<PAGE>

                                                                   EXHIBIT 10.5

                            MASTER ASSIGNMENT AGREEMENT

     This Master Assignment Agreement ("Agreement") is dated as of
____________,1994 and is by and between Americorp Financial, Inc., a Michigan
corporation, having an address at 20300 West 12 Mile Road, Suite 202,
Southfield, Michigan 48076 ("AFI") and OmniCell Technologies, Inc., a California
corporation, having an address at 1101 East Meadow Drive, Palo Alto, California
94303, ("Lessor").

     WHEREAS, Lessor desires, from time to time to either (a) assign to AFI all
of its right, title and interest in and to certain leases and equipment pursuant
to the terms of the Bill of Sale and Assignment attached hereto as Exhibit A; or
(b) assign to AFI all its right, title and interest in and to certain leases and
grant to AFI a security interest in the equipment subject to such leases
pursuant to the terms of the Assignment Agreement attached hereto as Exhibit B
(any such leases, the equipment subject thereto and lessees being hereinafter
referred to as "Leases", "Equipment" and "Lessees", respectively); and

     WHEREAS, AFI may, from time to time, in its sole discretion, accept such
assignments and arrangements under the terms and conditions hereinafter set
forth;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and AFI agree as follows:

1.   SCOPE.  This Agreement shall apply to all leases which are entered into by
     Lessor and are assigned to AFI by Lessor.

2.   DOCUMENTATION.  All transaction shall be documented pursuant to standards
     set by AFI on forms provided by or acceptable to AFI.  All Lessor-furnished
     documentation accepted by AFI shall be in conformity with all applicable
     laws and regulations, including but not limited to applicable laws related
     to usury.  Documentation presently required for all Leases submitted by
     Lessor to AFI is described in Exhibit C hereto.  All documents, materials,
     and supplies furnished by AFI shall remain the property of AFI and shall be
     returned at Lessor's expense, immediately upon demand or upon the
     termination of this Agreement.

3.   REPRESENTATION AND WARRANTIES AS TO LEASES AND EQUIPMENT

     With respect to each Lease assigned to AFI pursuant to the Agreement,
     Lessor hereby represents and warrants as follows:

     (a)  Such Lease resulted from a bona fide lease of the Equipment described
          therein for business or commercial use; the Lease represents a valid
          and enforceable obligation for the aggregate gross rentals in
          accordance with the terms of the Lease; the Lease is the sole and
          entire understanding and agreement with the Lessee and there are no
          other agreements with respect to the rental of said Equipment; no term
          of any Lease violates any material applicable law, including without
          limitation any usury statures; all signatures on the Lease are
          genuine; and


                                          1.

<PAGE>

          the Lease was duly authorized and properly executed by a Lessee having
          legal capacity to enter into the Lease.

     (b)  All of the Equipment described in the Lease has been delivered to the
          location stated in the Lease, was new at the time of such delivery,
          and has been accepted by the Lessee in a condition satisfactory to the
          Lessee.

     (c)  The Lease and the payments due thereunder are and will continue to be
          throughout the term of the Lease unconditionally due and payable
          without set-offs, abatements, counterclaims or defenses of any kind
          whatsoever, and the Lessee has no right under the Lease or otherwise
          to terminate the Lease or to return the Equipment prior to the
          expiration of the initial term of the Lease.  There has been no
          prepayment of rent under the Lease.

     (d)  The Lessor named in the Lease is the sole owner of the Lease and the
          Equipment covered thereunder, free from any liens, security interests,
          rights of third parties, and encumbrances other than those created in
          favor of AFI and the Lessee under the Lease.  Each Lease is the only
          original of such Lease.

     (e)  Lessor has done and shall do nothing that might impair the value of
          any Lease or the rights of AFI therein.

     (f)  To the best of Lessor's knowledge, the Lessee has not made an
          assignment for the benefit of creditors, has not ceased to do business
          as a going concern, nor has filed or has had filed against it a
          petition under the Bankruptcy Code or for appointment of a receiver.

     (g)  The Lessee is not in default with respect to any obligation under the
          Lease, including any event which with the passing of time or the
          giving of notice or both would constitute an event of default
          thereunder.

     (h)  Any right, title, and interest of Lessor or any other party to the
          Lease and the Equipment covered thereunder is subject and subordinate
          to the right, title, and interest of AFI.

