will reserve the car with the company
that Coram has contracted a corporate rate.

PERSONAL AUTOMOBILE USAGE (MILEAGE)

The use of a personal automobile should be limited to trips where this
is the lowest cost alternative. When it is necessary for an employee to
use their own automobile for company business, the employee will be
reimbursed for usage at the current IRS rate of $0.345 per mile
traveled. This does not apply to those individuals with an automobile
allowance, where the reimbursable rate is $0.11 per mile traveled.
Commuting to and from an employee's normal work location may not be
included in reimbursable mileage.

Specific costs, such as gas and oil, will not be directly reimbursed as
they are considered to be included in the per mile reimbursable rate.
Employees using their personal automobile for business must carry
adequate insurance coverage, as Coram does not insure an employee's
automobile.

To qualify for this reimbursement, the employee must attach to their
expense report a Mileage and Auto Expense Log (Exhibit E) detailing the
business miles driven each day during the period for which
reimbursement is requested.

OTHER AUTOMOBILE RELATED EXPENSES

Other automobile-related expenses, which are reimbursable to employees
if for Coram business purposes only are:

Taxis and limos/car services;

Parking fees and toll charges;

Refueling charges for company-owned and rental vehicles.

PARKING

Necessary parking costs while traveling on company business, including
airport parking, are reimbursable. Satellite parking at airports should
be used whenever possible.

VI. MEALS AND ENTERTAINMENT

MEALS

Coram will reimburse traveling employees for reasonable meal costs up
to a $40.00 daily maximum if the trip requires an overnight stay.
Employee meal costs for one day trips are reimbursable if the return
portion of the trip extends beyond normal working hours. Nothing in
excess of actual expenses with a per diem maximum of $40.00 will be
reimbursable. Reasonable meal rates are those incurred for meals only,
at moderately priced restaurants for the areas visited and must be
supported by a receipt.

Gratuities in excess of 10% are not reimbursable.

BUSINESS MEALS

Expenses for business meals, including tax and tip (tip not to exceed
10%) are reimbursable when the meal is used as a setting for the
purpose of discussing a business related activity between an employee
and guests. Personal or social dinners do not qualify as business
meals. Costs for alcoholic beverages are not reimbursable unless such
costs are incurred with the business meal.

VII. GROUP TRAVEL/MEETINGS

Group travel/meetings are defined as ten (10) or more employees
traveling to a destination for a common purpose.

Group travel/meetings must be authorized by an executive officer of the
Company. In addition, when you are planning a group meeting, it is
imperative that you notify the designated travel agent to ensure that
travel agents negotiate special rates for air, lodging, and
transportation expenses.

It would be helpful to complete a Group Travel Reservation Request Form
(Exhibit F) and fax to the designated travel agent.

VIII. TELEPHONE EXPENSES

To the extent possible, employees should charge phone calls when
staying at a hotel to a phone card or credit card, and not to their
hotel room. Employees who will be traveling frequently may apply for a
corporate phone card. See the section of this policy entitled Payment
Methods for information on obtaining a corporate calling card.

In-flight phone calls are discouraged due to their excessive costs.

IX. PAYMENT METHODS

CORPORATE CARDS

Corporate American Express cards are the preferred method of payment
for business travel.

Employees who have frequent travel noted in their job descriptions may
be eligible for a Corporate American Express Card. Approval from an
employee's direct supervisor (director or above) is necessary before an
employee can receive an application for the card. All Corporate
American Express cards must be processed through Corporate Purchasing.

Coram is not financially liable for any charges, cash advances, late
fees, or other penalties resulting from the use of the American Express
Card held by any employee. Each employee is solely liable for the
payment of their debts and obligations to American Express. These cards
are intended to assist employees in paying for Coram business related
travel, eliminate the need for advances, and alleviate the need for
charges to be billed directly to Coram.

CASH ADVANCES

Cash advances for travel are strongly discouraged, but may be granted
on a limited/exception basis. Employees without a Corporate American
Express card may obtain travel advances through Accounts Payable on a
trip-by-trip basis when approved by their supervisor (not lower

than a vice president). The employee receiving the advance must sign a
travel advance form to be used as a basis for a payroll deduction in
the event that an approved expense report and the residual amount of
the advance (if any) are not returned to Accounts Payable within
forty-five (45) days from the date of the advance check date.

Expenses for the trip are to be deducted from the related cash advance
by filing an expense report that notes that an advance was made. Any
residual funds must be returned to the Treasury department lock box
(call the corporate Treasury Department) with the related expense
report. Any deficit noted on the expense report will be paid from
Accounts Payable in the same manner as a normal expense report.

CORPORATE CALLING CARDS

Employees eligible for Corporate American Express cards for travel
purposes are also eligible for Corporate Calling Cards. The procedure
for obtaining approval is the same as that of obtaining a Corporate
American Express Card. If the employee uses a phone card, the itemized
statement is required for reimbursement regardless of dollar amount.

X. EXPENSE REIMBURSEMENT PROCESSING

EXPENSE REPORT SUBMISSION

To receive reimbursement for travel and business expenses paid,
employees must list all business-related expenses on an Expense Report
Form (Exhibit C). The Expense Report must be complete and indicate
reasons for travel, and branches, facilities, or cities visited.
Employees should forward expense reports to corporate Accounts Payable
within thirty (30) days of incurring the expenses. Expense reports that
are not properly completed may be significantly delayed. If an expense
report is not properly approved, it will be returned to the employee's
supervisor.

Expense reports may be submitted as frequently as weekly, but must be
filed at least monthly. Monthly expense reports must be submitted by
the tenth of the following month. Excessive delays in submitting
expense reports may delay processing in Accounts Payable.

EXPENSE REPORT APPROVAL

Expense reports are to be approved by an employee's supervisor (not
less than a director).

DOCUMENTATION REQUIREMENTS

An itemized receipt must support each individual expense greater than
or equal to $25.00. Receipts should be taped to a separate 8 1/2" x
11" paper in an organized manner.

XI. NON-REIMBURSABLE EXPENSES

Employees will not be reimbursed for expenditures of a personal nature
incurred while on a business trip. A guideline that represents commonly
disallowed expenses (not meant to be an all inclusive listing) is as
follows:

Luxury rental cars.

Luxury hotel accommodations.

Traffic citations and parking tickets received while on
company business.

Airfare, accommodations, meals, and other expenses incurred by
other than a Coram employee on approved business travel.

Purchases of theater tickets, sporting events, and items of
entertainment of a personal nature not necessary to the
requirements of the business trip.

Gym, spa, and health club fees.

Pay-per-view movie channels.

Movies, newspapers, books, magazines, haircuts, toiletries,
and shoeshines.

Theft, loss, or damage to personal items, luggage and
briefcases, etc.

Medical expenses not covered by insurance.

Personal travel insurance.

Household expenses while away from home.

Laundry expenses (unless the employee has been traveling for
five (5) or more consecutive days).

Rental car insurance.

Questions regarding reimbursement should be resolved with your
immediate supervisor before the expenses are incurred.

XII. PHONE NUMBERS/CONTACTS/GENERAL INFORMATION

DESIGNATED TRAVEL AGENT

American Express One Travel
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Toll Free: ▇▇▇-▇▇▇-▇▇▇▇
Local: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Hours of Operations:
7:30 a.m. to 4:30 p.m. MTN

CORAM CORPORATE ACCOUNTS PAYABLE

▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Contact:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

CORAM CORPORATE TREASURY DEPARTMENT

▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Contact:
▇.▇. ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

EXHIBIT G

SCS SPECIFICATIONS AND DOCUMENTATION

System Functionality Summary

The Specialized Clinician(R) consists of modules, each one with expandable
features.

PATIENT MANAGEMENT

The central module of The Specialized Clinician records and tracks the patient's
medical, demographic and insurance information. The system was designed
specifically to manage the individual patient, from both the clinical and
business perspective. Utilizing the relational database, the patient information
"follows" the functions of the system without the need for re-keying thus
minimizing redundant activity and assuring information consistency.

