Registration Rights Agreement

Registration Rights Agreement


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                                                                   EXHIBIT 10.2


                        REGISTRATION RIGHTS AGREEMENT


      REGISTRATION RIGHTS AGREEMENT dated as of May 31, 1995 by and among
HEALTHSOURCE, INC., a New Hampshire corporation (the "Company") with a
principal office at Two College Park Drive, Hooksett, New Hampshire 03106 and
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY, a Tennessee corporation
("Provident") with a principal office at One Fountain Square, Chattanooga,
Tennessee 37402.

     WHEREAS, pursuant to an Asset and Stock Purchase Agreement dated as of
December 20, 1994, as amended (the "Purchase Agreement") the Company has
issued to Provident 1,000,000 shares of its Class A Cumulative Preferred
Stock, $100 stated value ("Preferred Stock"), and

     WHEREAS, Provident wishes to be granted certain registration rights with
respect to the Preferred Stock and to the Company's Subordinated Notes which
the Company has the right to issue in exchange for the Preferred Stock (the
"Notes") pursuant to the Third Amendment to the Purchase Agreement, and the
Company wishes to grant to Provident certain registration rights with respect
to such Preferred Stock and Notes, upon all the terms and conditions herein
set forth.  Any holders to whom Provident transfers Preferred Stock or Notes
shall not have any registration rights hereunder, except such Registration
Rights shall be available to any affiliate of Provident in the event of an
internal restructuring or reorganization of Provident, to a holder of the
Preferred Stock following a change of control of Provident as provided herein,
or to a holder pursuant to Section 10 hereof. 

     NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Company and Provident agree as follows: 

                            ARTICLE I

                       Registration Rights

     1.   Demand Registration.  To the extent Provident and the other holder
(if any) have not already sold all of the Preferred Stock or Notes and subject
to the provisions of this Agreement, the Company shall, upon the written
demand of Provident given at any time (x) after June 1, 1997, in the case of
the Preferred Stock, and (y) at any time after the issuance of the Notes, in
the case of the Notes, use its best efforts to file a registration statement
under the Securities Act of 1933 (the "Securities Act") of such number of
shares of Preferred Stock or Notes then beneficially owned by Provident as
shall be indicated in a written demand sent to the Company by Provident (a
"Demand Registration"); provided, however, that

               (i) Provident may only make Demand Registration          
requests on one (1) occasion;

               (ii)  the Company shall not be obligated to file a demand
Registration unless Provident proposes to sell all of the shares of Preferred
Stock or all of the Notes in a firm commitment underwriting managed or co-     
managed by an underwriter acceptable to the Company; 

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               (iii) the Company shall not be required to file any
registration statement that would require the inclusion of audited statements
of the Company for any period more recent than the Company's most recent       
fiscal year and shall not be obligated to file a registration statement within
120 days after the effective date of another registration statement filed      
by the Company; and

               (iv) the Company shall not be required to file any registration
statement pursuant to a demand under this Section 1 if it has in process a
registration pursuant to a transaction of the type specified in Rule 145(a)    
under the Securities Act and for a period of sixty (60) days after
effectiveness of such registration.

     2.   Indemnification by the Company.  In the event of any registration of
any Preferred Stock or Notes under the Securities Act, the Company shall, and
hereby does, agree to indemnify and hold harmless Provident, its directors and
officers, each other person who participates as an underwriter in the offering
or sale of such Preferred Stock or Notes and each other person, if any, who
controls Provident or any such underwriter within the meaning of Section 15 of
the Securities Act against any losses, claims, damages or liabilities, joint
or several, to which such party or any such director or officer or underwriter
or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which the
Preferred Stock or Shares were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in
which they were made not misleading, and the Company shall reimburse each such
party and each such director, officer, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and
in conformity with written information about Provident furnished to the
Company by Provident for use in the preparation thereof.

