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                                                                    EXHIBIT 10.9


                                MEDIBUY.COM, INC.

                      EMPLOYEE STOCK PURCHASE PLAN OFFERING

              ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 14, 1999

1.       GRANT; OFFERING DATE.

         (a) The Board of Directors (the "Board") of MEDIBUY.COM, INC. (the
"Company"), pursuant to the Company's Employee Stock Purchase Plan (the "Plan"),
hereby authorizes the grant of rights to purchase shares of the common stock of
the Company ("Common Stock") to all Eligible Employees (an "Offering"). The
first Offering shall begin on the effective date of the initial public offering
of the Company's Common Stock and end on January 31, 2002 (the "Initial
Offering"). Thereafter, an Offering shall begin on February 1, 2002 and on each
February 1 every second year thereafter, and each such offering shall end on the
day prior to the second anniversary of its Offering Date. The first day of an
Offering is that Offering's "Offering Date."

         (b) Notwithstanding the foregoing: (i) if any Offering Date falls on a
day that is not a Trading Day (as defined herein), then such Offering Date shall
instead fall on the next subsequent Trading Day and (ii) if any Purchase Date
(as defined in Section 6, below) Date falls on a day that is not a Trading Day,
then such Purchase Date shall instead fall on the immediately preceding Trading
Day. "Trading Day" shall mean any day the exchange(s) or market(s) on which the
Common Stock is listed, whether it be any established stock exchange, The Nasdaq
National Market, The Nasdaq SmallCap Market or otherwise, is open for trading.

         (c) Notwithstanding anything to the contrary, in the event that the
Fair Market Value (as defined herein) of a share of Common Stock on any Purchase
Date during an Offering is less than the Fair Market Value of a share of Common
Stock on the Offering Date of such Offering, then following the purchase of
Common Stock on such Purchase Date: (i) the Offering shall terminate and (ii)
all participants in the just-terminated Offering shall automatically be enrolled
in a new Offering that shall commence on the next Trading Day following the
Purchase Date and end on the day prior to the second anniversary of such new
offering's Offering Date. Except as provided in paragraph 4, "Fair Market Value"
shall mean the closing sales price for the Common Stock (or the closing bid
price, if no sales were reported) as quoted on any established stock exchange or
traded on the Nasdaq National Market or the Nasdaq SmallCap Market and as
reported in The Wall Street Journal or such other source as the Board deems
reliable.

         (d) Prior to the commencement of any Offering, the Board (or the
Committee described in subparagraph 2(c) of the Plan, if any) may change any or
all terms of such Offering and any subsequent Offerings. The granting of rights
pursuant to each Offering hereunder shall occur on each respective Offering Date
unless, prior to such date (a) the Board (or the Committee) determines that such
Offering shall not occur, or (b) no shares remain available for issuance under
the Plan in connection with the Offering.

         (e) Notwithstanding any other provisions of an Offering, if the terms
of an Offering as previously established by the Board would, as a result of a
change to applicable accounting standards, as a result of obtaining shareholder
approval during such Offering for shares of



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Common Stock that would be issued under such Offering (but for the provisions
of this Section 1(e)), or otherwise,  generate a charge to earnings,  such
Offering shall  terminate  effective  as of the  earlier of (1) the day prior to
the date such change of accounting  standards would otherwise first apply to the
Offering or (2) the day prior to the date  upon  which the  maximum  aggregate
number of shares of Common Stock available to be purchased by all Eligible
Employees under such Offering  (excluding any  additional  shares of Common
Stock made available for  issuance  under the Plan by  approval  of the
shareholders  of the Company during the Offering) exceeds the aggregate number
of whole shares purchasable by all  Eligible  Employees  based upon the
aggregate of such  Employees'  payroll deductions  accumulated  pursuant to such
Offering (the  "Offering  Termination Date"),  and such Offering  Termination
Date shall be the final Purchase Date of such  Offering.  A subsequent  Offering
shall commence on such date and on such terms as shall be provided by the Board
of Directors of the Company.

