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                                                                   EXHIBIT 10.30

                              WEB CONTENT AGREEMENT

        THIS WEB CONTENT AGREEMENT (the "Agreement") is entered into as of this
day of October 1999 (the "Effective Date") by and between physiciansite.com,
Inc. (hereinafter "physiciansite.com"), a corporation organized and existing
under the laws of Delaware and having a principal place of business at 230
Newport Center Drive, Suite 300, Newport Beach, CA 92660, and medibuy.com, Inc.
(hereinafter "medibuy") having a principal place of business at _______________
physiciansite.com and medibuy are the parties to this Agreement.

                                   BACKGROUND

        A. physiciansite.com is an Internet-based services company providing
connectivity and information management services in the healthcare industry for
physiciansite.com Users through the physiciansite.com Site. physiciansite.com
desires to give physiciansite.com Users the ability to register on and use the
medibuy Site to purchase supplies and equipment.

        B. medibuy is an Internet-based services company that enables medibuy
Users to conduct their procurement and selling activities through the medibuy
Services.

        NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the adequacy and sufficiency of which consideration is hereby
acknowledged, physiciansite.com and medibuy agree as follows:

                                    AGREEMENT

                             ARTICLE 1. DEFINITIONS

1.1.    As used in this Agreement and Background Section, the following terms
        have the stated meanings:

        a.  "CONFIDENTIAL INFORMATION" means both parties' valid and subsisting
            trade secrets, confidential information, client lists, test codes,
            test information, contact information and know-how and show-how
            embodied in and/or related to the parties' products and services, as
            evidenced by or embodied in any business or technical information,
            idea, design, concept, technique, invention, discovery or
            improvement, whether or not patentable, which is not generally
            known. Confidential Information shall specifically include (i) the
            terms and conditions of this Agreement, and (ii) any user
            information and data, including, without limitation, registration
            information, collected by either party under the terms of this
            Agreement.

        b.  "MEDIBUY SITE" means any of the web sites owned and/or operated or
            that come to be owned and/or operated by medibuy (e.g., the one
            currently located at WWW.MEDIBUY.COM at such URL or locations as
            medibuy may designate.

        c.  "MEDIBUY SERVICES" means the services made available to
            physiciansite.com Users from the medibuy Site via the Links as more
            fully described in Exhibit C, and shall include such additional
            services that medibuy makes available to physiciansite.com Users as
            authorized under this Agreement.

        d.  "NET REVENUE" means all revenue paid to medibuy that is attributable
            to transactions conducted by Joint Users (as defined below)
            utilizing the medibuy Services, and which revenue is actually
            received by medibuy during the term of this Agreement or the winding
            down period provided for in Article 9, Section 9.4 of this
            Agreement. The foregoing notwithstanding, the following items shall
            be excluded

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            from Net Revenue: (i) amounts that medibuy rebates to any Joint
            Users or their affiliated group purchasing organization in respect
            of purchases made by such Joint User; any credit card or other fees
            charged to and payable by medibuy as a result of the method of
            payment selected by Joint Users; (iii) any refund that medibuy makes
            to any Joint User, which amount would have been included in Net
            Revenue had it not been refunded; and (iv) vendor subscription fee
            payments to medibuy.

        e.  "PHYSICIANSITE.COM SITE" means any of physiciansite.com's Internet
            web sites targeted to persons and entities in the healthcare
            industry (e.g., the one currently located at
            "WWW.PHYSICIANSITE.COM") that physiciansite.com owns, maintains, is
            directly or indirectly affiliated with, or hosts and on which
            physiciansite.com is authorized by this agreement to place the links
            and other information supplied by medibuy in order to effect the
            purposes of this Agreement. Each web site may have multiple web
            pages and may have a different domain name and/or IP address, and
            may be hosted by one or more different servers in one or more
            different locations.

        f.  "PHYSICIANSITE.COM USERS" means all persons or entities that have
            registered with physiciansite.com to access any of the
            physiciansite.com Sites.

