W I T N E S S E T H:

                                                                   Exhibit 10.23
                                                                   -------------

              AMENDMENT NO. 1 TO INTERIM SOFTWARE LICENSE AGREEMENT

      This Amendment No.1 to Interim Software License Agreement (the
"Amendment') is made and entered into effective as of July 1, 2001, by and among
Concentra Health Services, Inc., a Nevada corporation ("CHS"), First Notice
Systems, Inc., a Delaware corporation ("FNS"), and Em3 Corporation, a Nevada
corporation, formerly known as DevCorp Systems, Inc. ("Em3").

                              W I T N E S S E T H:

      WHEREAS, CHS, FNS, and Em3 are parties to a certain Interim Software
LicenseAgreement, dated September 28, 2000 (the "License Agreement"); and

      WHEREAS, CHS, FNS, and Em3 desire to make certain changes to the License
Agreement, as set forth herein;

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and agreements set forth herein, the receipt and sufficiency of which are hereby
acknowledged, CHS, FNS, and Em3 hereby agree as follows:

      1. License Fee Amount and Payment. Section 4.1 of the License Agreement is
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hereby amended to read in its entirety as follows: "As consideration for the
Software license granted herein, Em3 agrees to pay to Concentra a license fee of
Two Thousand Five Hundred and No/00 Dollars ($2,500.00) per month during the
term of this Agreement (the "License Fee"). License Fee payments shall be due on
the first day of each month during the term of this Agreement, and payments for
any partial month shall be prorated."

      2. No Change. Except as expressly modified hereby, the License Agreement
         ---------
shall continue in effect unchanged. That certain June 1, 2001, letter from Em3
to Concentra Inc., providing notice of termination of the License Agreement, is
hereby cancelled and rescinded.

      IN WITNESS WHEREOF, the parties have entered into this Amendment on and as
of the date first set forth above.

EM3:                                            CHS:
----                                            ----

EM3 CORPORATION                                 CONCENTRA HEALTH SERVICES, INC.


By: /s/ Xxxxx X. Xxxxxxxxx                      By: /s/ Xxxxxxx X. Xxxx XX
   --------------------------------                -----------------------------
     Xxxxx X. Xxxxxxxxx                             Xxxxxxx X. Xxxx XX
     President                                      Executive Vice President


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FNS:
----

FIRST NOTICE SYSTEMS, INC.


By: /s/ Xxxxxxx X. Xxxx XX
  -------------------------------
    Xxxxxxx X. Xxxx XX
    Vice President


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