


                                  AGREEMENT

                    AGREEMENT, dated as of March 30, 1996, by and
          between Butterfly, Inc., a Connecticut corporation (the
          "Company"), and Leonard Abramson ("Consultant").

                    WHEREAS, Consultant is the founder, principal
          executive officer and a shareholder of U.S. Healthcare,
          Inc., a Pennsylvania corporation ("U.S. Healthcare"); and

                    WHEREAS, U.S. Healthcare, the Company, Aetna
          Life and Casualty Company, a Connecticut insurance corpo-
          ration, New Merger Corporation, a Pennsylvania corpora-
          tion, and Antelope Sub, Inc., a Connecticut corporation,
          contemporaneously herewith have entered into an Agreement
          and Plan of Merger (the "Merger Agreement"); and

                    WHEREAS, due to the highly competitive nature
          of the business of the Company and in order for the
          Company to operate its business following the consumma-
          tion of the transactions contemplated by the Merger
          Agreement, the Company desires to enter into a non-compe-
          tition agreement with Consultant on the terms and condi-
          tions hereinafter set forth in this Agreement; and

                    WHEREAS, the Company acknowledges the singular
          contribution of Consultant in having developed and ex-
          panded the business of U.S. Healthcare and in its conse-
          quent success and, accordingly, desires to retain the
          expertise and advisory services of Consultant and, to
          that end, desires to enter into an independent consulting
          agreement with him to become effective upon the consumma-
          tion of the transaction contemplated by the Merger Agree-
          ment, upon the terms and conditions herein set forth; and

                    WHEREAS, Consultant desires to serve as an
          independent consultant for the Company upon such terms
          and conditions; and

                    NOW THEREFORE, in consideration of the premises
          and the mutual agreements set forth below, the parties
          agree as follows:

               1.   Cancellation of Prior Agreement.  It is agreed
                    ______________________________
          that subject to, and effective upon, the consummation of
          the transactions contemplated by the Merger Agreement
          ("Merger Date"), the employment agreement dated as of
          January 1, 1993 between U.S. Healthcare and Consultant
          (other than those provisions relating to compensation
          payable upon termination of such Agreement) shall be
          cancelled and superseded by this Agreement.

               2.   Term.  The initial term of this Agreement shall
                    ____
          be for a period of five years commencing on the Merger
          Date and ending on the fifth anniversary of the Merger
          Date (the "Initial Term").  Commencing on the fourth
          anniversary of the Merger Date and on each such subse-
          quent anniversary, the Term shall automatically be ex-
          tended for one additional year unless, not later than 180
          days prior to such anniversary, the Company or Consultant
          shall have given notice that the Term of this Agreement
          will not be extended.  The Initial Term together with any
          extensions thereof shall be referred to in this Agreement
          as the "Term of this Agreement."  The period commencing
          upon the Merger Date and ending on the earlier of the
          termination of this Agreement by its terms, or the termi-
          nation of Consultant's services pursuant to Section 7
          hereof, shall be referred to in this Agreement as the
          "Consulting Period". 

               3.   Duties and Status.  
                    _________________

                    (a)  Consultant agrees to make himself reason-
          ably available to the Chief Executive Officer of the
          Company during normal business hours (and upon reasonable
          advance notice) to provide advice on the strategic busi-
          ness activities, marketing strategies and public rela-
          tions efforts of U.S. Healthcare and the Company, includ-
          ing the Company's efforts to promote the history of U.S.
          Healthcare and Consultant's personal involvement in its
          development and success ("Consulting Services").  In the
          performance of his duties hereunder, Consultant shall not
          be required to devote any specified percentage of his
          business or professional time to the advisory services
          contemplated herein.  

                    (b)  During the Consulting Period, Consultant
          may engage in other employment or consulting work, or in
          any trade or business, for his own account or on behalf
          of any person or entity and may serve on any corporate,
          political, civic or charitable boards or committees,
          provided, in each case, such activities do not violate
          any of his obligations under Section 6.   