        g.  "INTELLECTUAL PROPERTY RIGHTS" means the worldwide intangible legal
            rights or interests evidenced by or embodied in: (i) any idea,
            design, concept, method, process, technique, apparatus, invention,
            discovery, or improvement, including any patents, trade secrets, and
            know-how; (ii) any work of authorship, including any copyrights,
            moral rights or neighboring rights; (iii) any trademark, service
            mark, trade dress, trade name, or other indicia of source or origin;
            and (iv) any other similar rights. The Intellectual Property Rights
            of a party include all worldwide intangible legal rights or
            interests that the party may have acquired by assignment or license
            with the right to grant sublicenses.

        h.  "LINKS" means a direct link or links from the physiciansite.com Site
            to the medibuy Site that will allow physiciansite.com Users to click
            on a graphical and/or textual element located on the
            physiciansite.com Site and be connected to the medibuy Site as more
            fully described in Exhibit A.

        i.  "MARKS" means trademarks, trade names, brands, logos, service marks
            and other such business identifiers.

        j.  "PERFORMANCE STANDARDS" means the requirements specified in Exhibit
            C attached hereto.

        k.  "JOINT USER" means a physiciansite.com User who registers as a
            medibuy User through the physiciansite.com Site.

                               ARTICLE 2. LICENSE

2.1     LICENSE TO PHYSICIANSITE.COM. Subject to the terms and conditions of
        this Agreement, and solely for the purpose of promoting the objectives
        of this Agreement, medibuy grants to physiciansite.com the revocable,
        nonexclusive, worldwide license to provide physiciansite.com Users with
        the ability to register as medibuy Users through the physiciansite.com
        Site. Without limiting the foregoing, the license granted to
        physiciansite.com hereby shall include the right to:

        a.  use, copy, adapt, distribute, publicly perform and publicly display,
            incorporate, transmit, publish, promote, and advertise the medibuy
            Site (or any portion thereof), as described in Exhibit A;

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        b.  establish Links or other pointers from the physiciansite.com Site to
            the medibuy Site;

        c.  authorize physiciansite.com Users to use and access the medibuy
            Services; and

        d.  use, reproduce, publicly perform, and publicly display medibuy's
            Marks in connection with establishing the Links, and for the purpose
            of facilitating the promoting and advertising of the medibuy
            Services, provided that physiciansite.com makes no substantive
            modifications to medibuy's Marks unless medibuy has approved such
            substantive modification in writing.

        This license shall include the right to display any third party marks or
        proprietary information that is available by links to such third-party
        site through the medibuy Site, but only to the extent that medibuy is
        authorized by such third parties to display such marks or proprietary
        information.

2.2     LICENSE TO MEDIBUY. Subject to the terms and conditions of this
        Agreement, and solely for the purpose of promoting the objectives of
        this Agreement, physiciansite.com grants to medibuy a revocable,
        nonexclusive, worldwide license and right to use physiciansite.com's
        Marks in making medibuy Services available to Joint Users. medibuy may
        use physiciansite.com's Marks as permitted hereunder, provided that
        medibuy makes no substantive modifications to physiciansite.com's Marks,
        unless physiciansite.com has approved such substantive modification in
        writing. medibuy may also use the physiciansite.com Marks in any
        advertising or promotional material that accurately describes the nature
        of the relationship created between physiciansite.com and medibuy under
        this Agreement.

2.3     NO OTHER LICENSES. All rights not expressly granted to either party in
        this Article or elsewhere in this Agreement are reserved. Nothing
        contained in this Agreement shall be construed as conferring by
        implication, estoppel, or otherwise upon either party any license or
        other right, except for the licenses and rights expressly granted in
        this Article 2 and solely for the purposes stated in said Article.

