<PAGE>   1
                                                                   EXHIBIT 10.35

                                  [LETTER HEAD]

      November 30, 1999

      Mr. Jon B. Wisda
      Vice President, Software Development
      XCare.net
      6400 South Fiddler's Green Circle
      Suite 540
      Englewood, CO 80111

      Dear Jon:

      XCare.net hereby provides this Authorization to Proceed (ATP) with efforts
      in support of the Munshee.com project. Decision Consultants, Inc., shall
      perform in accordance with the Proposal for Services dated November 22,
      1999 to be attached hereto as Attachment A of this ATP.

      This ATP shall be effective on December 6, 1999, and shall terminate on
      March 31, 2000, unless extended or terminated in writing by XCare.net.
      This project will be billed on a Time & Materials basis through the end of
      the Deployment Phase of this project, which is currently expected to be
      completed no later than March 31, 2000. The blended hourly rate for this
      project will be $120 per hour, which will increase to $180 per hour for
      subsequent work. Travel expenses related to bringing DC1 resources to
      Denver will not be reimbursable for this project. Decision Consultants,
      Inc. is not authorized to expend any effort, including incurring any costs
      or expenses, beyond that described and detailed in the Proposal for
      Services without the written consent of XCare.net.

      Please acknowledge acceptance of this ATP by signing this letter below and
      returning a FAX copy to Brian Fulton, Business Development Manager,
      303-466-4370.

      If you have any questions with respect to this ATP, please call Brian
      Fulton at 303-4663124.

      Sincerely,

      /s/ BRIAN FULTON
      ----------------------------
      Brian Fulton
      Business Development Manager
      Decision Consultants, Inc.


<PAGE>   2



ACCEPTED BY:

XCare.net

By:     /s/ JON B. WISDA
        ------------------------------------

Name:   Jon B. Wisda
        ------------------------------------

Title:  Vice President, Software Development
        ------------------------------------

Date:   November 30, 1999
        ------------------------------------


<PAGE>   3

                          CONSULTING SERVICES AGREEMENT

      This Consulting Services Agreement (this "Agreement") is made and entered
into as of the 29th day of November, 1999 by and between DECISION CONSULTANTS,
INC., a Michigan corporation ("DCI"), and XCARE.NET a Delaware corporation
("Client").

                             BACKGROUND OF AGREEMENT

      DCI is in the business of, among other things, managing information
technology projects and providing various information technology services and
enterprise wide solutions. Client is interested in having DCI provide Client
with such services, and DCI desires to provide such services to Client, all
pursuant to the terms and conditions of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:

      1.    Performance of Services.

            1.1   The various information technology services ("Services"), and
software code, written documentation and other work product ("Work Product"), to
be provided from time to time hereunder shall be described in statements of work
(each a "Statement of Work"), to be approved by DCI and Client. Each Statement
of Work shall set forth a description of the Services and Work Product to be
provided, including the provision of service objective, deliverable(s), time for
the project commencement, project management activities, status communication
and completion (the Services and Work Product to be provided under each
individual Statement of Work are hereafter a "Project"). Each Statement of Work
shall be deemed to be an addendum to this Agreement and, except as otherwise
provided in the Statement of Work, all of the provisions hereof shall be
applicable to such Statement of Work. In the event of a specific conflict
between the Statement of Work and a provision of this Agreement, the Statement
of Work shall control.

            1.2   DCI shall provide employees, contractors and approved
subcontractors (collectively, "DCI Personnel"), who shall be qualified to
perform the Services and deliver Work Product in a timely manner pursuant to the
standards set forth in this Agreement. Should the performance of any DCI
Personnel assigned to any Project not meet the standards of performance in this
Agreement, upon the mutual agreement of Client and DCI, DCI shall replace that
person as soon as reasonably practical.

            1.3   DCI may utilize contractors or subcontractors to perform any
part of its obligations under this Agreement, provided that DCI shall (a) obtain
the consent of


<PAGE>   4

Client which shall not be unreasonably withheld, and (b) be responsible for the
supervision and management of its contractors or subcontractors and their
performance. All contractors shall be required to sign appropriate documentation
protecting Client's rights in this Agreement with regard to infringement of
intellectual property nights, ownership of Services and confidentiality.

