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                                                                   EXHIBIT 10.34

                         PROFESSIONAL SERVICES AGREEMENT

      This Professional Services Agreement (the "Agreement") is entered into as
of September 9, 1999 (the "Effective Date") by and between XCare.net, a Delaware
corporation with offices at 6400 S. Fiddler's Green Circle, Englewood, CO 80111,
("XCare.net"), and Asthma Management Company, a corporation with offices at 645
Madison Ave, 12th Floor, New York, NY, 10022 ("Client").

      This Agreement covers the purchase and license of consulting, development
and other services from XCare.net, pursuant to orders placed by Client and
accepted by XCare.net after the Effective Date. This includes the following
Asthma Management objectives: electronic medical records, workflow engines, data
warehousing, support, maintenance, hosting services, and the Internet product.

      This Agreement includes the following attachments, which are incorporated
      herein by this reference:
      Attachment 1 XCare.net Development Services
      Attachment 2 Schedule of Work Deliverables, Project Plan, Fees and Payment
      Terms
      Attachment 3 Maintenance Agreement
      Attachment 4 Architectural Platform
      Attachment 5 List of Acceptance Criteria
      Attachment 6 Escrow Agreement
      Attachment 7 Hosting Agreement

      Any notice required or permitted under this Agreement will be in writing
and delivered to the address set forth below, or to such other notice address as
the other party has provided by written notice.

      THIS AGREEMENT, INCLUDING THE ATTACHMENTS LISTED ABOVE, CONSTITUTES THE
COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES WITH REFERENCE TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF CLIENT'S PURCHASE
ORDER (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.

AGREED:

XCare.net                                Client:

Lorine Sweeney                           -------------------------------------

President & CEO                          -------------------------------------

By:                                      By:
   ----------------------------------       ----------------------------------
(Authorized Signature)                   (Authorized Signature)

-------------------------------------    -------------------------------------
(Printed Name and Title                  (Printed Name and Title)


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                                  ATTACHMENT 1

                         XCARE.NET DEVELOPMENT SERVICES

1.    DEFINITIONS

      1.1.  "Content" shall mean marketing collateral, data, text, audio files,
            video files, graphics and other materials provided by Client or
            developed hereunder for use with the Client Web Site, but excluding
            the XCare.net Software.

      1.2.  "Development Services" shall mean design, development, and set-up
            services to (i) modify, if necessary, existing XCare.net technology,
            trade secrets and know-how to produce the XCare.net Software and
            other elements of the Client Web Site, (ii) produce the client
            software, (iii) produce the client web site and (iv) provide any
            other consulting services rendered hereunder as identified in the
            appropriate schedules ("Schedule(s)") attached hereto.

      1.3.  "XCare.net Software" shall mean the architectural platform described
            in Attachment 3, all computer program code and other results and
            proceeds of XCare.net's services hereunder (other than Content and
            Client Software) that are delivered by XCare.net to Client pursuant
            to this Agreement. Such XCare.net Software shall be provided in
            object code form that conforms with Extensible Mark-Up Language
            Standards and the parties will enter into an escrow agreement
            (Attachment 6) paid for by client.

      1.4.  "Client Web Site(s)" shall mean the so-called "web page" site or
            sites on the World Wide Web, for the public Internet or for
            corporate intranets or extranets, to be developed or serviced by
            XCare.net hereunder, as identified in the appropriate Schedule(s).

      1.5.  "Client Software" shall mean all computer program code and other
            results and proceeds of XCare.net's services, excluding the
            XCare.net platform architecture and associated technical residuals,
            developed specifically by XCare.net for Client hereunder and paid
            for by Client. Client Software shall be provided in source code that
            conforms with Extensible Mark-Up Language Standards.

2.    SERVICES

      2.1.  Development Services. XCare.net shall render Development Services in
            accordance with the requirements set forth in Schedules in the form
            of mutually agreed upon Project Management Plans that will be
            created for each Phase of application development. Each Schedule for
            new services shall be successively numbered (e.g., 1, 2, etc.). Each
            schedule shall be executed by the parties and shall be subject to
            the terms and conditions of this Agreement. XCare.net shall provide
            qualified and trained personnel to render such services and shall
            use reasonable commercial efforts to meet the delivery schedule set
            forth in the applicable Schedules. Any additions, deletions or other
            changes to a Schedule shall be mutually agreed to in writing in
            advance by both parties and shall be memorialized in a revised
            Schedule pursuant to the procedure get forth in Section 2.6 below
            for Change Orders. All services shall be performed at XCare.net's
            offices unless otherwise agreed by the parties. In the event that
            services are performed at Client's location, Client shall provide
            XCare.net at no charge with all necessary


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            facilities and equipment, including without limitation, computer
            time on Client's computers and office space, sufficient to render
            the services contemplated hereunder. Client shall deliver to
            XCare.net all Content selected by Client for incorporation into any
            Client Web Site in digitized format if available, otherwise hard
            copies shall be provided in accordance with the delivery schedule
            set forth in the applicable Schedule(s). In the event that Client
            fails to deliver the Content in accordance with the delivery
            schedule, the development schedule shall be extended by the number
            of days that delivery of the Content was delayed, unless XCare.net
            notifies Client that this extension will not rectify XCare.net's
            scheduling interruption resulting from Client's delay and such delay
            may also result in additional charges to Client, in which case the
            parties shall mutually agree upon a new delivery schedule and fees
            with respect to the rendition of the Development Services.

      2.2.  Acceptance of Deliverables. Within fifteen (15) calendar days after
            the delivery to Client of any deliverable pursuant to any Schedule,
            Client shall provide XCare.net with written notice of any failure of
            any deliverable to materially conform to the functional
            specifications set forth in the in the applicable Schedule.
            XCare.net and Client shall review the objections, and XCare.net will
            use commercially reasonable efforts to correct any material
            nonconformities with the functional specifications and provide
            Client with a revised deliverable within fifteen (15) calendar days.
            Client shall have deemed to have accepted the deliverable if
            XCare.net does not receive written notice of Client's objections
            within said fifteen (15) calendar day period. All deliverables
            pursuant to any schedule must include a 30 calendar day client beta
            testing period.

      2.3.  Domain Name Registration Services. If domain name registration
            services are included in the Schedule, XCare.net shall use
            commercially reasonable efforts to assist Client in registering an
            Internet domain name selected by Client. Client will be solely
            responsible for all out-of-pocket costs and all legal clearances
            regarding name selection and registration.

      2.4.  Maintenance Services. XCare.net shall render maintenance services
            pursuant to the terms and conditions of Attachment 3 Maintenance
            Agreement. The maintenance and support phase begins after the
            acceptance of the delivered product.

      2.5.  Hosting, Services. If Client desires to purchase hosting services
            from XCare.net for the Client Web Site, the parties shall execute a
            Hosting Services Agreement (Attachment 7 Hosting Agreement), and
            XCare.net shall render hosting services pursuant to the terms and
            conditions of such agreement.

      2.6.  Change Orders. If Client desires to make changes to an existing
            Schedule, the parties shall mutually agree upon an additional or
            revised Schedule for each new Change Order. Each such Schedule shall
            be successively numbered (e.g., LA, 1.B, etc.) and shall be executed
            by the parties. Any revised Schedule(s) shall be subject to the
            terms and conditions of this Agreement.

      2.7.  Disaster Recovery Plan. XCare.net will provide a disaster recovery
            plan to the Client by July 1, 2000. This plan will include
            co-location information, software recovery, data recovery, and a
            plan outlining the timeframe for disaster recovery. The disaster
            recovery plan will be implemented by December 31, 2000.

      2.8.  Performance Guarantee. Except as may otherwise be provided in the
            Agreement, credit for lost Services will be issued only for periods,
            calculated in fifteen (15) minute increments, in excess of two (2)
            hours in any calendar month. One (8) hour services loss will be
            permitted in each 6



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            month service period to allow for potential catastrophic system
            disruption. Lost services or "Downtime" is deemed to have occurred
            only if service becomes unusable by Client as a result of failure of
            XCare.net facilities, equipment or personnel used to provide the
            Services, and only where the interruption is not the result of (a)
            negligence or other conduct of Client or its agents, (b) failure or
            malfunction of any equipment or services not provided by XCare.net,
            including failure of the internet transport network. Credit shall be
            calculated by calculating the average hourly rate for XCare.net's
            services over the prior month and multiplying it times the number of
            hours of downtime.

            XCare.net's latency guarantee constitutes average round-trip
            transmissions of three seconds or less between the transit backbone
            routers (hub routers) in the contiguous U.S. The transatlantic
            latency guarantee is six seconds or less. The performance guarantees
            specified do not reflect infringements upon speed as a result of the
            Internet or connections of the users.

            2.8.1 XCare.net Average Server Response Times. Should the response
                  times stipulated above not be met for a minimum of 30 minutes
                  per day for FIVE consecutive days, then XCare.net will make
                  all necessary additions/modification to the equipment
                  configuration over the next calendar month to bring the
                  response times within their stipulated levels again.

      2.9   XCare.net represents and warrants that all Client Software and
            XCare.net Software will process dates correctly prior to, during and
            after the calendar year 2000. This shall include, but not be limited
            to, century recognition, calculations that accommodate the same
            century and multi-century formulas and date values, and interface
            values that reflect the century. In the event that Client becomes
            aware that the Client Software or XCare.net Software will not or
            does not process data containing any dates subsequent to the year
            1999 correctly, Client shall immediately notify XCare.net of that
            fact and XCare.net agrees to correct or replace the Client Software
            or XCare.net Software to eliminate such processing problem in
            accordance with XCare.net's standard policies, which are available
            upon request.

            The foregoing is Client's sole and exclusive remedy for breach of
            warranty. The warranty set forth above is made to and for Client's
            benefit only. The warranty will apply only if no modification,
            alteration or addition has been made to the Client Software or
            XCare.net Software by persons other than XCare.net or XCare.net's
            authorized representative.