                    (c)  Consultant acknowledges that he is acting
          as an independent contractor, and that nothing in this
          Agreement shall be construed to create an employment
          relationship between the parties.  Consultant is not
          authorized to enter into contracts or agreements on
          behalf of the Company or to otherwise create obligations
          of the Company to third parties.  Consultant shall not be
          treated as an employee with respect to the services
          performed hereunder for Federal, state, or local tax
          purposes.  Consultant shall be solely responsible for,
          and shall file, on a timely basis, tax returns and pay-
          ments required to be filed with, or made to, any Federal
          or state, or local tax authority with respect to his
          performance of Consulting Services under this Agreement. 
          Neither Federal, nor state, nor local income tax of any
          kind shall be withheld from, or paid by, the Company with
          respect to the Consulting Fee, as defined below in Sec-
          tion 4(a). 

               4.   Compensation.  In consideration of his avail-
                    ____________
          ability to provide Consulting Services and of the Con-
          sulting Services provided by him under this Agreement,
          Consultant shall be compensated as follows:

                    (a)  Consulting Fee.   The Company shall pay to
                         ______________
          Consultant, during the Term of this Agreement, a consult-
          ing fee of two million dollars ($2,000,000) per year
          ("Consulting Fee"), payable in equal monthly install-
          ments, in arrears,  during the Term of this Agreement. 

                    (b)  Welfare Benefits.  During the Term of this
                         ________________
          Agreement, as additional consideration for the provision
          by Consultant of the advisory services hereunder, the
          Company shall arrange to provide Consultant with life
          (including split dollar), disability, accident, and
          health insurance benefits substantially similar to those
          which Consultant is provided in his capacity as principal
          executive officer of U.S. Healthcare and is receiving as
          of the date of this Agreement, or the economic equivalent
          thereof.  Consultant shall not be eligible to participate
          in, or accrue or receive benefits under, any of the
          Company's employee compensation or benefit plans, poli-
          cies and programs. 

                    (c)  Expense Reimbursement.  During the Con-
                         _____________________
          sulting Period, Consultant shall be entitled to receive
          prompt reimbursement of all reasonable out-of-pocket
          expenses properly incurred by him in connection with his
          duties under this Agreement, including reasonable expens-
          es for entertainment and travel, provided that such
          expenses are properly approved, documented and reported
          in accordance with the policies and procedures of the
          Company applicable at the time the expenses are in-
          curred.

                    (d)  Office and Secretarial Support.  During
                         ______________________________
          the Term of this Agreement, the Company shall furnish
          Consultant with the exclusive use of appropriate office
          space and full-time secretarial services commensurate
          with the office and services he was provided as principal
          executive officer of U.S. Healthcare at a site acceptable
          to Consultant not located in a U.S. Healthcare facility. 
          All furnishings and decorative items in the Consultant's
          office on the date hereof shall be relocated to such new
          office.

               5.   Additional Matters.  On the Merger Date the
                    __________________
          Company shall transfer, convey, and assign to Consultant
          (or to any person or entity designated in writing by
          Consultant) all its ownership rights and interests in,
          and title to, the Company-owned G-4 ("G-4") aircraft.  In
          addition, during the Term of this Agreement, the Company
          shall pay directly (or, at Consultant's election, shall
          reimburse Consultant for) any and all costs and expenses
          incurred in the operation and maintenance of the G-4 up
          to a maximum amount of two million dollars, including,
          without limitation, all costs and expenses associated
          with all maintenance and repairs of the G-4, all costs
          and expenses for fuel, insurance, airport and landing
          fees, and all costs and expenses associated with provid-
          ing Consultant with the services of duly licensed pilots,
          on a full-time basis, comparable in experience to those
          pilots employed by U.S. Healthcare on the day immediately
          preceding the Merger Date.  If the Internal Revenue
          Service or any state or local taxing authorities (indi-
          vidually and collectively referred to as "Taxing Authori-
          ty") takes the position that the benefits provided pursu-
          ant to the second sentence of this Section 5 during the
          Term of this Agreement results in the receipt of taxable
          income to Consultant, the Company shall pay Consultant an
          amount equal to the sum of (x) the aggregate Federal,
          state, and local income and employment taxes (and any
          penalties and interest thereon) imposed on Consultant as
          a direct result of the use of these benefits during the
          Term of this Agreement, (y) any costs reasonably incurred
          by Consultant (including reasonable attorneys' fees and
          expenses) directly resulting from Consultant's participa-
          tion in proceedings with any Taxing Authority relating to
          the tax consequences of the use of these benefits during
          the Term of this Agreement, and (z) the aggregate Feder-
          al, state, and local income and employment taxes imposed
          on Consultant with respect to the amounts payable hereun-
          der, including taxes payable under this clause (z) (col-
          lectively, the "Gross-Up Payment").  Subject to Section
          10 below, Consultant shall be responsible for all such
          taxes and costs arising out of the transaction referred
          to in the first sentence of this Section 5.