     (i)  Lessor has not granted, and will not grant, to any Lessee any
          allowance, credit, adjustment, or enter into any settlement or
          amendment of the Lease without the prior written consent of AFI.

     (j)  Lessor is not in default with respect to any of its obligations, if
          any, under the Lease or in any transaction which gave rise to the
          Lease, including any event which with the passing of time or the
          giving of notice or both would constitute an event of default
          thereunder and Lessor has no knowledge of any other default under the
          Lease.

     (k)  Lessor is acting solely on its own behalf and is not acting as a
          "super broker" or "co-broker" or receiving compensation for handling
          any transaction from any


                                          2.

<PAGE>

          third party, unless such fact is disclosed in writing at the time such
          transaction is submitted to AFI.

     (l)  Lessor has duly filed in all appropriated jurisdictions Uniform
          Commercial Code financing statements, as applicable, against each
          Lessee with respect to Equipment leased to such Lessee and such
          financing statements are in full force and effect and are sufficient
          to create a first perfected security interest in such Equipment in
          favor of Lessor if such Lease is deemed to be a Lease for security.

4.   REPRESENTATIONS AND WARRANTIES AS TO LESSOR

     Lessor hereby represents and warrants to AFI as follows:

     (a)  That it is a corporation, duly organized, validly existing, and in
          good standing under the laws of the State of California, and has all
          requisite power and authority to own its property and to carry on its
          business as now being conducted, to enter into this Agreement and to
          carry out the provisions and conditions of this Agreement.  Lessor is
          duly qualified to do business in each jurisdiction wherein the
          character of the goods owned or the nature of the activities conducted
          therein makes such qualification necessary or will become so qualified
          prior to the execution by Lessor of a Lease in such jurisdiction.  All
          necessary proceedings have been taken by Lessor in order to authorize
          the execution, delivery, and performance of this Agreement, each Lease
          and any other agreement of which Lessor is a party, and no other
          proceedings on the part of Lessor are required.

     (b)  That each financial statement of Lessor furnished to AFI in connection
          with this Agreement is true and correct and has been prepared in
          accordance with generally accepted accounting principles consistently
          followed throughout the period involved.

     (c)  That there is no litigation, at law or in equity, or any proceeding
          any federal, state, or municipal board or other governmental or
          administrative agency pending to the knowledge of Lessor which may
          involve any risk of any judgment or liability not fully covered by
          insurance or which may otherwise result in any material adverse change
          in the business or assets or in the condition, financial or otherwise,
          of Lessor or which questions the validity of any Lease or this
          Agreement, or of any action taken or to be taken in connection
          therewith; and no judgment, decree or order of any federal, state, or
          municipal court, board or other governmental or administrative agency
          has been issued against Lessor which has, or will have, any material
          adverse effect on the business or assets or on the condition,
          financial or otherwise, of Lessor.

     (d)  That neither the execution and delivery of this Agreement, nor the
          consummation of any transaction contemplated hereby, nor the
          fulfillment of the terms hereof, has constituted or resulted in, or
          will constitute or result in, a breach of the provisions of any
          agreement or instrument to which Lessor is a party, or is bound, or of
          the charter or bylaws of Lessor, or the violation of any presently
          existing


                                          3.

<PAGE>

          applicable law, judgment, decree, federal or state law or governmental
          order, rule, or regulation.

Lessor's representations and warranties under Sections 3 and 4 shall be
continuing representations and warranties, and shall survive the assignment of
any Lease to AFI and shall be deemed to be made as of the date that any Lease is
assigned to AFI hereunder, provided, however, the representations and warranties
under subparagraphs (f) and (g) Section 3 shall only be made as of the date of
the assignment of each Lease.

5.   REPRESENTATIONS AND WARRANTIES AS TO AFI

     AFI hereby represents and warrants as follows:

     (a)  That it is a corporation, duly organized, validly existing, and in
          good standing under the laws of the State of Michigan, and has all
          requisite power and authority to own its property and to carry on its
          business as now being conducted, to enter into this Agreement and to
          carry out the provisions and conditions of this Agreement.  AFI is
          duly qualified to do business in each jurisdiction wherein the
          character of the goods owned or the nature of the activities conducted
          therein makes such qualification necessary or will become so qualified
          prior to the purchase or assignment of a Lease in such jurisdiction.
          All necessary proceedings have been taken by AFI in order to authorize
          the execution, delivery, and performance of this Agreement.

