VOTING AGREEMENT

This VOTING AGREEMENT (?Agreement?), dated May 25, 2006, by and among Ingenix, Inc., a Delaware corporation (?Parent?) and the stockholder of NWH, Inc., a Delaware corporation (the ?Company?), identified on Schedule 1 hereto (the ?Stockholder?). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement.

WITNESSETH

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent, Merger Sub and the Company are entering into an Agreement and Plan of Merger of even date herewith (as the same may be amended from time to time, the ?Merger Agreement?), pursuant to which Merger Sub is to be merged with and into the Company in accordance with the Delaware General Corporation Law and the terms of the Merger Agreement, as a result of which the Company will be the surviving corporation and a wholly owned subsidiary of Parent (the ?Merger?);

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that the Stockholder agree to vote all shares of Company Common Stock owned by the Stockholder (including those set forth opposite the Stockholder?s name on Schedule 1 hereto), whether held directly or beneficially, which are issued and outstanding on the record date (the ?Record Date?) set by the Company for voting on the Merger (such shares together with any other issued and outstanding shares of Company Common Stock acquired by the Stockholder after the date hereof and prior to the Record Date, whether upon exercise of options to purchase shares or otherwise, being collectively referred to as the ?Shares?) as hereinafter specified, all on the terms and conditions provided for herein;

WHEREAS, approval of the Merger Agreement by the holders of a majority of the issued and outstanding shares of Company Common Stock will be required in order to consummate the transactions contemplated by the Merger Agreement;

WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, Parent has requested that the Stockholder enter into this Agreement; and

WHEREAS, in order to induce Parent to enter into the Merger Agreement, the Stockholder is willing to enter into this Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:

1.             Agreement to Vote; Proxy.

(a)           Voting. From the date hereof until the termination of this Agreement pursuant to Section 2 hereof, at any meeting of the stockholders of the Company however called (or any action by written consent in lieu of a meeting), the Stockholder shall vote all of the Stockholder?s Shares or cause them to be voted (i) in favor of adoption of the Merger Agreement and approval of the Merger; (ii) against approval of any Company

Takeover Proposal or against approval of any action in furtherance of a Company Takeover Proposal; (iii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iv) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger including, but not limited to:  (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) a sale or transfer of a material amount of assets of the Company or a reorganization, recapitalization or liquidation of the Company; (C) any change in the management or the board of directors of the Company, except as otherwise agreed to in writing by Parent; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any other material change in the Company?s corporate structure or business.

(b)           Proxy. The Stockholder hereby irrevocably appoints Parent, and any individual designated in writing by Parent, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote all of the Stockholder?s Shares as indicated in subsection (a) (or to take action by written consent in lieu of such vote); provided, however, that such proxy shall terminate upon the valid and effective termination of this Agreement pursuant to Section 2 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Stockholder with respect to the Shares (other than to another party subject to an agreement with Parent identical to this Agreement, to the extent necessary to accomplish such party?s granting of a proxy to Parent); provided, however, that such proxy shall terminate upon the valid and effective termination of this Agreement pursuant to Section 2 hereof.

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