     3.   Indemnification by Provident.  The Company may require, as a
condition to including the Preferred Stock or Notes in any registration
statement filed pursuant to Section 1, that the Company shall have received an
undertaking satisfactory to it from the selling shareholder or noteholder to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 2) the Company, each director of the Company, each officer of
the Company signing such registration statement, each person who participates
as an underwriter in the offering or sale of such Preferred Stock or Notes and

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each other person, if any, who controls the Company or any such underwriter
within the meaning of Section 15 of the Securities Act with respect to any
untrue statement or alleged untrue statement in or omission or alleged
omission from such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein or any amendment or
supplement thereto, if such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information about the selling shareholder furnished to the Company by
such selling shareholder for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement.

     4.   Notices of Claims, etc..  Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in Section 2 or Section 3, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give
notice to the latter of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Section 2 or
Section 3, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice.  In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist or the indemnified party may have defenses not available to
the indemnifying party in respect of such claim, the indemnifying party shall
be entitled to participate in and to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall be liable for any settlement of
any action or proceeding effected without its written consent.  No
indemnifying party shall, without the consent of the indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.

     5.   Other Indemnification.  Indemnification similar to that specified in
Sections 2, 3, and 4 (with appropriate modifications) shall be given by the
Company and Provident with respect to any required registration or other
qualification of Preferred Stock or Notes under any federal or state law other
than the Securities Act.

     6.   Indemnification Payments.  The indemnification required by this
Agreement shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

     7.   Registration Covenants of the Company.  In the event that any
Preferred Stock or Notes are to be registered pursuant to Section 1, the 

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Company covenants and agrees that it shall use its best efforts to effect the
registration and cooperate in the sale of the Preferred Stock or Notes to be
registered and shall as expeditiously as possible:

          (a) within 90 days (or less if reasonably possible without unusual
expense) prepare and file with the Securities and Exchange Commission (the
"SEC") a registration statement with respect to the Preferred Stock or Notes
on such form as determined by the Company to be appropriate (as well as any
necessary amendments or supplements thereto) (a "Registration Statement") and,
use its best efforts to cause the Registration Statement to become effective;
provided, however, that the Company may extend such 90 day period for a period
not to exceed 90 days if the Company would be required to disclose in the
Registration Statement any material nonpublic information and the Company
reasonably concludes that the disclosure of such information would be
inadvisable at that time;

          (b) prior to the filing described in clause (a), furnish to
Provident copies of the Registration Statement and any amendments or
supplements thereto and any prospectus forming a part thereof;

          (c) notify Provident, promptly after the Company shall receive
notice thereof, of the time when the Registration Statement is to become
effective or when any amendment or supplement or any prospectus forming a part
of the Registration Statement has been filed;

          (d) notify Provident promptly of any request by the SEC for the
amending or supplementing of the Registration Statement or prospectus or for
additional information; 

            (e) (i) advise Provident after the Company shall receive notice or
otherwise obtain knowledge of the issuance of any order by the SEC suspending
the effectiveness of the Registration Statement or any amendment thereto or of
the initiation or threatening of any proceeding for that purpose and (ii)
promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal promptly if a stop order should be issued;

          (f) furnish to Provident and to each underwriter such number of
copies of the Registration Statement, each amendment and supplement thereto,
the prospectus included in the Registration Statement (including any
preliminary prospectus) and such other documents as Provident may     
reasonably request in order to facilitate the disposition of the Preferred
Stock or Notes owned by Provident;

          (g) make reasonable efforts to register or qualify such Preferred
Stock or Notes under such other securities or blue sky laws of such
jurisdictions as determined by the underwriters after consultation with the
Company and Provident and do any and all other acts and things which may     
be reasonably necessary or advisable to enable Provident to consummate the
disposition in such jurisdictions of the Preferred Stock or Notes, provided
that the Company shall not be obligated to qualify to do business as a foreign 
corporation under the laws of any jurisdiction in which it shall not then be
qualified or subject itself to taxation in any jurisdiction in which it would 

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not otherwise be subject to taxation;

          (h) notify Provident, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the Registration Statement would contain an untrue  
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading,
and, at the request of Provident, prepare a supplement or amendment to the
Registration Statement so that the Registration Statement shall not, to the
Company's knowledge, contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the 
statements therein not misleading;