                  ARTICLE 3. GENERAL OBLIGATIONS OF THE PARTIES

3.1     MEDIBUY'S GENERAL OBLIGATIONS. medibuy shall be responsible for the
        following duties, in addition to other duties that may be specified
        herein:

        a.  MAINTENANCE, OPERATION, AND CONTINUED DEVELOPMENT OF MEDIBUY SITE.
            medibuy shall be responsible for and shall use reasonable care in
            maintaining and operating the medibuy Site and for the further
            development of the medibuy Services described in Exhibit B. medibuy
            shall use commercially reasonable efforts to complete the
            developments in Exhibit B accordance with the deadlines associated
            with them. medibuy shall inform physiciansite.com of any delay that
            may occur in the scheduled completion of any of such developments.
            The failure of medibuy to meet the schedule set forth in Exhibit B
            shall not be considered a breach of this Agreement.

        b.  INTEGRATION OBLIGATIONS. medibuy shall perform those tasks necessary
            to ensure that the medibuy Site is accessible through the
            physiciansite.com Site, including, without limitation:

            (i)   developing the Links and delivering the Links to
                  physiciansite.com, including any digitized representations of
                  the medibuy Marks comprising the Links;

            (ii)  serving the medibuy Site, including the medibuy Services, upon
                  activation of the Links by a physiciansite.com User according
                  to the specifications set forth in Exhibit A;

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            (iii) informing physiciansite.com promptly of all links within the
                  medibuy Site that may reasonably be construed to be links to a
                  competitor of physiciansite.com, and suppressing those links
                  on the medibuy Site when accessed through the
                  physiciansite.com Site; and

            (iv)  otherwise cooperating with physiciansite.com to establish and
                  maintain the Links and user interface and navigational
                  integration of the medibuy Site with the physiciansite.com
                  Site or any component thereof.

        b.  REGISTRATION. Each physiciansite.com User must register individually
            with medibuy as described in the registration guidelines set forth
            in Exhibit D attached hereto. Such registration will constitute
            acceptance by the physiciansite.com User of all Terms and Conditions
            of using medibuy's Site. medibuy assumes all responsibility for
            reviewing and checking the user registration information to ensure
            that each physiciansite.com User meets medibuy's criteria for using
            the medibuy Services, and medibuy shall have no obligation to accept
            or maintain the registration of a physiciansite.com User that does
            not.

        c.  MEDIBUY SERVICES. medibuy shall make the medibuy Services available
            to Joint Users according to the terms and conditions of this
            Agreement. medibuy shall only make available to Joint Users the
            services identified as medibuy Services in Exhibit B and such other
            services as medibuy shall come to offer to provide medibuy Users
            generally.

        d.  UPDATES. medibuy shall notify physiciansite.com of any updates or
            modifications to the medibuy Site or medibuy Services that will have
            a material effect on the performance of either party's obligations
            under this Agreement at least one week prior to the release of such
            updates or modifications on the medibuy Site. For purposes of this
            provision, updates which are designed to refresh existing content to
            reflect current and accurate information shall not trigger a notice
            obligation under this provision.

        e.  EXPENSES. Unless otherwise expressly provided in this Agreement,
            medibuy shall be solely responsible for all expenses it incurs in
            the performance of its obligations hereunder, including, without
            limitation, development, engineering and design expenses.

3.2     PHYSICIANSITE.COM GENERAL OBLIGATIONS. physiciansite.com shall be
        responsible for the following duties, in addition to other duties that
        may be specified herein:

        a.  MAINTENANCE AND OPERATION OF PHYSICIANSITE.COM SITE.
            physiciansite.com shall be responsible and shall exercise reasonable
            care in maintaining and operating the physiciansite.com Site, and
            physiciansite.com shall also be responsible for performing those
            tasks necessary to establish the Links.

        b.  EXPENSES. Unless otherwise expressly provided in this Agreement,
            physiciansite.com shall be solely responsible for all expenses it
            incurs in the performance of its obligations hereunder, including,
            without limitation, development, engineering, design and promotional
            expenses.

            ARTICLE 4. PERFORMANCE STANDARDS; MAINTENANCE AND SUPPORT

4.1     PERFORMANCE STANDARD FOR MEDIBUY SERVICES. Each Party agrees that it
        shall be solely responsible for ensuring that its Site meets or exceed
        the Performance Standards.

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        Either party's failure to comply with the Performance Standards shall be
        considered a material breach of this Agreement, but it shall be subject
        to the cure provisions set forth at Article 10, Section 10.3.