            1.4   DCI will appoint a project manager for each Project whose
duties shall include, without limitation, (i) management of all Services and
Work Product to be delivered under the applicable Statement of Work, (ii)
supervision of all personnel assigned to the Project, (iii) acting as a liaison
between Client and DCI, and (iv) reviewing for accuracy all invoices prior to
sending to Client.

            1.5   All work performed by DCI's Personnel shall be competent and
in accordance with applicable industry standards and any specifications
pertinent to the Services and Work Product contained in any Statement of Work.

            1.6   While performing Services at the Client's facilities, DCI's
Personnel shall abide by all of Client's written safety, security and office
rules and procedures which have been delivered to DCI. For Services being
performed at the Client's facilities, the Client shall provide DCI's Personnel
with necessary access to its facilities and appropriate office space, computers,
phones, printing, faxing, copying and similar office services. If required by
the Project, Client shall be responsible for providing, at its cost, a
satisfactory communications link (such as dial-up access or a dedicated
communications line) between its facilities and the applicable DCI facility.
Client shall provide DCI's Personnel with access and necessary log-in
identifications for its mainframe environment and local area network, as
applicable.

            1.7   Client shall provide its own personnel and third party
contractors to work along with DCI's Personnel, as required, and otherwise shall
provide necessary cooperation so that the Client's goals and requirements in the
Statement of Work can be achieved and the Project can otherwise be completed
successfully and in accordance with the Statement of Work.

      2.    Term/Termination.

            2.1   This Agreement shall continue in effect until terminated as
herein provided. Either party shall have the night to terminate any particular
Statement of Work or this Agreement in the event of a material breach of the
other party's obligations in this Agreement or the Statement of Work upon thirty
(30) days prior written notice thereof, unless during such thirty (30) day
period, any such breach is cured or remedied. The Client shall remain
responsible for the compensation due for all Services and Work Product provided
under the applicable Statement of Work until the effective date of termination.
<PAGE>   5

            2.2   At such time that there are no Statements of Work or change
requests outstanding, this Agreement may be terminated by either party by
providing the other party with written notice thereof.

            2.3   Notwithstanding the termination of this Agreement, those
obligations intended to survive termination of this Agreement shall remain in
full force and effect and all rights as pertain thereto, shall remain in force
until their expiration, if any, including but not limited to obligations
concerning payment, ownership of services, confidentiality and non-solicitation
of personnel. Further, all representations, warranties and indemnification
obligations in this Agreement and the provisions concerning intellectual
property, limitations of liability, choice of law and arbitration shall also
survive the termination of this Agreement until their expiration, if any.

      3.    Payment Terms. With respect to each Project, DCI shall be paid on a
time and materials basis or as set forth in the applicable Statement of Work.
DCI will invoice Client for Services performed, deliverables or materials
provided and expenses incurred in such time intervals as are provided in the
applicable Statement of Work. Client shall pay each invoice within thirty (30)
days. The Client shall be responsible for the payment of any sales or use taxes
applicable as a result of the Services and Work Product provided hereunder. In
the event invoices are not timely paid, DCI shall be entitled to collect
interest on the outstanding amounts at the rate of 1.5% per month and Client
shall be liable for DCI's cost, fees and expenses (including attorney and expert
fees and expenses), incurred in connection with DCI's efforts to collect the
amounts due.

            DCI shall be reimbursed for its necessary expenses incurred in the
performance of the Services and creation of Work Product, in accordance with the
expense reimbursement policy as expressed in the applicable Statement of Work.

            DCI shall, during the term of this Agreement, and for a period of
three years thereafter, maintain adequate records indicating in sufficient
detail, the work performed by DCI's Personnel under this Agreement. Client
shall have the right upon reasonable notice, to be exercised not more than two
times per year, to review and inspect such records.

      4.    Change Requests. Change requests to a Statement of Work may be
initiated by the Client or DCI Change requests shall be documented in a clear
and concise manner on a form to be agreed upon between the parties, and to the
extent possible, shall contain a good faith estimate of the additional expense,
schedule change and/or other impact as a result of the proposed change. No work
will be performed pursuant to a change request until it has been approved in
writing by both parties. A record of all agreed upon change requests shall be
maintained. Should there be a conflict among this Agreement, the applicable
Statement of Work or any agreed upon change requests, the change request shall
govern.