2.       ELIGIBLE EMPLOYEES.

         (a) All employees of the Company and each of its Affiliates (as defined
in the Plan) incorporated in the United States, shall be granted rights to
purchase Common Stock under each Offering on the Offering Date of such Offering,
provided that each such employee otherwise meets the employment requirements of
subparagraph 5(a) of the Plan and has been continuously employed by the Company
or an Affiliate for at least one (1) month (an "Eligible Employee") and that
each Eligible Employee may only contribute to one Offering at any given point in
time. Notwithstanding the foregoing, the following employees shall not be
Eligible Employees or be granted rights under an Offering: (i) part-time or
seasonal employees whose customary employment is less than twenty (20) hours per
week or five (5) months per calendar year and (ii) 5% stockholders (including
ownership through unexercised and/or unvested stock options) described in
subparagraph 5(c) of the Plan.

         (b) Notwithstanding the foregoing, each person who first becomes an
Eligible Employee during any Offering and at least six (6) months prior to the
final Purchase Date (as defined in paragraph 6 hereof) of the Offering will, on
the next February 1 or August 1 during that Offering following the date that
person first becomes an Eligible Employee, receive a right under such Offering,
which right shall thereafter be deemed to be a part of the Offering. Such right
shall have the same characteristics as any rights originally granted under the
Offering except that:

                  (i) the date on which such right is granted shall be the
"Offering Date" of such right for all purposes, including determination of the
exercise price of such right; and

                  (ii) the Offering for such right shall begin on its Offering
Date and end coincident with the end of the ongoing Offering.

3.       RIGHTS.

         (a) Subject to the limitations contained herein and in the Plan, on
each Offering Date each Eligible Employee shall be granted the right to purchase
the number of shares of Common Stock purchasable with up to fifteen percent
(15%) of such employee's Earnings paid during the period of such Offering
beginning after such Eligible Employee first commences participation;



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provided, however, that no employee may purchase Common Stock on a particular
Purchase Date that would result in more than fifteen percent (15%) of such
employee's Earnings in the period from the Offering Date to such Purchase Date
having been applied to purchase shares under all ongoing Offerings under the
Plan and all other plans of the Company intended to qualify as "employee stock
purchase plans" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). For this Offering, "Earnings" means the base salary paid
to an employee (including all amounts elected to be deferred by the employee,
that would otherwise have been paid, under any cash or deferred arrangement
established by the Company) and overtime pay, but excludes commissions, bonuses,
other remuneration paid directly to the employee, profit sharing, the cost of
employee benefits paid for by the Company, education or tuition reimbursements,
imputed income arising under any Company group insurance or benefit program,
traveling expenses, business and moving expense reimbursements, income received
in connection with stock options, contributions made by the Company under any
employee benefit plan, and similar items of compensation.

         (b) Notwithstanding the foregoing, the maximum number of shares of
Common Stock an Eligible Employee may purchase on any Purchase Date in an
Offering shall be such number of shares as has a Fair Market Value (determined
as of the Offering Date for such Offering) equal to (x) $25,000 multiplied by
the number of calendar years in which the right under such Offering has been
outstanding at any time, minus (y) the Fair Market Value of any other shares of
Common Stock (determined as of the relevant Offering Date with respect to such
shares) which, for purposes of the limitation of Section 423(b)(8) of the Code,
are attributed to any of such calendar years in which the right is outstanding.
The amount in clause (y) of the previous sentence shall be determined in
accordance with regulations applicable under Section 423(b)(8) of the Code based
on (i) the number of shares previously purchased with respect to such calendar
years pursuant to such Offering or any other Offering under the Plan, or
pursuant to any other Company plans intended to qualify as "employee stock
purchase plans" under Section 423 of the Code, and (ii) the number of shares
subject to other rights outstanding on the Offering Date for such Offering
pursuant to the Plan or any other such Company plan.

         (c) The maximum aggregate number of shares available to be purchased by
all Eligible Employees under an Offering shall be the number of shares remaining
available under the Plan on the Offering Date. If the aggregate purchase of
shares of Common Stock upon exercise of rights granted under the Offering would
exceed the maximum aggregate number of shares available, the Board shall make a
pro rata allocation of the shares available in a uniform and equitable manner.