THE PATIENT MANAGEMENT MODULE INCLUDES:

- Intake and Admissions

- Demographics

- Medical History

- Episode of Care

- Insurance Records/Policies

- Electronic Medical Record/Clinical Notes

- Global Notes

- Admission History

- Drug-Drug Interactions (First Databank(TM)interface required)

- Medication History

- Master Files

- Reports/Forms

- Staff/Patient Assignment

- Event Tracking/Managing

- Outcomes Monitoring and Reporting

- Delivery Notes/Schedule/Information

- Patient Lists by Assigned Caregiver

- Management Reports

- Multidisciplinary Care Planning/Pathways

- Standard Text Block Writer

The following demonstrate some of the features of the Patient Management module.

MASTER FILES

Master Files act as the foundational database for the entire Specialized
Clinician system and includes:

- Physician/Staff File

- Insurance/Organization File

- Product Catalog

- Therapy Catalog

- Diagnosis Catalog

- Allergy Catalog

- Outcome Catalog

- Procedure Codes

- Revenue Codes

- Billing Templates

DATA FIELD LINKS

The Specialized Clinician utilizes data field links. The system contains links
to other data fields. With these links, pre-set templates of information can be
used for a wide range of correspondence, patient records, clinical charting, and
reporting.

EVENT MANAGER

Event manager (i.e. tickler system) enables tracking of events and managing
procedures, retaining information until all sequenced events have occurred. It
also can document task completion in the electronic medical record and assists
in managing that the proper actions are taken, at the proper time, and in the
proper order.

PAYER AND ORGANIZATION FILE

This is a database for each patient's insurance information. Each payer billed
is directly linked to the patient on service. Accessing the payer will
automatically link to the attached claim forms, transferring the information
from each patient record.

MEDICAL HISTORY

Comprehensive clinical component automatically calculates a range of patient
data such as body surface area and lean body weight assisting the clinician to
effectively manage multiple primary and secondary diagnoses, allergies, venous
access and hospitalization history.

ELECTRONIC MEDICAL RECORD (EMR)

The EMR function tracks interventions and creates a permanent, ongoing event
tracking record of clinical activity for the patient. The system can selectively
or automatically enter data into the record or prompt the clinician to add
data/notes.

Clinical Care (Pharmacy/Assessment)

The Specialized Clinician offers numerous clinical capabilities. It
automatically calculates a wide range of prescriptions and therapies with
multi-discipline integration. Clinical Care module provides clinicians a
powerful, infinitely useful tool for insuring total quality care.

THE CLINICAL CARE MODULE INCLUDES:

- Multi-Level Care Planning and Tracking

- 485/487 Forms

- Patient Assessment/Nurse Visit Documentation

- Visit Tracking

- Medication Documentation

- On-Line Drug Interactions (First Databank(TM)interface required)

- Dosage Range Checks

- TPN Compounder Interface

- Monthly AWP and Drug Interaction Updates (First Databank(TM)interface
required)

- Multiple-Application Label Printing

- Pharmacy Operation Scheduling

- Pharmaceutical Calculations

- Prescription Maintenance

New, Refill, Edit, Review, Discontinue, Void

- Prescription Activity Modules

TPN Formulation

Reverse TPN Creation Capabilities

Electrolyte Balancing

Large Volume Parenteral

IV Medications

Variable Concentration Drugs (i.e. Growth hormones)

Ambulatory Rx Module (Non-parenteral Meds)

Ancillary Only Rx's

Pain Management

Enteral

- Prescription Writer Function

- Appropriateness of Dosing Checks/Clinical Review

- Clinical Consult Generation

- Prescription Templates

- Automated Refill/Compounding Scheduler

- Allergy Checks

- On Screen Charges/Cost Analysis

- Report Generation/Documentation

Prescription

Clinical Reports

Prescription Labels

Compounding Record

Electrolyte Pooling Worksheet (TPN prescriptions)

Ancillary Lists

Cost/Charge Report

Medication Profile

FINANCIAL MANAGEMENT

The system provides pricing structures to manage a multitude of contracts and
also functions to help simplify claims generation, submission and billing.
Offers management of claims, accounts receivables, cash and revenue. Total
integration with patient and clinical data helps provide accuracy in all
financial transactions and reporting.

FINANCIAL MANAGEMENT FUNCTIONALITY INCLUDES:

- Accounts Receivable

- Automatic Calculation of Charges by Patient, Therapy, Payer,
Institution

- Pricing Management

- Acquisition Cost Interface

- Multiple Billing and Claim Forms

- Electronic Claims Submissions

- Point of Sale Transmissions (On-Line Adjudication)

- Reports and Analysis

- Automatic Claim Generation and Submission

- Flexible Price Matrix

- Supports discounts, per diems, AWP, and capitated Pricing

- Customization of billing descriptions

- Kitting and procedure codes

- On Line, Real Time Accounts Receivable Inquiry

- User Definable A/R and Revenue Reporting

- Revenue Reports with multiple sorting and revenue/cost analysis

- Collection Reports

- Billing Reports

- A/R Transaction and History Reports

- General Ledger reports

- Cash Receipts Journal

- On Line Cost Analysis

- Automatic Tracking of Expiring Insurance Policies and Authorization

- One Step Invoice Crediting

- Supports Direct Entry of Charges Into Accounts Receivable

- Visit Tracking/Calendar-Month Billing

- DMERC Forms

- Automatic Generation of Secondary/Tertiary/Patient Claims

- On Demand Regeneration of Claims for Resubmissions

- On Line Follow-Up Note Capability

- User Definable A/R Reason Codes

- Ability to Generate Therapy/Prescription Specific

CLAIMS GENERATION AND SUBMISSION

A range of functions to provide a contract pricing management system. The
integrated price matrix links to patient insurance, carrier, prescription and
therapy information and automatically prices the therapy based on the
contractual agreement pricing entered into the system. Also bills secondary and
tertiary payers and rebills for denials and partial payments.

Electronic Claims Submission performs automated claims generation and on-line
adjudication including Point-of-Sale, for on-line verification and billing of
medications.

ACCOUNTS RECEIVABLE

The A/R component of the Financial Management module is tailored to the complex
requirements of health care providers. Cash applications are managed with
multiple transactions and A/R inquire capabilities, with flexible aging
categories. Collection letters and patient statements can be printed on demand.

OPERATIONS

The Operations module contains features and functions that help enhance
operational efficiencies and include:

- Equipment Management

- Perpetual Inventory

- Reporting

- Print Manager

- Security

- Multi-Area/Multi-Enterprise Capability

- Open Database Platform

EQUIPMENT MANAGEMENT

Allows tracking serialized inventory. The equipment's location, maintenance
background, history of care, usage and current condition is monitored. This
feature assists in enhancing operational efficiency and addresses FDA and other
regulatory reporting requirements.

Allows addition of accessory items to serialized equipment at delivery and
pickup. System monitors and flags the equipment that requires biomedical or
other maintenance.

MULTI-LEVEL SECURITY

Addresses data integrity and maintains patient privacy by utilizing multiple
access level codes. Limits staff's accessibility to data and gives system
administrator flexibility in maintaining security of operations and business.

INVENTORY

This inventory feature accurately tracks the real-time accounting of all product
utilization. Inventory reports allow for the management of the physical
inventory.

REPORTING

Provides additional reporting capabilities utilizing Crystal Reports(R) in
addition to the standard reports incorporated in the Specialized Clinician
system.

PRINT MANAGER

The print queue enables the user to print forms, reports and labels.

MULTI-AREA /MULTI-ENTERPRISE

Ability to report financial data for each separated area/enterprise (i.e.
different businesses/branch) but have one centralized patient database.

SOFTWARE DEVELOPMENT AGREEMENT

THIS SOFTWARE DEVELOPMENT AGREEMENT (this "Agreement") is made and
entered into effective as of December 19, 2003 (the "Effective Date") by and
between Specialized Clinical Services, Inc., a California corporation having a
principal place of business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("SCS") and Coram, Inc., a Delaware corporation having a
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Licensee").