4.2     SUPPORT FOR MEDIBUY SERVICES. medibuy shall make available Support
        Services to Joint Users that are at least the equivalent of the Support
        Services provided to medibuy Users.

                           ARTICLE 5. PAYMENT AND FEES

5.1     REVENUE SHARING. (a) physiciansite.com shall be entitled to the
        following percentages of Net Revenue that medibuy receives from
        transactions conducted by each Joint User:

        On Net Revenue received within the first twelve months
        following the Joint User's registration:                    50%

        On Net Revenue received during the second twelve months
        following the Joint User's registration:                    20%

        On Net Revenue received after the second twelve months
        following the Joint User's registration:                     8%

        (b) Determining Net Revenue Due. At the conclusion of each calendar
            month, medibuy shall scan its databases and records to determine the
            Net Revenue received that month from transactions conducted on the
            medibuy Site by each Joint User.

        (c) medibuy shall pay to physiciansite.com the above percentage of the
            Net Revenue received from all such accounts during each calendar
            month, payable within thirty (30) days following the end of the
            calendar month.

        (d) physiciansite.com is not entitled to a share of subscription fees
            collected by medibuy from its subscribers, which medibuy currently
            collects only from vendors. However, if during the term of this
            Agreement medibuy begins to collect subscription fees from buyers,
            medibuy will include in Net Revenue those subscriptions fees that
            are paid by Joint Users to register with medibuy.

5.2     BILLING. medibuy acknowledges and agrees that it shall administer all
        aspects of billing under this Agreement, including, without limitation,
        collecting and paying all taxes due on any payments made by Joint Users
        to medibuy, but not including the payment of any taxes that
        physiciansite.com may owe on payments that it receives from medibuy.

5.3     BILLING REPORTS. medibuy agrees to render monthly written reports
        supporting the share of Net Revenue payable to physiciansite.com for
        that month (the "Billing Reports"). Billing Reports for each month are
        due by the 30th day of the following month. Billing Reports shall
        include the information specified in Exhibit F.

5.4     RECORDS; AUDITS. medibuy shall keep and maintain reasonably detailed and
        accurate records throughout the term of this Agreement and for three (3)
        years thereafter. Upon reasonable prior written notice to medibuy, and
        not more than once per quarter, physiciansite.com may during usual
        business hours inspect and audit medibuy's books and records relevant to
        the calculation of the portion of Net Revenue that is payable to
        physiciansite.com under this Agreement. Such inspection or audit shall
        occur at the place where those books and records are regularly
        maintained. If physiciansite.com shall cause an audit to be made of
        such books and records by an independent auditor, and if

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        such audit shall find that amounts owed physiciansite.com have been
        misstated, then the party who has received the benefit of such
        misstatement shall immediately reimburse disadvantaged by such
        misstatement, subject to the right of medibuy to contest the validity of
        the audit. If the audit shows that the amount owed to physiciansite.com
        was understated by five percent (5%) or more, and medibuy accepts the
        validity of such audit, medibuy shall also immediately reimburse to
        physiciansite.com the reasonable cost of such audit in addition to the
        amounts shown to be payable by such audit, plus interest thereon. If
        medibuy contests the validity of such audit, it shall be liable for the
        costs of the audit only if it is determined by a court of competent
        jurisdiction that medibuy underpaid physiciansite.com by 5% or more
        during the period covered by the audit.

                              ARTICLE 6. MARKETING

6.1     PRESS RELEASES. Each party grants to the other party the right to
        prepare and issue a press release announcing the general terms of this
        Agreement and generally promoting the products. However, any press
        release prepared under this Section 6.1 by either party must be approved
        in writing by the other party prior to release.

6.2     HIGH RESOLUTION IMAGES. At a party's request, the other party shall
        provide high resolution images of one or more of the graphical
        representations of such party's Marks in electronic format for use in
        advertising as permitted under this Agreement.