          (i) use its best efforts to facilitate the listing of the Preferred
Stock or Notes on a securities exchange or the trading thereof through a
self-regulatory organization; 

          (j) provide a transfer agent and registrar, which may be a single
entity, for all the Preferred Stock or Notes not later than the effective date
of the Registration Statement; 

          (k) (i) make available for inspection by Provident, any    
underwriter participating in any disposition pursuant to the Registration
Statement and any attorney, accountant or other agent retained by Provident or
any such underwriter all financial and other records, pertinent corporate
documents and properties of the Company reasonably requested by Provident and
such persons and (ii) cause the Company's officers, directors and employees to
supply all information reasonably requested by Provident or any such
underwriter, attorney, accountant or agent in connection with the   
Registration Statement;

          (l) use its best efforts to cause the Preferred Stock or Notes
covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary to enable Provident to 
consummate the disposition of such Preferred Stock or Notes; and

          (m) if the offering is underwritten, on the date that Preferred
Stock or Notes are delivered to the underwriters for sale pursuant to such
registration:  (i) an opinion dated such date of counsel representing the
Company for the purposes of such registration, addressed to the underwriters   
and to Provident, stating that such registration statement has become
effective under the Securities Act and that (A)to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued
and no proceedings for the purpose have been instituted or are pending or
contemplated under the Securities Act, (B) the registration statement, the
related prospectus and each amendment or supplement thereof comply as to form
in all material respects with the requirements of the Securities Act (except
that such counsel need not express any opinion as to financial statements
contained therein) and (C) to such other effects as reasonably may be
requested by counsel for the underwriters or by Provident or its counsel and
(ii) a letter dated such date from the independent public accountants retained
by the Company, addressed to the underwriters and to Provident, stating that 

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they are independent public accountants within the meaning of the    
Securities Act and that, in the opinion of such accountants, the financial
statements of the Company included in the registration statement, the related
prospectus or any amendment or supplement thereof, comply as to form in all    
material respects with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such other financial
matters (including information as to the period ending no more than five     
business days prior to the date of such letter) with respect to such
registration as such underwriters reasonably may request.

     In the event that Provident seeks Demand Registration rights pursuant to
Section 1(a), the Company may, in its sole discretion, in lieu of registering
the Preferred Stock or Notes for which registration is sought, elect to
repurchase such Registration Rights

Preferred Stock or Notes from Provident; Provident and each holder of
Preferred Stock or Notes hereby grants the Company an option to purchase such
Preferred Stock or Notes.  If the Company so elects, it shall give notice of
the same to Provident within twenty (20) days of receipt of a Provident demand
or request for registration,  following which it shall close the repurchase of
such Preferred Stock or Notes within an additional thirty (30) days.  The
repurchase price shall be (i) with respect to Notes, the market value of such
Notes and (ii) with respect to the Preferred Stock, the market value of such
shares plus any dividends accrued thereon and owed pursuant to Section 4 of
the Preferred Stock Designation.  For the purposes of this Section 7, the
market value of the Notes or the Preferred Stock shall be determined by the
same procedure (obtaining indications of fair market value from three
investment banking firms of recognized national standing) specified in either
the Preferred Stock Designation or Exhibit 19.06-B to the Third Amendment to
the Asset and Stock Purchase Agreement (in each case as of date (other than
Monday or Friday) during the second business week following the week in which
Provident has demanded registration pursuant to Section 1 hereof.  Such
repurchase shall be effected through the delivery of all relevant stock
certificates or notes, free and clear of all liens and encumbrances, with
appropriate stock powers, against receipt of wire transfer funds for the
aggregate purchase price.

     8.   Cooperation of Provident.  As a condition to the Company's
obligation to effect a Demand Registration, Provident shall cooperate with the
Company and (i) provide all requested information and certifications; (ii)
enter into, if required by the underwriters, an underwriting agreement
containing customary terms and conditions; (iii) execute a power of attorney
and custody agreement for the Preferred Stock or Notes to be sold; and, (iv)
execute such other documents as shall be reasonably necessary to accomplish
the registration.

