<PAGE>   1
                                                                   EXHIBIT 10.06

Confidential Treatment Requested


                      DISTRIBUTION AND SERVICES AGREEMENT


This Distribution and Services Agreement is entered into on October 1, 1999
("Effective Date"), between Neoforma.com, Inc., a Delaware Company
("Neoforma.com" or "Company"), 3255-7 Scott Boulevard, Santa Clara, California
95054, and Superior Consultant Company, Inc. ("Superior"), a Michigan
Corporation, 4000 Town Center, Suite 1100 Southfield, Michigan 48075.


                                   BACKGROUND

Superior is a leading e-services consulting firm providing management
consulting and information technology consulting, systems integration,
outsourcing, e-commerce and Digital Business Transformation(TM) services
(collectively "Healthcare Consulting Services") to all segments of the
healthcare industry, including integrated delivery networks, hospitals of all
sizes, physician groups, physician/hospital organizations, ambulatory centers,
allied healthcare professionals, employers and employer coalitions, HMOs and
other managed care organizations, pharmaceutical companies, insurance companies
and other payers, and healthcare information systems suppliers (collectively
"Healthcare Entities").

Neoforma.com is a leader in healthcare business-to-business e-commerce,
delivering information and e-commerce services for medical products, equipment,
supplies, and services to healthcare buyers and suppliers worldwide, including
developing web front ends; compiling searchable, digital product catalogs;
aggregating multiple vendor content to create a medical equipment and supplies
sourcing marketplace; and building site traffic from medical professionals.
Neoforma.com's current internet-based service offerings ("Offerings") include
Shop, Auction, Tour, Asset Management and online Resources. Offerings also
includes all future versions, enhancements, modifications and/or derivatives of
any of the above during the term of this Agreement. Neoforma.com customers
range from individual physician offices to Clinics to Integrated Delivery
Networks.

The Parties believe that Neoforma.com's current and future Offerings will offer
the opportunity to reduce supply chain costs for healthcare providers and
suppliers and which may be of interest and benefit to Superior's clients.

The Parties believe that the Neoforma.com Offerings present a rapidly
deployable e-commerce solution that will enhance Superior's service offerings.

Neoforma.com desires to obtain Superior's assistance in promoting the Offerings
to Superior's clients based on Superior's relationship with those clients and
the business and information technology expertise of Superior's consulting and
business development personnel ("Superior's enterprise distribution portal").

Neoforma.com desires to obtain the benefit of Superior's Healthcare Consulting
Services in connection with the development, implementation and back-end
enterprise application integration of the Neoforma.com Offerings.

Neoforma.com and Superior desire to enter into this Agreement to enhance their
respective ability to offer integrated solutions to the medical community which
include, without limitation,


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                      DISTRIBUTION AND SERVICES AGREEMENT

supply chain optimization through redesigned and internet-enabled commerce,
asset management and facilities planning processes.

The parties desire to provide to each other certain services on the terms
described herein.

THEREFORE, the parties agree as follows:

1.   DEFINITIONS

     A.   AUCTION CLIENT means an IDN that enters into an agreement with
          Neoforma.com to use Neoforma.com's auction services for the
          disposition of surplus medical equipment and supplies on terms
          generally consistent with Neoforma.com's customary terms and
          conditions for such clients.

     B.   IDN'S means integrated Delivery Networks, hospitals or other
          Healthcare Entities with revenues in excess of $100 million per year.

     C.   NET REVENUE means [*]

     D.   OTHER SUPERIOR CLIENTS means any third party that is not an IDN, for
          whom Superior has provided or is currently providing Healthcare
          Consulting Services or for which there is an opportunity for Superior
          to provide Healthcare Consulting Services.

     E.   SHOP CLIENT means an IDN that enters into an agreement with
          Neoforma.com to use Neoforma.com's web based service for the purchase
          of medical products, equipment and supplies, on terms generally
          consistent with Neoforma.com's customary terms and conditions for
          such clients.