RECITALS

A. SCS has developed and markets and sells a family of software
modules providing comprehensive software support for pharmaceutical services
(the "Base Software"), which has been licensed to Licensee pursuant to a
Specialized Clinician(R) System Source Code License and Support Agreement of
even date herewith (the "License Agreement").

B. Licensee desires that SCS create and develop certain
enhancements and modifications to the Base Software that Licensee or SCS may
determine from time to time pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants set forth herein, the parties agree as follows:

1. DEFINITIONS.

1.1 "AFFILIATE" shall mean corporations, business entities or
contractual partners of Licensee which Control, are Controlled by, or are under
common Control with Licensee, where "Control" means direct or indirect ownership
of at least fifty percent (50%) of the outstanding economic and voting interests
in such corporation, business entity or contractual partner, or such lesser
ownership interest that SCS may agree to in writing for specific corporations,
business entities or contractual partners.

1.2 "ALPHA" shall have the meaning set forth on Exhibit A.

1.3 "BASE SOFTWARE" means the family of software modules referred
to in Recital A above.

1.4 "BETA" shall have the meaning set forth on Exhibit A.

1.5 "CONFIDENTIAL INFORMATION" shall have the meaning set forth in
Section 7.2.

1.6 "DELIVERABLES" are those items to be identified on Enhancement
Development Schedules to be attached hereto from time to time.

1.7 "DETAILED DESIGN SPECIFICATION" means the Detailed Design
Specification, technical design plan and parameters for the Enhancements to be
developed by SCS hereunder as such specifications are jointly agreed to by SCS
and Licensee pursuant to Section 2.1 hereof.

1.8 "ENHANCEMENT" means the software to be developed by SCS
pursuant to this Agreement which will be comprised of one or a series of
projects, and which will consist of (i) enhancements to the Base Software that
will benefit Licensee's business procedures and/or system functionality in
accordance with a Detailed Design Specification, (ii) the Enhancement
Documentation and (iii) any other necessary supporting materials. Enhancements
to be developed pursuant to this Agreement shall be described on an Enhancement
Development Schedule specifying the Milestones, costs, Detailed Design
Specifications and Deliverables, which shall be attached to and made a part of
this Agreement, as may be amended from time to time. Enhancements shall not
include improvements, enhancements or upgrades to the Base Software that SCS
currently intends to implement or should determine to implement in the future
independent of this Agreement.

1.9 "ENHANCEMENT DEVELOPMENT SCHEDULE" means the Milestones,
costs, Detailed Design Specifications, development schedule and required
delivery dates for the Deliverables to be set out on the Enhancement Development
Schedules to be attached hereto from time to time.

1.10 "ENHANCEMENT DOCUMENTATION" means the user manual and related
documentation for the Enhancement, which may be in written or electronic form.

1.11 "GOLD MASTER" shall have the meaning set forth on Exhibit A.

1.12 "JOINT ENHANCEMENT" means an Enhancement, which is developed
by SCS for integration into the Base Software and for which the cost of
development is shared as provided in Section 4.2 herein.

1.13 "INTELLECTUAL PROPERTY RIGHTS" or "IPR" shall mean, with
respect to any technology, (i) all rights, title and interest in and to any
patent, letters patent, industrial model, design patent, ▇▇▇▇▇ patent, patent of
importation, utility model, certificate of invention and/or other indicia of
inventorship and/or invention ownership, and any application for any of the
foregoing, and including any such rights granted upon any reissue, division,
continuation or continuation in part applications now or hereafter filed,
related to any such application; (ii) all right, title and interest in and to
all trade secret rights arising under the common law, state law, federal law or
laws of any foreign country; (iii) all right, title, interest in and to all
trademarks, trade names and service marks; (iv) all copyright rights and all
other literary property and/or other rights of authorship; (v) all right, title
and interest in and to all know how and show how, in each case, with respect to
the subject technology.

1.14 "LICENSEE ENHANCEMENT" means enhancements or modifications to
the Base Software which are developed by SCS at the sole cost and expense of
Licensee as provided in Section 4.3, or which are developed by Licensee, or a
subcontractor selected by Licensee.

1.15 "MILESTONE" means significant events designated in an
Enhancement Development Schedule in the performance of Services or the
development process of Deliverables.

1.16 "PROGRAM DOCUMENTATION" means specifications and other written
descriptions of the Enhancement, where said documentation is intended to enable
an experienced, competent programmer to have reasonable facility in
understanding, using, updating and modifying such Enhancement.

1.17 "PROGRAM ERROR" means, with respect to an Enhancement, (i) any
failure to conform in any material respect to and perform in accordance with the
Detailed Design Specification, (ii) any inability to perform without
interruption, loss of data, or erroneous output, or (iii) any failure to conform
in any material respect to the description of the Enhancement in the Enhancement
Documentation.

1.18 "SERVICES" means the services set forth in one or more
Enhancement Development Schedules.

2. DEVELOPMENT OF ENHANCEMENTS.

2.1 IDENTIFICATION AND AGREEMENT TO ENHANCEMENTS.

(a) Licensee agrees to engage SCS to provide, and SCS
agrees to provide to Licensee, the Services and Deliverables set forth in one or
more Enhancement Development Schedules which are mutually agreed upon by SCS and
Licensee as set forth in this Section 2. This Agreement sets forth the general
terms and conditions applicable to each Enhancement Development Schedule, each
of which shall be in writing, and shall be effective only when signed by both
parties. References to this Agreement shall include any Enhancement Development
Schedules in effect from time to time.

(b) Proposed Enhancements to the Base Software will be
identified either by Licensee, or jointly by SCS and Licensee. SCS may in its
sole discretion, determine whether or not it desires to develop the proposed
Enhancement. Upon the identification of any proposed Enhancement for which SCS
elects to pursue development, SCS shall evaluate the proposed Enhancement and
shall determine whether or not the proposed Enhancement would be appropriate to
be included in the Base Software as a Joint Enhancement for the benefit of the
other customers of SCS, or if the proposed Enhancement would be of sole benefit
to Licensee as a Licensee Enhancement. SCS shall promptly notify Licensee of its
determinations. In the event SCS determines that the proposed Enhancement should
be included as a Joint Enhancement to the Base Software, such determination
shall be included in a mutually agreeable Enhancement Development Schedule. For
each proposed Joint Enhancement, SCS shall negotiate a joint cost sharing
arrangement with Licensee for the development of the proposed Joint Enhancement,
as more specifically provided in Section 4.2 below. In the event the proposed
Enhancement will not be included within the Base Software, the proposed
Enhancement shall be deemed a Licensee Enhancement, and Licensee shall be
responsible for the entire cost of the development of the proposed Enhancement
as provided in Section 4.3 below.

(c) In the event SCS determines not to proceed with the
development of the proposed Enhancement, either or both parties shall be free to
independently pursue the development of the Enhancement, and at their sole cost
and expense; provided, however, that if SCS determines to independently pursue
the development of any proposed Enhancement within two (2) years following the
notification by SCS to Coram not to jointly develop the proposed Enhancement,
SCS shall give Licensee written notice of its intention to pursue the
development of such Enhancement. Licensee shall have fifteen (15) days following
the receipt of such notice to notify SCS that it desires the proposed
Enhancement to be a Joint Enhancement under the terms and provisions of this
Agreement, in which event the proposed Enhancement shall be developed as a Joint
Enhancement hereunder. All documented costs and expenses incurred by Licensee in
connection with the original proposal of such proposed

Enhancement, as well as documented costs and expenses incurred in connection
with subsequent development of the Joint Enhancement shall be considered costs
and expenses incurred in connection with the Joint Enhancement for the purposes
of Section 4 below. Subject to the foregoing, any such Enhancement independently
developed by either party shall not be subject to this Agreement.