3.    OWNERSHIP AND LICENSE RIGHTS

      3.1.  Property Rights and Ownership. The Client Web Site(s) and all other
            results and proceeds of XCare.net's services hereunder, shall
            consist of, and shall operate in conjunction with, multiple elements
            of intellectual property, including without limitation the XCare.net
            Software and the Client Content. The parties' respective rights to
            such elements shall be as set forth below. For purposes of this
            Agreement, the term "ownership" shall refer to ownership of all
            intellectual property rights including, but not limited to, all
            patent, copyright, trade secret and trademark rights, as applicable,
            with respect to the subject intellectual property.



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<TABLE>
<CAPTION>

Intellectual Property Elements                                   Ownership/Rights
------------------------------                                   ----------------
<S>                                                         <C>
Client Content, including all Client Content that           Client has sole ownership.
is modified by XCare.net ("Modified Content") and
HTML files that contain Client Content, and
modifications to Content as a result of Client's
usage of self-authoring tools.

Content created for Client by XCare.net and                 Client has sole ownership.
accepted and paid for by Client, as well as
commissioned Content authored by third parties
specifically for use in connection with this
Agreement and paid for by Client (e.g., original
illustrations or graphics).

Domain name for Client Web Site.                            Client has sole ownership.

Client Software                                             Client has sole ownership. Subject to exclusion
                                                            specified in Section 1.5

Server usage report data/statistics generated by            Client has sole ownership of data/statistics, and
the XCare.net Software in form and substance as             XCare.net has a license pursuant to Section 3.3
set forth in the applicable Schedule or as                  below.
mutually agreed by the parties.

Commercially available third-party software which           Third-parties have ownership, and Client shall be
is incorporated into the XCare.net Software.                informed of all third-party software that Client
                                                            may need to license at Client's own expense.

XCare.net Software provided and/or developed by or          XCare.net has sole ownership of such XCare.net
for XCare.net in connection with this Agreement             Software. Client shall be granted a license to use
for Client.                                                 the XCare.net Software as set forth in Section
                                                            3.2.

XCare.net supplied material developed generally to          XCare.net has sole ownership of such developed
support XCare.net products and/or service                   material. Client shall be granted a license to use
offerings (e.g. httpd configuration).                       the XCare.net Software as set forth in Section 3.2
                                                            below.
</TABLE>

      3.2.  License to Client. XCare.net grants Client a non-exclusive,
            non-transferable license to use the XCare.net Software on one or
            more computers in code version only to operate and display the
            Client Web Site in order for end users to access the Client Web
            Site. If the XCare.net Software is not developed for use on a Client
            Web Site, then the foregoing license shall constitute a
            nonexclusive, non-transferable license to use the XCare.net Software
            on one or more computers in object code version only for Client's
            internal business needs. Client may grant a sublicense to a third
            party that Client engages to host the Client Web Site, provided,
            that such third party agrees in writing to be bound by the license
            and confidentiality restrictions set forth in this Agreement. Client
            is prohibited from duplicating and/or distributing any XCare.net
            Software without the prior written consent of XCare.net; provided,
            however that Client may copy the XCare.net Software only as needed
            for reasonable ordinary backup or disaster recovery



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            procedures. All registered users shall be granted permission to
            access the software from as many locations as are necessary.

            Client is granted rights to modifications and updates to the
            XCare.net internal software product updates as they apply
            specifically to the application created for Client. This excludes
            enhancements to products that do not directly correlate to the
            application created for Client. New products created after the
            delivery of the Client application are also excluded. Adaptations to
            the XCare.net product(s) so that they are customized for Client
            shall incur additional costs.

      3.3.  License to XCare.net. Client grants XCare.net a non-exclusive
            license (i) to use, copy, and modify the Content in connection with
            XCare.net's performance of the Development Services, and (ii) to
            use, copy, modify, distribute and display server usage data and
            statistics generated by the XCare.net Software.

      3.4.  Supporting Documents. Each party agrees to execute any additional
            documents deemed reasonably necessary to effect and evidence the
            other party's rights with respect to the intellectual property
            elements set forth above.

      3.5.  No Reverse Engineering. All rights not expressly granted hereunder
            are reserved by XCare.net. Without limiting the foregoing, Client
            may not reverse engineer, reverse assemble, decompile or otherwise
            attempt to derive the source code from the XCare.net Software.

      3.6.  Proprietary Notices. All copies of the XCare.net Software and other
            XCare.net supplied materials used by Client shall contain copyright
            and other proprietary notices in the same manner in which XCare.net
            incorporates such notices in the XCare.net Software or in any other
            manner requested by XCare.net. Client agrees not to remove, obscure
            or obliterate any copyright notice, trademark or other proprietary
            rights notices placed by XCare.net on or in the XCare.net Software.

      3.7.  Support of the Client and XCare.net Software. Should XCare.net, or
            an organization acquiring, merging with, or succeeding XCare.net in
            any way, decide to cease supporting the Client software or XCare.net
            software, then client will have a twelve (12) month option to either
            (i) request the source code for the software out of escrow (see
            Attachment 5 Escrow Agreement) so Client can arrange for the support
            of the software on their own or (ii) replace the software with a
            similar or like application from XCare.net or the successor
            organization at no additional license fee (a reasonable
            implementation fee can be charged).

4.    PAYMENT

      4.1.  Development Services. In consideration for the performance of the
            Development Services, Client shall pay to XCare.net the rates as set
            forth in Attachment 2 Schedule of Work and Fees. In the event that
            XCare.net renders services at Client's location, Client shall pay
            the reasonable travel, living and related expenses for XCare.net
            personnel rendering services at Client's location. All services
            hereunder shall be rendered on a per-project basis; provided,
            however, that in the event that the parties agree that any services
            hereunder will be rendered on a time and materials basis with a
            budget not to be exceeded, all work will be billed at XCare.net's
            standard hourly rates, which may be revised from time to time by
            XCare.net, in its sole discretion, upon written notice to Client.
            For time and materials billing, amounts set forth in the applicable
            Schedule represent an estimate of the hours required to complete the
            work outlined in such Schedule; in the event that actual hours
            incurred to complete the work exceed



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            those included in the budget XCare.net will notify Client, and the
            budget will be revised with additional agreed upon hours billed at
            XCare.net's standard hourly rates. All time and materials billings
            will be made biweekly.

      4.2.  Maintenance Services. Maintenance services will be provided
            according to Attachment 3 Maintenance Services.

      4.3.  Hosting, Services. If the parties have entered into a XCare.net
            Hosting Services Agreement, Client shall pay XCare.net the amounts
            set forth in said Hosting Services Agreement. Attachment 7 Hosting
            Agreement.

      4.4.  Taxes. In addition to the fees due as specified above, Client shall
            pay any and all federal, state and local sales, use, value added,
            excise, duty and any other taxes of any nature assessed upon or with
            respect to the license granted hereunder, arising from this
            Agreement, except that taxes on XCare.net's income shall be the sole
            responsibility of XCare.net.

      4.5.  Payments. All payments made pursuant to this Agreement shall be made
            in U.S. Dollars are due thirty (30) calendar days from the date of
            invoice. Late payments shall bear interest at one and one-half
            percent (1.5%) per month or the maximum rate permitted by law,
            whichever is less.

5.    LIMITED WARRANTY

      5.1.  Software Warranty. Subject to the limitations set forth in this
            Agreement, XCare.net war-rants only to Client that the XCare.net
            Software and Client Software furnished hereunder when properly
            installed, properly used and unmodified by Client, will
            substantially conform to the functional specifications set forth in
            Attachment 5 List of Acceptance Criteria. XCare.net's warranty shall
            extend for a period of one hundred five (105) calendar days from
            the date that the final deliverables specified in each Schedule are
            accepted by the Client ("Warranty Period"). XCare.net's sole
            responsibility under this Section 5.1 shall be to take reasonable
            precautions and will apply testing procedures to assure that the
            Vendor Systems (EMR and other) and the Developed Systems (XCare.net)
            are free from material reproducible programming errors and defects
            in workmanship and materials, and that the Developed Systems will
            conform in all material respect to the specifications therefore. If
            material reproducible programming errors are discovered in the
            Developed Systems, XCare.net shall promptly remedy them at no
            additional expense to Customer. XCare.net will obtain a
            substantially similar warranty from the Vendor Systems and if
            material reproducible programming errors are discovered in the
            Vendor Systems, XCare.net and System vendor will promptly remedy
            them at no additional expense to Customer. All warranty claims not
            made in writing or not received by XCare.net within the Warranty
            Period shall be deemed waived. XCare.net's warranty obligations are
            solely for the benefit of Client, who has no authority to extend or
            transfer this warranty to any other person or entity.

      5.2.  XCARE.NET DOES NOT WARRANT THAT THE USE OF THE CLIENT SOFTWARE AND
            THE XCARE.NET SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT
            THE SPECIFICATIONS WILL MEET ANY OF CLIENT'S REQUIREMENTS OTHER THAN
            THE EXPRESS WRITTEN REQUIREMENTS SET FORTH IN ATTACHMENT 5 - LIST OF
            ACCEPTANCE CRITERIA. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE,
            XCARE.NET DOES NOT MAKE ANY WARRANTY AS TO THE XCARE.NET SOFTWARE OR
            THE SERVICES PROVIDED HEREUNDER



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            OR THE RESULTS TO BE OBTAINED FROM USE OF THE XCARE.NET SOFTWARE.
            EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE XCARE.NET
            SOFTWARE IS USED AND THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS
            WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
            BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
            PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INTERNET OR USE OF
            INFORMATION IN CONNECTION WITH THE SOFTWARE.

6.    INTELLECTUAL PROPERTY INDEMNIFICATION

      6.1.  XCare.net.

            6.1.1. Indemnification. XCare.net, at its own cost and expense,
                   shall defend Client and its officers and directors, against a
                   claim that the XCare.net Software or Client Software
                   infringes a third-party United States copyright or trade
                   secret, and shall pay any settlements entered into or damages
                   awarded against Client, or its officers and directors, to the
                   extent related to such claim, provided that (i) Client
                   notifies XCare.net promptly in writing of the claim; (ii)
                   XCare.net has the sole control of the defense and all related
                   settlement negotiations; and (iii) Client provides XCare.net
                   with all reasonably necessary assistance, information, and
                   authority to perform the foregoing at XCare.net's expense.

