AGREEMENT, dated as of March 30, 1996, by and between Joseph Sebastianelli (the "Executive") and U.S.
Healthcare, Inc., a Pennsylvania corporation ("U.S. Healthcare" or the "Company").
WHEREAS, the Board of Directors of the Company (the "Board") and the Executive each desires that the
Executive continue to furnish services to the Company on the terms and conditions hereinafter set forth; and
WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the continued
employment of the Executive with the Company;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such
employment, on the terms and conditions hereinafter set forth.
2. Term; Parties. (a) Term. The term of this Agreement (as extended from time to time, the "Term") shall
commence on the date (the "Effective Date") of execution of the Agreement and Plan of Merger (the "Merger
Agreement"), dated March 30, 1996, by and among the Company, Aetna Life and Casualty Company ("Aetna")
and Butterfly, Inc. ("Parent"), and shall end on the fifth anniversary of the consummation of the merger
contemplated by the Merger Agreement (the "Merger Date") or, if such merger is not consummated, the Effective
Date, unless further extended as provided in this Section 2 or sooner terminated in the event that Executive's
employment is terminated pursuant to
Section 6. Commencing on the fifth anniversary of the Merger Date (or, if there is no Merger Date, on the fifth
anniversary of the Effective Date) and on each such subsequent anniversary, the Term shall automatically be
extended for one additional year unless, not later than 180 days prior to such anniversary, the Company or the
Executive shall have given notice not to extend the Term. The giving by the