AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made as of the 17th day of October, 1997, between PACE
Health Management Systems, Inc., an Iowa corporation, with its principal offices at 1025 Ashworth Drive, West
Des Moines, Iowa 50265 (the "Company") and Mark J. Emkjer ("Employee"), an individual resident of the state
of North Carolina.
The Company and Employee are currently parties to an Employment Agreement dated as of February 15, 1996
(the "Agreement"). The parties desire to amend the Agreement as specified herein and to continue the
Agreement, as so amended, in effect.
Therefore, the parties agree as follows:
1. Section 4 of the Agreement is amended by striking such Section and substituting the following:
4. Trigger Event Benefits.
(a) Upon the occurrence of a Trigger Event (as defined herein) while Employee is still employed by the
Company, the Company shall pay or provide to Employee (i) a cash payment equal to his base salary for the
(12) months, plus (ii) the continuation, at the Company's cost, all benefits provided by the Company for the
Employee under Section 2.2 for a period of twelve (12) months following the Trigger Event, plus (iii) in the case
of an event described in clause (c) of the definition of Trigger Event below, a cash payment equal to two percent
(2%) of the consideration paid to the Company or its shareholders, as the case may be, in connection with such
tender offer, merger, acquisition of substantially all of the Company's assets or other similar transaction. The items
specified in clauses (i),
(ii) and (iii) are referred to herein as the "Trigger Event Benefit." The items specified in clauses (i) and (iii) shall be
paid to Employee at the time of the Trigger Event entitling Employee to such Trigger Event Benefit.
(b) The Company also agrees that all of the Employee's currently outstanding stock options (whether under this
Agreement or other plans) are amended to provide that, upon the occurr