     F.   SUPERIOR CLIENTS means IDN's and Other Superior Clients.

2.   TERM

     This Agreement will begin on the Effective Date and terminate three (3)
     years from the Effective Date unless terminated earlier as described below.

3.   SERVICES

     A.   PREFERRED STATUS OF NEOFORMA.COM

          Superior hereby designates Neoforma.com a member of Superior's
          Digital Business Transformation(TM) preferred partner program. In
          connection with this commitment, Superior shall:



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                      DISTRIBUTION AND SERVICES AGREEMENT

     1)    [*]

     2)   With Neoforma.com's participation and cooperation, train Superior
          business development personnel and consultants concerning Offerings.

     3)   Promote Offerings and Joint Services (as described in Section 3E
          below) to appropriate Superior healthcare consulting personnel.

     4)   Promote Neoforma.com's Offerings in its marketing materials and
          efforts as appropriate, including its web sites. [*]

     5)   Incorporate Offerings, as appropriate, in relevant Superior service
          offerings and proposals, with the prior approval of Neoforma.com.
          Neoforma.com agrees that such approval shall not be unreasonably
          withheld or delayed.

     6)   [*]


     Superior shall aggressively perform its obligations under this Section 2B,
     subject at all times to Superior's right to use its reasonable business
     judgment in performing those obligations. [*]

B.   PROMOTION OF NEOFORMA.COM OFFERINGS AND SUPERIOR SERVICES

     1)   Superior and Neoforma.com will, within sixty (60) days of the
          Effective Date, as part of the Alliance Plan further described in
          Section 7, below, develop and implement a joint promotion plan for the
          Neoforma.com Offerings and Healthcare Consulting Services as described
          in Section 3A above and 3G below. [*]

     2)   [*]



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                      DISTRIBUTION AND SERVICES AGREEMENT

[*]

<TABLE>
<CAPTION>
Date           12-31-99     3-31-00     7-31-00     12-31-00    12-31-01    12-31-02     Totals
------------------------------------------------------------------------------------------------
<S>            <C>          <C>         <C>         <C>         <C>         <C>          <C>
[*]            [*]          [*]         [*]         [*]         [*]         [*]          [*]
</TABLE>
[*]

C.  HEALTHCARE CONSULTING SERVICES

    1)  Neoforma.com appoints Superior as a member of its preferred partner
        program. As Neoforma.com's preferred partner for Healthcare Consulting
        Services, Superior will be a preferred provider of Healthcare Consulting
        Services to Neoforma.com clients (whether as a sub-contractor to
        Neoforma.com, or as a direct contractor with the Neoforma.com client).
        Neoforma.com will train its sales and other appropriate personnel as to
        the range of Superior's Healthcare Consulting Services and use
        commercially reasonable efforts to refer customers to Superior when the
        customer expresses an interest in or desire for or as to which
        Neoforma.com believes there is a reasonable opportunity for a service
        which Superior provides. Notwithstanding anything else in this Section
        3C, Neoforma.com may refer customers to another consulting service
        provider if, in Neoforma.com's reasonable business judgment (1) Superior
        (or its subsidiaries and affiliates) does not have competence with
        respect to the services; (2) Superior (or its subsidiaries and
        affiliates) does not have experienced staff available on a timely basis;
        or (3) Neoforma.com's client declines to do business with Superior, (4)
        Neoforma.com's client has an existing contractual obligation or business
        relationship with a third-party consulting service provider, or (5)
        Neoforma.com has other substantial business reason(s) for failing to
        refer a particular client to Superior.