<PAGE>   6

      5.    Ownership of Services. DCI acknowledges that the Services and Work
Product provided for Client and all inventions and processes, products or
services held as trade secrets, inventions for which applications for patents
may be filed in any country or written data and software and any other works of
authorship that are protectable by copyright shall be considered, "works made
for hire" within the meaning of applicable United States law and shall be the
sole and exclusive property of Client. To the extent any of the foregoing are
not works made for hire, DCI hereby assigns, transfers and sets over to Client,
all ownership interest in the foregoing and agrees to execute all documents
reasonably requested by Client confirming such ownership and at the expense of
Client, take such other actions reasonably requested in connection therewith.
Notwithstanding the foregoing, any DCI tools, techniques, processes, generalized
ideas, concepts, knowhow, methods or skills, including any of the foregoing
gained or learned during the course of any Project, shall be and remain the sole
property of DCI, subject to DCI's confidentiality obligations in Section 10
hereof DCI hereby grants to Client a nonexclusive, non-transferable, world-wide
permanent paid-up license to make, have made, use, have used, reproduce and
modify such development techniques, processes, techniques, concepts and tools as
the same are incorporated into DCI's Work Product for Client, only for the
purpose of Client's internal use.

      6.    Standards of Performance/Warranties. Except as set forth in Section
7 hereof, all of DCI's warranties in connection with the Services and Work
Product shall be as follows:

            6.1   DCI warrants that DCIs Personnel will be qualified, competent,
experienced, trained personnel as required by the Statement of Work and such
Services shall be of professional quality and conform to generally accepted
industry practices.

            6.2   All DCI work shall be subject to acceptance by Client. For
purposes of this Agreement, DCI's Services and Work Product shall be "Accepted"
if such Services have been performed substantially in accordance with the
standards set forth in Section 6.1 above, are consistent with any specifications
set forth IN any applicable Statement of Work and all Work Product is
substantially free of defects and conforms to the specifications set forth in an
applicable Statement of Work. After completion of the Services or any portion of
such Services, or any Work Product, Client shall have a period of thirty (30)
days to review and test such Services or Work Product and unless such Services
or Work Product are rejected within such thirty (30) day period, such Services
shall be deemed Accepted. Each Statement of Work shall detail the timing of
testing of DCI's Services and Work Product.

            6.3   Far a period of sixty (60) days after acceptance of Services
or Work Product, DCI warrants that such Services or Work Product shall be
substantially free from defects and shall operate in accordance with the
specifications set forth in the applicable Statement of Work and DCI shall,
without additional cost and expense to Client, furnish necessary labor, services
or software to cause the Services or Work Product to be substantially defect
free and to operate in accordance with the specifications


<PAGE>   7

in any applicable Statement of Work. DC1 hereby also warrants that all
date-related functions in connection with its Services and Work Product, where
applicable, will be Year 2000 Compatible. "Year 2000 Compatible" means that the
Work Product, without causing failures in software, firmware or hardware and
without leading to invalid or incorrect results during normal operating of the
Work Product, without affecting performance of the Work Product with respect to
historical data prior to the year 2000, and without changing the manner of
performance, including time of performance, (i) properly recognizes, uses and
indicates dates in the Year 2000 and beyond as both input and output, including
without limitation, in any calculation of dates or length of time in the same
century or in multiple centuries, and (ii) conforms to proper leap year
calculations for the year 2000.

            6.4   DCI also warrants that no part of any Work Product due under
any Project, when delivered, shall contain any computer virus or other
contaminants, including any codes or instructions that may be used to access,
modify, delete, damage or disable Client's computer system, which shall include,
but not be limited to, security or expiration codes.

            6.5   DCI's warranty obligations are subject to Client notifying DCI
in writing of any defect, in a detailed written description, within the warranty
period. DCI shall not be responsible for warranty claims arising from Client's
accident, misuse, neglect, alteration of any Services or any Work Product, or
defects arising from adjustment, support or other impact on Services or any Work
Product made by third parties, unauthorized testing, use not within
specifications or any other cause not arising out of defects in material or
workmanship. DCI shall not be responsible for any warranty with respect to
hardware and software supplied by a third party. In the event DCI is purchasing
third party hardware and software for a particular Statement of Work, DCI will
take such steps as to assign the manufacturer's warranty to Client.