               6.   Confidential Information; Non-Competition;
                    _________________________________________
          Company Property.  Consultant and the Company recognize
          ________________
          that, due to the nature of his prior history with U.S.
          Healthcare and his independent consulting relationship
          with the Company, Consultant has had and will continue to
          have access to and an opportunity to develop confidential
          business information, proprietary information, and trade
          secrets relating to the business and operations of U.S.
          Healthcare and the Company.  Consultant acknowledges that
          such information is valuable to the business of the
          Company and that disclosure to, or use for the benefit
          of, any person or entity other than the Company or any
          affiliate of the Company, would cause substantial damage
          to the Company.  Consultant further acknowledges that the
          Consulting Services he provides to the Company include
          the duty to develop and maintain client, customer, em-
          ployee, supplier and other business relationships on
          behalf of the Company; and that access to and development
          of those close business relationships for the Company
          render his services special, unique and extraordinary. 
          In recognition that the good will and business relation-
          ships described herein are assets and part of the value
          being acquired pursuant to the Merger Agreement, and that
          loss of or damage to those relationships would destroy or
          diminish the value of the Company, Consultant agrees as
          follows:

                    6.1. Non-Competition.  During the Consulting
                         _______________
          Period and for a period of five years thereafter (the
          "Non-Competition Period"), and regardless of the reason
          Consultant's services are terminated, Consultant shall
          not engage in any of the following activities, either
          directly or indirectly (individually, or through or on
          behalf of another entity as owner, investor, director,
          partner, agent, employee, consultant, or in any other
          capacity):

                         (i) engage in any business which is, as of
          the time of any occurrence under this Section 6.1 (and,
          for the period after Consultant's Date of Termination,
          was, as of Consultant's Date of Termination), in competi-
          tion with any of the health care operations conducted
          directly or indirectly by the Company or any of its
          affiliates: (A) in the United States; or (B) in any other
          country (except Israel) where, as of the Merger Date, the
          Company or any of its affiliates, is engaged in any
          health care operations ("Competitive Business");

                         (ii)  contact, communicate with, solicit,
          or accept the business of any Company Client (as defined
          below) for the purpose of making arrangements to provide
          such Company Client with services of the type then or
          previously provided by the Company, except on behalf of
          and for the benefit of the Company;

                         (iii)  engage in any activity to interfere
          with, disrupt or damage the business of the Company or
          any affiliate; or 

                         (iv)  hire any Employee (as defined below)
          of the Company or any of its affiliates; or solicit,
          encourage, or engage in any activity to induce any Em-
          ployee of the Company or any of its affiliates to termi-
          nate employment with the Company or such affiliate, or to
          become employed by, or to enter into a business relation-
          ship with, any other person or entity.

                    Nothing herein, however, will prohibit Consul-
          tant from acquiring or holding not more than five percent
          of any class of publicly traded securities of any Compet-
          itive Business; provided that such securities entitle
          Consultant to no more than five percent of the total
          outstanding votes entitled to be cast by securityholders
          of such business in matters on which such securityholders
          are entitled to vote.  For purposes of the Non-Competi-
          tion Period of this Agreement, the term "Company Client"
          shall mean: (A) any person or entity who as of the date
          immediately preceding Consultant's Date of Termination:
          (i) is a supplier, customer or client of the Company or
          any of its affiliates; or (ii) during the 12 month period
          prior to Consultant's Date of Termination had been solic-
          ited by Consultant on behalf of the Company or any of its
          affiliates to provide or receive services as a supplier,
          client or customer of the Company or any of its affili-
          ates; and (B) any other supplier, client or customer of
          the Company or any of its affiliates, as the Company and
          Consultant shall mutually agree to in writing after
          Consultant's Date of Termination.  The term "Employee" as
          used in this Agreement means: (i) any employee or consul-
          tant of the Company or any of its affiliates, or (ii) any
          person or entity who, within 12 months prior to
          Consultant's Date of Termination, had left the employment
          or service of the Company or any of its affiliates. 

                    6.2. Confidential Information.  During the Non-
                         ________________________
          Competition Period, and at all times thereafter, Consul-
          tant shall maintain the confidentiality of all trade
          secrets and confidential or proprietary information of
          the Company or its affiliates and, except in furtherance
          of the business of the Company or its affiliates, he
          shall not directly or indirectly disclose any such infor-
          mation to any person or entity. 