                     ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS

7.1     OWNERSHIP. As between medibuy and physiciansite.com, each party shall
        retain ownership of the Intellectual Property Rights in and to any
        Content, Marks, materials, Confidential Information, or products or
        services created or provided by such party pursuant to this Agreement.
        Unless otherwise provided in this Agreement and, except for the licenses
        granted under Article 2, neither party is acquiring any right, title, or
        interest whatsoever in the other party's Intellectual Property Rights.

                       ARTICLE 8. CONFIDENTIAL INFORMATION

8.1     OBLIGATION OF CONFIDENCE. Each party shall (i) treat as confidential all
        Confidential Information received from the other party; (ii) not use
        such Confidential Information except as expressly permitted under this
        Agreement; and (iii) not disclose such Confidential Information to any
        third party without the other party's prior written consent. Without
        limiting the foregoing, each party shall use at least the same degree of
        care which it uses to prevent the disclosure of its own Confidential
        Information of like importance, but in no event less than reasonable
        care, to prevent the disclosure of Confidential Information disclosed to
        it by the other party under this Agreement.

8.2     EXCEPTIONS. Information shall not be considered to be Confidential
        Information if the receiving party proves with documentary or other
        competent evidence that such information: (i) was known by the receiving
        party, without an obligation to keep it confidential, prior to its
        disclosure to the receiving party by the disclosing party, as is
        evidenced by the receiving party's written records that existed at the
        time the disclosure was made to the receiving party; (ii) is or becomes
        lawfully available to the receiving party from a source other than the
        disclosing party; (iii) was or becomes available to others in a
        publication in tangible form through a source other than the receiving
        party and through no fault of the receiving party; or (iv) is required
        to be used or disclosed by an order of any court or other governmental
        authority, but only to the extent required by such order, and only after
        giving the party whose Confidential Information is to be disclosed
        timely notice of such order and an opportunity to defend against it. The
        parties agree that while certain items of the Confidential Information
        may be publicly known, these

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        items, when put together, often form combinations that are not publicly
        known and are hence included within the Confidential Information. The
        receiving party is not permitted to use the Confidential Information to
        piece together a series of items of information from unconnected sources
        and fit these items of information together to make a showing that all
        or part of the Confidential Information was "public."

8.3     NON-DISCLOSURE AND NON-USE. Each party shall exert its reasonable
        efforts to maintain the confidentiality of Confidential Information,
        including, but not limited to, the execution of proprietary
        nondisclosure agreements with employees and consultants, and the taking
        of reasonable legal action to enforce compliance with the provisions of
        this Article 8 by its directors, officers, employees, and any third
        party to whom it is authorized to provide access to Confidential
        Information of the other party. The parties agree not to use any
        Confidential Information for any purpose except to fulfill their
        obligations and duties under this Agreement.

8.4     REMEDIES. Unauthorized use by a party of the other party's Confidential
        Information will diminish the value of such information, thereby causing
        irreparable harm to the other party. Therefore, if a party breaches any
        of its obligations with respect to confidentiality and unauthorized use
        of Confidential Information hereunder, the other party shall be entitled
        to equitable relief to protect its interests therein including, but not
        limited to, injunctive relief.

                             ARTICLE 9. TERMINATION

9.1     TERM. This Agreement shall commence on the Effective Date and, unless
        earlier terminated as provided below, shall remain in effect for three
        (3) years. At the end of the first or any subsequent term, this
        Agreement shall automatically extend for one (1) year, unless either
        party gives written notice of termination not less than ninety (90) days
        prior to the end of the then current term.

9.2     TERMINATION FOR CAUSE. Either party may, by notice in writing, terminate
        this Agreement upon default by the other party. Default under this
        Agreement shall include, but not be limited to, a material breach by
        either party of any of the terms and conditions of this Agreement unless
        cured in a timely manner as provided for in Section 10.3 below, an
        adjudication of bankruptcy of either party under any bankruptcy or
        insolvency law, the appointment by or for either party of a receiver for
        its business or property, or the making of any general assignment of its
        assets for the benefit of creditors.