      7.    Infringement of Intellectual Property Rights. DCI represents and
warrants that neither the Services nor any Work Product will infringe or violate
any patents, copyrights, trademarks, trade secrets or other proprietary rights
of any third party. All Services and Work Product provided by DCI shall be
original. In the event that a claim is made against Client that any of the
Services or any Work Product violate any third party intellectual property
rights, Client shall promptly notify DCI and DCI shall have the right to control
the defense or settlement of any such third party claim at its expense. Client
shall cooperate with DC1 in connection with any such claim. Should any such
Services or Work Product be found to constitute infringement of any third
party's intellectual property rights and an injunction issues prohibiting use
thereof, DC1 shall, at its option, either (a) secure for Client the right to use
such infringing item by means of license or other permission, (b) replace the
infringing aspect of the Services or Work Product with a non-infringing
substitute of substantially equivalent functionality, or (c) modify such
infringing Services or Work Product so that it becomes non-infringing. If DCI is
unable to accomplish any of the foregoing, the Services or Work Product shall be
returned to DCI and DCI shall refund to Client the full amount paid for such
Services or Work


<PAGE>   8

Product. DCI's obligation under this Section, and under the indemnity provided
in Section 11 shall not apply to any infringement arising out of Services or
Work Product utilized by Client in a manner inconsistent with the specifications
set forth in any applicable Statement of Work or any alteration, modification or
revision of the Services or Work Product.

      8.    WARRANTY LIMITATIONS. THE WARRANTIES SET FORTH EN SECTIONS 6 AND 7
ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

      9.    LIMITATIONS ON LIABILITY. DCI'S LIABILITY UNDER THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT OF FEES RECEIVED BY DCI UNDER THE APPLICABLE STATEMENT
OF WORK. IN NO EVENT SHALL DCI BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR
INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR
DATA, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

      10.   Confidentiality. In connection with any particular Project, DCI and
Client may provide each other with confidential information and trade secrets,
including without limitation, information on their respective organization,
business, finances, personnel, services, systems, pricing structure, proprietary
products and processes, transactions and/or business relations (collectively,
the "Information"). The term "Information" shall not include (i) information
generally available to the public through no fault of the other party, (ii)
information which the other party had already had knowledge of, (iii)
information which has become part of the public domain through no fault of a
party, and (iv) information ordered to be disclosed by subpoena, other legal
process or requirement of law. Each party agrees to retain in confidence at all
times and to require its employees, consultants, professional representatives
and agents to retain in confidence all Information disclosed to each other. The
only permitted use of any Information shall be in connection with the
performance of the Services or the creation of Work Product. Upon request by
Client, at the conclusion of the performance of any Services, DCI shall promptly
return to Client all documents, materials or written Information obtained in
connection with its Services.

      11.   Indemnity.

            11.1  DCI agrees to indemnify, defend and hold Client harmless
against any loss, cost, damage or expense (including reasonable attorney's fees)
incurred by Client as a result of (i) DCI's infringement of any third party
intellectual property as provided in Section 7, (ii) claims against Client for
bodily injury or property damage caused by DCI's Personnel, (iii) any breach by
DCI of its obligations of confidentiality contained in Section 10, and (iv)
claims against Client from DCI's Personnel with respect
<PAGE>   9

to DCI's obligation for the payment of wages or other compensation, insurance
coverage, taxes or expenses as provided in Section 12 hereof.

            11.2  Client hereby agrees to indemnify, defend and hold DCI
harmless against any loss, cost, damage or expense (including reasonable
attorney's fees), arising out of Client's breach of its obligations of
confidentiality as set forth in Section 10 hereof.

            11.3  The provisions of this Section 11 shall survive termination of
this Agreement for a period of one (1) year.

      12.   Relationship of the Parties. It is understood and agreed that DCI
will provide the Services and Work Product to Client as an independent
contractor and neither DCI nor any of DCI's Personnel shall be considered an
agent or employee of Client. No relationship of employer/employee shall result
from the execution of this Agreement or from the performance of any Services
hereunder. DCI acknowledges and agrees that nothing herein shall entitle or
render DCI, or DCI's Personnel, eligible to participate in any benefits or
privileges provided by Client for its employees. As an independent contractor,
DCI acknowledges that it is solely responsible for providing its own insurance
coverage, including but not limited to, unemployment compensation and workers
compensation to its employees, and that such coverage shall be maintained by DCI
within the statutory limits which are presently in effect or which may be in
effect in the applicable jurisdictions. DCI acknowledges and agrees that it is
solely responsible for payment of wages and other compensation and for
compliance with all applicable federal, state and local payroll tax requirements
in connection with Services rendered by DCI's Personnel and that these are not
the responsibility of Client.