    2)  The parties agree that the preferred delivery model is for Superior to
        directly contract with the Neoforma.com clients, and the parties shall
        use commercially reasonable efforts to accomplish that result. If
        Superior provides Healthcare Consulting Services as a direct contractor
        with a Neoforma.com client, then the services shall be provided on the
        terms agreed to by Superior and that client. If Superior provides
        Healthcare Consulting Services as a sub-contractor to Neoforma.com, then
        the services shall be provided in accordance with a Master Service
        Agreement ("MSA"), in the form attached as Exhibit B. Such Healthcare
        Consulting Services provided to Neoforma.com under an MSA may be billed
        on a fixed fee or time and materials basis. For time and materials work,
        Superior will also be entitled to bill for its expenses, as provided
        under the MSA. The parties recognize that if Superior provides services
        as a sub-contractor to Neoforma.com, Neoforma.com may, if commercially
        appropriate, "mark-up" the cost of Superior's services (that is, change
        the client a fee greater than the charged by Superior to Neoforma.com).

    3)  Superior and Neoforma.com will, within sixty (60) days of the Effective
        Date, develop a service delivery plan as part of the Alliance Plan
        further described in Section 7, below, for the Healthcare Consulting
        Services, including but not limited to


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                      DISTRIBUTION AND SERVICES AGREEMENT

                developing service and pricing models, promotional materials,
                budgets and projections, and such other subjects as the parties
                deem appropriate to effectuate the purpose of this Agreement.
                The service delivery plan shall be revised from time to tome as
                the parties deem appropriate.

D.      HEALTHCARE CONSULTING SERVICES CONTENT

        Superior shall license to Neoforma.com, on-lone Healthcare Consulting
        Services content ("Content"). to be offered to Neoforma.com clients,
        which content is anticipated to cover a broad range of subjects of
        interest to Healthcare Entities. The parties shall agree on the
        positioning and labeling of any Content that Neoforma.com elects to make
        available through its offerings. Superior shall be a preferred partner
        of Neoforma.com for on-line Healthcare Consulting Services. Neoforma.com
        and Superior will cooperatively web-enable such Content and collaborate
        to promote the mutually agreed trade name, the Content, and Superior's
        status as Neoforma.com's preferred provider of Healthcare Consulting
        Services Content.

E.      JOINT SERVICES

        The Parties believe that substantial revenues may be derived from new
        product/service introductions ("Joint Services") related to supply chain
        process improvements and e-commerce transactions of clients using
        technology and systems based on the Neoforma.com Offerings and
        Superior's Healthcare Consulting Services. Superior and the Company
        will, as part of the Alliance Plan further described in Section 7,
        below, within sixty (60) days of the Effective Date, explore the
        feasibility of the joint, development, promotion, and sale of Joint
        Services. Any such plan will specify any agreement of the parties with
        respect to revenue and expense sharing.

F.      WEB-BASED MARKETING ACTIVITIES

        Neoforma.com and Superior will establish hyperlinks between their
        respective commercial Internet Web sites, as outlined below, and agree
        to work together with the goal (i.e., making available for viewing by
        users of the Internet) of establishing such links prior to October 15,
        1999 but in any event within sixty (60) days after the Effective Date.
        Once established, the links will be continuously maintained during the
        term of this Agreement.

        1)      Throughout the term of this Agreement, Superior will provide and
                maintain the following placements on its website: The Superior
                site will contain within a section entitled "client services" or
                "partners," or other appropriate designation the Neoforma.com
                logo and a hypertext ling that permits users to navigate
                directly to a welcome page on the Company's healthcare website.
                The link and logo will be at least ____ by ____ pixels in size.

        2)      Throughout the term of this Agreement, Neoforma.com will provide
                and maintain the following placements on its website: The
                "partners" page on the Neoforma.com site will contain the
                Superior logo and a hypertext link that permits users to
                navigate



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                       DISTRIBUTION AND SERVICES AGREEMENT

               directly to a welcome page on the Superior website. The link and
               logo will be at least _____ by ____ pixels in size

          3)   The content, functionality and appearance of the messages,
               described above, will be mutually agreed upon by the parties.

     G.   NEOFORMA.COM PROMOTION OF SUPERIOR.

          In addition to all other obligations under this Agreement,
          Neoforma.com shall:

          1)   Promote Superior's Healthcare Consulting Services to appropriate
               healthcare industry clients and prospects.

          2)   With Superior's participation and cooperation, train its business
               development and other appropriate personnel concerning Superior's
               Healthcare Consulting Services.