(d) The principal terms of each Enhancement Development
Schedule shall generally include:

(i) a description of the Services to be
performed and reasonably detailed specifications of the expected Deliverables;

(ii) the date for commencement of the Services
and estimated date of completion;

(iii) the total compensation for the Services,
which may be a fixed price, or a price based upon time and materials, or a
combination thereof, as mutually determined by the parties;

(iv) a detailed description of the
responsibilities, if any, of Licensee to assist SCS in the performance of the
Services, and the estimated amount of Licensee's time that he or she will be
expected to devote to such assistance;

(v) a list of services, equipment, and
facilities (if any) required to be obtained from SCS, Licensee or third parties,
and the party who is responsible for providing any such services, equipment or
facilities;

(vi) an identification of Milestones in the
performance of the Services and in the development of the Deliverables, together
with a description of the Deliverables associated with each such Milestone and a
deadline for achieving each such Milestone;

(vii) if applicable, a schedule of payments
associated with the achievement of each Milestone that are contingent upon the
acceptance by Licensee, pursuant to the terms of Section 3 below, of the
Deliverables associated with each such Milestone; and

(viii) if applicable, a description of any special
testing procedures and acceptance criteria for the Deliverables.

2.2 DETAILED DESIGN SPECIFICATION; OBLIGATIONS OF SCS.

(a) Completion of Detailed Design Specification. For
Enhancements, which SCS has agreed to develop hereunder, SCS shall, in
consultation with Licensee, prepare a proposed Enhancement Development Schedule
and proposed Detailed Design Specification which shall include an estimated cost
of development. SCS shall submit each proposed Detailed Design Specification to
Licensee promptly following its completion, but in any event, no later than the
deadline to be set forth on the related Enhancement Development Schedule to be
attached hereto.

(b) Agreement of Detailed Design Specification. As soon
as practicable following the receipt of each proposed Enhancement Development
Schedule and proposed Detailed Design Specification, the parties shall consult
in good faith in order to finalize the terms

and conditions thereof, including the costs of development, and the terms of
payment. In the event that, notwithstanding such good faith consultations, the
Parties are unable to agree upon the final Enhancement Development Schedule or
Detailed Design Specification, the proposed development of the Enhancement shall
terminate, and either Party will be free to pursue the development of the
proposed Enhancement on its own, as otherwise provided herein.

(c) Design Changes. Licensee acknowledges that up until
the date when the Beta version of the Enhancement is required to be delivered
according to the Enhancement Development Schedule, the parties may from time to
time agree in writing to amend the Detailed Design Specification for the
Enhancement, pursuant to a written request for such amendment ("Change Request")
proposed by either party. In connection with any Licensee Enhancement, SCS shall
not withhold consent to a Change Request proposed by Licensee unless SCS, in
good faith, determines that the Change Request would impose an unreasonable
burden upon its resources. In connection with any Joint Enhancement, neither
party shall unreasonably withhold consent to a Change Request proposed by the
other party; provided, however, that the determination of the reasonableness of
a Change Request shall take into account at least the following factors: (a) the
usefulness to Licensee of the subject matter of the Change Request, (b) the
usefulness to third-party SCS customers of the subject matter of the Change
Request, (c) the time frame for implementing the Change Request, and (d) the
cost to the parties. To the extent a change in the Detailed Design Specification
constitutes a "Significant Design Change" (as defined below), SCS and Licensee
shall mutually agree, in a writing executed on paper by authorized
representatives of the parties, upon (a) appropriate adjustments, if any, to be
made to the Enhancement Development Schedule and (b) the amount of additional
compensation, if any, to be paid in accordance with the provisions of Section 4
below. For the purposes of this Agreement, a "Significant Design Change" means a
modification to the Detailed Design Specification for the Enhancement that, by
mutual agreement of both SCS and Licensee, causes the Detailed Design
Specification to materially differ from the Detailed Design Specification as
previously accepted and approved by the Parties, or which would increase in any
material respect the amount of time or cost of completing the development of the
Enhancement.

(d) Development. SCS agrees to use its commercially
reasonable best efforts to design and develop the Enhancement and to deliver to
Licensee each of the Deliverables in accordance with the mutually agreed upon
Enhancement Development Schedule. Time is of the essence to the performance of
the obligations of SCS under this Agreement.

(e) Employees and Subcontractors. SCS shall obtain and
maintain in effect written agreements with each of its employees and
subcontractors who participate in any of SCS's work hereunder. Such agreements
shall contain terms sufficient for SCS to comply with all provisions of the
Agreement and to support all grants and assignments of rights and ownership
hereunder. Such agreements also shall impose an obligation of confidence on such
employees and subcontractors as set forth in Section 7.1 ("Confidentiality
Obligations"). Upon prior written consent of Licensee in each instance which
will not be unreasonably withheld, SCS may delegate the performance of services
hereunder to one or more third party subcontractors which are reasonably
acceptable to Licensee, and which have agreed in writing to be bound by such
Confidentiality Obligations. Licensee agrees that Paradigm Technology Solutions,
upon its written agreement to such Confidentiality Obligations, is an acceptable
third party subcontractor. SCS shall indemnify, defend, and hold harmless
Licensee and its Affiliates, officers, directors, employees and agents from and
against any and all liability, losses and claims arising out of or related to
any breach by SCS's employees or subcontractors of Confidentiality Obligations.

2.3 SCS TESTING. SCS shall deliver a test plan concurrently with
the Alpha version of the Enhancement, which shall be a reasonably detailed
description of operation, installation, features, and functionality in such form
that a third party could test to determine whether the Product meets the Alpha,
Beta, and Gold Master standards set forth herein. Licensee agrees to participate
in Alpha testing. Licensee shall have the right to review and accept the test
plan as a Deliverable, pursuant to Section 3. Thereafter, prior to delivery, SCS
shall test each Deliverable in accordance with the test plan. Licensee shall
further test and validate the Enhancement following receipt from SCS.

2.4 MANNER OF DELIVERY. SCS shall use its commercially reasonable
best efforts to make delivery to Licensee of each of the Deliverables in
accordance with the Enhancement Development Schedule. The Deliverables shall be
clearly labeled, dated with the date of delivery, and shall be accompanied by
SCS's invoice, which shall be due and payable as provided in the applicable
mutually agreed upon Enhancement Development Schedule. All Deliverables shall
include all sufficient documentation such that a reasonably competent programmer
could continue the development of the Enhancement, along with all other Program
Documentation and supporting materials (e.g., artwork) produced in the
development of the Deliverable. Final Deliverables shall include a delivery
report which describes the development functions and operation of the
Deliverable (including its integration with the Base Software as a whole).

2.5 SOURCE CODE. Within thirty (30) days of delivery of the Final
Deliverables, SCS shall provide to Licensee all source code for the Enhancement,
along with all supporting user and technical documentation thereto. The license
for the source code for Joint Enhancements shall be subject to the restrictions
set forth in the License Agreement.

2.6 ASSISTANCE PROVIDED BY LICENSEE. SCS shall be responsible for
all design and programming for the Enhancement. However, with SCS's consent,
Licensee may at its option provide SCS with development design assistance and
programming assistance. Such assistance will be credited against the costs
payable by Licensee as provided in Section 4.2, at hourly rates and pursuant to
terms which are set forth in the applicable Enhancement Development Schedule.
The value of the assistance will be treated as a dollar-for-dollar reduction of
payments payable by Licensee as they come due.

2.7 THIRD PARTY MATERIALS. "Third-Party Materials" means any
tools, technologies, materials, intellectual property, or libraries created,
developed or authored by any person other than SCS or Licensee, other than those
provided by Licensee or contained in the Base Software, whether commercially
available or licensed by SCS from third-parties. SCS agrees that it shall not,
without disclosure in the Detailed Design Specification make use of or
incorporate Third-Party Materials in any Deliverable. In the event of the use of
any Third-Party Material, SCS shall secure from such third party permission to
grant to Licensee a right and license to use and copy such Third-Party Material,
on terms and conditions conforming substantially to the rights of Licensee to
use and copy the object code Software under the License Agreement. Licensee
acknowledges and agrees that no source code shall be provided for any Third
Party Materials. SCS shall deliver copies of the license agreements authorizing
Licensee's use of such Third-Party Materials along with such Deliverables.