            6.1.2. XCare.net shall have no liability for any claim of
                   infringement based on (i) use by Client of other than the
                   current update of the XCare.net Software or Client Software
                   if the infringement would have been avoided by uses of the
                   current update; (ii) modifications, adaptations or changes to
                   the XCare.net Software or Client Software not made by
                   XCare.net; (iii) the combination or use of the materials
                   furnished hereunder with materials not furnished by XCare.net
                   if such infringement would have been avoided by use of the
                   XCare.net materials alone; or (iv) use or incorporation of
                   Content or Modified Content. In the event the XCare.net
                   Software is held to, or XCare.net believes is likely to be
                   held to, infringe the intellectual property rights of a third
                   party, XCare.net shall have the right at its sole option and
                   expense to (i) substitute or modify the XCare.net Software or
                   Client Software so that it is noninfringing and qualitatively
                   and functionally equivalent to the XCare.net Software or
                   Client Software; (ii) obtain for Client a license to continue
                   using the XCare.net Software or Client Software; or if
                   neither (i) nor (ii) is commercially reasonable, XCare.net
                   shall have the fight to terminate this Agreement immediately
                   upon written notice to Client, and XCare.net shall make
                   payment to Client of an amount equal to the fees paid for the
                   XCare.net Software or Client Software, pro-rated over a three
                   (3) year period commencing on the Effective Date. This
                   Section 6.1 sets forth Client's sole and exclusive remedy and
                   XCare.net's sole liability for intellectual property
                   infringement by XCare.net.

      6.2.  Client.

            6.2.1. Client hereby represents and warrants to XCare.net that (i)
                   Client has secured all necessary consents, permissions,
                   clearances, authorizations and waivers for the use of Content
                   or Modified Content, including without limitation, all text,
                   pictures, audio, video, logos and copy contained in all
                   Content or Modified Content; (ii) the use of Content as
                   contemplated herein shall not infringe the copyright,
                   trademark or other



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                   intellectual property rights of any party, or constitute
                   defamation, invasion of privacy, or the violation of any
                   right of publicity or any other right of any party; and (iii)
                   Client has complied and shall comply with all legislation,
                   rules and regulations regarding Content.

            6.2.2. Client shall indemnify and hold harmless XCare.net, its
                   directors, officers, parent company, and affiliates, from any
                   and all liability, costs and expenses (including attorney's
                   fees) arising in connection with any third party claim or
                   action brought against XCare.net, or any of its directors,
                   officers, parent company, and affiliates, relating to Content
                   or Modified Content, provided (i) XCare.net notifies Client
                   promptly in writing of such claim, (ii) Client has the sole
                   control of the defense and all related settlement
                   negotiations, and (iii) XCare.net provides Client with all
                   reasonably necessary assistance, information and authority to
                   perform the foregoing at Client's expense.

7.    LIMITATIONS ON LIABILITY

      THE MAXIMUM LIABILITY OF XCARE.NET OR CLIENT, ITS DIRECTORS, OFFICERS,
      PARENT COMPANY, AND, AFFILIATES, TO CLIENT FOR DAMAGES RELATING TO
      XCARE.NET'S FAILURE TO PERFORM SERVICES HEREUNDER SHALL BE LIMITED TO AN
      AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO XCARE.NET WITH RESPECT TO
      SUCH SERVICES, EXCEPT THAT NO SUCH LIMITATION SHALL APPLY TO SECTION
      6.1.1, SECTION 9 OR SECTION 3.1. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE
      OR WILLFUL MISCONDUCT, IN NO EVENT SHALL XCARE.NET, ITS DIRECTORS,
      OFFICERS, PARENT COMPANY, AND AFFILIATES, LICENSORS, AND SUPPLIERS, BE
      LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION
      OR FOR ANY INDIRECT, INCIDENTAL. SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
      PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE
      SERVICES PROVIDED HEREUNDER, EVEN IF XCARE.NET HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
      PURPOSE OF ANY LIMITED REMEDY.

8.    TERM AND TERMINATION

      8.1.  Term. Subject to this Section 8, the term of this Agreement shall
            commence on the Effective Date and continue until terminated by
            either party pursuant to Section 8.2 or 8.3 below.

      8.2.  Termination for Cause. This Agreement may be terminated by either
            party in the event of (i) any material default in, or material
            breach of, any of the terms and conditions of this Agreement by the
            other party, which default continues in effect after the defaulting
            party has been provided with written notice of default and thirty
            (30) calendar days to cure such default; (ii) the commencement of a
            voluntary case or other proceeding seeking liquidation,
            reorganization or other relief with respect to either party of its
            debts under any bankruptcy, insolvency, or other similar law now or
            hereafter in effect, that authorizes the reorganization or
            liquidation of such party or its debt or the appointment of a
            trustee, receiver, liquidator, custodian or other similar official
            of it or any substantial part of its property; (iii) either party's
            consent to any such relief or to the appointment of or taking
            possession by any such official in an involuntary case or other
            proceeding commenced against it; or (iv) either party's making a
            general assignment for the benefit of creditors; or either party's
            becoming insolvent; or either party taking any corporate action to
            authorize any of the foregoing.



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      8.3.  Termination for Convenience. This Agreement may be terminated by
            either party upon ninety (90) days advance written notice.

      8.4.  Effect of Termination. If this Agreement is terminated by XCare.net
            under Section 8.2, while XCare.net is performing any Development
            Services for Client hereunder, Client shall immediately pay
            XCare.net the total fees associated with such incomplete project, as
            well as all amounts due and owing for any projects already completed
            by XCare.net hereunder or for any third-party products or services
            purchased by XCare.net in Client's behalf. If the Agreement is
            terminated under Section 8.3 while XCare.net is performing any
            Development Services or other services for Client hereunder, Client
            shall pay XCare.net all fees due and owing up to the effective date
            of such termination. The foregoing shall be without limitation to
            XCare.net's rights and remedies under this Agreement.

      8.5.  Survival. Sections 3, 5, 7, 8, 9 and 10 shall survive any
            termination or expiration of this Agreement; provided, however, that
            if this Agreement is terminated by either party pursuant to Section
            8.2 above, then Section 3.2 and 3.3 shall not survive.

9.    CONFIDENTIALITY

      9.1.  Confidential Information. Each party acknowledges that, in
            connection with the performance of this Agreement, it may receive
            certain confidential or proprietary technical and business
            information and materials of the other party ("Confidential
            Information").

            XCare.net agrees to obtain prior written consent from Asthma
            Management before releasing any client-specific data/statistics,
            including but not limited to the server usage reports. Asthma
            Management owns all of the data that flows through the XCare.net
            applications and servers.

      9.2.  Confidentiality. Each party hereby agrees: (i) to hold and maintain
            in strict confidence all Confidential Information of the other party
            and not to disclose it to any third party; and (ii) not to use any
            Confidential Information of the other party except as permitted by
            this Agreement or as may be necessary to perform its obligations
            under this Agreement. Each party will use at least the same degree
            of care to protect the other party's Confidential Information as it
            uses to protect its own Confidential Information of like importance,
            and in no event shall such degree of care be less than reasonable
            care.

      9.3.  Exceptions. Notwithstanding the foregoing, the parties agree that
            Confidential Information will not include any information that: (i)
            is or becomes generally known or is or becomes part of the public
            domain through no fault of the other party, (ii) the first party
            authorizes to be disclosed; (iii) is rightfully received by the
            other party from a third party without restriction on disclosure and
            without breach of this Agreement; or (iv) is known to the other
            party on the Effective Date from a source other than the first
            party, and not subject to a confidentiality obligation.

      9.4.  Injunctive Relief Each party acknowledges that any breach of the
            provisions of this Section 9 may cause irreparable harm and
            significant injury to an extent that may be extremely difficult to
            ascertain. Accordingly, each party agrees that the other party will
            have, in addition to any other rights or remedies available to it at
            law or in equity, the right to seek injunctive relief to enjoin any
            breach or violation of this Section 9.



                                       10
<PAGE>   11

10.   GENERAL PROVISIONS

      10.1. Force Majeure. In the event that either party is unable to perform
            any of its obligations under this Agreement or to enjoy any of its
            benefits because of any event beyond the control of the affected
            party including, but not limited to, natural disaster, acts of God,
            actions or decrees of governmental bodies or failure of
            communication lines (a "Force Majeure Event"), the party who has
            been so affected shall promptly give written notice to the other
            party and shall use its best efforts to resume performance. Upon
            receipt of such notice, all obligations under this Agreement shall
            be immediately suspended for the duration of such Force Majeure
            Event.

      10.2. Notice. All notices, demands, requests or other communications
            required or permitted under this Agreement will be deemed given when
            (i) delivered personally; (ii) five (5) calendar days after having
            been sent by registered or certified mail, return receipt requested,
            postage prepaid; or (iii) one (1) day after deposit with a
            commercial overnight carrier, with written verification of receipt.

      10.3. Waiver. Waiver of any breach or failure to enforce any term of this
            Agreement shall not be deemed a waiver of any breach or right to
            enforce which may thereafter occur. No waiver shall be valid against
            any party hereto unless made in writing and signed by the party
            against whom enforcement of such waiver is sought and then only to
            the extent expressly specified therein.

      10.4. Severability. In the event any one or more of the provisions of this
            Agreement shall for any reason be held to be invalid, illegal or
            unenforceable, the remaining provisions of this Agreement shall be
            unimpaired and the parties will substitute a new enforceable
            provision of like economic intent and effect.

      10.5. Governing Law. This Agreement, the rights and obligations of the
            parties hereto, and any claims or disputes thereto, shall be
            governed by and construed in accordance with the laws of the State
            of New York without reference to conflict of law principles.

      10.6. Assignment. Neither party shall have the right to assign this
            Agreement without the prior written consent of the other party;
            provided, that either party shall have the right to assign this
            Agreement to any person or entity that acquires or succeeds to all
            or substantially all of such party's business or assets upon written
            notice to the other party.