                    6.3. Company Property.  Consultant acknowledges
                         ________________
          that all originals and copies of materials, records and
          documents relating to the business of U.S. Healthcare or
          the Company generated by him or coming into his posses-
          sion during his employment with U.S. Healthcare or during
          the Term of this Agreement are the sole property of the
          Company ("Company Property").  Upon the expiration of the
          Consulting Period, or upon request of the Company at any
          time, Consultant shall promptly deliver to the Company
          all copies of Company Property in his possession or
          control.

                    6.4. Company's Remedies for Breach.  Consultant
                         _____________________________
          acknowledges that if he breaches any provision of this
          Section 6, the Company or its affiliates will suffer
          irreparable injury.  It is therefore agreed that the
          Company (or its affiliates) shall have the right to
          enjoin any such breach, without posting any bond.  The
          existence of this right to injunctive, or other equitable
          relief, shall not limit any other rights or remedies the
          Company may have at law or in equity including, without
          limitation, the right to monetary, compensatory and
          punitive damages.  Consultant acknowledges and agrees
          that the provisions of this Section 6.4 are reasonable
          and necessary for the successful operation of the Company.

                    6.5  Compensation for Non-Competition Agree-
                         ______________________________________
          ment.  In recognition of his singular contribution to the
          ____
          success of U.S. Healthcare and in consideration of the
          Consultant's agreement to abide by the restrictive cove-
          nants set forth above in Sections 6.1, 6.2 and 6.3 the
          Company shall pay Consultant (or his legal representative
          or estate, as the case may be), the following amounts,
          regardless of any termination of his services as a Con-
          sultant under this Agreement for any reason: (i) the sum
          of ten million dollars ($10,000,000), payable on the
          Merger Date; (ii) during the five-year period commencing
          on the Merger Date, two million dollars ($2,000,000) per
          year in equal quarterly installments, in arrears; and
          (iii) a final lump sum payment in the amount of five
          million dollars ($5,000,000), payable upon the Termina-
          tion or expiration of the Consulting Period.  The amounts
          payable under this Section 6.5 shall be payable half in
          cash and half in shares of common stock of the Company
          ("Company Common Stock") that has a Fair Market Value
          (calculated as described below) equal to half of the
          required payment.  The Fair Market Value of the Company
          Common Stock shall be determined on any date of determi-
          nation as follows: (A) if the Company Common Stock then
          trades on the New York Stock Exchange (or any other
          national securities exchange), the Fair Market Value of
          the Company Common Stock, on a per share basis, shall be
          the average of the last reported sale prices per share of
          the Company Common Stock (or, in the case of the first
          payment hereunder, the common stock of Aetna Life and
          Casualty Company) during the 15 trading days immediately
          preceding the date of determination on the New York Stock
          Exchange (or such other exchange as has the greatest
          trading volume in such security during such period); or
          (B) if the Company Common Stock is no longer traded on
          the New York Stock Exchange or any other national securi-
          ties exchange, then any amount payable to Consultant
          under this Section 6.5 shall be paid entirely in cash. 
          The Company and Consultant agree to enter into an agree-
          ment providing for certain registration rights to be
          provided to Consultant covering the Company Common Stock
          on terms and conditions that are mutually satisfactory to
          the Company and Consultant.

                    6.6. Survival and Independent Covenants.  The
                         __________________________________
          provisions of this Section 6 shall survive termination of
          this Agreement.  The covenants of Section 6 shall be
          construed as independent of any of the other provisions
          contained in this Agreement.

               7.   Termination of Consultant's Services.  The
                    ____________________________________
          Consulting Period may be terminated during the Term of
          this Agreement as follows:

                    (a)  Death.  Consultant's services shall termi-
                         _____
          nate automatically upon Consultant's death, which date
          shall be the Date of Termination.  

                    (b)  Disability.  If, as a result of
                         __________
          Consultant's incapacity due to physical or mental illness
          (as determined by a medical doctor mutually agreed to by
          Consultant or his legal representative and the Company),
          Consultant shall have been absent from his duties for a
          period of six consecutive months and, within 30 days
          after written Notice of Termination (as defined in sub-
          section (f) of this Section 7) is given, shall not have
          returned to the performance of his duties hereunder
          ("Disability"), the Company may terminate Consultant's
          services hereunder.  In this event, the Date of Termina-
          tion shall be 30 days after Notice of Termination is
          given (provided that Consultant shall not have returned
          to the performance of his advisory services during such
          30 day period).

