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[LETTERHEAD]

November 27, 1995

Gail Gaumer

Dear Gail:

As you know, Baxter has announced that it will create two companies from its
current structure, a Global medical technology company and a health cost
management company.  As a key manager of what will become a health cost
management company, you are very important to the success of this transition and
to its future.

Over the next several months, it is critical that we continue through you and
your people, to keep focused on the strategies that we have put in place over
the past two years.  We need you to focus on customer requirements, operational
effectiveness and maintain the values we have shared to assure that this new
company is successful, and the transition is as smooth as possible.  Results for
1996, that we have committed to, are important both to Baxter and our new
company.

Because you are important to this transition and helping to create a new
company, we want to put in place a special incentive for you, equal to your base
salary in effect on November 28, 1995.  This amount will be paid to you, three
months following the official separation of the new company from Baxter, as long
as you have not voluntarily resigned, been terminated for cause, or accepted a
position with a unit that will be a part of the new Baxter company.

Joe Damico and I hope we can count on your support and commitment to the
exciting new opportunity ahead of us.  If you accept this offer and challenge,
please sign below and return a copy of this letter to me.


/s/ Lester B. Knight

Lester B. Knight

    Signature:     /s/ Gail Gaumer
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    Date:          November 28,1995
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