          3)   Promote the Joint Services offerings of Neoforma.com and Superior
               to appropriate personnel;

          4)   Promote Superior's preferred status in its marketing materials
               and efforts, as appropriate, including its web sites, client
               newsletters and other client publications, and seminars;

          5)   Incorporate Superior's Healthcare Consulting Services, as
               appropriate, in proposals and offerings.

4.   COMPENSATION

     A.   In consideration for being designated as a preferred member of
          Superior's Digital Business Transformation(TM) preferred partner
          program, Neoforma.com shall pay to Superior [*]. Payment is
          due as follows:

               >  Within 30 days of the Effective Date $[*]
               >  Within 60 days of the Effective Date $[*]

     B.   In consideration for creation of the Alliance Plan called for in
          Section 7A, Neoforma.com shall pay to Superior [*] within 90 (ninety)
          days of the Effective Date.

     C.   [*] Within sixty (60) days of the Effective Date, the parties will, as
          part of the Alliance Plan described in Section 7, below, develop
          mechanisms and procedures for identifying, reporting and otherwise
          administering the transactions subject to this Section 4C.


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                      DISTRIBUTION AND SERVICES AGREEMENT

     D.   For the services described in Section 3B(2), Neoforma.com shall pay
          Superior a fee of: [*]

     E.   Neoforma.com will purchase not less than $1,500,000 of Healthcare
          Consulting Services that results in recognized revenue to Superior
          within eighteen (18) months of the Effective Date. Neoforma.com shall
          receive a discount from Superior's standard professional fees, in an
          amount to be specified in the Alliance Plan described in Section 7,
          below.

     F.   Except as specified herein, Superior shall not be entitled to receive
          any additional payment from Neoforma.com.

     G.   Except as specified in the Alliance Plan, Superior shall receive [*]
          of the revenues associated wit Healthcare Consulting Services.

     H.   Except as provided in this Agreement, no compensation is owed to
          either party for its activities under this Agreement. Each party
          shall bear its own costs in connection with those activities, unless
          otherwise agreed in writing.

5.   TERMINATION

     This Agreement may be terminated by either party for material breach by
     the other party, in accordance with the following procedure: The party
     claiming material breach shall provide the other party with a written
     notice of breach, specifying in detail the act or omission claimed to
     constitute the material breach. The other party shall then have thirty
     (30) days to cure the claimed breach. If the breaching party does not cure
     the breach within the cure period, then the other party shall be entitled
     to terminate this Agreement immediately upon written notice to the other
     party. In the event Neoforma.com terminates this Agreement due to any
     material uncured breach by Superior, Superior shall be entitled to payment
     for all fees and costs for Healthcare Consulting Services performed prior
     to termination and for all amounts payable under Section 3 above, subject
     to Neoforma.com's rights of set off for any damages caused by Superior's
     breach and which are recoverable hereunder.

6.   NON DISCLOSURE

     The Company and Superior recognize that in the course of performance of
     this Agreement each of them may disclose Proprietary information to the
     other. The receiving party shall treat the disclosing party's Proprietary
     Information as confidential and will exercise reasonable care to protect
     it, using not less than the degree of care taken by the receiving party in
     the protection of its own confidential information. Without the disclosing
     party's permission, Proprietary Information, including the terms of this
     Agreement, will not be (1) disclosed to anyone, unless required by law
     (however, in such event, the other party shall


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                      DISTRIBUTION AND SERVICES AGREEMENT

     be informed of the required disclosure prior to any disclosure being made
     so that it may seek to prevent such disclosure); or (ii) used for the
     receiving party's personal benefit.