2.8 REVIEW DURING DEVELOPMENT. On a mutually agreed schedule, but
at least on a monthly basis, SCS shall provide to Licensee a written report of
the progress of the work to date, any anticipated problems (resolved or
unresolved), and any indication of delay in fixed or tentative schedules.
Licensee will have the right to review the progress of the development of

each Enhancement at SCS's site, or at its approved third party subcontractor's
site(s), from time to time and upon reasonable notice.

2.9 TRAINING. At SCS's designated site, SCS shall provide Licensee
personnel with training sufficient to allow Licensee to operate the Enhancement
with the Base Software. Such training shall be provided at such locations and
pursuant to such terms and conditions as the Parties may agree. Licensee shall
reimburse SCS at its applicable hourly or per diem rates for the training
provided by SCS, as provided in Section 8 of the License Agreement. Licensee may
elect to use any or all of the three weeks of no charge training provided for
under Section 8 of the License Agreement for training hereunder, which if so
used shall reduce the days of free training provided under the License
Agreement.

2.10 ENHANCEMENTS AND UPDATES. After acceptance of the final
Deliverables, if the Joint Enhancement will be offered by SCS as part of the
Base Software, SCS shall continue to be obligated to deliver to Licensee any and
all changes or additions to the Joint Enhancement that correct Program Errors
therein or support new releases of the Base Software without any additional
charge immediately upon completion of their development and any and all changes
or additions to the Joint Enhancement that add functions to, or improve
performance of, the Joint Enhancement immediately upon completion of their
development, provided that Licensee is entitled to receive support for the Base
Software pursuant to Section 7 of the License Agreement.

2.11 LEVEL OF SKILL. SCS shall perform the Services in a
workmanlike and professional manner, and with a level of skill, diligence, care
and expertise commensurate with that of a skilled consultant in the field of
software for support of pharmaceutical services, with expertise in
implementation of such software and training in such software.

2.12 STAFFING; ASSIGNMENT OF PERSONNEL. SCS shall, for the
performance of the Services, use the individual employees identified in the
Enhancement Development Schedule. In the event that specific individuals are not
identified therein, SCS shall use such employees having the positions, titles,
skills and qualifications as are set forth therein, and SCS shall use reasonable
efforts to maintain the continuity of the individual employees assigned to
performance of the Services. Licensee shall have the right to interview
employees and agents of SCS performing the Services. In the event Licensee in
its good faith reasonable judgment believes that any such employee or agent does
not possess the requisite skills and qualifications necessary for the
performance of the work assigned to such employee or agent, Licensee shall so
notify SCS. In such event, SCS agrees to enter into good faith discussions and
negotiations with Licensee with respect to the issues raised by Licensee such
that the issues are fairly and appropriately dealt with.

2.13 WORK PERMITS; IMMIGRATION LAW. SCS shall be responsible for
securing for itself and its employees work permits, licenses, and any other
documents that may be required by any governmental authority for its performance
of the Services hereunder. SCS shall also comply with all applicable immigration
laws and regulations with respect to employees assigned to perform the Services.

2.14 SECURITY. SCS acknowledges and agrees that its employees and
representatives working on-site at the facilities of Licensee shall be subject
to, and shall comply with, Licensee's security procedures and other policies and
procedures for workplace conduct, including sign-in and visitor identification
procedures.

3. ACCEPTANCE OF DELIVERABLES.

3.1 ACCEPTANCE. Unless otherwise specifically provided in the
applicable Enhancement Development Schedule, upon receipt of a delivery of a
Deliverable, Licensee shall have a thirty (30) day review period within which to
test such Deliverable and to notify SCS in writing of its test results (the
"Review Period"). If Licensee fails to notify SCS in writing that it does not
accept the Deliverable in writing within the Review Period, and its reasons for
rejecting the Deliverable, then the Deliverable shall be deemed to be accepted.

3.2 CORRECTIONS. If Licensee rejects a Deliverable, SCS shall use
its commercially reasonable best efforts to make all necessary corrections in
such Deliverable and redeliver the revised version to Licensee at no additional
charge. Upon redelivery, Licensee shall then have another Review Period to
review the Deliverable, which process shall be repeated until the Deliverable is
reasonably accepted by Licensee; provided, however, that if the Deliverable is
not reasonably accepted by Licensee after three (3) attempted corrections,
Licensee may at its option terminate this Agreement pursuant to Section 9.2, or
terminate SCS's work under the Enhancement Development Schedule; provided,
however, that Licensee shall remain obligated to pay SCS for Deliverables that
have been accepted.

3.3 FINAL DELIVERY. Upon delivery of the Gold Master for the
Enhancement, SCS shall deliver to Licensee all materials related to that
Enhancement, including, without limitation, the required Enhancement
Documentation.

4. LICENSOR'S COMPENSATION.

4.1 ENHANCEMENT DEVELOPMENT COSTS. All Enhancements to be
developed by SCS hereunder, shall be paid for in such amounts and on such terms
as are mutually agreed in the Detailed Design Specification and Enhancement
Development Schedule. In the event of any Significant Design Changes, as defined
in Section 2.2(c) above, unless otherwise agreed in an amendment to the
applicable Detailed Design Specification, any additional costs shall be paid on
a time and materials basis, based upon the additional hours of development
provided by SCS and reimbursement of costs and expenses incurred by SCS pursuant
to Exhibit F of the License Agreement, to the extent incurred in the process of
fulfilling the obligations of SCS to Licensee in connection with such
development. The standard hourly rates of SCS are as set forth on Exhibit B
attached hereto.

4.2 JOINT ENHANCEMENTS. In the event SCS has determined the
Enhancement shall be a Joint Enhancement which will be wholly or partially
integrated into the Base Software, the costs of the development of the
Enhancement shall be shared by SCS and the Licensee in accordance with the
following:

(a) Proposed by SCS. For a Joint Enhancement proposed by
SCS, the cost shall be divided equally between the parties. SCS shall include in
the Enhancement Development Schedule its good faith estimate of the total hours
required for development and completion of each Deliverable in the proposed
Joint Enhancement.

(b) Proposed by Licensee or Jointly. For a Joint
Enhancement proposed by Licensee, or jointly proposed by Licensee and SCS, SCS
shall include in the Enhancement Development Schedule: (i) its good faith
estimate of the total hours required for development and completion of each
Deliverable in the proposed Joint Enhancement, and (ii) the percentage

of such hours, for each Deliverable of the Joint Enhancement, which will be
attributable to features included in the Base Software. SCS shall be solely
responsible for 50% of the cost of the portion of the Deliverable attributable
to features which shall be included in the Base Software. For example, if a
proposed Deliverable requires a total of 5,000 hours for completion, and SCS has
reasonably determined that 60% of the hours spent on the Deliverable will be
attributable to features included in the Base Software, or 3,000 hours, then SCS
shall be solely responsible for the costs related to 50% of 3,000 hours, or
1,500 hours.

Such cost sharing arrangement shall be paid pursuant to the terms to be set
forth on the applicable Enhancement Development Schedule. In the event Licensee
participates in the development of the Joint Enhancement, Licensee shall be
entitled to a credit against payment in such amounts and pursuant to such terms
that are set forth in the applicable Enhancement Development Schedule.

4.3 LICENSEE ENHANCEMENTS. In the event SCS shall determine that
no portion of the proposed Enhancement will be included in the Base Software,
Licensee shall be solely responsible for all costs and expenses incurred in the
development of the proposed Enhancement, as provided in Section 4.1 above.

4.4 TAXES. Licensee shall be responsible for payment of such
federal, state or local sales, use, property, excise, services or other taxes
now or hereafter levied in connection with the Services, except that SCS shall
be responsible for payment of taxes due on the net income received by SCS
hereunder.