     (b)  That there is no litigation, at law or in equity, or any proceeding
          any federal, state, or municipal board or other governmental or
          administrative agency pending to the knowledge of AFI which may
          involve any risk of any judgment or liability not fully covered by
          insurance or which may otherwise result in any material adverse change
          in the business or assets or in the condition, financial or otherwise,
          of AFI or which questions the validity of any Lease or this Agreement,
          or of any action taken or to be taken in connection therewith; and no
          judgment, decree or order of any federal, state, or municipal court,
          board or other governmental or administrative agency has been issued
          against AFI which has, or will have, any material adverse effect on
          the business or assets or on the condition, financial or otherwise, of
          AFI.

     (c)  That neither the execution and delivery of this Agreement, nor the
          consummation of any transaction contemplated hereby, nor the
          fulfillment of the terms hereof, has constituted or resulted in, or
          will constitute or result in, a breach of the provisions of any
          agreement or instrument to which Lessor is a party, or is bound, or of
          the charter or bylaws of Lessor, or the violation of any presently
          existing applicable law, judgment, decree, federal or state law or
          governmental order, rule or regulation.

6.   COVENANTS OF LESSOR

     Lessor hereby covenants and agrees with AFI as follows:


                                          4.

<PAGE>

     (a)  AFI may for reasonable business causes audit during normal business
          hours Lessor's books and records relating to all Leases and any other
          documents assigned to AFI and may endorse Lessor's name on any
          remittances received from any Lessee.

     (b)  With respect to all Leases in which AFI has an interest, Lessor hereby
          assigns to AFI all its rights and privileges under guarantees and
          agreements and endorsements by third parties relating to the Lease.

     (c)  Lessor hereby defends, indemnifies, and holds AFI harmless from every
          claim, loss, demand, liability, and expense of any kind (including
          reasonable attorneys' fees) that AFI may become subject to arising out
          of: (i) a breach of any of the warranties and representations herein
          contained, or (ii) any misrepresentation or nonfulfillment of any
          covenant on the part of Lessor provided in this Agreement or in any
          statement or certificate furnished by Lessor to AFI; (iii) conduct of
          the Lessor in endeavoring to repossess any Equipment or to collect
          sums due under any Lease; or (iv) any claim or defense the Lessee
          could now or hereafter assert against the Lessor, whether or not the
          Lessee ultimately prevails.  If the Lessee at anytime attempts to
          revoke, mollify, or terminate the lease due to any breach or
          non-performance by Lessor, or sets off any amount owing under the
          Lease or pays it into escrow, the Lessor upon written notice by AFI
          shall pay to AFI any monthly amount owing under the Lease until such
          time as either the breach or non-performance is corrected or in the
          event 120 days shall pass without Lessee resuming obligations then
          Lessor shall immediately pay AFI all remaining amounts due or to
          become due and any residual value due or to become due immediately per
          Section 6 whether or not the Lessee's claim or defense has been
          finally adjudicated.  The Lessor agrees to pay all of AFI's legal and
          other expenses of: (1) seeking to overcome or defending such claims
          and defenses in the event AFI chooses to do so, and (2) enforcement of
          its rights under Lessor's indemnity contained herein.

          The foregoing indemnity is a continuing indemnity and shall survive
          termination of this Agreement.

     (d)  Lessor agrees to execute and deliver any and all papers or documents
          which AFI may reasonably request from time to time in order to carry
          out the purpose hereof, or to facilitate the collection of monies due
          or to become due from any Lessee under any Lease assigned to AFI. In
          the event Lessor received or receives any monies due under any Lease
          that have been assigned to AFI, Lessor agrees to immediately forward
          such monies to AFI.

     (e)  Lessor shall notify AFI immediately upon obtaining knowledge of any
          default in the performance of a Lessee's obligations under a Lease,
          including without limitation the payment of sums due under the Lease.


                                          5.

<PAGE>

     (f)  Lessor will not, without AFI's prior written consent, solicit or
          accept collection of any rents due under a Lease, repossess or consent
          to the return of any Equipment, or modify or terminate the Lease or
          waive any of AFI's rights thereunder.