     Proprietary Information means non-public information of the disclosing
     party or its clients or prospects: (1) which the disclosing party
     designates as such in writing; or (2) which, given the nature of the
     information and the circumstances of disclosure, should be recognized by
     the receiving party as confidential in nature, including but not limited
     to: (i) strategic business plans, marketing plans, or financial
     information; (ii) personal or financial information regarding the employees
     of the disclosing party; or (iii) technical information regarding
     Neoforma.com's current or contemplated Offerings including product design
     and implementation plans. However, unless otherwise specifically agreed in
     writing, Proprietary Information does not include the following: (i) any
     ideas, innovations, information, techniques, procedures or methodologies
     developed by the receiving party, either prior to or in the course of this
     Agreement; (ii) any information previously known to the receiving party
     without obligation of confidentiality, (iii) any information that is or
     becomes available to or known by persons in the healthcare information and
     healthcare management industry through no fault or wrongdoing of the
     receiving party; or (iv) any information developed independently by the
     receiving party without reference to Proprietary Information.

     Each of the parties will, as reasonably necessary to carry out the purpose
     of this Agreement, enter into agreements for the protection of the
     confidential information of clients for which services are performed
     pursuant to this Agreement.

7.   ALLIANCE PROCESS, GOVERNANCE AND MANAGEMENT

     A.   Within 60 days from the Effective Date, the parties agree to create
          an Alliance Plan that sets forth, without limitation, mutually
          developed guidelines, processes and procedures for a) sales and
          marketing communications; b) sales funnel management; c) client
          account planning; d) written guidelines and an updating process for
          Neoforma.com and Superior market positioning and public relations
          statements; e) escalation procedures and a dispute resolution
          process; and f) a mechanism for evaluating and jointly pursuing
          additional sales or service opportunities. The parties agree to apply
          resources, time and personnel adequate to complete the Alliance Plan
          within 60 days of the Effective Date.

     B.   Neoforma.com and Superior will establish a Steering Group, consisting
          of three executives from Neoforma.com and three from Superior. The
          Steering Group will meet on a regular basis, either in person or by
          telephone, to set overall direction, monitor progress and resolve
          issues.

     C.   Neoforma.com and Superior will work together to identify target
          clients, and coordinate sales pursuits. Each party will assign a
          named individual, who will serve as the main liaison for contact and
          coordination of activities between the two firms.

B.   OWNERSHIP

     Superior shall have exclusive ownership of all ideas, intellectual
     property, techniques, methodologies, procedures, skills, innovations or
     know-how (collectively "Materials") and Content developed or introduced by
     Superior in the course of performing services under


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                      DISTRIBUTION AND SERVICES AGREEMENT


     this Agreement. Neoforma.com and its subsidiaries shall have exclusive
     ownership of all Materials developed or introduced by Neoforma.com in the
     course of performing services under this Agreement. Ownership rights to
     Materials jointly developed by Neoforma.com and Superior will be agreed to
     in writing in advance. Unless specifically agreed to by the parties in
     writing, ownership of such jointly developed Materials will be determined
     by product type, as follows:

     (i)    Configurations, product demonstrations and training materials
            relating to the Neoforma.com Offerings will be owned by
            Neoforma.com. However, Superior will have non-exclusive use of the
            Materials for the benefit of clients for the term of this Agreement.
            Neoforma.com will not provide support for such Materials, unless it
            incorporates such Materials in a supported release of the
            Neoforma.com Software.

     (ii)   Other marketing material, including presentations and marketing
            collateral will be jointly owned and copyrighted and may be used
            without restriction for the term of this Agreement subject to the
            confidentiality provisions of this Agreement.

     (iii)  Methodologies, procedures, skills, techniques and know-how relating
            to the performance of Healthcare Consulting Services will be solely
            owned by Superior.

9.   LIMITATION OF LIABILITY

     Neither party shall be liable under any cause of action or theory of
     recovery whatever for punitive, exemplary, special, incidental or
     consequential damages for loss, damage or expense including but not limited
     to lost profits or goodwill, and costs of recovering, reprogramming or
     reproducing any program or data, even if the other party has been advised
     of the likelihood of the same; neither party shall be liable to the other
     for any loss claim or damages arising out of any Year 2000 Failure. For
     purposes of this Agreement, "Year 2000 Failure" means the failure of any
     hardware, software, information system, microprocessor or other computer
     system to accurately process date/time data (including, but not limited to,
     calculating, comparing, and sequencing) from, into, and between the
     twentieth and twenty-first centuries, and the years 1999 and 2000 and leap
     year calculations.