      13.   Insurance; Limitation of Liability for Personal Injury. DCI shall
maintain (i) comprehensive general liability and property damage insurance with
limits of $1,000,000 per each occurrence with a general aggregate of $2,000,000
and (ii) comprehensive automobile liability insurance with a combined single
limit of $1,000,000 per occurrence. Upon request of Client, DCI shall name
Client as a loss payee and/or additional insured in its policies of general
liability and property damage coverage and shall provide a certificate
evidencing such insurance. The certificate of insurance shall also provide that
DCI shall not cancel or amend such insurance coverage without Client first being
notified at least ten (10) days prior to such cancellation or amendment.

      14.   Force Majeure. DCI shall not be deemed to be in default of any
provision of this Agreement or any Statement of Work, nor be liable for any
delay, failure in performance or interruption of services, resulting directly or
indirectly from acts of God, embargoes, quarantines, civil or military
authority, civil disturbance, insurrection, war, other catastrophes or any such
other cause beyond its control; provided, however, that DCI shall exercise
reasonable efforts to remedy any such cause of delay or cause preventing
performance.


<PAGE>   10

      15.   Non-Solicitation of Personnel. Each of the parties hereto covenants
and agrees that it shall not, during the term of any applicable Statement of
Work, and for a period of eighteen (18) months after the termination of any
applicable Statement of Work, regardless of the reason for termination, directly
or indirectly, employ, engage, contract with or in any other way utilize or
solicit or make any offers for the services of any of the other party's
employees, contractors or other personnel who provides Services or Work Product
for the Project(s) described in the applicable Statement of Work during the term
of their employment or engagement with such party or within six (6) months after
such employment or engagement ends.

      16.   Equitable Remedies. In the event of a violation or threatened
violation of the covenants and agreements contained in Sections 5, 10 and 15
hereof, the aggrieved party, in addition to and not in limitation of any other
rights, remedies or damages available at law or in equity, shall be entitled to
equitable relief in a court of equity, including a temporary and permanent
injunction against the other, or such other equitable relief as may be
appropriate, including an order of specific performance.

      17.   Arbitration. The parties hereto will attempt to settle any claim or
controversy arising out of or relating to this Agreement or any Statement of
Work by consultation and negotiation in good faith and a spirit of mutual
cooperation. However, at any time before or during such negotiations, or
following any unsuccessful negotiations, either party may, by written notice to
the other, demand that the dispute be submitted to arbitration. Except as
provided in Section 16 above, any claim or controversy arising out of or
relating to this Agreement or any breach thereof shall be settled by
arbitration. The venue for any such arbitration shall be in the state of
Colorado. Except as expressly set forth herein, all proceedings under this
Section shall be undertaken in accordance with the rules of the American
Arbitration Association ("AAA"), then in force. Only individuals who are (i)
lawyers engaged full-time in the practice and (ii) on the AAA register of
arbitrators shall be selected as an arbitrator. There shall be one arbitrator
who shall be chosen in accordance with the rules of the AAA. The parties to the
arbitration shall be permitted to obtain discovery from each other in accordance
with the federal rules of civil procedure. Any disputes concerning the scope of
discovery requests or the compliance thereof shall be decided by the arbitrator.
As soon as practicable after the conclusions of the arbitration hearing, the
arbitrator shall prepare written findings of fact and conclusion of law.
Judgment upon the written award may be entered and enforced in any court of
competent jurisdiction. It is mutually agreed that the written decision of the
arbitrator shall be valid, binding, final and non-appealable and shall be a
condition precedent to any legal or equitable action that any party hereunder
may contemplate against another party hereunder except to compel arbitration
pursuant hereto (or as noted in Section 16 above). The arbitrator shall have the
power to require the non-prevailing party to pay his fees and the fees of the
arbitration and the prevailing party's legal fees and expert's fees. If in his
opinion there is no prevailing party, the arbitrator's and arbitration fees and
expenses will be borne equally by the parties thereto and each party shall pay
its own legal fees and expert's fees.