      10.7. Publicity. Within a time frame mutually agreed upon by the parties,
            the parties shall mutually agree on a joint press release announcing
            the existence of this Agreement. Neither party will use the other
            party's name, domain name, logo, trademark or service mark in
            advertising or publicity without obtaining the other party's prior
            written consent; provided, however, that XCare.net shall have the
            nonexclusive right and license to use Client's name and Client Web
            Site name, including the URL (Uniform Resource Locator) thereto, as
            a Client reference, and as part of XCare.net's client portfolio.
            XCare.net shall also have the right to display its name and logo, as
            well as a link to the XCare.net site, on the Client Web Site(s), and
            to receive credit as the developer of the Client Web Site(s),
            (collectively, the "Credit"). Such Credit shall appear on the "home
            page" of the Client Web Site(s) in a position that provides
            reasonable and appropriate visibility to XCare.net in light of
            industry standards and Client's requirements.

      10.8. Additional Actions and Documents. Each of the parties hereto hereby
            agrees to take or cause to be taken such further actions, to
            execute, deliver and file or cause to be executed, delivered



                                       11
<PAGE>   12
        and filed such further documents, and will obtain such consents, as may
        be necessary or as may be reasonably requested in order to fully
        effectuate the purposes, terms and conditions of this Agreement.

10.9.   Headings. Section headings contained in this Agreement are inserted for
        convenience or reference only, shall not be deemed to be a part of this
        Agreement for any other purpose, and shall not in any way define or
        affect the meaning, construction or scope of any of the provisions
        hereof.

10.10.  Execution in Counterparts. This Agreement may be executed in several
        counterparts, each of which shall be deemed to be an original, and all
        of which, when taken together, shall constitute one and the same
        instrument.

10.11.  Independent Contractors. The relationship of the parties hereunder shall
        be that of independent contractors. Nothing herein shall be construed to
        constitute a partnership between or joint venture of the parties, nor
        shall either party be deemed the agent of the other or have the right to
        bind the other in any way without the prior written consent of the
        other.

10.12.  Mediation. Any Dispute that the Parties are unable to resolve through
        informal discussions or negotiations will be submitted to non-binding
        mediation, which will be held in New York, New York. The Parties will
        mutually determine who the mediator will be from a list of mediators
        obtained from the AAA office located in New York, New York. If the
        Parties are unable to agree on the mediator, the mediator will be
        selected by the AAA.

10.13.  Arbitration. Any Dispute that the Parties are unable to resolve
        through mediation pursuant to Section 10.12 will be submitted to
        arbitration in accordance with the following procedures:

        10.13.1. Demand for Arbitration; Location. Either Party may demand
                 arbitration by giving the other Party written notice to such
                 effect which notice will describe, in reasonable detail, the
                 facts and legal grounds forming the basis for the filing
                 Party's request for relief and will include a statement of the
                 total amount of damages claimed, if any, and any other remedy
                 sought by that Party. The arbitration will be held before one
                 neutral arbitrator in New York, New York.

        10.13.2. Identification of Arbitrator. Within thirty (30) calendar days
                 after the other Party's receipt of such demand, the Parties
                 will mutually agree upon an arbitrator. If the parties are
                 unable to agree on the arbitrator within that time period, the
                 arbitrator will be selected by the AAA. The arbitrator
                 will have a background in, and knowledge of, the information
                 technology services. If a person with such industry experience
                 is not available, the arbitrator will be chosen from the large
                 and complex case panel or, if an appropriate person is not
                 available from such panel, the retired federal judges pool.

                                       12
<PAGE>   13

        10.13.3. Conduct of Arbitration. The arbitration will be governed by the
                 Commercial Arbitration Rules of the AAA, except as expressly
                 provided in this Section 10.13. However, the arbitration will
                 be administered by an organization mutually agreed to in
                 writing by the Parties. If the Parties are unable to agree upon
                 the organization to administer the arbitration, it will be
                 administered by the AAA under its procedures for large and
                 complex cases. Pending the arbitrator's determination of the
                 merits of the Dispute, either Party may apply to any court of
                 competent jurisdiction to seek injunctive or other
                 extraordinary relief.

        10.13.4. Scope of Discovery. Discovery will be limited to the request
                 for and production of documents, depositions and
                 interrogatories. Interrogatories will be allowed only as
                 follows: a Party may request the other Party to identify by
                 name, last known address and telephone number (i) all persons
                 having knowledge of facts relevant to the Dispute and a brief
                 description of that person's knowledge, (ii) any experts who
                 may be called as an expert witness, the subject matter about
                 which the expert is expected to testify, the mental impressions
                 and opinions held by the expert and the facts known by the
                 expert (regardless of when the factual information was
                 acquired) which relate to or form the basis for the mental
                 impressions and opinions held by the expert and (iii) any
                 experts who have been used for consultation, but who are not
                 expected to be called as an expert witness, if such consulting
                 expert's opinions or impressions have been reviewed by an
                 expert witness. All discovery will be guided by the Federal
                 Rules of Civil Procedure. All issues concerning discovery upon
                 which the Parties cannot agree will be submitted to the
                 arbitrator for determination.

        10.13.5. Authority of Arbitrator. In rendering an award, the arbitrator
                 will determine the rights and obligations of the Parties
                 according to the substantive and procedural laws of the State
                 of New York. The arbitrator will not have authority to award
                 damages in excess of the amount or other than the types allowed
                 by Section 5.2, except in the case of gross negligence or
                 willful misconduct, and may not, in any event, make any
                 ruling, finding or award that does not conform to the terms and
                 conditions of this Agreement, except in the case of gross
                 negligence or willful misconduct.

        10.13.6. Joinder of Parties. Each of Vendor and Customer agree that it
                 will use commercially reasonable efforts to join (and will
                 allow the other Party to join) any Third Party that the Parties
                 have agreed is indispensable to the arbitration. If any such
                 Third Party does not agree to be joined, the arbitration will
                 proceed nonetheless.

        10.13.7. Award. The decision of, and award rendered by, the arbitrator
                 will be final and binding on the Parties. Upon the request of a
                 Party, the arbitrator's award will include written finding of
                 fact and conclusions of law. Judgement on the award may
                 be entered in and enforced by any court of competent
                 jurisdiction. Each Party will bear its own costs and expenses
                 (including filing fees) with respect to the arbitration,
                 including one-half of the fees and expenses of the arbitrator.

                                       13
<PAGE>   14

10.14.  Exclusive Remedy. Other than those matters involving injunctive or other
        extraordinary relief or any action necessary to enforce the award of the
        arbitrator, the Parties agree that the provisions of this Article 10 are
        a complete defense to any suit, action or other proceeding instituted in
        any court or before any administrative tribunal with respect to any
        Dispute or the provision of the Services by Vendor. Nothing in this
        Article 10 prevents the Parties from exercising their rights to
        terminate this Agreement in accordance with Article 8.

10.15.  Jurisdiction. All disputes arising out of or relating to this Agreement
        shall be submitted to the non-exclusive jurisdiction of the state and
        federal courts encompassing New York, New York, and each party
        irrevocably consents to such personal jurisdiction and waives all
        objections thereto.

                                       14
<PAGE>   15

                                  ATTACHMENT 2

                            SCHEDULE OF WORK AND FEES

This Schedule describes Services to be provided by XCare.net to Client under
this Professional Services Agreement dated September 9, 1999.

1.      DESCRIPTION OF WORK

        1.1.    Phase I - Development of Beta Website Version 1.0

                In order to enable Client to test the content of the Standard of
                Care document, XCare is developing a Beta website. In
                conjunction with this deliverable, XCare with Client is
                analyzing the functional requirements laid out in the Standard
                of Care document. The project team will evaluate the feasibility
                of either selecting/licensing/customizing a web-based EMR
                package that meets Client's functional requirements or custom
                building an application that technologically enables the
                remaining functionality within the Standard of Care document.
                The major activities to complete these tasks are as follows (see
                attached project plan for more detail):

                   A.  Analyze Functional Requirements

                   B.  Database Design

                   C.  Define the network architecture for Client and the
                       physician offices

                   D.  Define hardware architecture for Client and the
                       physician offices

                   E.  Questionnaire Content Development - the functionality in
                       release 1.0 of the Beta site includes the following
                       cross references from the List of Acceptance Criteria:

                       o    Criteria Numbers: 2, 22, 32, 33, 34, 35, 36, 37, 39,
                            40, 44, 45, 46, 48, 49, 50, 63, 67

                   F.   Selection of Bulletin Board (threaded discussion)
                        Software

                   G.   Hosting of Interim Marketing Website

                   H.   Implementation Plan for version 2.0 Beta Site

                   TOTAL ESTIMATED HOURS = [*] HOURS

                   TOTAL ESTIMATED COST = $[*]K - $[*]K

                PAYMENT SCHEDULE

                The contract is based on a not to exceed time and materials
                budget based on the functionality specified above. The payment
                schedule will be based on the following timeline for Phase I:

                     o    20% upon signing the contract

                     o    40% Dec. 31, 1999

                     o    30% Jan. 31, 2000

                     o    10% Feb. 15, 2000


* Confidential treatment requested
                                       1
<PAGE>   16

        1.2.    Phase Ia - Development of Beta Website Version 2.0

                In order to enable Client to test the content of the Standard of
                Care document, XCare is developing a beta website. In
                conjunction with this deliverable, XCare is also selecting a
                web-based EMR package that meets Client's functional
                requirements. The major activities to complete these tasks will
                be further defined and outlined in an addendum to this document.

        1.3.    Phase II - Final Site Integration/Implementation

                Applications/partnerships that have not been defined
                specifically will be incorporated into the architecture based on
                the type of service. Mutually agreed upon requirements for these
                applications will be developed and implemented by March 31,
                2000. The major activities to complete these tasks will be
                further defined and outlined in an addendum to this document.

2.      FEE SCHEDULE:

        Our approach is highly structured which provides our clients with
        detailed costing estimates throughout the project. For time and
        materials projects, XCare.net billing rates are $150/hr and payable upon
        completion of the agreed upon milestone activities. Travel expenses
        associated with the project will be billed separately.