4.5 RECORDS; AUDIT. SCS shall maintain complete and accurate
records sufficient to substantiate SCS's charges to Licensee hereunder. SCS
shall, upon ten (10) days advance written notice by Licensee, permit reasonable
inspection of such records by Licensee or its accountants at the office of SCS
during normal working hours; provided that Licensee's accountants or other
representatives shall have signed a customary confidentiality agreement. SCS
shall maintain such records for a period of one (1) year following the date of
final payment by Licensee for the Services under an Enhancement Development
Schedule. In the event the audit reveals an overpayment by Licensee, SCS shall
promptly reimburse the amount of such overpayment to Licensee.

5. OWNERSHIP.

5.1 OWNERSHIP RIGHTS OF SCS. As each is developed, all
Deliverables relating to all Joint Enhancements, and all elements thereof, shall
be owned exclusively by SCS; provided, however, that any Deliverable which SCS
has not determined (as set forth in the Enhancement Development Schedule) to
include in the Base Software, or for which SCS has not accepted responsibility
for fifty percent (50%) of the costs pursuant to Section 4.2 above, shall be
deemed a Licensee Enhancement, and shall be owned as set forth in Section 5.2.
SCS shall own all Intellectual Property Rights in all elements of the
Deliverables for such Joint Enhancements. SCS shall be and remain the exclusive
owner of all right, title and interest in all elements of the Base Software and
Intellectual Property Rights contained therein. Without limiting the generality
of the foregoing, SCS shall be entitled to sublicense any Joint Enhancement to
its licensees as part of the Base Software. If SCS should determine to include
any portion of a Joint Enhancement in the Base Software for which Licensee has
not received a credit as provided in Section 4.2 above (a "Repurchased
Deliverable"), SCS shall promptly notify Licensee, and SCS shall provide a
credit or refund to Licensee of fifty percent (50%) of the fees paid by Licensee
for

such Repurchased Deliverable, as provided in Section 4.2. Upon receipt of such
credit or refund, Licensee shall assign to SCS ownership of such Repurchased
Deliverable and all elements thereof, provided that Licensee shall retain the
licenses in the Repurchased Deliverable granted to Licensee under Sections 2.1
and 2.2 of the License Agreement.

5.2 OWNERSHIP RIGHTS OF LICENSEE. As each is developed, all
Deliverables relating to all Licensee Enhancements, and all elements thereof,
shall be owned exclusively by Licensee. SCS automatically assigns to Licensee,
upon payment for each such Deliverable, the entire right, title, and interest
throughout the world in and to such Deliverable, including all Intellectual
Property Rights pertaining thereto; provided, however, that the Intellectual
Property Rights of Licensee in any Derivative Work of the Base Software shall be
subject to the Intellectual Property Rights of SCS in the Base Software.
"Derivative Work," as used herein, means (a) any product, service, new version,
sequel, adaptation, design, plot, concept, audiovisual display, materials and
documentation, in any medium, format or form whatsoever, that is derived in any
manner, directly or indirectly, from a copyrighted work or that utilizes or
incorporates a copyrighted work or any part or aspect thereof; and (b) all
materials and documentation related to each of the foregoing.

6. LICENSE GRANTS.

6.1 GRANT OF LICENSE BY SCS. All Joint Enhancements provided by
SCS to Licensee hereunder shall be subject to and governed by the license grants
for the Source Code and Object Code set forth in Sections 2.1 and 2.2,
respectively, of the License Agreement. Without limiting the generality of the
foregoing, Licensee agrees that all source code for the Joint Enhancement shall
be subject to the limitations set forth in the License Agreement.

7. CONFIDENTIAL INFORMATION.

7.1 PROTECTION OF CONFIDENTIAL INFORMATION. Each party will
refrain from using the other party's Confidential Information except as
contemplated herein, and from disclosing such Confidential Information to any
third party except to employees who participate directly in the performance of
the receiving party's obligations hereunder. Each party shall keep strictly
confidential and hold in trust all confidential information of the other and
take all reasonable precautions to protect the confidential information of the
other, including to protect and safeguard the Confidential Information of the
other party using at least the same degree of care such party uses to protect
its own Confidential Information of like importance, but in no event less than a
reasonable degree of care. Each party agrees that all employees and
subcontractors to whom Confidential Information is disclosed will have signed a
confidentiality agreement in form and substance reasonably acceptable to the
disclosing party, copies of which will be provided upon request. Each party
shall be responsible for any breach of this provision by any of its officers,
directors, employees, representatives or agents. SCS specifically acknowledges
that all data relating to patient information, personnel or employee benefits
furnished by or collected from Licensee or from the operation of any Enhancement
under this Agreement, shall be owned exclusively by Licensee and constitute
Confidential Information of Licensee.

7.2 CONFIDENTIAL INFORMATION DEFINED. For purposes of this
Agreement, Confidential Information includes any information and data which is,
or should be reasonably understood to be, confidential or proprietary to the
disclosing party, which may include, without

limitation, proprietary technical, financial, personnel, marketing, pricing,
sales and/or commercial information with respect to the products and services of
the parties, as well as ideas, concepts, designs, computer programs (including
source code and object code) and inventions and all record bearing media
containing or disclosing such Confidential Information which are disclosed
pursuant to this Agreement. Confidential Information does not include
information which the receiving party can prove, by the preponderance of the
evidence: (i) becomes part of the public domain through no action of the
receiving party; (ii) is acquired by the receiving party from a third party
without any breach of this Agreement by the receiving party and otherwise not in
violation of the disclosing party's rights; (iii) was already known by the
receiving party, without restriction, prior to the disclosure thereof to the
receiving party by the disclosing party, as demonstrated by files in existence
at the time of disclosure; or (iv) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body;
provided, however, that the receiving party shall use all reasonable efforts to
provide prompt, written, and sufficient advance notice thereof to the disclosing
party to enable the disclosing party to seek a protective order or otherwise
prevent or restrict such disclosure.

7.3 HIPAA ASSURANCES.

(a) Patient Data. Except as expressly permitted under the
terms of this Agreement, and subject to this Section 7.3, SCS is entitled to no
personally identifiable or aggregate patient or other medical information
defined as Protected Health Information ("PHI") in the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"). In any event, should SCS
receive or otherwise be exposed to PHI, SCS shall comply with federal and other
applicable laws in effect from time to time relating to the confidentiality and
security of PHI. Accordingly, the parties to this Agreement make the following
assurances with respect to PHI disclosed or received pursuant to this Agreement:

(i) Not to use or further disclose the
PHI other than as permitted or
required by this Agreement;

(ii) Not to use or further disclose the
PHI in a manner that would
otherwise violate the requirements
of HIPAA if it had been done by
Licensee;

(iii) To use appropriate safeguards as
necessary to prevent use or
disclosure of the PHI other than as
provided for by this Agreement;

(iv) To report to Licensee any use or
disclosure of PHI not provided for
by this Agreement of which SCS
becomes aware;

(v) To ensure that any subcontractors
or agents to whom the party
provides PHI received from Licensee
pursuant to this Agreement agree to
the same restrictions and
conditions that apply to said party
with respect to such information,
including without limitation the
restrictions and conditions of this
Section 7.3;

(vi) To make available PHI in accordance
with the individual's rights, as
required under the HIPAA
regulations;

(vii) To make its internal practices,
books, and records that relate to
the use and disclosure of PHI,
received from Licensee pursuant to
this Agreement, available to the
Secretary of Health and Human
Services for purposes of
determining Licensee's compliance
with HIPAA;

(viii) At termination of this Agreement,
to return or destroy all PHI
received from Licensee pursuant to
this Agreement that SCS still
maintains in any form and retain no
copies of such information, or if
return or destruction is not
feasible, SCS shall continue to
extend protections of this Section
to such information, and limit
further use of such PHI to those
purposes that make the return or
destruction infeasible, for so long
as SCS maintains such PHI; and

(ix) To incorporate any amendments or
corrections to PHI when notified.

(b) Termination Rights of Covered Person. If Licensee
falls within the definition of a Covered Entity under HIPAA, Licensee shall be
entitled to terminate this Agreement immediately if Licensee determines that SCS
has violated a material term of this Agreement, including the assurances of this
Section 7.3, and fails to cure such violation within thirty (30) days of written
notice thereof.