                    (c)  Cause.  The Board of Directors of the
                         _____
          Company (the "Board") may terminate Consultant's services
          at any time for "Cause."  For purposes of this Agreement,
          "Cause" shall mean that the Board concludes, in good
          faith and after reasonable investigation that: (i) Con-
          sultant is convicted of a felony involving dishonesty
          with respect to the Company; or (ii) Consultant committed
          an act of fraud relating to the business of the Company. 
          If Consultant's services are terminated for Cause, the
          Date of Termination is the day that Consultant receives
          the Notice of Termination.

                    (d)  Without Cause.  The Board may terminate
                         _____________
          Consultant's services at any time without Cause, and the
          Date of Termination is the day that Consultant receives
          the Notice of Termination.

                    (e)  Resignation.  If Consultant resigns or
                         ___________
          otherwise terminates his services under this Agreement
          with the Company, the Date of Termination is the date of
          such resignation or termination as set forth in the
          Notice of Termination received by the Company.

                    (f)  Notice of Termination.  Any termination of
                         _____________________
          Consultant's services by the Company or by Consultant,
          other than termination as a result of death, shall be
          communicated by Notice of Termination, which shall be in
          writing and shall set forth in detail the reasons there-
          for.

               8.   Payments Upon Termination.
                    _________________________

                    (a)  Death, Disability, or Without Cause.  In
                         ___________________________________
          the event the Consultant's services are terminated during
          the term of this Agreement by reason of Consultant's
          death or Disability (as defined above in Section 7(b)),
          or by the Company without Cause, the Company shall pay to
          Consultant or, in the event of his death, to Consultant's
          estate or, in the event of his Disability, to Consultant
          or his legal representative, within seven days of the
          Date of Termination: (i) all unpaid Consulting Fees
          accrued as of the Date of Termination; (ii) any accrued,
          unpaid compensation or benefits due to Consultant upon
          death or Disability under the terms of any benefit or
          insurance plan, policy or program of U.S. Healthcare or
          provided by the Company pursuant to Section 4(b) in
          effect at the time Consultant receives Notice of Termina-
          tion or at the time of death; and (iii) all Consulting
          Fees to which Consultant would have been entitled had
          Consultant continued working through the remainder of the
          Term of this Agreement, payable in a lump sum.  In addi-
          tion, the Company shall (i) continue to make any pay-
          ments required by and in accordance with Section 6.5; and 
          (ii) provide for the continuation of Consultant's cover-
          age, at the Company's sole cost and expense, in any
          disability, accident or health insurance plans, policies
          or programs provided by the Company pursuant to Section
          4(b) through the remainder of the Term of this Agreement. 
          Except as so provided, no further benefits, compensation
          or rights continue to accrue to Consultant after the Date
          of Termination.  

                    (b)  For Cause or Resignation.  If Consultant's
                         ________________________
          services are terminated for Cause, or Consultant resigns
          or terminates his services with the Company for any
          reason (other than the Company's breach of its obligation
          to make any payments due to Consultant under this Agree-
          ment), the Company shall pay to Consultant: (i) all
          unpaid Consulting Fees accrued and payable as of the Date
          of Termination; (ii) any other compensation or benefits
          due and payable to Consultant under the terms of any
          benefit or insurance plan, policy or program of provided
          by the Company pursuant to Section 4(b) in effect at the
          time the Notice of Termination is received; and (iii) in
          the event Consultant resigns or terminates his services
          hereunder, any amounts owed to Consultant pursuant to,
          and in accordance with Section 6.5.  Except as so provid-
          ed, no further benefits, compensation or rights continue
          to accrue to Consultant after the Date of Termination.

                    (c)  Mitigation.  Consultant shall not be
                         __________
          required to mitigate any amounts payable pursuant to this
          Section 8.  

                    (d)  Expiration of the Term.  If Consultant's
                         ______________________
          services by the Company terminate because either the
          Company or Consultant gives timely written notice to the
          other party in accordance with Section 2 above, then this
          Agreement (other than Section 6) shall terminate at the
          end of the Initial Term and, until that time, the rights
          and obligations of the Company and Consultant under this
          Agreement shall continue in full force and effect.