9.3     RIGHT TO CURE. No breach of any term of this Agreement shall be deemed a
        default giving rise to a right of termination unless the party claiming
        to be aggrieved by such breach first provides written notice to the
        breaching party of the precise nature of the breach and the breaching
        party fails to cure the breach within thirty (30) days following its
        receipt of such notice. In the event that the breach asserted is one
        that cannot be reasonably cured within such (30) day period, no default
        shall occur if the breaching party has commenced substantial and good
        faith efforts to cure the breach and continues those efforts without
        interruption until a cure is effected.

9.4     EFFECT OF TERMINATION. The termination of this Agreement shall be
        without prejudice to any other rights or claims of either party against
        the other, or any other remedy available to such party, including, but
        not limited to, the right of physiciansite.com to recover all of the
        amounts required to be paid by medibuy pursuant Article 5. To the extent
        that medibuy continues the operation of the medibuy Site generally, upon
        the termination or expiration of this Agreement for any reason medibuy
        agrees to maintain the medibuy Site and make the medibuy Services
        available to Joint Users according to the terms and conditions hereunder
        for a period of two years, or a shorter period of time if so elected in
        writing by physiciansite.com (the Winding Down Period), During the
        Winding Down Period, physiciansite.com shall remove the links, Marks and
        other references and

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        connections to the medibuy Site that are contained on or available
        through the physiciansite.com Site. During the Winding-Down Period,
        physiciansite.com will continue to be entitled to receive its percentage
        of Net Revenue as provided in Section 5.1 above, which Net Revenue is
        actually received by medibuy prior to the end of the Winding Down
        Period, and medibuy will remain obligated to account to
        physiciansite.com therefor, but all other obligations of medibuy to
        physiciansite.com shall cease upon termination and it shall owe to
        physiciansite.com no obligation of any kind whatsoever following the
        conclusion of the Winding Down Period, except as provided for in Section
        9.5 below.

9.5     SURVIVAL. Notwithstanding the foregoing, the provisions of Articles 7,
        8, 10, 11, and 12, shall survive termination or expiration of this
        Agreement, together with any provisions of this Agreement which by their
        terms survive expiration or termination of this Agreement. Any amounts
        owed by medibuy to physiciansite.com hereunder shall continue to be
        owed.

             ARTICLE 10. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

10.1    PHYSICIANSITE.COM'S WARRANTIES AND DISCLAIMERS. physiciansite.com
        represents and warrants that (i) physiciansite.com has full power and
        authority to enter into this Agreement, to grant the licenses provided
        for herein, and to perform its obligations hereunder, and its entry into
        this Agreement does not violate any other agreement by which it is
        bound; and (ii) physiciansite.com's conduct in performing this Agreement
        shall at all times comply with all applicable federal, state, and local
        laws, rules, and regulations in the United States.

10.2    MEDIBUY'S WARRANTIES AND DISCLAIMERS. medibuy represents and warrants
        that (i) medibuy has the full power and authority to enter into this
        Agreement, to grant the licenses provided for herein, and to perform its
        obligations hereunder, and its entry into this Agreement does not
        violate any other agreement by which it is bound; and (ii) medibuy's
        conduct in performing this Agreement shall at all times comply with all
        applicable federal, state, and local laws, rules, and regulations in the
        United States.

10.3    NO OTHER REPRESENTATIONS. Each party agrees that it shall have no right
        or authority, at any time, to make any representation or commitment on
        behalf of the other party, or to make any representations or warranties,
        guarantees or commitments with respect to other party, except as
        expressly authorized in this Agreement or a separate writing signed by
        the other party.

                            ARTICLE 11. MISCELLANEOUS

11.1    GOVERNING LAW. This Agreement shall be governed by and construed in
        accordance with the laws of the state of California where, under the
        rules of such courts, venue may property lie, without reference to
        conflict of law principles.

11.2    VENUE AND JURISDICTION. Exclusive jurisdiction and venue for all
        disputes arising under this agreement shall be with the state or federal
        courts located in Santa Clara, California, and the parties expressly
        submit themselves to the personal jurisdiction of such courts.

11.3    SEVERABILITY. If any provision of this Agreement shall be held to be
        illegal, invalid, or unenforceable by a court of competent jurisdiction,
        that provision shall be deleted and the remainder of this Agreement
        shall remain in full force and effect.