        There will be no hosting charges made for XCare.net to host the interim
        marketing site, the branded interim marketing site, and the beta web
        site through Dec. 31, 1999.

3.      XCARE.NET AND CLIENT CONTACTS ASTHMA MANAGEMENT CORPORATION

        Bob Smoler      CEO                                  203/341-0798
        Anna Wong       Chief Operating Officer              718/229-0821
        XCARE.NET

        Jon Wisda       V.P. Product Development             303/488-2019 x238
        Debbie Daufeldt Director, Solution Architecture      303/488-2019 x259

XCARE.NET                               "CLIENT"


By:                                     By:
   ----------------------------------      ----------------------------------


-------------------------------------   -------------------------------------
Printed Name                            Printed Name


-------------------------------------   -------------------------------------
Title                                   Title


-------------------------------------   -------------------------------------
Date                                    Date

                                       2
<PAGE>   17

                                  ATTACHMENT 3

                              MAINTENANCE SERVICES

In consideration of payment of the annual Maintenance Fee(s) set forth in this
Attachment, Customer agrees to purchase, and XCare.net agrees to provide
Customer on an annually renewable basis with software maintenance services for
XCare.net and Client software as follows:

A.   Any and all content updates to the Client website;

B.   Any and all updates to the Documentation issued by XCare.net; and

C.   Remote diagnostic support (including dial-up capabilities) regarding
     XCare.net and Client software to include error analysis and, where
     possible, correction services, twenty-four (24) hours per day, seven (7)
     days per week. Any on-site assistance which Customer may request and which
     is provided by XCare.net, which, in XCare.net's reasonable opinion, is not
     necessary to determine the nature and resolution of any problems Customer
     may have with XCare.net shall be provided by XCare.net at its then-current
     rates. If Customer notifies XCare.net that it suspects a material error in
     the program logic of XCare.net or in the Documentation, XCare.net shall
     make all reasonable efforts to confirm the existence of the error and
     correct it. If the parties mutually determine that no such error exists,
     Customer agrees to pay XCare.net for its services at XCare.net's hourly
     rates then in effect and to reimburse XCare.net for any and all reasonable
     travel and living expenses incurred by XCare.net in rendering such
     services. XCare.net will use its Severity Designations in effect from time
     to time to provide remote diagnostic support. A current copy of Severity
     Designations are attached.

D.   XCare.net's providing Customer with maintenance services as described in
     this Attachment shall automatically continue, on an annual basis, unless
     either party shall give written notice to the other that it desires not to
     renew such maintenance services. The parties agree that such written notice
     shall be remitted for receipt by the other no less than ninety (90) days
     prior to the end of the then-current annual maintenance period.

<TABLE>
<CAPTION>
PAYMENT                   ESTIMATED                                                 ESTIMATED
TRIGGERING EVENT          TIME FRAME           PERCENTAGE DUE                       AMOUNT DUE
----------------          ----------           --------------                       ----------
<S>                       <C>                  <C>                                  <C>
Final Acceptance or       February, 2000       1/12 of total payment to be made    25% of final
commencement of                                on a monthly basis during the        application
Live Production                                Year of maintenance services.        development fee.
Environment
("Acceptance")

First and Subsequent      Annually             1/12 of Annual Maintenance           25% of Total
Anniversaries of          Thereafter           Fee                                  application
Acceptance                                                                          development fee
</TABLE>

<PAGE>   18

                                  ATTACHMENT 4

                             ARCHITECTURAL PLATFORM

XCARE.NET OUTSOURCING SERVICES

XCare.net relies on a redundant frame network to support Extranet capabilities
with its customers. XCare.net's systems architecture is built on a multitiered
fully redundant architecture using UNIX as the base operating

XCare.net Frame Network
Asthma Management Co.

                                  [FLOW CHART]


system. Xcare.net will commence full web outsourcing operation operations in
1999 from its main hosting facility located in Albuquerque, New Mexico. Plans to
co-locate the web services to another area in 2000 are currently underway.

Xcare.net uses virtual servers to present a single address for a group of real
servers and load-balance service requests between real servers in a site. Real
servers are actual host machines with unique IP addresses that provide TCP/IP
and WWW services to the network. This physical network design facilitates the
expansion of the network for future growth. Systems may be added to help manage
resources where required.

XCARE.NET NETWORK ARCHITECTURE DESIGN

                                   [DIAGRAM]
<PAGE>   19

Attachment 5 -- List of Acceptance Criteria

<TABLE>
<CAPTION>
                                                              Original
                                                            Standard of            In Beta IT
                                                          Care (versions 1       System (release
AMC Desired IT Functions                                   and 2), page #         1.0, 12/9/99)      Beta release 2.0
------------------------                                   --------------         -------------      ----------------
<S>                                                           <C>                     <C>                  <C>
2.  Search the IT system for possible patient records             6                       X

4.  Enter "mini-registration" data (pt. registration
    via website -- need security functions)                       6

5.  Lookup insurance information                                  7

6.  Input the appointment into the scheduling system              7

7.  Determine Encounter Package Code                              8                                           X

9.  Patients "pre-register" via the Internet                      8

11. Assign temporary medical record number or password
    or other alternative allowing patient to enter
    pre-registration, intake and survey data via the internet     8

12. Pre-populate "introductory" letters                           8                                           X

14. Create and print the "Scheduling Pull List Report"            8

15. Search for the "mini-registration" from last name
    and first name                                                10

17. Encounter screen (need to spec)                               10                                          X

18. Use scanning to store images                                  11

20. Assign tickler flag in the IT system to track
    missing referrals                                             11

21. Trigger a notification to the patient if a valid
    referral is not received within five business days            11

22. Intake screens:

22a. Demographics                                                 13                      X

22b. Communication                                                13                      X

22c. Parental Consent                                             14                      X

22d. Emergency Contact                                            14                      X

22e. Appointment Preference                                       14

22f. Insurance Coverage                                           15                      X

22g. Coordination of Benefit                                      16                      X

22h. PCP                                                          16                      X

22i. Referring Physician                                          17                      X

22j. Consult Letter                                               17                      X

22k. Pharmacy                                                     18                      X

22l. Outreach                                                     18                      X

25. Research flag screen                                          20                                          X

26. Check the patient's record to see if flagged for
    a research study or clinical trial                            20                                          X

27.1. Research screen                                             20                                          X

27. Search the research screen using "name of study"
    and "number of study"                                         20                                          X

28. Create a new "encounter package code" for modified workflow   20

29. Create a new "protocol template" for modified protocol        20

30. Scan the signed consent form into the selected IT system      20

32. Symptoms screen (includes cough, shortness of breath,
    allergy, sleep apnea)                                      22 - 25                    X

33. Trigger Factors screen (includes smoking history,
    occupational history)                                      26 - 28                    X

34. Environmental Assessment screen                               28                      X
</TABLE>

                                  page 1 of 4

<PAGE>   20

ATTACHMENT 5 -- LIST OF ACCEPTANCE CRITERIA

<TABLE>
<CAPTION>
                                                                            Original
                                                                          Standard of          In Beta IT
                                                                        Care (versions 1     System (release
AMC Desired IT Functions                                                 and 2), page #       1.0, 12/9/99)      Beta release 2.0
------------------------                                                 --------------       -------------      ----------------
<S>                                                                         <C>                <C>                  <C>
116.     Graph peak flow rate over time and to send alerts to Nurse
         Educator if patient reaches critical value                            72

117.     Display the exact pharmacotherapy regimen based on the
         patient's zone" (the "action box")                                    72

118.     Enter information on encounter type details and interactions
         with the patients                                                     72

119.     Track response time and escalation procedures                         72

120.     Send patient-specific asthma literature via e-mail                    72

121.     Link with other asthma websites                                       72

122.     Send a Patient Satisfaction Survey either via mail or e-mail          72

126.1.   Patient Assessment screen                                          77 - 79                                X

126.     Asthma education first follow up visit screen (Anna to merge
         with #127 and 145)                                                  79 - 81                               X

127.     Asthma education second follow up visit screen                      81 - 83           included in
                                                                                                  #126

129.     Track return visits with a tickler system                             84

130.     Track patient's adherence against established protocols               84

131.     Display longitudinally over time key clinical indicators
        (Anna to design)                                                       84                                   X

132.     Track any deviance from the protocol                                  84

133.     Highlight and flag missing data                                       84

134.     List all the services rendered chronologically on a summary
         screen                                                                84

135.     Triage incoming calls using an interactive voice response (IVR)
         system                                                                87

136.     Transfer urgent calls to the on-call nurse                            87

137.     Allow patients to request / schedule their appointment via the AMC
         website                                                               87

138.     Scheduling on-line-> checks appointment preference, checks
         physician availability, gives appointment using time-adjusted
         staggering schedule, and alerts the receptionist if the patient
         needs a referral                                                      87

139.     Send reminder letters                                                 88

145.     Asthma Education All Subsequent Visit screen                        89 - 91           included in
                                                                                                   #126

146.     Ability for users to customize the display of the screen

147.     Datawarehouse                                                                                             X

148.     IVR for peak flow input

149.     Biometric security                                                                                         X

</TABLE>


                                  page 4 of 4
<PAGE>   21
ATTACHMENT 5 - LIST OF ACCEPTANCE CRITERIA

<TABLE>
<CAPTION>
                                                                                Original
                                                                               Standard of          In Beta IT
                                                                            Care (versions 1    System (release
AMC Desired IT Function                                                      and 2), Page #       1.0, 12/9/99)    Beta release 2.0
-----------------------                                                     ----------------    ---------------    ----------------
<S>                                                                          <C>                 <C>                <C>
79. Check billing information to collect fees, co-payment,                          68
deductibles, coinsurance and/or any outstanding balances

80. Scan patient's check(s) that are collected                                      68

81. Electronically transfer funds                                                   68

82. Read Explanation of Benefits from insurance plan electronically                 68

84. Schedule follow-up appointments                                                 68

86. Red-line or addenda with date/time stamp for analysis (see                      68                                    X
Cerner functionality)