     (g)  Lessor shall pay all personal property taxes, including tangible and
          intangible personal privilege, documentary, sales, transaction and
          other like tax or taxes in lieu thereof, applicable to any of the
          transactions contemplated by this Agreement, and which may be imposed
          or assessed against the Equipment, this Agreement, the Leases or AFI,
          except for taxes measured or imposed on the net income of AFI.
          Provided, however, AFI shall collect and remit use and property taxes,
          if AFI has received title to Equipment (i.e., in transactions where
          AFI is receiving an assignment of all of Lessor's right, title, and
          interest in and to Leases and Equipment pursuant to the Bill of Sales
          and Assignment attached hereto as Exhibit A).  In addition, in
          instances where AFI has merely received a security interest in
          Equipment pursuant to the Assignment Agreement attached hereto as
          Exhibit B, AFI may forward collected use taxes to Lessor along with a
          request that Lessor remit the collected tax to the proper taxing
          jurisdiction, in which case Lessor shall remit such tax to such
          jurisdiction.

7.   EVENTS OF DEFAULT AND REMEDIES

     (a)  If any of Lessor's warranties and representations in Sections 3 and 4
          hereof shall be untrue, or it Lessor shall breach any covenant in
          Section 5 hereof and if such breach shall continue for a period of
          fifteen (15) days after written notice thereof from AFI or if any
          guarantor of Lessors' obligations hereunder shall be in default under
          any guaranty hereof, then Lessor shall, upon demand by AFI, purchase
          the Lease(s) to which such misrepresentation or breach pertains from
          AFI for cash in an amount equal to any due but unpaid rentals or other
          amounts under the lease, plus the net present value of the then unpaid
          balance of the rentals due under the Lease) for the remainder of their
          original terms and AFI's booked residual value of the Equipment, both
          discounted at the rate of 6% per annum or such other rate as the
          parties hereto shall agree upon in writing from time to time with
          respect to such Lease(s) and Equipment at the time of original
          assignment and, in addition, any and all commission or other
          compensation paid or payable to or for the benefit of Lessor with
          respect to such Leases(s) shall be forfeited and waived, and AFI shall
          recover from Lessor any such commission or other compensation
          previously paid to or for the benefit of Lessor by or on behalf of
          AFI.

          Any Lease reacquired by Lessor in accordance with the provisions of
          this Agreement shall be reassigned by AFI to Lessor without recourse
          and without warranty or representation of any kind whatsoever.

     (b)  Upon the occurrence of any material misrepresentation or breach as
          provided in subparagraph (a) above, AFI may elect to rescind any
          pending approvals (whether given to Lessor orally or in writing) with
          respect to other Leases which have been presented by Lessor to AFI for
          assignment or direct lease by AFI pursuant to this Agreement.


                                          6.

<PAGE>

     (c)  In the event a Lessee defaults in the payment of rentals or other sums
          under the Lease or in the performance of the Lessee's other covenants
          under the Lease, then AFI may exercise all rights and remedies under
          the Lease and all rights and remedies of a secured party under the
          Uniform Commercial Code with respect to the Lease and the Equipment.

     (d)  The above remedies are cumulative and not alternative, and AFI shall
          also have available all remedies at law or in equity.

8.   MISCELLANEOUS

     (a)  TERMINATION.  This Agreement may be terminated by either party hereto
          at any time upon prior written notice to the other specifying the
          effective date of such termination; provided, that no such termination
          shall affect the rights and obligations of the parties to one another
          with respect to Leases acquired by AFI on or prior to such termination
          date.

     (b)  AUTHORITY OF LESSOR.  Lessor is, and shall act, as an independent
          contractor and shall not have any authority to make any commitments,
          statements, representation, or incur any obligations, on behalf of
          AFI, or to bind or commit AFI in any manner, to make, alter, or
          execute any document or agreement on behalf of AFI.  Lessor shall not
          use any name or mark of AFI or any affiliate of AFI in any way unless
          it has AFI's prior written approval.  Lessor shall not accept service
          of any legal process in any action that may be brought against AFI, or
          employ attorneys to defend such without AFI's prior written approval.

     (c)  EXCLUSIVITY OF SUBMISSIONS.  Leases offered to AFI will not have been
          previously offered by Lessor to any other party without disclosure of
          that fact in writing to AFI.  For three (3) working days after receipt
          by AFI of a complete submission, Lessor will not submit the same Lease
          to any other party.  AFI shall, in its sole discretion, decide whether
          or not to accept a submitted Lease.

     (d)  ESTOPPEL.  Lessor must notify AFI in writing of any claimed
          discrepancies in any and all written statements of account sent to
          Lessor by AFI. Failure to so notify AFI within 30 days of receipt of
          said statements will estop Lessor from denying the accuracy of the
          same.