<PAGE>   11

      18.   Miscellaneous Provisions.

            18.1  Notices. Any notice, request, consent, demand, offer,
acceptance or other communications required or permitted under this Agreement
shall be made in writing and shall be deemed to have been duly given if
personally delivered, or if mailed by registered or certified mail, postage
prepaid, return receipt requested (and shall be deemed delivered on the date
received for delivery by the Postal Service whether or not accepted), or by
telefax, telecopier, electronic mail or similar transmission on the date
received (provided there is verification of delivery), or by overnight delivery
service, charges prepaid, on the date received, addressed to the parties hereto
at their respective addresses as follows:

                  (a)   If to DCI:

                           Decision Consultants, Inc.
                           350 Interlocken Blvd.
                           Suite 200
                           Broomfield, CO 80021
                           Attention:    Brian R. Fulton
                           Fax No.:      303-466-4370
                           e-mail:       brian.fulton@dcicorp.com

                  (b)   If to Client:

                           XCare.net
                           6400 South Fiddler's Green Circle
                           Suite 540
                           Englewood, CO 80111
                           Attention:    Jon B. Wisda
                           Fax No.:      303-488-9705
                           e-mail:       jwisda@xcare.net

or to such other address or addresses and to the attention of such other person
or persons as either of the parties hereto may notify the other in accordance
with the provisions of this Agreement.

            18.2  No Third-Party Beneficiaries. There are no third-party
beneficiaries of this Agreement or of the transactions contemplated hereby and
nothing contained herein shall be deemed to confer upon any one other than the
parties hereto (and their respective successors and permitted assigns), any
right to insist upon or to enforce to perform any of the obligations contained
herein.


<PAGE>   12



            18.3  Supplemental Documents. The parties hereto agree to execute
any further instruments and shall perform any acts which are or may become
necessary to effectuate the terms of this Agreement.

            18.4  Entire Agreement. This Agreement (together with the Statements
of Work, agreements, certificates, instruments and any other documents referred
to herein), sets forth all of the promises, covenants, agreements, conditions
and understandings between the parties hereto, with respect to the subject
matter hereof, and supersedes all prior and contemporaneous writings (including
requests for proposals and responses thereto), agreements and understandings,
inducements or conditions pertaining thereto, expressed or implied, oral or
written, except as contained herein.

            18.5  Headings. The section headings in this Agreement and the
Background of this Agreement are for reference purposes only and shall not
define, limit or affect the meaning or interpretation of this Agreement.

            18.6  Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. Notwithstanding the foregoing, this Agreement may not be assigned in
whole or in part without the prior written consent of the other party; provided,
however, this Agreement may be assigned by DCI to a purchaser of substantially
all of the assets of DCI or the survivor of a merger of DCI and another entity
or any other such successor of DCI's business.

            18.7  Governing Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement shall be governed by
and construed in accordance with the laws of the State of Michigan,
notwithstanding any conflicts of laws, doctrines of such states or other
jurisdictions to the contrary.

            18.8  Amendments. No amendment, alteration or modification of this
Agreement shall be valid unless each such instance, amendment, alteration or
modification is expressed in a written instrument duly executed by both parties
hereto.

            18.9  No Waiver. The failure of any party to insist, in any one or
more instances, on performance of any of the terms and conditions of this
Agreement, shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of such term, covenant or
condition, but the obligations of the parties, with respect thereto, shall
continue in full force and effect.

            18.10 Unenforceable Provisions. It is the agreement of the parties
that in case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement and this
<PAGE>   13
Agreement shall be construed as such or unenforceable provisions had never been
contained herein. In case any one or more of the provisions hereof shall for any
reason be held to be excessively broad as to duration, geographical scope,
activity or subject matter, such provision shall be construed by limiting and
reducing it as determined by a court of competent jurisdiction, so as to be
enforceable only to the extent compatible with applicable law.

                18.11   Counterparts. This Agreement may be executed in any
                        number of counterparts, which when taken together shall
                        constitute an original document.

         IN WITNESS WHEREOF, the parties hereto have caused this Consulting
Services Agreement to be executed as of the day and year first above written.

                                        DECISION CONSULTANTS, INC.


                                        By: /s/ DAVE BERRY
                                        -----------------------------------
                                        Name:  Dave Berry
                                        Title: Managing Director


                                        XCARE.NET


                                        By: /s/ JON B. WISDA
                                        -----------------------------------
                                        Name:   Jon B.Wisda
                                        Title:  Vice President, Software
                                                Development