88. Accept voice recording                                                          68

89. Display educational videos                                                      68

90. Display diagrams of major body parts                                            68

91. Convert progress notes to appropriate CPT codes and ICD-9 codes                 68

92. Auto-populate HCFA-1500 form or superbill                                       68

93. Reconcile bills with completed visits on the scheduling system                  69

94. Print patient statements if the patient makes such a request at                 69
time of discharge

95. Generate secondary insurance claims                                             69

96. Select appropriate form during a print run                                      69

97. Automatic cycle billing                                                         69

98. EDI                                                                             69

99. Interface with General ledger                                                   69

100. User-defined adjustment codes                                                  69

100.1. Multiple tax IDs, insurance plan IDs with effective dates,                   69
servicing provider IDs, multiple locations

101. Add or remove patients on collections based on user-defined                    69
aging parameters

102. Track all communication events (same as #17)                                   69

104. Patient can e-mail Nurse Educator                                              70

104.1. Patient's phone messages to Nurse Educator are transcribed                   70
into e-mail

105. Post laboratory results in the e-mail box of their respective                  70
provider for electronic sign-off - the results go to the patient's chart

106. Display e-mail messages when the user is first logged onto the                 70
system - the results go to the patient's chart

107. Prioritize and color-code the incoming e-mails                                 70

108. Generate paging messages                                                       70

109. Track response time                                                            70

110. Follow escalation protocols                                                    70

112. Distribute messages based on a pre-determined workflow                         70

113. Electronic peak flow

114. Asthma diary screen                                                            71

115. Eletronic peak flow meter hooked to computer

115.1. Different color to highlight peak flow rate, consistent with                 71
patient's asthma action plan
</TABLE>

                                  page 3 of 4
<PAGE>   22
ATTACHMENT 5 - LIST OF ACCEPTANCE CRITERIA

<TABLE>
<CAPTION>
                                                                               Original
                                                                             Standard of         In Beta IT
                                                                           Care (versions 1    System (release
AMC Desired IT Functions                                                    and 2), page #      1.0, 12/9/99       Beta release 2.0
------------------------                                                   ----------------    ---------------     ----------------
<C>                                                                        <C>                 <C>                 <C>
35.  Past Medical History screen                                                   29                 X

36.  Asthma screen                                                                 35                 X

37.  Medication History screen (automatically display selection
     choices for pharmocotherapy)                                                  36                 X

39.  Quality of Life                                                               37                 X

40.  Compute total patient asthma scores - data will have to be
     extracted                                                                     38                 X

41.  Display patient asthma score history - data will have to be
     extracted (pg. 32 of Beta spec document - Anna to design
     report)                                                                       38                                     X

42.  Connect a spirometer to the application                                       40

44.  Spirometry screen                                                             40                 X

45.  Prints reports summarizing patient's answers to his/her survey's/
     questionnaires and spirometry measurements and graphs                       41-44                X

46.  Physical examination screen                                                   45                 X

48.  Skin test screen                                                              46                 X

48a. Skin test reminder (prick test for first visit...) - Anna to
     forward Std of Care document version 2                                        46

49.  Program Diagnostic algorithm                                                51-52

49a. Diagnosis screen                                                              50                 X

50.  Create a patient-specific asthma treatment plan (has pop-up
     pharmacotherapy screen)                                                     54-58                X

51.  Check whether this particular patient matches the selection
     criteria for any ongoing clinical trials/research studies                     53                                     X

52.  Assign the research flag to patients who match the selection
     criteria for any ongoing clinical trials/research studies                     53                                     X

53.  PDR reference                                                                 58

54.  Drug interactions (drug-drug, drug-food)                                      58

55.  Multiple formularies                                                          58

56.  Therapeutic substitutes                                                       58

63.  Asthma action plan screen                                                   59-63                X

64.  Assign a Nurse Educator to each patient (field containing drop-
     down with nurses' names for user to select from and populate field)           63                                     X

65.  Provide educational materials (Anna to build template)                        63

67.  Asthma education initial visit screen                                       64-65                X

71.  Print out instructions and directions to facilities to obtain
     various treatments                                                            67

72.  Fax orders to the appropriate provider                                        67

73.  Receive laboratory results electronically from laboratories                   67

74.  Route results to the respective physician                                     67

75.  Prioritize/rank laboratory results                                            67

76.  Print copies of the prescriptions                                             68

77.  Fax prescriptions to pharmacies                                               68

78.  Print consult letters (Anna to construct/design - letter plus
     current patient report attachment)                                            68                                     X
</TABLE>

                                  Page 2 of 4
<PAGE>   23
                           HOSTING SERVICES AGREEMENT

     This Hosting Services Agreement (the "Agreement") is entered into as of
September 9, 1999 (the "Effective Date") by and between XCare.net, a Delaware
corporation with offices at 6400 S. Fiddler's Green Circle, Englewood, CO 80111,
("XCare.net"), and Asthma Management Company, LLC, a Delaware limited liability
corporation with offices at 17 Pequot Trail, Westport, CT 06880 ("Client").

     This Agreement includes the following schedules, which are incorporated
herein by this reference:

     Schedule 1       Hosting Services Description and Pricing
     Schedule 2       Managed Services Option

     Any notice required or permitted under this Agreement will be in writing
and delivered to the address set forth below, or to such other notice address as
the other party has provided by written notice.

     THIS AGREEMENT, INCLUDING THE SCHEDULES LISTED ABOVE, CONSTITUTES THE
COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES WITH REFERENCE TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF CLIENT'S PURCHASE
ORDER (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.


AGREED:

XCare.net                               Client:
                                               ------------------------------

-------------------------------------   -------------------------------------

-------------------------------------   -------------------------------------

-------------------------------------   -------------------------------------


By:                                     By:
   ----------------------------------      ----------------------------------
(Authorized Signature)                  (Authorized Signature)


-------------------------------------   -------------------------------------
(Printed Name and Title)                (Printed Name and Title)

                                                                               1
<PAGE>   24

                      XCARE.NET HOSTING SERVICES AGREEMENT

1    XCare.net Obligations

1.1  XCare.net agrees to provide to Client the Services as described in
Schedules attached hereto pursuant to orders placed by Client and accepted by
XCare.net.

1.2  The initial service period for all orders for Services ("Initial Service
Period") shall commence upon activation of the Services and remain in effect for
a period of two years. If Client and XCare.net fail to agree on the terms to
extend the Services past the Initial Service Period, the applicable Schedule for
Services shall continue in effect on a month-to-month basis, until terminated by
either Client or XCare.net as provided in Section 4 below.

1.3  The fees for Services are specified in Schedule 1 of this agreement.
XCare.net will issue invoices ("Invoices") to Client for installation fees for
Client's Services and other applicable nonrecurring and recurring fees covering
the initial one month period. On a monthly basis, XCare.net will determine
Client's actual usage which determination shall be subject to audit by Client.
After the initial one month period, XCare.net will issue Invoices on a monthly
basis to Client as specified in attached schedules.

2    Client's Obligations

2.1  Client shall pay XCare.net the amount specified in the Invoices, in U.S.
Dollars, per the payment terms set forth in such invoices. Late payments shall
bear interest at one and one-half percent (1.5%) per month or the maximum rate
permitted by law, whichever is less.

2.2  Client is solely responsible for all updates to Content (as defined below)
on Server ("Server") as defined in the applicable Schedule). Client shall update
Content on the Server by means of the Internet and an XCare.net provided secure
account.

2.3  XCare.net shall not obtain any right, title to and/or interest in content,
including but not limited to text, multimedia images (graphics, audio and
video), software and other data (collectively "Content") provided by Client and
installed by XCare.net or Client on the Server or developed for Client at
Client's expense; however, XCare.net shall retain title to and all rights in all
other intellectual property including, but not limited to, any know-how related
to XCare.net-provided products or services such as the hardware, software or any
other server technology.

2.3  Client acknowledges and agrees that use of the Services is subject to
Client's compliance with the terms defined in XCare.net's Prohibited Uses of
Products and Services Policy, attached hereto as Exhibit A, as amended from time
to time. Violations of any of the terms of such policy shall constitute a breach
hereunder and may result in termination of this Agreement by XCare.net.

2.4  Client is solely responsible for Content, including any subsequent changes
or updates made or authorized by Client. Client warrants and represents that
Content: (i) does not infringe or violate the rights of any third party
including, but not limited to, intellectual property rights (including but not
limited to patents, copyrights, trademarks, trade secrets and rights of
publicity); (ii) is not defamatory or obscene; and (iii) does not violate any
other applicable law. XCare.net reserves the right (but shall have no
obligation) to delete any material installed on a Server in an XCare.net
facility or to disconnect Internet access of a Server which contains Content
which XCare.net believes in good faith breaches any of these warranties. Any
breach of these warranties by Client may result in termination of the Services.

2.5  Client acknowledges and agrees that Client assumes all risk related to the
processing of transactions related to electronic commerce. XCare.net reserves
the right to discontinue the Services to Client if either XCare.net believes in
good faith that Client has violated the foregoing, or that Client's use of the
Services poses a threat to the internal

                                                                               2
<PAGE>   25

security of the XCare.net network, the Web hosting facility, other customers, or
the Server.

2.6  Upon termination of either this Agreement or any applicable Schedule for
Services, User must relinquish use of the Internet Protocol Addresses ("IP
Addresses") or address blocks assigned to it in connection with the Services.

2.7  All equipment provided by XCare.net in connection with this Agreement shall
remain the property of XCare.net.

3    Warranties and Indemnity

3.1  XCare.net makes no warranties of any kind with respect to Services and
     Products provided under this Agreement. XCARE.NET DISCLAIMS ALL WARRANTIES,
     EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE EXPRESS WRITTEN
     PERFORMANCE AGREEMENTS MUTUALLY AGREED UPON. In any instance involving
     performance or nonperformance of Services and Products provided hereunder,
     Client's sole remedy shall be (a) in the case of Services, refund of a
     prorata portion of the price paid for Services which were not provided.