     (e)  FINANCIAL STATEMENT.  As long as this Agreement or any Lease assigned
          hereunder is in effect, Lessor shall provide AFI with:  (A) within 90
          days after the end of each of Lessor's fiscal years, a copy of
          Lessor's audited financial statement for such fiscal year (which may
          be unaudited if such statements are not otherwise audited), prepared
          in accordance with generally accepted accounting principles, and (B)
          within 45 days after the end of each of Lessor's fiscal quarters
          (except its fiscal year-end), a copy of its unaudited financial
          statements for such fiscal quarter, prepared in accordance with
          generally accepted accounting principles.  In each case, the
          statements shall be certified by Lessor's chief financial officer as
          fairly presenting the financial position and results of operations of
          Lessor.


                                          7.

<PAGE>

     (f)  REMARKETING.  In the event a Lessee under a Lease should default in
          the payment or performance of any of the terms and conditions thereof,
          and upon the request of AFI, Lessor shall attempt to repossess the
          Equipment and store the Equipment after such repossession is completed
          (at the cost of AFI).  In such event, Lessor agrees to use its best
          efforts to locate a purchaser or lessee for the Equipment on terms
          satisfactory to AFI.  At any time after Lessor takes possession of the
          Equipment but prior to Lessor's locating a purchaser or lessee
          satisfactory to AFI, AFI may, but shall not be obligated to, take
          possession of and sell or re-lease the Equipment upon terms
          satisfactory to AFI. Any proceeds realized on the sale or re-lease of
          the Equipment shall be applied first to the costs of repossession,
          refurbishment and sale of the Equipment (including attorneys' fees and
          court costs), then to the unpaid balance of the rental payments due
          under the Lease, together with late charges and any other amounts
          payable to AFI under the Lease or other damages, including, without
          limitation, AFI's booked residual value in such Equipment and any
          damages that are available to AFI, and the balance, if any, shall be
          paid to Lessor.  AFI shall then reassign to Lessor without recourse or
          warranty, all of AFI's rights in the Lease.

     (g)  CONFIDENTIALITY.  Lessor and AFI hereby agree that they shall not
          transmit or reveal to any person or entity any information concerning
          either party's methods of operation or documentation.

     (h)  ASSIGNMENT.  Lessor shall have no right to assign its rights and
          obligations under this Agreement in whole or in part without the prior
          written consent of AFI, and any unauthorized purported assignment
          shall be null and void.  AFI may assign its rights and obligations
          under this Agreement and/or its rights under any Lease, in whole or in
          part without the consent of Lessor.

     (i)  CHOICE OF LAW; VENUE; WAIVER; TRIAL BY JURY.  This Agreement shall be
          governed by the internal laws (as opposed to conflicts of law
          provisions) and decisions of the State of California.  The parties
          hereto consent to the jurisdiction of any local, state, or federal
          court location within California, and waived any objection relating to
          improper venue or forum non conveniens to the conduct of any
          proceeding in any such court.  AFI AND LESSOR HEREBY IRREVOCABLY WAIVE
          ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
          COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE
          TRANSACTIONS CONTEMPLATED THEREBY.

     (j)  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
          between AFI and Lessor as to the subject matter hereof and supersedes
          all prior or contemporaneous oral or written agreements, negotiations,
          or understandings.  This Agreement may not be amended or altered,
          except by a written agreement signed by Lessor and an executive
          officer of AFI.  This Agreement shall benefit and bind the parties
          hereto, and their successors and permitted assigns.  Any provision of
          this Agreement which is prohibited or unenforceable in any applicable
          jurisdiction shall, as to such jurisdiction, be ineffective to the
          extent of


                                          8.

<PAGE>

          such prohibition or unenforceability without invalidating the
          remaining provisions hereof, or affecting the validity or
          enforceability of such provision in any other jurisdiction.

     (k)  NOTICES.  All notices hereunder shall be given in writing and shall be
          effective when deposited in the U.S. mail, postage prepaid or when
          sent by nationally recognized overnight delivery service to the
          address set forth in the first paragraph hereof or such other
          addresses as may be provided by the parties hereto from time to time
          in accordance with this Agreement.

     IN WITNESS WHEREOF, the parties thereto have executed this Agreement by
their duly authorized officers as of the date first above written.