10.  INDEMNIFICATION

     A.   Superior and the Company shall each indemnify, defend and hold
          harmless the other from: (1) any third party claims for loss, damage,
          expense (including attorneys' fees) liability and claims for death or
          personal injury or physical damage to property caused by the negligent
          acts or omissions of the indemnifying party, its employees, agents or
          subcontractors; and (2) any breach of the warranties set forth in
          Section 19, below.

     B.   Each party shall promptly, and in writing, notify the other party of
          any such claim made against it by any third party, and shall take
          action as may be necessary to avoid default or other adverse
          consequences until such time as the other party has a reasonable
          opportunity to assume the defense of the claim.


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        C.      The party obligated to defend under this Section shall have the
                right to select counsel and to control such defense. The other
                party and its personnel shall cooperate and participate as
                required for such defense.

11.     EXCLUSIVITY

        All services provided hereunder by the Parties are provided on a
        non-exclusive basis and the Parties may provide like or similar services
        to other clients.

12.     BILATERAL NO-HIRE AGREEMENT

        Without the prior written consent of the other party, the Company and
        Superior each agree to refrain from conducting employment discussions
        with, or hiring, directly or indirectly, the other party's employees,
        agents, and subcontractors ("Personnel") who have provided services
        relating to this Agreement, until twelve (12) months after the date the
        Personnel was last involved in any activity related to this Agreement.

13.     ASSIGNMENT

        Neither party may assign its obligations under this Agreement, except to
        its majority owned subsidiaries and affiliates, without the other
        party's prior written consent, which may not be unreasonably withheld.
        Any purported assignment without prior consent shall be voidable by the
        other party.

14.     COMPLIANCE WITH LAW

        Each party shall comply with all applicable laws and regulations
        pertaining to their performance under this Agreement.

15.     NOTICES

        All notices under this Agreement shall be by certified mail, return
        receipt requested as follows:

        If to Superior:                         If to Neoforma.com
        Superior Consultant Company, Inc.       Neoforma.com, Inc.
        4000 Town Center Drive, Suite 1100      3255-7 Scott Boulevard
        Southfield, Michigan 48075              Santa Clara, California 85054
        Attention: Joel F. French               Attention: Bob Flury
        Cc: General Counsel                     Cc: General Counsel

        Notice by either party of a change in its address shall be in writing.

16.     FUTURE COOPERATION

        The parties shall cooperate with each other with respect to any
ancillary agreements needed to fulfill the purpose of this Agreement including,
by way of illustration, a license agreement for the Content, and procedures and
forms the reporting and verification of implementation fees.


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                      DISTRIBUTION AND SERVICES AGREEMENT

17.  RELATIONSHIP OF THE PARTIES

     A. The relationship between the Company and Superior shall be that of
        independent contractors only. No agency relationship between the Company
        and Superior is created by this Agreement. Neither party shall have the
        right or authority to act on behalf of the other or represent that it
        has such right or authority. Each party shall be responsible for its own
        tax obligations arising in connection with the performance of this
        Agreement. Any reference in this Agreement or any document or
        communication relating to this agreement to "partnership", "alliance",
        "joint venture", or similar terms is only descriptive of the anticipated
        cooperative relationship between the parties, and does not establish any
        partnership, agency or fiduciary relationship between the parties.

     B. Neither party will make any representations or warranties, either
        express or implied, with respect to the specifications, features,
        capabilities or other attributes of the products or services offered by
        the other party, other than those set forth in any nonconfidential
        materials provided by the supplying party for distribution to the
        public.

     C. Each Party shall at all times conduct its business in a manner that
        shall not reflect adversely upon the business and reputation of the
        other Party.