               9.   Indemnification; Attorneys' Fees.  The Company
                    ________________________________
          shall indemnify and hold Consultant harmless to the
          maximum extent permitted by the laws of the State of
          Connecticut and the Charter and By-Laws of the Company,
          as applicable: (i) against all costs, expenses, liabili-
          ties and legal fees which Consultant may incur in the
          discharge of his services under this Agreement; and (ii)
          against all judgments, fines, amounts paid in settlement
          and reasonable expenses, including attorneys' fees in-
          curred by Consultant, in connection with the defense, or
          as a result of any action or proceeding (or any appeal
          from any action or proceeding) in which Consultant is
          made or is threatened to be made a party by reason of the
          fact that he is or was an officer, director or agent of
          U.S. Healthcare or the Company, regardless of whether
          such action or proceeding is one brought by or in the
          right of the Company to procure a judgment in its favor. 
          The Company shall cause Consultant to be insured under
          the Company's Directors and Officers' Liability Insurance
          Policy as in effect from time to time or, if such Policy
          would not permit the Consultant to be covered thereby,
          the Company shall provide Consultant with an insurance
          policy providing comparable coverage.  In connection with
          any dispute or proceeding arising under this Agreement
          where Consultant is ultimately the substantially prevail-
          ing party, the Company shall promptly reimburse Consul-
          tant for all costs, including, without limitation, the
          reasonable attorneys' fees of any attorney of
          Consultant's choosing, incurred by Consultant in any such
          dispute or proceeding arising under this Agreement.  Any
          termination of Consultant's services, or of this Agree-
          ment, shall have no effect on the continuing operation of
          this Section 9.

               10.  Gross-Up For Excise Tax.  
                    _______________________

                    (a)  Whether or not Consultant becomes entitled
          to any payments under Section 8 hereof, if any payments
          or benefits received or to be received by Consultant
          (including, without limitation, any payments or benefits
          received or to be received by Consultant pursuant to any
          U.S. Healthcare stock options), whether pursuant to
          Sections 4 or 5 hereof, or any other provision of this
          Agreement or any other plan, arrangement or agreement
          with the Company or U.S. Healthcare or its affiliates in
          effect on the date hereof in connection with the services
          rendered by Consultant to U.S. Healthcare or the Company
          (such payments or benefits, excluding the Gross-Up Pay-
          ment described herein, being hereinafter referred to as
          the "Total Payments"), will be subject to any excise tax
          imposed under section 4999 of the Internal Revenue Code
          of 1986, as amended (the "Excise Tax"), the Company shall
          pay to Consultant an additional amount (the "Gross-Up
          Payment"), such that the net amount retained by Consul-
          tant after deduction of any Excise Tax on the Total
          Payments and any Federal, state and local income and
          employment taxes and Excise Tax upon the Gross-Up Pay-
          ment, shall be equal to the Total Payments.

                    (b)  For purposes of determining whether any of
          the Total Payments will be subject to the Excise Tax and
          the amount of such Excise Tax: (i) all of the Total
          Payments shall be treated as "parachute payments" (within
          the meaning of section 280G(b) (2) of the Code) unless,
          in the opinion of tax counsel selected by the Company and
          reasonably acceptable to Consultant ("Tax Counsel"), a
          reasonable basis exists for determining that such pay-
          ments or benefits (in whole or in part) do not constitute
          parachute payments, including by reason of section
          280G(b) (4) (A) of the Code; (ii) all "excess parachute
          payments" within the meaning of section 280G(b) (1) of
          the Code shall be treated as subject to the Excise Tax
          unless, in the opinion of Tax Counsel, a reasonable basis
          exists for determining that such excess parachute pay-
          ments (in whole or in part) represent reasonable compen-
          sation for services actually rendered (within the meaning
          of section 280G(b) (4) (B) of the Code) in excess of the
          "base amount" (within the meaning of section 280G(b) (3)
          of the Code) allocable to such reasonable compensation,
          or are otherwise not subject to the Excise Tax; and (iii)
          the value of any noncash benefits or any deferred payment
          or benefit shall be determined by an independent auditor
          selected by the Company and reasonably acceptable to
          Consultant, in accordance with the principles of sections
          280G(d) (3) and (4) of the Code.  For purposes of deter-
          mining the amount of the Gross-Up Payment, Consultant
          shall be deemed to pay Federal income tax at the highest
          marginal rate of Federal income taxation in the calendar
          year in which the Gross-Up Payment is to be made, and
          state and local income taxes at the highest marginal rate
          of taxation in the state and locality of Consultant's
          residence on the Date of Termination (or if there is no
          Date of Termination, then the date on which the Gross-Up
          Payment is calculated for purposes of this Section 10),
          net of the maximum reduction in Federal income taxes
          which could be obtained from deduction of such state and
          local taxes.