OmniCell Technologies, Inc.             Americorp Financial, Inc.

By: /s/ Chris Gardner                   By:
   ------------------------------          ------------------------------
     Name: Chris Gardner                     Name:
     Title: Corporate Controller             Title:



                                          9.

<PAGE>

                               MASTER RESALE AGREEMENT


     Agreement made this 29th day of September, 1994, by and between Americorp
Financial, Inc., a Michigan corporation, 20300 West Twelve Mile Road, Suite 202,
Southfield, Michigan 48076 ("AFI") and OmniCell Technologies, Inc., a California
corporation, 1101 East Meadow Drive, Palo Alto, California 94303 ("OmniCell").

     WHEREAS, OmniCell previously sold equipment to AFI pursuant to the Master
Assignment Agreement between OmniCell and AFI; and

     WHEREAS, AFI agrees to resell to OmniCell certain of such equipment and/or
residual rights under leases of such equipment, said equipment being described
in the Equipment Schedules to be executed by the parties and attached hereto
from time to time (the "Equipment"), all on the terms and conditions contained
herein.

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

     1.   AGREEMENT TO SELL.  AFI agrees that it will sell the Equipment to
OmniCell at the price indicated on the Equipment Schedule at such time as AFI
has been paid in full all amount owing to AFI under any lease covering the
Equipment.  Such amounts owing to AFI shall include any amounts owing to AFI
during any extension of a lease term wherein: (i) the lessee thereunder has not
paid AFI all amounts owing under the lease as of the expiration date of the
original term of the lease; or (ii) the Equipment is attached to other OmniCell
Equipment and the term of the lease of such other Equipment has not expired at
the time of expiration of the original term of the lease of the Equipment to be
sold to OmniCell hereunder.



                                          1.

<PAGE>

     2.   TERMS OF SALE.  The sale of the Equipment to OmniCell shall be AS IS
and WHERE IS.  OmniCell expressly acknowledges that the Equipment is used, has
not been inspected or under the control of AFI, may not be located where
indicated in AFI's records, and is being accepted by OmniCell sight unseen.  AFI
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES REGARDING THE EQUIPMENT, INCLUDING AND WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITIONS OF THE
EQUIPMENT AND LOCATION OF THE EQUIPMENT. OMNICELL TAKES THE EQUIPMENT WITH ALL
FAULTS, SIGHT UNSEEN AND ACCEPTS ALL RISKS OF LOCATING AND OBTAINING POSSESSION
OF THE EQUIPMENT.

     3.   SERVICING.  Upon sale of the Equipment to OmniCell, AFI may, at
OmniCell's request, continue to collect all payments made by any lessee under
any extended lease term of any lease covering the Equipment.  OmniCell shall pay
AFI 10 percent (%) of all amounts collected as a fee.  At its option, AFI may
retain its servicing fee out of collections received by it.

     4.   BINDING EFFECT.  This Agreement is binding upon and shall inure to the
benefit of the parties hereto, their respective successors and assigns.

     5.   ENTIRE AGREEMENT.  This Agreement contains the entire agreement
between the parties and supersedes any conflicting provisions of any other
agreement with regard to the subject matter hereof.  This Agreement may not be
amended or modified except by a writing signed by the authorized officers of the
parties hereto.

     6.   CALIFORNIA LAW.  This Agreement shall be construed, governed,
interpreted, and enforced in accordance with the laws of the State of California
and will be deemed to be fully


                                          2.

<PAGE>

performed within the State of California.  The parties hereto consent to the
jurisdiction of any local, state or federal court located within the State of
California and hereby waive any objection relating to improper venue or forum
non conviens to the conduct of any proceeding in any such court.  AFI and
OmniCell hereby irrevocably waive all right to a trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement or any
of the terms or actions contemplated hereby.

     7.   ASSIGNMENT.  OmniCell shall have no right to assign its rights under
this Agreement in whole or in part without the prior written consent of AFI.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


WITNESSES:                              AMERICORP FINANCIAL, INC.


                                        By: /s/ Thomas Dunigan
-------------------------------            ------------------------------

                                             Its: President
                                                 ------------------------


                                        OMNICELL TECHNOLOGIES, INC.


                                        By: /s/ Chris Gardner
-------------------------------            ------------------------------

                                             Its: Corporate Controller
                                                 ------------------------


                                          3.