18.  COMPLETE AGREEMENT

     This Agreement and the agreements that are to be entered into as
     contemplated by this Agreement will set forth the full and complete
     agreement of the parties, and both parties warrant that there have been no
     other promises, obligations or undertakings, oral or written. This
     Agreement can be modified only by a writing signed by both parties.

19.  SAVING CLAUSE

     If any section or clause contained in this Agreement is found to be invalid
     by a court of competent jurisdiction, the remaining sections and clauses
     shall remain in full force and effect.

20.  WARRANTY

     A. Each party warrants that it has full power and authority to grant the
        rights granted by this Agreement, that no consent of any other person or
        entity is required to grant such rights other than consents that have
        been obtained and are in effect, and that the performance of this
        Agreement will not violate any non-disclosure agreement, nor constitute
        an infringement or other violation of any copyright, trade secret,
        trademark, service mark, patent, invention, proprietary information, or
        other rights of any third party.

     B. The Company warrants that it owns, has a license to, or otherwise has,
        and will continue to have throughout the term of this Agreement, the
        right to use, distribute and exploit in the manner contemplated by this
        Agreement each program, product, service or other component of the
        Offerings.

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                      DISTRIBUTION AND SERVICES AGREEMENT

21.  Superior's Business

     A.  Superior shall not permit any employee, while in its employment, to
         whom Neoforma.com has disclosed the object code or source code of the
         Offerings ("Core Technology") in accordance with Section 21A(1), below
         ("Recipient"), to participate, directly or indirectly, in the
         development, enhancement or design of the object code or source code of
         Competing Offerings, as defined in Section 21A(2), below, for a period
         of six (6) months after the Recipient last provided services to
         Neoforma.com under this Agreement related to the disclosed Core
         Technology. This Section 21A shall not be construed to preclude the
         Recipient from implementing or assisting in the implementation of
         Competing Offerings, or otherwise providing services relating to
         Competing Offerings, as long as in providing such services, the
         Recipient does not assist with the actual development, enhancement or
         design of the object code or source code for the Competing Offerings.

         1)  Prior to disclosing Core Technology to Superior's employee,
             Neoforma.com shall notify Superior in writing of its intent to do
             so, identifying the Core Technology to be disclosed, including the
             employee(s) to which it is to be disclosed. Neoforma.com shall
             disclose such Core Technology only after obtaining Superior's
             express written consent to disclosure. Section 21A shall not apply
             to Core Technology disclosed without Superior's express written
             consent as provided in this sub-part. Superior may decline to
             accept any Core Technology.

         2)  Competing Offerings shall mean not more than 4 Competing Offerings
             internet based healthcare business-to-business e-commerce offerings
             that directly compete with the Offerings. The Competing Offerings
             shall be designated within 50 days of the Effective Date as part of
             the Alliance Plan and may be revised annually on the anniversary
             date of the Effective Date by mutual agreement of the parties. The
             restrictions of Section 21A shall apply only to Competing Offerings
             to which the Core Technology disclosed to that employee relates.

     B.  Except as provided in Section 21A, Superior retains the right to
         continue to provide its services, including services of the type
         provided under this Agreement, to any other client, including
         competitors of Neoforma.com, provided that Superior maintains its
         obligations of nondisclosure of Proprietary Information. Superior
         retains the right to exercise its skills and expertise and to form and
         express opinions to its clients that may be based upon experience
         gained under this Agreement.

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                       DISTRIBUTION AND SERVICES AGREEMENT

22. GOVERNING LAW

     This Agreement and any Interpretation thereof shall be governed by the laws
     of the State of California without regard to its conflict of laws rules.

23. AUTHORIZED SIGNATURES

Acknowledged and accepted, for Neoforma.com




By /s/ ROBERT J. ZOLLARS          CEO                10/3/99
   ---------------------------------------------     --------------
       Signature                 Title               Date

Acknowledged and accepted for Superior Consultant Company, Inc.

                         CORPORATE VP
By /s/ JOEL FRENCH       STRATEGIC DEVELOPMENT       10/3/99
   -------------------------------------------       --------------
       Signature                 Title               Date




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