                    (c)  In the event that the Excise Tax is final-
          ly determined to be less than the amount taken into
          account hereunder in calculating the Gross-Up Payment,
          Consultant shall repay to the Company, at the time that
          the amount of such reduction in Excise Tax is finally
          determined, the portion of the Gross-Up Payment attribut-
          able to such reduction (plus that portion of the Gross-Up
          Payment attributable to the Excise Tax and Federal,
          state, and local income and employment taxes imposed on
          the Gross-Up Payment being repaid by Consultant to the
          extent that such repayment results in a reduction in
          Excise Tax and/or a Federal, state, or local income or
          employment tax deduction) plus interest on the amount of
          such repayment at 120% of the rate provided in section
          1274(b) (2) (B) of the Code.  In the event that the
          Excise Tax is determined to exceed the amount taken into
          account hereunder in calculating the Gross-Up Payment
          (including by reason of any payment the existence or
          amount of which cannot be determined at the time of the
          Gross-Up Payment), the Company shall make an additional
          Gross-Up Payment in respect of such excess (plus any
          interest, penalties or additions payable to Consultant
          with respect to such excess) at the time that the amount
          of such excess is finally determined.  Consultant and the
          Company shall each reasonably cooperate with the other in
          connection with any administrative or judicial proceed-
          ings concerning the existence or amount of liability for
          Excise Tax with respect to the Total Payments.  

               11.  No Setoff.  The Company's obligations to make
                    _________
          the payments provided for in this Agreement and otherwise
          to perform its obligations hereunder shall not be affect-
          ed by any setoff, counterclaim, recoupment, defense or
          other claim, right or action which the Company may have
          against Consultant. 

               12.  Compliance with Other Agreements.  Consultant
                    ________________________________
          represents and warrants to the Company that the execution
          of this Agreement by him and the performance of his
          obligations hereunder, will not conflict with, breach, or
          constitute a default under any agreement to which Consul-
          tant is a party or by which Consultant is bound.

               13.  Enforceability.  If any provision of this Agree-
                    ______________
          ment is determined by a court of competent jurisdiction
          to be not enforceable in the manner set forth in this
          Agreement, Consultant and the Company agree that it is
          the intention of the parties that such provision should
          be enforceable to the maximum extent possible under
          applicable law.  If any provisions of this Agreement are
          held to be invalid or unenforceable, such invalidation or
          unenforceability shall not affect the validity or en-
          forceability of any other provision of this Agreement (or
          any portion thereof). 

               14.  Governing Law.  This Agreement shall be gov-
                    _____________
          erned by and construed in accordance with the laws of the
          State of Connecticut, without giving effect to the con-
          flicts of laws principles thereof.

               15.  Amendments.  This Agreement may not be amended
                    __________
          or modified except by a written agreement executed by
          Consultant and the Company (upon approval by the Board),
          or by their successors or legal representatives.

               16.  Notices.  All notices and other communications
                    _______
          under this Agreement shall be in writing and shall be
          given by hand delivery to the other party or by regis-
          tered or certified mail, return receipt requested, post-
          age prepaid, addressed as follows:

                                   If to Consultant:
                                   ________________

                                   Mr. Leonard Abramson
                                   c/o U.S. Healthcare
                                   980 Jolly Road
                                   Blue Bell, PA 19422

                                   With copies to:

                                   Howard G. Godwin, Jr., Esq.
                                   Brown & Wood
                                   One World Trade Center
                                   New York, NY 10048

                                   If to the Company:
                                   _________________

                                   Aetna Life and Casualty Company
                                   151 Farmington Avenue
                                   Hartford, Connecticut 06156

                                   With copies to:

                                   David L. Caplan, Esq.
                                   Davis Polk & Wardwell
                                   450 Lexington Avenue
                                   New York, NY  10017

          or to such other address as either party shall have
          furnished to the other in writing in accordance with this
          Agreement.  Notices and communications shall be effective
          when actually received by the addressee.  