11.4    ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the complete
        and exclusive statement of the agreement between the parties. All
        previous representations are merged in this Agreement. This Agreement
        may be modified only by a writing signed by the parties.

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11.5    ASSIGNMENT. This Agreement shall bind and inure to the benefit of the
        parties hereto and their successors and assigns, including any person,
        partnership, or corporation which may acquire all or substantially all
        of a party's assets or business, or into which either may be
        consolidated or merged. Unless otherwise allowed in this Agreement,
        neither party shall assign, sublicense, or transfer this Agreement
        without the prior written consent of the other party, and any attempt to
        do so shall be void.

11.6    REPORTING FORMAT. Unless otherwise provided in this Agreement, all data
        included in reports prepared by medibuy shall be provided to
        physiciansite.com in MS Excel spreadsheets.

11.7    NOTICES. All notices and communications under this Agreement shall not
        be valid unless in writing and shall be deemed to have been given on the
        day of delivery or transmission if delivered by hand or if sent by
        facsimile transmission (with receipt confirmed), or on the fifth
        business day following the day of mailing if mailed, postage prepaid. In
        any case, unless otherwise provided in this Agreement, delivery,
        transmission, or mailing must be made to the party concerned as follows:

        IF TO MEDIBUY:                      IF TO PHYSICIANSITE.COM:

        medibuy.com, Inc.                   physiciansite.com
        7777 Alvarado Road                  230 Newport Center Drive
        Suite 401                           Suite 300
        La Mesa, CA 91941                   Newport Beach, CA 92660

        Attn: Daniel P. Beharry             Attn: Andrea Kofl

11.8    CONSTRUCTION. Unless otherwise provided in this Agreement, the singular
        includes the plural and vice versa.

11.9    NO WAIVER. Failure of any party to enforce any provision of this
        Agreement will not constitute or be construed as a waiver of such
        provision or of the right to enforce such provision. No waiver by a
        party of any breach of any provision of this Agreement will constitute a
        waiver of any other breach of that or any other provisions of this
        Agreement.

11.10   RIGHT OF SETOFF. In the event that medibuy shall determine in good faith
        that there is an amount due and owing to it from physiciansite.com
        (e.g., due to an overpayment by medibuy) medibuy may setoff such amount
        due to it against any future payments that medibuy is obligated to make
        under this Agreement to physiciansite.com.

11.11   RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be construed to
        constitute or appoint either party as the agent, partner, or
        representative of the other party for any purpose whatsoever, or to
        grant to either party any rights or authority to assume or create any
        obligation or responsibility, express or implied, for or on behalf of or
        in the name of the other, or to bind the other in any way or manner
        whatsoever.

11.12   HEADINGS. The headings in this Agreement are for purposes of convenience
        and reference only and are not intended to affect the meaning or
        interpretation of this Agreement.

11.13   COUNTERPARTS. This Agreement may be executed in duplicate and either
        copy or both copies are considered originals.

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11.14   NO BIAS. This Agreement shall be interpreted as written and negotiated
        jointly by the parties. It shall not be strictly construed against
        either party, regardless of the actual drafter of the Agreement.

11.15   FORCE MAJEURE. If either party is unable to perform its obligations
        under this Agreement due to circumstances beyond its reasonable control
        (other than obligations for the payment of money), such obligations will
        be suspended so long as those circumstances persist, provided that the
        delaying party notifies the other party promptly of the delay and its
        causes and uses commercially reasonable efforts to recommence
        performance without delay.


Understood and Agreed:


        FOR PHYSICIANSITE.COM                         FOR MEDIBUY.COM, INC.


By: /s/ ANDREA S. KOFL                      By: /s/ DENNIS MURPHY
   --------------------------------            ---------------------------------
              Signature                                    Signature

   Andrea S. Kofl COO                          Dennis Murphy CEO
   --------------------------------            ---------------------------------
           Name and Title                                Name and Title

             10/28/99                                        11-3-99
   --------------------------------            ---------------------------------
               Date                                           Date



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