1 EXHIBIT 10.14 OUTSOURCING AGREEMENT This Outsourcing Agreement (the "Agreement") is made and entered into as of January 1, 1998, by and between Sykes HealthPlan Services, Inc., a Florida corporation ("SHPS"), and HealthPlan Services, Inc., a Florida corporation ("HPS"). BACKGROUND HPS (or one of its affiliates other than SHPS) provides certain administrative services and Care Management Services (as defined below) to clients ("Clients") pursuant to the terms of agreements with such Clients (the "Client Agreements") as of January 1, 1998. HPS desires that SHPS provide, and SHPS is willing to provide, the Care Management Services to the Clients on behalf of HPS in accordance with the terms and conditions of this Agreement. Accordingly, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows: TERMS 1. SERVICES PROVIDED; TERM AND TERMINATION 1.1 AGREEMENT TO OUTSOURCE CARE MANAGEMENT SERVICES. HPS agrees to outsource to SHPS, and hereby appoints SHPS as the exclusive provider of, Care Management Services to the Clients, subject to the terms and conditions set forth in this Agreement. SHPS shall provide the Care Management Services directly to the Clients in accordance with the terms of the Client Agreements. "Care Management Services" means the business of providing utilization review (which includes, but is not limited to, pre-admission certification, prior authorization, prospective length of stay approvals, second opinions, concurrent review and discharge planning), catastrophic medical case management, disease management and demand management (24 hours per day, 7 days per week) services to benefits payors and health providers, in all cases in accordance with the terms of the applicable Client Agreement. 1.2 TERM. The term of this Agreement will commence on January 1, 1998 (the "Effective Date") and will end on December 31, 1998. Unless either party gives the other at least ninety days' prior written