     9.   Expenses.  Except as provided in the last sentence hereof, Provident
and the Company shall each pay one-half of all the expenses in connection with
any Demand Registration (provided that the Company's share shall be limited to
$100,000), including all registration, filing and regulatory review fees, all
fees and expenses of complying with securities or blue sky laws, all listing
fees, all word processing, duplicating and printing expenses, all messenger 

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 and delivery expenses, the fees and disbursements of counsel for the Company
 and of its independent public accountants (including the expenses of comfort
 letters required by or incident to such performance and compliance), the
 reasonable fees and disbursements of any counsel retained by the Company or
 Provident and any fees and disbursements of underwriters customarily paid by
 issuers or sellers of securities, but excluding any underwriting discounts and
 commissions, and transfer taxes, if any (collectively "Expenses"). 
 Notwithstanding the foregoing, in any registration, pursuant to this
 Registration Rights Agreement, Provident shall pay for its own underwriting
 discounts and commissions, and transfer taxes, if any.

       10.  No Assignment.  Provident's rights under this Agreement may not be
 assigned except to an affiliate of Provident in the event of an internal
 reorganization or (ii) to the holder of the Preferred Stock following a change
 of control as defined in Section 19.05(b) of the Purchase Agreement or (iii)
 jointly with Provident to a holder of Preferred Stock or Notes, provided such
 holder beneficially owns at least ten percent (10%) of the Preferred Stock or
 Notes outstanding and, provided further, such holder is the only holder of
 such securities in addition to Provident or one of its affiliates.  

      11.  Termination.  Provident's rights under Section 1 to a Demand
 Registration shall cease immediately (and this Agreement shall terminate)
 after the fourth anniversary hereof if Provident shall at any time thereafter
 own less than either 500,000 shares of Preferred Stock or $50,000,000
 principal amount of Notes. 

      12.  Confidentiality.  Provident and the Company each agrees that it will
 not use, disseminate or transmit to an unauthorized party any confidential
 information regarding the other obtained as a result of any of the
 transactions contemplated by this Agreement.

      13.  Miscellaneous.

           (a) Amendments and Waivers.  This Agreement may be amended and the
 Company may take any action herein prohibited, or omit to perform any act
 herein required to be performed by it, only if the Company shall have obtained
 the written consent to such amendment, action or omission to act, of
 Provident.

           (b) Notices.  All communications provided for hereunder shall be
 sent by first class mail:

           If to the Company, to:    Healthsource, Inc.
                                     Two College Park Drive
                                     Hooksett, NH   03106
                                     Attn: Norman C. Payson, M.D.               
                                                        President




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          with a copy to:           Sheehan Phinney Bass + Green,              
                                     Professional Association                  
                                    1000 Elm Street, P.O. Box 3701             
                                    Manchester, NH   03105-3701                
                                    Attn: Jon S. Richardson, Esq. 

          If to Provident, to:      Provident Life and Accident                
                                    Insurance Company
                                    One Fountain Square
                                    Chattanooga, TN   37402
                                    Attn: J. Harold Chandler                   
                                                     President
         with a copy to:            Alston & Bird
                                    One Atlantic Center
                                    1201 West Peachtree Street                 
                                    Atlanta, GA  30309-3424
                                    F. Dean Copeland, Esq.

          (c) Headings.  The descriptive headings of the several ections and
paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

          (d) Governing Law.  This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
laws of the State of New Hampshire.

          (e) Counterparts.  This Agreement may be executed simultaneously in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument, and it shall not be     
necessary in making proof of this Agreement to produce or account for more
than one such counterpart.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officer or officers thereto duly
authorized.

                                     HEALTHSOURCE, INC.


                                     By:  /s/ Norman C. Payson, M.D.
- ------------------------                -------------------------------------
                                        Norman C. Payson, M.D.
                                        President and Chief Executive Officer






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                                    PROVIDENT LIFE AND ACCIDENT                
                                     INSURANCE COMPANY


                                    By:   /s/ Thomas R. Watjen
- ------------------------                -------------------------------------
                                        Thomas R. Watjen
                                        Executive Vice President 





















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