     3.1.1 Except as otherwise may be provided in this Agreement, credit for
     lost Services will be issued only for periods, calculated in fifteen (15)
     minutes increments, in excess of two (2) hours in a calendar month. One (8)
     hour services loss will be permitted in each 6 month service period to
     allow for potential catastrophic system disruption. Lost Services or
     "Downtime" is deemed to have occurred only if service becomes unusable by
     Client as a result of failure of XCare.net facilities, equipment, or
     personnel used to provide the Services, and only where the interruption is
     not the result of (a) negligence or other conduct of Client or its agents,
     including a failure or malfunction resulting from applications or services
     provided by Client or its agents, (b) failure or malfunction of any
     equipment or services not provided by XCare.net, (c) circumstances beyond
     the control of XCare.net, or (d) interruption due to scheduled maintenance,
     alteration, or implementation. All claims must be made within 60 days of
     the date of such lost Services.

3.2  EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT
WILL XCARE.NET, IT'S SUBSIDIARIES OR ITS OR THEIR AGENTS, BE LIABLE TO CLIENT
FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR OTHER SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES, ARISING OUT
OF OR IN CONNECTION WITH THE PURCHASE, USE OR PERFORMANCE OF THE SERVICES EXCEPT
THAT XCARE.NET AND CLIENT WILL ESTABLISH A PLAN FOR SAFEGUARDING CLIENT'S DATA
AND XCARE.NET WILL BE LIABLE FOR DAMAGES FOR LOST DATA SHOULD THEY NOT FOLLOW
THIS AGREED UPON PLAN. XCare.net will not be liable for any damages Client may
suffer arising out of Client's use, or inability to use, the Services or related
products. In no event shall XCare.net be liable for unauthorized access to
Client's transmission facilities or Client premise equipment or for unauthorized
access to or alteration, theft or destruction of Client's data files, programs,
procedure or information through accident, fraudulent means or devices, or any
other method except that XCare.net and Client will establish a plan for
safeguarding Client's equipment, data files, and programs and XCare.net will be
liable for damages associated with harm to Client's equipment, data files and
programs should they not follow this agreed upon plan.

3.3  XCare.net's liability for damages to Client for any cause whatsoever,
regardless of form of action, including negligence, shall not exceed an amount
equal to the price of products and Services purchased by Client during the
twelve month period preceding the event which caused the damages or injury;
provided, however, that this limitation shall not apply to damages to Client for
personal injuries or destruction of tangible personal property proximately
caused by the negligence of XCare.net or damages caused by gross negligence or
willful misconduct.

3.4  XCare.net will indemnify and hold Client harmless against any claim or
demand by any third party that any hardware or software provided to Client
hereunder, infringes any United States copyright or trade secret. Except for
damages incurred by XCare.net caused by (a) proprietary rights infringement
claims as provided for above, or (b) damages for personal injuries or
destruction of tangible property proximately caused by XCare.net's negligence or


                                                                               3
<PAGE>   26

damages caused by XCare.net's gross negligence or willful misconduct, Client
agrees to indemnify and hold XCare.net harmless against any claim or demand by
any third party due to or arising out of the use by Client of Services and
related products provided hereunder.

3.5  Client will indemnify and hold XCare.net harmless against any claim or
demand by any third party brought as a result of Client's violation of the
XCare.net Prohibited Uses Policy or and third party claims Content provided by
Client or by XCare.net at Client's request .

4.   Termination

4.1  Either party may terminate this Agreement by providing the other party with
at least sixty (60) days notice prior to the end of the then current term.

4.2  Client may cancel or terminate this Agreement in the event of three (3) or
more "service interruptions" in excess of four (4) hours duration during any
thirty (30) day period, during the term of this Agreement. A "service
interruption" is deemed to have occurred only if service becomes unusable by
Client as a result of failure of XCare.net facilities, equipment, or personnel
used to provide the Services, and only where the interruption is not the result
of (a) negligence or other conduct of Client or its agents, including a failure
or malfunction resulting from applications or services provided by Client or its
agents, (b) failure or malfunction of any equipment or services not provided by
XCare.net, (c) circumstances beyond the control of XCare.net, or (d)
interruption due to scheduled maintenance, alteration, or implementation.

4.3  This Agreement may be terminated by either party in the event of (i) any
material breach of, any of the terms and conditions of this Agreement by the
other party, which default continues in effect after the defaulting party has
been provided with written notice of default and thirty (30) days to cure such
default; (ii) the commencement of a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to either party of its
debts under any bankruptcy, insolvency, or other similar law now or hereafter in
effect, that authorizes the reorganization or liquidation of such party or its
debt or the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property; (iii) either
party's consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced
against it; or (iv) either party's making a general assignment for the benefit
of creditors; or either party's becoming insolvent; or either party taking any
corporate action to authorize any of the foregoing.

4.4  In the event of termination by Client for any reason other than expiration
of a service order or a service interruption as defined in subsection 4.2,
Client agrees to immediately pay XCare.net as a cancellation fee all monthly
recurring fees specified in the quote provided by XCare.net for such service
order through the date of termination. Upon termination of this Agreement,
Client must relinquish use of the Internet Protocol Addresses ("IP Addresses")
or address blocks assigned to it in connection with the Services.

5.   General

5.1  Force Majeure. In the event that either party is unable to perform any of
its obligations under this Agreement or to enjoy any of its benefits because of
any event beyond the control of the affected party including, but not limited
to, natural disaster, acts of God, actions or decrees of governmental bodies or
failure of communication lines (a "Force Majeure Event"), the party who has been
so affected shall promptly give written notice to the other party and shall use
its best efforts to resume performance. Upon receipt of such notice, all
obligations under this Agreement shall be immediately suspended for the duration
of such Force Majeure Event.

5.2  Assignment. Neither party shall have the right to assign this Agreement
without the prior written consent of the other party; provided, that either
party shall have the right to assign this Agreement to any person or entity that
acquires or succeeds to all or substantially all of such party's business or
assets upon written notice to the other party.



                                                                               4
<PAGE>   27
5.3     Severability. In the event any one or more of the provisions of this
        Agreement shall for any reason be held to be invalid, illegal or
        unenforceable, the remaining provisions of this Agreement shall be
        unimpaired and the parties will substitute a new enforceable provision
        of like economic intent and effect.

5.4     Waiver. Waiver of any breach or failure to enforce any term of this
        Agreement shall not be deemed a waiver of any breach or right to enforce
        which may thereafter occur. No waiver shall be valid against any party
        hereto unless made in writing and signed by the party against whom
        enforcement of such waiver is sought and then only to the extent
        expressly specified therein.

5.5     Notices. All notices, demands, requests or other communications required
        or permitted under this Agreement will be deemed given when (i)
        delivered personally; (ii) five (5) days after having been sent by
        registered or certified mail, return receipt requested, postage prepaid;
        or (iii) one (1) day after deposit with a commercial overnight carrier,
        with written verification of receipt.

5.6     Governing Law. This Agreement, the rights and obligations of the parties
        hereto, and any claims or disputes thereto, shall be governed by and
        construed in accordance with the laws of the State of New York without
        reference to conflict of law principles.

5.7     Mediation. Any Dispute that the Parties are unable to resolve through
        informal discussions or negotiations will be submitted to non-binding
        mediation, which will be held in New York, New York. The Parties will
        mutually determine who the mediator will be from a list of mediators
        obtained from the AAA office located in New York, New York. If the
        Parties are unable to agree on the mediator, the mediator will be
        selected by the AAA.

5.8     Arbitration. Any Dispute that the Parties are unable to resolve through
        mediation pursuant to Section 10.12 will be submitted to arbitration in
        accordance with the following procedures:

                5.8.1.  Demand for Arbitration; Location. Either Party may
                        demand arbitration by giving the other Party written
                        notice to such effect, which notice will describe, in
                        reasonable detail, the facts and legal grounds forming
                        the basis for the filing Party's request for relief and
                        will include a statement of the total amount of damages
                        claimed, if any, and any other remedy sought by that
                        Party. The arbitration will be held before one neutral
                        arbitrator in New York, New York.

                5.8.2.  Identification of Arbitrator. Within thirty (30)
                        calendar days after the other Party's receipt of such
                        demand, the Parties will mutually agree upon an
                        arbitrator. If the parties are unable to agree on the
                        arbitrator within that time period, the arbitrator will
                        be selected by the AAA. The arbitrator will have a
                        background in, and knowledge of, the information
                        technology services. If a person with such industry
                        experience is not available, the arbitrator will be
                        chosen from the large and complex case panel or, if an
                        appropriate person is not available from such panel, the
                        retired federal judges pool.

                5.8.3.  Conduct of Arbitration. The arbitration will be governed
                        by the Commercial Arbitration Rules of the AAA, except
                        as expressly provided in this Section 10.13. However,
                        the arbitration will be administered by an organization
                        mutually agreed to in writing by the Parties. If the
                        Parties are unable to agree upon the organization to
                        administer the arbitration, it will be administered by
                        the AAA under its procedures for large and complex
                        cases. Pending the arbitrator's determination of the
                        merits of the Dispute, either Party may apply to any
                        court of competent jurisdiction to seek injunctive or
                        other extraordinary relief.

                5.8.4.  Scope of Discovery._Discovery will be limited to the
                        request for and production of documents, depositions and
                        interrogatories. Interrogatories will be allowed only as


                                                                               5
<PAGE>   28

                        follows: a Party may request the other Party to identify
                        by name, last known address and telephone number (i) all
                        persons having knowledge of facts relevant to the
                        Dispute and a brief description of that person's
                        knowledge, (ii) any experts who may be called as an
                        expert witness, the subject matter about which the
                        expert is expected to testify, the mental impressions
                        and opinions held by the expert and the facts known by
                        the expert (regardless of when the factual information
                        was acquired) which relate to or form the basis for the
                        mental impressions and opinions held by the expert and
                        (iii) any experts who have been used for consultation,
                        but who are not expected to be called as an expert
                        witness, if such consulting expert's opinions or
                        impressions have been reviewed by an expert witness. All
                        discovery will be guided by the Federal Rules of Civil
                        Procedure. All issues concerning discovery upon which
                        the Parties cannot agree will be submitted to the
                        arbitrator for determination.

