FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Donald J. Larson hereby agrees to vote all
shares now or hereafter owned by him in Concentra Managed Care, Inc. in favor
of election of Lois E. Silverman, or in the event of her death a member of
her family designated by her estate, or a designee of Ms. Silverman or her
estate, reasonably acceptable to the Board of Concentra, as a Director of
Concentra Managed Care, Inc. This Agreement shall continue for so long as
Lois E. Silverman, her estate, or any member of her immediate family or any
trust of which she or any member of her immediate family is a beneficiary or
trustee, shall own at least 519,113 shares of Concentra Managed Care, Inc.
Executed as of May 15, 1997.
/s/ Donald J. Larson
Donald J. Larson