4.       PURCHASE PRICE.

         The purchase price of the Common Stock under the Offering shall be the
lesser of: (i) eighty-five percent (85%) of the Fair Market Value of the Common
Stock on the Offering Date or (ii) or eighty-five percent (85%) of the Fair
Market Value of the Common Stock on the Purchase Date, in each case rounded up
to the nearest whole cent per share. For the Initial Offering, the "Fair Market
Value" of the Common Stock at the time when the Offering commences shall be the
price per share at which shares of Common Stock are first sold to the public in
the Company's initial public offering as specified in the final prospectus with
respect to that public offering.



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5.       PARTICIPATION.

         (a) An Eligible Employee may elect to participate in an Offering at the
beginning of the Offering or at such later date specified in 2(b). An Eligible
Employee shall become a participant in an Offering by delivering an enrollment
form authorizing payroll deductions. Such deductions must be either a fixed
dollar amount per pay period, up to a maximum dollar amount which is less than
or equal to fifteen percent (15%) of Earnings, or in whole percentages of
Earnings, with a minimum percentage of one percent (1%) and a maximum percentage
of fifteen percent (15%). A participant may not make additional payments into
his or her account. The agreement shall be made on such enrollment form as the
Company provides, and must be delivered to the Company prior to the date
participation is to be effective, unless a later time for filing the enrollment
form is set by the Company for all Eligible Employees with respect to a given
Offering. For the Initial Offering, the time for filing an enrollment form and
commencing participation for individuals who are Eligible Employees on the
Offering Date for the Initial Offering shall be determined by the Company and
communicated to such Eligible Employees.

         (b) A participant may decrease his or her participation level during
the course of a six (6) month purchase interval one (1) time, and only by
delivering notice to the Company at least ten (10) days in advance of the
Purchase Date in such form as the Company prescribes; provided that a
participant may (i) reduce his or her deductions to zero percent (0%) upon ten
(10) days' prior notice, or within such shorter period as determined by the
Board and communicated to the participants, by delivering a notice in such form
as the Company provides, (ii) may increase or decrease his or her participation
level at any time to become effective on the day following the next subsequent
Purchase Date, or (iii) may withdraw from an Offering and receive his or her
accumulated payroll deductions from the Offering (reduced to the extent, if any,
such deductions have been used to acquire Common Stock for the participant on
any prior Purchase Dates) without interest, at any time prior to the end of the
Offering, excluding only each ten (10) day period immediately preceding a
Purchase Date, by delivering a withdrawal notice to the Company in such form as
the Company provides. A participant who has withdrawn from an Offering shall not
again participate in such Offering, but may participate in subsequent Offerings
under the Plan in accordance with the terms thereof.

6.       PURCHASES.

         Subject to the limitations contained herein, on each Purchase Date,
each participant's accumulated payroll deductions (without any increase for
interest) shall be applied to the purchase of whole shares of Common Stock, up
to the maximum number of shares permitted under the Plan and the Offering.
"Purchase Date" shall be defined as each July 31 and January 31. The first
Purchase Date under the Initial Offering shall be July 31, 2000. Notwithstanding
the foregoing, if any Purchase Date falls on a day that is not a Trading Day,
then such Purchase Date shall instead fall on the immediately preceding Trading
Day.

7.       NOTICES AND AGREEMENTS.

         Any notices or agreements provided for in an Offering or the Plan shall
be given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering, shall be deemed effectively given
upon receipt or, in the case of notices and



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agreements  delivered by the Company,  five (5) days after deposit in the United
States mail, postage prepaid.

8.       EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

         The rights granted under an Offering are subject to the approval of the
Plan by the stockholders as required for the Plan to obtain treatment as a
tax-qualified employee stock purchase plan under Section 423 of the Code and to
comply with the requirements of an available exemption from potential liability
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") set forth in Rule 16b-3 promulgated under the Exchange Act.

9.       OFFERING SUBJECT TO PLAN.

         Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.



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