               17.  Waiver.  Consultant's or the Company's failure
                    ______
          to insist upon strict compliance with any provision
          hereof shall not be deemed to be a waiver of that provi-
          sion, or of any other provision of this Agreement.  Any
          waiver by the Company shall not be effective unless
          approved by the Board and set forth in a writing signed
          by the Chief Executive Officer of the Company.

               18.  No Other Agreements.  This Agreement contains
                    ___________________
          the entire understanding of the Company and Consultant
          with respect to the independent consulting relationship
          between the Company and Consultant, except as to benefit
          plans of U.S. Healthcare or provided by the Company
          pursuant to Section 4(b) which are governed by the terms
          thereof.  Any prior agreements, oral or written, and any
          prior representations are hereby superseded and are of no
          further force and effect.  Neither the Company nor Con-
          sultant has relied on any representations in connection
          with entering into this Agreement other than those ex-
          pressly set forth herein, and those set forth in the
          Merger Agreement. 

               19.  Cooperation.  Consultant agrees to give prompt
                    ___________
          written notice to the Company of any claim or injury
          relating to the Company, and to fully cooperate in good
          faith and to the best of his ability with the Company in
          connection with all pending, potential or future claims,
          investigations or actions which directly or indirectly
          relate to any transaction, event or activity about which
          Consultant may have knowledge because of his employment
          with U.S. Healthcare or his Consulting Services to the
          Company.  Such cooperation shall include all assistance
          that the Company, its counsel, or its representatives may
          reasonably request, including reviewing documents, meet-
          ing with counsel, providing factual information and
          material, and appearing or testifying as a witness.  If
          the Company requires such assistance from Consultant
          after the expiration of the Term of this Agreement, this
          Company shall reasonably compensate Consultant for his
          time based on a per diem rate derived, pro rata, from the
          Consulting Fee.

               20.  Binding Effect.  This Agreement shall be bind-
                    ______________
          ing upon and inure solely to the benefit of the parties
          hereto and their respective successors, permitted as-
          signs, heirs, and legal representatives, including any
          corporation or other business organization with which the
          Company may merge or consolidate.  Nothing in this Agree-
          ment, express or implied, is intended to confer upon any
          other person or entity any rights or remedies.  

               21.  Business Days.  If any action or payment is due
                    _____________
          on a day which is not a Business Day, as defined below,
          then such action or payment (without any additional
          interest) shall be made on the next Business Day.  For
          purposes of this Agreement, "Business Day" shall mean any
          day excluding Saturday, Sunday, and any day on which
          banking institutions close.  

               22.  Headings.  The captions of this Agreement are
                    ________
          not part of the provisions hereof and shall have no force
          or effect.  

                    IN WITNESS WHEREOF, the parties have executed
          this Agreement as of the day and year first above written.

                                          /s/ Leonard Abramson     
                                          ____________________
                                          Leonard Abramson

                                          Butterfly, Inc.

                                          By:/s/ Ronald Compton    
                                          _____________________
                                              Name:  Ronald Compton
                                              Title: President


                          ADDENDUM TO AGREEMENT

          Dated as of April 1, 1996

                1.  This addendum shall constitute an amendment to the
          Agreement, dated as of March 30, 1996, between the parties
          hereto (the "Agreement"), in accordance with Section 15 of
          the Agreement.  Notwithstanding anything to the contrary in
          Section 6.1 of the Agreement, during the term of the Agree-
          ment and thereafter, Leonard Abramson, at his discretion,
          may hire or solicit any of the following employees of U.S.
          Healthcare, Inc.:

                    (a)  up to two (2) secretaries;

                    (b)  up to three (3) security personnel;

                    (c)  up to three (3) aviation personnel; and

                    (d)  with prior consent of Butterfly, Inc. (which
          shall not be unreasonably withheld), a limited number of
          non-key employees.

                2.  Except as otherwise specified herein, all of the
          terms of the Agreement shall remain in full force and
          effect.  This Addendum will be governed by and construed
          in accordance with the Laws of the State of Connecticut
          applicable to agreements made and to be performed in that
          State, without giving effect to the conflicts of laws
          principles thereof.

                                          /s/ Leonard Abramson
                                          ____________________
                                          Leonard Abramson

                                          Butterfly, Inc.

                                          By:/s/ Richard L. Huber
                                          _____________________
                                              Name:  Richard L. Huber
                                              Title: Vice President