<PAGE>

                          COLLECTION OF SERVICE AGREEMENT


Agreement made this 29th day of September, 1994 by and between Americorp
Financial, Inc., a Michigan corporation at 20300 West Twelve Mile Road, Suite
202, Southfield, Michigan 48076, ("AFI") and OmniCell Technologies, Inc., a
California corporation at 1101 East Meadow Drive, Palo Alto, California 94303,
("OmniCell").

Whereas OmniCell has or will sell or assign to AFI on an on going basis Rental
Agreements pursuant to the Master Assignment Agreement by and between OmniCell
and AFI,

Whereas, AFI agrees upon OmniCell's request to act as OmniCell's billing and
collecting agent for the Rental Service Contracts which are not part of the
Master Assignment Agreement.

AFI shall use its best efforts to collect all service payments due on a
non-recourse basis and agrees to turn over such collected amounts on a timely
basis.

OmniCell agrees to pay AFI for its collection services, of which shall be $2.50
per month, per account.  OmniCell agrees to allow AFI to deduct the fee out of
the money collected each month.

In witness whereof, the parties hereof have executed this Agreement on the day
and year first above indicated.

                                   Americorp Financial, Inc.


                                   By: /s/ Thomas Dunigan
                                      -------------------------------

                                   Its: President
                                       ------------------------------


                                   OmniCell Technologies, Inc.


                                   By: /s/ Chris Gardner
                                      -------------------------------

                                   Its: Corporate Controller
                                       ------------------------------


                                          1.

<PAGE>

                        AMENDMENT TO MASTER RESALE AGREEMENT


     This Amendment, made this 27th day of March, 1996, by and between Americorp
Financial, Inc., a Michigan corporation, 20500 West Twelve Mile Road, Suite 202,
Southfield, Michigan 48076 ("AFI") and OmniCell Technologies, Inc., a California
corporation, 1101 East Meadow Drive, Palo Alto, California 94303 ("OmniCell").

     WHEREAS, OmniCell has previously sold certain equipment and assigned
certain equipment leases to AFI pursuant to a Master Assignment Agreement dated
September 28, 1994, and

     WHEREAS, AFI has agreed to resell to OmniCell certain of such equipment
and/or AFI's residual rights under the assigned leases pursuant to a Master
Resale Agreement dated September 29, 1994; and

     WHEREAS, the parties hereto desire to amend and clarify their rights and
obligations under said Master Resale Agreement.

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

     1.   REVOCATION OF AGREEMENT TO SELL.  Notwithstanding any provision of the
Master Resale Agreement to the contrary, the parties agree that AFI shall retain
all equipment and/or residual rights to equipment assigned to AFI by OmniCell
pursuant to the Master Assignment Agreement, said equipment/rights being
described on Schedule A hereto.  As consideration for this right to retain said
equipment/residual rights, AFI shall pay OmniCell the sums set forth on Schedule
A.

     2.   WARRANTY OF OMNICELL.  OmniCell hereby represents and warrants that,
with respect to the equipment/residual rights listed on Schedule A attached
hereto, neither OmniCell


                                          1.

<PAGE>

nor its officers, agents, employees or representatives of any kind has granted
to the lessee of such equipment, either in writing or orally, any rights in or
to said equipment, including, but not limited to, the right to own or purchase
the leased equipment at the termination of such lease for any sum or other
consideration.  Any such right to purchase contained in an original lease
between a lessee and OmniCell, which was disclosed to AFI at the time such lease
was assigned by OmniCell to AFI pursuant to the Master Assignment Agreement,
shall be exempted from this paragraph and shall not be considered a breach of
this Agreement.  Any other right to purchase or retain the leased equipment
which has been granted to a lessee subsequent to the assignment of said lease to
AFI, whether by amendment or otherwise, shall be considered a breach of this
warranty unless AFI has consented or consents to such action.

     3.   BREACH OF WARRANTY.  In the event that OmniCell breaches its warranty
to AFI described in Paragraph 2 above, the parties agree that the consideration
paid by AFI to OmniCell for the right to retain said equipment/residual rights
as listed on Schedule A hereto shall immediately be repaid to AFI, together with
interest at the rate of nine and one-half percent (9.5%) from the date of this
Amendment to the date that such breach occurs and such payment is made.