(c) Notice to Individuals. To the extent that Licensee is
required to provide notice to individuals, the parties may not use or disclose
PHI of such individual in a manner inconsistent with such notices, except as
provided for by HIPAA.

(d) De-Identified Data. Nothing in this Section 7.3 shall
preclude the disclosure of de-identified information provided that the
de-identification process conforms to the requirements of 45 C.F.R. Section
164.514(b) and such use or disclosure shall not result in the use or disclosure
of PHI.

(e) Mitigation Procedures. In the event PHI is disclosed
by SCS in violation of this Agreement, SCS shall promptly take (a) corrective
action to mitigate, to the maximum extent practicable, any deleterious effect
from the use of disclosure of PHI; and (b) any action pertaining to such
unauthorized disclosure required by applicable federal and state law.

7.4 REMEDIES; SURVIVAL. Each party acknowledges that any use or
disclosure of the other party's Confidential Information in a manner
inconsistent with the provisions of this Agreement may cause irreparable damage
to the other party, for which remedies other than injunctive relief may be
inadequate, and each party agrees that the other party may request injunctive or
other equitable relief seeking to restrain such use or disclosure. The terms and
provisions of this Section 7 shall survive any termination of this Agreement for
any reason.

8. LIMITATION OF WARRANTY AND DAMAGES.

8.1 NO THIRD PARTY SOFTWARE WARRANTY. With respect to any third
party software, which may be included in any Enhancement, SCS represents and
warrants only that it will be an authorized value added reseller of the third
party software. SCS makes no other representation or warranty concerning the
third party software, whether expressed or implied. SCS shall assign to Licensee
all original manufacturers or developers warranties covering the third party
software. Upon expiration of any such warranties, it shall be the responsibility
of Licensee to enter into a maintenance agreement directly with the
manufacturer, developer or other third party maintenance organizations of
Licensee's choice. SCS shall have no duty or obligation with respect to the
maintenance of any third party software.

8.2 WARRANTY FOR ENHANCEMENTS. SCS warrants that the Enhancements
will perform in all material respects in conformance with the Program
Documentation and the Detailed Design Specification related thereto, and shall
conform with all warranties set forth with respect to the Software in Section 12
of the License Agreement. SCS warrants that the Services provided to Licensee
hereunder shall be performed in a professional and workmanlike manner.

8.3 WARRANTY OF AUTHORITY. SCS represents and warrants that it has
the right, power and authority to grant the rights and licenses granted in this
Agreement and fully perform its obligations hereunder, and that the making and
performance of this Agreement by SCS does not and shall not violate any separate
agreement, right or obligation existing between SCS and any third party.

8.4 INTELLECTUAL PROPERTY.

(a) Warranty. SCS represents and warrants that to the
best of its knowledge, all Enhancements do not and will not infringe or violate
any United States trademark, copyright, patent, trade secret or proprietary
information rights of any third party.

(b) Indemnification. SCS agrees to indemnify, defend and
hold harmless Licensee and its Affiliates, officers, directors, agents, and
employees from all claims by third parties relating to or arising from the
infringement by the Enhancement or the Software of any United States trademark,
copyright, patent, trade secret or proprietary information rights of any third
party located in the United States; provided, however, that Licensee gives SCS
prompt notice of any such claim, tenders the defense (including the right of
settlement) of any such claim to SCS and provides SCS with all reasonable
cooperation for the defense or settlement of a claim. The failure of Licensee to
give SCS prompt written notice shall not limit the obligation of SCS unless SCS
shall be prejudiced by such failure. If SCS receives notice of an alleged
infringement or if License use of the Enhancement is prevented by permanent
injunction, SCS may, in its sole option and expense, (i) procure for Licensee
the right to continue the use of the Enhancement, or (ii) provide Licensee with
a version of the Enhancement that substantially conforms with the designs
specifications relating thereto that is not infringing, or (iii) refund to
Licensee all payments made by Licensee to SCS for the Enhancement less
reasonable amortized portion of the license fee based upon the time of use by
Licensee (excluding support or other non-related fees). In no event shall SCS
have any liability for any claim of infringement which is based upon the
combination or use of the Enhancement with hardware, software or data not
supplied by SCS where the infringement would not be caused by use of the
Enhancement alone, modification of the Enhancement by Licensee if such claim
would have been avoided by use of the unmodified Enhancement or use of other
than the most current release of the Enhancement if claim would have been
avoided by use of the most current release. The rights granted to Licensee under
this Section 8.4(b) are Licensee's sole and exclusive remedy for any alleged
breach of the warranty given in Section 8.4(a), or any representation or
warranty of non-infringement, express or implied.

8.5 LIMITATIONS. EXCEPT AS SET FORTH ABOVE, SCS MAKES NO OTHER
WARRANTY EXPRESSED, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD
PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED IN

ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation shall not
apply to obligations of SCS under Section 8.4(b) of this Agreement.

9. TERM AND TERMINATION.

9.1 TERM. This Agreement shall commence on the date first shown
above and shall continue until three (3) years from the date hereof or unless
terminated in accordance with this Section 9, or unless the parties mutually
agree to extend the term. The provisions of this Section 9 and Sections 5, 6, 7,
8 and 10 shall survive termination of this Agreement. Upon termination of the
License Agreement, Licensee shall immediately deliver to SCS all required Source
Code for Joint Enhancements delivered hereunder by SCS to Licensee, including
without limitation Program Documentation and source code.

9.2 TERMINATION FOR CAUSE. Either party shall have the right, at
its sole and absolute discretion, to terminate the development of any
Enhancement under this Agreement or the entire Agreement in the event that the
other party breaches any representation, warranty or covenant of this Agreement
and such breach is not cured within thirty (30) days after written notice
thereof (the "Cure Period"). If, in the reasonable judgment of the
non-defaulting party, any such material breach of this Agreement by the
defaulting party cannot be cured by such party during the Cure Period despite
the defaulting party's good faith and reasonable business efforts, the Cure
Period shall be extended to such period of time as is reasonably necessary to
allow the defaulting party to cure such material breach, not to exceed an
aggregate of ninety (90) days following the date of the original notice.

9.3 TERMINATION FOR INSOLVENCY. This Agreement shall terminate
automatically, without notice, (a) upon the institution by or against either
party of insolvency, receivership or bankruptcy proceedings for the dissolution
or liquidation of a party (or the conversion of the pending Chapter 11
reorganization proceedings of Licensee into Chapter 7 liquidating proceedings),
and such proceeding is not dismissed within sixty (60) days of its being filed;
(b) upon either party making an assignment for the benefit of creditors; or (c)
upon either party's dissolution or liquidation. In the event that Licensee is
the terminating "party" as described in any of the clauses above, Licensee shall
(i) retain a perpetual, universal license to all rights granted by SCS under
Section 6 of this Agreement and (ii) only be obligated to SCS to pay for
Deliverables accepted prior to termination. In the event SCS is the terminating
"party" described in any of the clauses above, all licenses and rights granted
hereunder shall terminate and Licensee shall remain obligated to pay SCS for all
costs and expenses and fees payable prior to the date of termination.

9.4 TERMINATION BY LICENSEE. Licensee may, at its sole option,
terminate any or all work outstanding, or any portion thereof, immediately upon
written notice. Upon receipt of notice of such termination, SCS shall inform
Licensee of the extent to which performance has been completed through such
date, and collect and deliver to Licensee whatever work product and Deliverables
then exist in a manner prescribed by Licensee. SCS shall be paid for all work
performed through the date of receipt of notice of termination as specified in
paragraph 8.6 above.

9.5 ADDITIONAL REMEDIES. Nothing in this Section 9 shall be
construed to limit either party's access to remedies it may have at law or in
equity.

10. MISCELLANEOUS.

10.1 REMEDIES. Except where otherwise specified, the rights and
remedies granted to a party under this Agreement are cumulative and in addition
to, and not in lieu of, any other rights or remedies which the party may possess
at law or in equity.