                5.8.5.  Authority of Arbitrator. In rendering an award, the
                        arbitrator will determine the rights and obligations of
                        the Parties according to the substantive and procedural
                        laws of the State of New York. The arbitrator will not
                        have authority to award damages in excess of the amount
                        or other than the types allowed by Section 5.2, except
                        in the case of gross negligence or willful misconduct,
                        and may not, in any event, make any ruling, finding or
                        award that does not conform to the terms and conditions
                        of this Agreement, except in the case of gross
                        negligence or willful misconduct.

                5.8.6.  Joinder of Parties. Each of Vendor and Customer agree
                        that it will use commercially reasonable efforts to join
                        (and will allow the other Party to join) any Third Party
                        that the Parties have agreed is indispensable to the
                        arbitration. If any such Third Party does not agree to
                        be joined, the arbitration will proceed nonetheless.

                5.8.7.  Award. The decision of, and award rendered by, the
                        arbitrator will be final and binding on the Parties.
                        Upon the request of a Party, the arbitrator's award will
                        include written finding of fact and conclusions of law.
                        Judgement on the award may be entered in and enforced by
                        any court of competent jurisdiction. Each Party will
                        bear its own costs and expenses (including filing fees)
                        with respect to the arbitration, including one-half of
                        the fees and expenses of the arbitrator.

                5.8.8.  Exclusive Remedy. Other than those matters involving
                        injunctive or other extraordinary relief or any action
                        necessary to enforce the award of the arbitrator, the
                        Parties agree that the provisions of this Article 10 are
                        a complete defense to any suit, action or other
                        proceeding instituted in any court or before any
                        administrative tribunal with respect to any Dispute or
                        the provision of the Services by Vendor. Nothing in this
                        Article 10 prevents the Parties from exercising their
                        rights to terminate this Agreement in accordance with
                        Article 8.

5.9     Jurisdiction. All disputes arising out of or relating to this Agreement
        shall be submitted to the non-exclusive jurisdiction of the state and
        federal courts encompassing Denver, Colorado, and each party irrevocably
        consents to such personal jurisdiction and waives all objections
        thereto.

5.10    Headings. Section headings contained in this Agreement are inserted for
        convenience or reference only, shall not be deemed to be a part of this
        Agreement for any other purpose, and shall not in any way define or
        affect the meaning, construction or scope of any of the provisions
        hereof

5.11    Independent Contractors. The relationship of the parties hereunder shall
        be that of independent contractors. Nothing herein shall be construed to
        constitute a partnership between or joint venture of the parties, nor
        shall either party be deemed the agent of the other or have the right to
        bind the other in any way without the prior written consent of the
        other.


                                                                               6
<PAGE>   29

5.12    Execution in Counterparts. This Agreement may be executed in several
        counterparts, each of which shall be deemed to be an original, and all
        of which, when taken together, shall constitute one and the same
        instrument.

5.13    Publicity. Client understands that Internet use, and related products
        and Services provided under this Agreement, may require registrations
        and related administrative reports which are public in nature. In
        addition Client agrees XCare.net may include its name and a description
        of the provided services as a reference or in client portfolios.


                                                                               7
<PAGE>   30

                                    EXHIBIT A
                      XCARE.NET PROHIBITED USES POLICY FOR
                           XCARE.NET HOSTING SERVICES

The following actions are defined by XCare.net as "system abuse" and are
strictly prohibited under the XCare.net Hosting Services Agreement. The examples
named in this list are not exhaustive and are provided solely for guidance to
Clients using the XCare.net Hosting Services. If any Client is unsure of whether
a contemplated use or action is permitted, it is Client's responsibility to
determine the permitted use by contacting XCare.net via electronic mail at
helpdesk@XCare.net. The following activities are expressly prohibited and could
result in termination of a Client's XCare.net Hosting Services Agreement.


      GENERAL

        o  Resale of XCare.net's products and services, unless specifically
           permitted and documented in a separate written agreement or the
           initial Client contract.

        o  Using the facilities and capabilities of XCare.net or its services to
           conduct any illegal activity or other activity that infringes the
           rights of others.

        o  Deceptive on-line marketing practices. The United States Federal
           Trade Commission has issued informative guidelines for proper on-line
           marketing schemes. For more information about the FTC guidelines
           review the Deception Policy Statement from the FTC.

        o  Violations of intellectual property -- as legally protected by
           copyrights and licenses. This includes, but is not limited to, the
           installation or distribution of illegal, "pirated", or other software
           products that are not appropriately licensed by Client.

        o  Violations of privacy.

      SYSTEM AND NETWORK

        o  Introduction of malicious programs into the network or Server (e.g.
           viruses, worms, Trojan horses, etc.).

        o  Attempted or successful security breaches or disruption of Internet
           communication. Security breaches include, but are not limited to,
           accessing data of which Client is not an intended recipient or
           logging into a Server or account that Client is not expressly
           authorized to access.

        o  Client may not execute any form of network monitoring (e.g. packet
           sniffer) which will intercept data not intended for Client Server.

        o  Attempts to circumvent Client authentication or security of any host,
           network, or account ("cracking").

        o  Attempts to interfere with or deny service to any user or any host
           (e.g. Denial of Service Attacks).

        o  Use of any program/script/command, or sending messages of any kind,
           designed to interfere with a third party Clients terminal session,
           via any means, locally or via the Internet.

      BILLING

        o  Furnishing false or incorrect data on the signup form, hosting
           agreement, or online hosting order application.

        o  Attempts to circumvent or alter the processes or procedures to
           measure time, bandwidth utilization, or other methods to document
           "use" of XCare.net's products and services.


      MAIL

        o  Sending unsolicited mail messages, including the sending of "junk
           mail" or other advertising material to individuals who did not
           specifically request such material (e.g. "spamming").


                                                                               8
<PAGE>   31

        o  Harassment, whether through language, frequency, or size of messages.

        o  Forging of mail header information to a third party.

        o  Using the XCare.net or Client account to collect replies to messages
           sent from another provider, which violate these rules or those of the
           other provider.

        o  Creating or forwarding "chain letters" or other "pyramid schemes" of
           any type.

      USENET NEWSGROUPS

        o  Posting the same or similar message to large numbers of Usenet
           newsgroups.

        o  Posting chain letters of any type.

        o  Posting encoded binary files to newsgroups not specifically named for
           that purpose.

        o  Cancellation or superseding of posted messages other than your own.

        o  Forging of header information.

        o  Solicitations of mail for any other e-mail address other than that of
           the poster's account or service, with intent to harass or to collect
           replies.

      IRC (INTERNET RELAY CHAT)

        o  Use of IRC scripts or programs that will interfere with or deny
           service to other clients on any Server or host.

        o  Running or attempting to run any IRC robot or Server on equipment
           other than the equipment provided by XCare.net to the Client.

ADMINISTRATOR ACCOUNTS

      The following section details XCare.net's policy regarding administrator
      privileges with the products and services offered by XCare.net's Hosting
      Services Group. Clients utilizing XCare.net Hosting Services products and
      services, whether the Server is provided by XCare.net or is provided by
      the Client are subject to the following list of restrictions. The items in
      this list are not exhaustive and are provided solely for guidance to
      Clients using the XCare.net Hosting Services. If any Client is unsure of
      whether a contemplated use or action is permitted it is Client's
      responsibility to determine the permitted use by contacting XCare.net via
      electronic mail at helpdesk@xcare.net.

        o  Client may not change the IP address or name of the Server.

        o  Client may not provide or share administrator privileges with
           individuals who have not reviewed and agreed to the terms of the
           XCare.net Hosting Services Agreement and the XCare.net Prohibited
           uses Policy for XCare.net Hosting Services.


                                                                               9
<PAGE>   32

                                   SCHEDULE 1

                HOSTING SERVICES DESCRIPTION AND PRICE SCHEDULE

In accordance with this agreement, XCare.net will provide the following
services, resources and service features:

--------------------------------------------------------------------------------
        Server Configuration
--------------------------------------------------------------------------------
        Hardware

        XCare.net Hosting Provided Software

--------------------------------------------------------------------------------
        Data Center
--------------------------------------------------------------------------------
        XCare.net Data Center Operations

--------------------------------------------------------------------------------
        Bandwidth & Networking
--------------------------------------------------------------------------------
        An Intranet Connecting All Physician and Asthma Management Co. Offices
        To The Main Server and the Disaster Recovery Site.

--------------------------------------------------------------------------------
        Backup
--------------------------------------------------------------------------------
        Standard Data Services Back-up

--------------------------------------------------------------------------------
        Services
--------------------------------------------------------------------------------
        System Maintenance and Second Tier Support On a 24 by 7 Basis

--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
        Pricing                                          Setup Fee   Monthly Fee
        -------                                          ---------   -----------
<S>                                                      <C>         <C>
TOTAL PRICING AS CONFIGURED ABOVE: *MINIMUM                $N/A       $[*]
Transaction Fee - $[*]/transaction**
Each additional 1Mbps of average bandwidth utilization      N/A        $N/A
Each additional 10GB of data backup                         N/A        $N/A
</TABLE>

        *Minimum monthly hosting fee will apply regardless of transaction
        volume.

        **Transaction fee of $[*]/transaction: Fees will be re-evaluated after
        six months of usage.

* Confidential treatment requested

                                                                              10
<PAGE>   33

                                   SCHEDULE 2

                             MANAGED SERVICES OPTION


As the Managed Services portion of this Hosting agreement, XCare.net will
provide server administration and management services that include but are not
necessarily limited to:

        o  Performance/resource monitoring and proactive problem resolution

        o  Daily systems administration tasks

        o  Applying operating system enhancements and security patches

        o  Adding user accounts

        o  Configuring DSN's and database connections

        o  Managing DNS services

        o  Adding/configuring FTP services

        o  Installing security certification keys

        o  Minor software revision changes & application patches

        o  Conducting automatic log rotation

        o  Checking disk space

        o  Facilitating restore requests

In addition, XCare.net Hosting will provide 24x7 1st level response for
recovering application related problems that have caused a complete outage to
the Web Services. However, these issues may need to be escalated to the
appropriate Application Development contact provided by the client for
resolution.


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