     4.   APPLICABILITY OF AMENDMENT.  This Amendment shall alter the rights of
the parties only with respect to the equipment/residual rights listed on
Schedule A hereto.  With regard to all other equipment/residual rights, the
parties hereby reconfirm and ratify their rights and obligations as set forth in
the Master Resale Agreement as executed on September 29, 1994.


                                          2.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


WITNESSES:                              AMERICORP FINANCIAL, INC.


                                        By: /s/ Thomas Dunigan
------------------------------             -------------------------------
                                             Thomas X. Dunigan

                                             Its:  President


                                        OMNICELL TECHNOLOGIES, INC.

/s/ Sheldon Asher                       By: /s/ Earl E. Fry
------------------------------             -------------------------------
                                             Earl E. Fry

                                             Its: VP & CFO
                                                 -------------------------







                                          3.
<PAGE>

                    SECOND AMENDMENT TO MASTER RESALE AGREEMENT

     This Amendment, made this 4th day of April, 1996, by and between Americorp
Financial, Inc., a Michigan corporation, 20300 West Twelve Mile Road, Suite 202,
Southfield, Michigan 48076 ("AFI") and OmniCell Technologies, Inc., a California
corporation, 1101 East Meadow Drive, Palo Alto, California 94303 ("OmniCell").

     WHEREAS, OmniCell, on an on-going basis, will sell equipment and assign
certain equipment leases to AFI pursuant to a Master Assignment Agreement dated
September 29, 1994, and

     WHEREAS, AFI has agreed to resell to OmniCell certain of such equipment
and/or AFI's residual rights under the assigned leases pursuant to a Master
Resale Agreement dated September 29, 1994, and

     WHEREAS, the parties hereto desire to amend and clarify their rights and
obligations under said Master Resale Agreement.

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

     1.   REVOCATION OF AGREEMENT TO SELL.  Notwithstanding any provision of the
Master Resale Agreement to the contrary, the parties agree that AFI shall retain
on an on-going basis, all equipment and/or residual rights to equipment assigned
to AFI by OmniCell pursuant to the Master Assignment Agreement, for all
transactions purchased by AFI after April 1, 1996.  As consideration for this
right to retain said equipment/residual rights, AFI shall pay to OmniCell a
greater equipment cost, which shall be agreed upon and paid at the time of the
assignment and purchase by AFI.

     2.   WARRANTY OF OMNICELL.  OmniCell hereby represents and warrants that,
with respect to the equipment/residual rights, neither OmniCell nor its
officers, agents, employees or


                                          1.

<PAGE>

representatives of any kind has granted to the lessee of such equipment, either
in writing or orally, any rights in or to said equipment, including, but not
limited to, the right to own or purchase the leased equipment at the termination
of such lease for any sum or other consideration.  Any such right to purchase
contained in an original lease between a lessee and OmniCell, which was
disclosed to AFI at the time such lease was assigned by OmniCell to AFI pursuant
to the Master Assignment Agreement, shall be exempted from this paragraph and
shall not be considered a breach of this Agreement.  Any other right to purchase
or retain the leased equipment which has been granted to a lessee subsequent to
the assignment of said lease to AFI, whether by amendment or otherwise, shall be
considered a breach of this warranty unless AFI has consented or consents to
such action.

     3.   BREACH OF WARRANTY.  In the event that OmniCell breaches its warranty
to AFI described in Paragraph 2 above, the parties agree that the consideration
paid by AFI to OmniCell for the right to retain said equipment/residual rights
shall immediately be repaid to AFI, together with interest at the rate of nine
and one-half percent (9.5%) from the date of this Amendment to the date that
such breach occurs and such payment is made.

     4.   APPLICABILITY OF AMENDMENT.  This Amendment shall alter the rights of
the parties only with respect to the equipment/residual rights for transactions
purchased after April 1, 1996.  With regard to all other equipment/residual
rights, the parties hereby reconfirm and ratify their rights and obligations as
set forth in the Master Resale Agreement as executed on September 29, 1994, and
its Amendment dated March 27, 1996.


                                          2.

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


WITNESSES:                              AMERICORP FINANCIAL, INC.


                                        By: /s/ Thomas X. Dunigan
------------------------------             -------------------------------
                                             Thomas X. Dunigan

                                             Its:  President


                                        OMNICELL TECHNOLOGIES, INC.

/s/ Randall Lipps                       By: /s/ Earl E. Fry
------------------------------             -------------------------------

                                             Its: VP & CFO
                                                 -------------------------











                                          3.