10.2 APPLICABLE LAW. This Agreement shall be interpreted, construed
and enforced in all respects in accordance with the laws of the State of
Delaware, without regard to conflicts of laws provisions thereof. To the maximum
extent permitted by applicable law, the provisions of the Uniform Computer
Information Transactions Act ("UCITA"), as it may have been or hereafter may be
in effect in any jurisdiction, shall not apply to this Agreement. Any action,
controversy or proceeding relating to this Agreement shall be brought in the
appropriate state or federal court located in Orange County, California, and
each party hereby irrevocably consents to the jurisdiction of such court.

10.3 ATTORNEY'S FEES. In the event of any legal proceeding between
the parties arising under this Agreement, the successful or prevailing party in
any action shall be entitled to recover, in addition to any other relief awarded
or granted, its costs and expenses (including reasonable attorneys' fees)
incurred in any such proceeding.

10.4 NOTICES, STATEMENTS AND PAYMENTS. Any notice, approval,
request, authorization, direction or other communication under this Agreement
shall be given in writing and shall be deemed to have been delivered and given
for all purposes (i) on the delivery date if delivered personally to the party
to whom the same is directed; (ii) on the delivery date if transmitted by
facsimile to an authorized representative at a facsimile number that has been
specifically designated by the receiving party for receipt of notices hereunder,
provided the sender receives and retains confirmation of successful transmittal
to the recipient; (iii) one (1) business day after deposit with a commercial
overnight carrier, with written verification of receipt; or (iv) upon receipt if
sent by U.S. mail, return receipt requested, postage and charges prepaid, or any
other means of rapid mail delivery for which a signed proof of receipt is
provided, to the respective parties at the addresses set forth in the first
paragraph of this Agreement (or at such other addresses as may be communicated
to the notifying party in writing).

10.5 FURTHER ASSURANCES. Either party shall take such action
(including, but not limited to, the execution, acknowledgment and delivery of
documents) as may reasonably be requested by the other party for the
implementation or continuing performance of this Agreement.

10.6 CONSTRUCTION. In the event that any provision of this
Agreement conflicts with the law under which this Agreement is to be construed
or if any provision is held invalid by a court with jurisdiction over the
parties to this Agreement, such provision shall be deemed to be restated to
reflect as nearly as possible the original intentions of the parties in
accordance with applicable law, and the remainder of this Agreement shall remain
in full force and effect.

10.7 NO WAIVER. The failure of either party to insist upon or
enforce strict performance by the other party of any provision of this Agreement
or to exercise any right under this Agreement shall not be construed as a waiver
or relinquishment to any extent of such party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.

10.8 AMENDMENT. No change, amendment or modification of any
provision of this Agreement shall be valid unless set forth in a written
instrument signed on paper by authorized representatives of both parties.

10.9 ASSIGNMENT. No party may assign or delegate this Agreement or
any of its rights or duties under this Agreement, by operation of law or
otherwise, without the prior written consent of the other party hereto;
provided, however, that upon written notice to SCS, Licensee may assign this
Agreement: (i) to an Affiliate, to a successor in interest, or to a purchaser of
all or substantially all of its assets; or (ii) to a third party in the event of
a permitted assignment of the License Agreement to such third party, in each
case only with the prior written consent of SCS (which will not be unreasonably
withheld). Any attempt by either party to assign or transfer this Agreement in
violation of this provision is void. Subject to the foregoing, this Agreement
will inure to the benefit of, and will be binding upon, the parties and their
respective successors and assigns. Notwithstanding the foregoing, no consent of
SCS or payment of a license transfer fee shall be required for any assignment of
this Agreement contemplated by a Chapter 11 Plan of Reorganization.

10.10 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and supersedes any and all prior agreements of the parties with
respect to the transactions set forth herein. No party shall be bound by, and
each party specifically objects to, any term, condition or other provision which
is different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other party in any correspondence or other document, unless the party to be
bound thereby specifically agrees to such provision in writing as set forth in
Section 10.7 above.

10.11 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document, and may be delivered to the other party by
facsimile transmission of the signature pages hereto.

10.12 INDEPENDENT CONTRACTORS. The parties to this Agreement are
independent contractors. Neither party is an agent, representative or partner of
the other party. Neither party shall have any right, power or authority to enter
into any agreement for or on behalf of, or incur any obligation or liability of,
or to otherwise bind, the other party. This Agreement shall not be interpreted
or construed to create an association, agency, joint venture or partnership
between the parties or to impose any liability attributable to such a
relationship upon either of the parties.

10.13 SURVIVAL. Any terms of this Agreement which by their nature
extend beyond the term of this Agreement remain in effect until fulfilled.

10.14 EXCUSE. Neither party shall be liable for, or be considered in
breach of or default under this Agreement (except with respect to payment and
confidentiality obligations hereunder) on account of, any delay or failure to
perform as required by this Agreement as a result of any causes or conditions
which are beyond such party's reasonable control and which such party is unable
to overcome by the exercise of reasonable diligence.

10.15 HEADINGS. The captions and headings used in this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement.

10.16 BANKRUPTCY MATTERS. This Agreement is governed by Section
365(n) of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (the "Bankruptcy Code"), and that if SCS,
as a debtor-in-possession or a trustee in bankruptcy in any case under the
Bankruptcy Code rejects this Agreement, Licensee may elect to retain its rights
hereunder to the licenses granted by SCS as provided in Section 365(n) of the
Banruptcy Code.

IN WITNESS WHEREOF, the parties have caused this instrument to be
executed by their duly authorized and empowered officers and representatives as
of the day and year first above written.

"LICENSEE" "SCS"

CORAM, INC. SPECIALIZED CLINICAL SERVICES, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- ----------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President Title: President & CEO

EXHIBIT A

ENHANCEMENT DEVELOPMENT SCHEDULE

The payments comprising the development fee for the Enhancement shall be payable
as negotiated between the parties and may be based on a fixed cost and/or time
and materials basis, as the parties may determine.

The definitions of stages of testing to determine the acceptability of
Deliverables shall be as follows:

"Alpha" means a version of a Enhancement which (i) meets the definition
for Alpha set out in the Detailed Design Specification for the Enhancement, (ii)
displays the function of all key segments of the Enhancement, although some
details may be missing, (iii) may still contain Program Errors and (iv) is
usable in the same manner as the intended final version so as to provide the
user with the "look and feel" of the completed Enhancement. Alpha versions may
consist of an Alpha 1 and an Alpha 2 version.

"Beta" means a completely functional Enhancement, except for minor
exceptions expressly detailed by Licensee in a delivery report, which may
contain Program Errors but substantially meets the Detailed Design Specification
for the Enhancement and conforms to the description of the Enhancement in the
Enhancement Documentation.

"Gold Master" means a completely functional Enhancement free from
Program Errors, which meets the Detailed Design Specification for the
Enhancement set out in the Enhancement Development Schedule and conforms to the
description of the Enhancement in the Enhancement Documentation.

"LICENSEE" "SCS"
CORAM, INC. SPECIALIZED CLINICAL SERVICES, INC.

By: ________________________________ By: _________________________________
Print Name: ________________________ Print Name: _________________________
Title: _____________________________ Title: ______________________________

EXHIBIT B

SERVICES PROVIDED TO LICENSEE BY SCS

1. SERVICES: Services will be provided at the following hourly rates:

Design: $

Programming: As negotiated between the parties, based primarily on the
rates charged by SCS's subcontractors.

The rates above are current as of January 2003, and are subject to
change.

2. TRAVEL: Reasonable costs of travel, pursuant to Exhibit F of the
License Agreement, required by or taken at the request of Licensee and
approved in writing in advance by Licensee shall be reimbursed by
Licensee to SCS.

EXHIBIT 10.117 SPECIALIZED CLINICAL SERVICES, INC. SPECIALIZED CLINICIAN(R) SYSTEM SOURCE CODE LICENSE AND SUPPORT AGREEMENT This Agreement is entered into as of the date set forth below between SPECIALIZED CLINICAL SERVICES, INC., a California...

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