<PAGE>

                                                                    EXHIBIT 10.6

                       PREMIER PURCHASING PARTNERS, L.P.

                          GROUP PURCHASING AGREEMENT

               TYPE OF EQUIPMENT: Automated Distribution Systems
                                 & Accessories

                         EFFECTIVE DATE: June 1, 1997

Between                                 And

Premier Purchasing Partners, L.P.       OmniCell Technologies
Three Westbrook Corporate Center        1101 East Meadow Drive
Westchester, IL 60154                   Palo Alto, CA 94303

Tel. No.: 708-409-4539                  Tel. No.: 800-850-6664
Fax No.: 708-409-3499                   Fax No.: 415-843-6294
Attn: Janet Roach                       Attn: Jeff Arbuckle
                                              Central Vice President
                                              800-474-2355x5102

Referred to as "Purchasing Partners"    Referred to as "Seller"

INTRODUCTION

This is an agreement (the "Agreement") for Automated Distribution Systems and
Accessories as listed in Exhibit A and as subsequently added to this Agreement
by the mutual written agreement of the parties (collectively referred to herein
as the "Products" or individually as the "Product").  Seller agrees to provide
the Products to Premier Members (as that term is defined in Section 3.1 below)
according to the terms, conditions and prices contained herein.  Seller will
provide Purchasing Partners and Premier Members with all clinical and in-service
support and expertise necessary to aid with conversions of Premier Members to
the Products and, if applicable, with all continuing support to maintain the
Product(s).

Purchasing Partners, as it deems necessary, will provide information regarding
this Agreement to the participants in the Premier Group Purchasing Program, will
actively support conversion and commitment to this Agreement and will aid in
communicating with Premier Members.


<PAGE>

1.   AGREEMENT PERIOD

     This Agreement will remain in effect for a period of thirty-six (36) months
commencing on the Effective Date set forth above, unless earlier terminated
pursuant to the terms of this Agreement.  This Agreement may be extended, for an
additional two (2) years upon mutual agreement of the parties.

2.   PRODUCTS COVERED

     This Agreement covers Seller's full line of Products as listed in Exhibit A
     and as subsequently added to this Agreement by the mutual written agreement
     of the parties.

3.   PARTICIPATING PREMIER MEMBERS

     3.1  Option to Participate.

          For purposes of this Agreement, a "Premier Member" is each current and
          future (i) limited partner of Purchasing Partners ("Limited Partner");
          (ii) any entity that is owned by or under common control of a Limited
          Partner; (iii) individual participants or members of a group affiliate
          of Purchasing Partner's corporate affiliate, Premier, Inc. or a direct
          affiliate thereof; (iv) affiliate of a shareholder of Premier, Inc.;
          (v) any entity that is owned or under common control of an affiliate
          of a shareholder of Premier, Inc.; or (vi) any entity that is owned or
          under common control of a direct affiliate or a participant or member
          of a group affiliate of Premier, Inc., whether for-profit or not-for-
          profit, including, without limitation, physicians, home care
          providers, home infusion therapy providers, ambulatory care
          facilities, outpatient surgery centers, outpatient diagnostic centers,
          imaging centers, urgent care facilities, nursing homes, and hospices.
          Seller agrees to offer to each Premier Member the Products pursuant to
          the terms of this Agreement.  A roster of Premier Members current at
          the time of the signing of this Agreement is attached hereto as
          Exhibit B. Seller shall receive a hard copy roster on a monthly basis
          unless the Seller requests the roster on a diskette or via electronic
          mail.

     3.2  Commitment Requirements

          Only Premier Members that execute the Commitment Document set forth in
          Exhibit C will have access to the pricing and discounts covered in
          this Agreement.  A Premier Member which executes the Commitment
          Document agrees to purchase from Seller a minimum of eighty percent
          (80%) of such member's annual requirement for the Product(s) (in
          dollars) specified in such letter.  A Premier Member which signs the
          Commitment Document shall be deemed a "Participating Premier Member."
          The parties agree that any failure by a Participating Premier Member
          to adhere to any of the terms and conditions of its Commitment
          Document with Seller shall not constitute a breach by Purchasing
          Partners hereunder.

                                      1.


<PAGE>

     3.3  Termination of Existing Contracts

          Any Premier Member desiring to avail itself of the contractual
          options, terms and conditions described herein may, at its option and
          without liability, terminate any existing contract(s) or other
          arrangement(s) by extending the current rental agreement between the
          Premier Member and Seller for the sole purpose of participating in the
          group purchasing arrangement set forth in this Agreement.

               As an example; if the customer had already completed twenty-four
          (24) months on an existing sixty (60) month rental agreement, pricing
          per the terms of this Agreement would be used when the customer
          extends and enters into a new sixty (60) month agreement for the
          existing equipment.

4.   TERMS AND CONDITIONS

     4.1  Authorized Distributors

          Except as provided herein, all Products purchased pursuant to this
          Agreement by Participating Premier Members must be purchased directly
          from Seller.

          Participating Premier Members may purchase Supply Products through
          Baxter Healthcare Corporation listed as "Baxter Distributed OmniCell
          Supply Products" included under Exhibit A, provided that Participating
          Premier Members participate in the group purchasing agreement entered
          into by and between Baxter Healthcare Corporation and Purchasing
          Partners for Automated Medication Distribution and Accessories
          effective June 1, 1997 ("Baxter Group Purchasing Agreement").  Seller
          represents and warrants that it has authorized Baxter Healthcare
          Corporation to distribute the Products pursuant to the terms of this
          Agreement.  Seller further represents and warrants that Baxter
          Healthcare Corporation shall be responsible for the administration of
          such distribution pursuant to this Agreement and that Purchasing
          Partners shall receive a report on a quarterly basis which includes
          all information concerning such distribution, including but not
          limited to, the name of the Participating Premier Member purchasing
          Seller's products through Baxter Healthcare Corporation, the specific
          products being purchased, the date of purchase, the date of order and
          delivery, and the date of payment to Baxter Healthcare Corporation by
          Participating Premier Member.

     4.2  Payment Terms.

          Payment of the first rental payment or purchase price in full is due
          within forty-five (45) days following the delivery and acceptance of
          Product(s) to Participating Premier Member.  All monthly payments
          after the first rental payment are due within thirty (30) days of
          receipt of the monthly invoice.  Service pricing for Products covered
          under Rental/Lease Agreements are included in the Rental/lease monthly
          rates in Exhibit A.

                                      2.


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          Payment terms for Products purchased through Baxter Healthcare
          Corporation pursuant to Section 4.1 shall be as provided in this
          Section 4.2.

     4.3  Shipping Terms

          All shipments are Free On Board (F.O.B.) Destination.  Freight will be
          prepaid and added to the Participating Premier Member's invoice.

          Estimated shipping costs to Participating Premier Members in different
          locations throughout the country are listed below.  Shipping costs for
          units shipped individually and in truckloads are listed.

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------
                                     Approximate Cost       Approximate Cost
                                    Per Cell if Shipped    Per Cell if Shipped
          Area            Miles       in Single Units         by Truck Load
          ---------------------------------------------------------------------
          <S>             <C>       <C>                    <C>
          Los Angeles       400            $ 75                   $ 50
          ---------------------------------------------------------------------
          Denver           1226            $115                   $ 80
          ---------------------------------------------------------------------
          Chicago          2155            $125                   $105
          ---------------------------------------------------------------------
          New York         2944            $165                   $145
          ---------------------------------------------------------------------
</TABLE>

          Participating Premier Member shall have ten (10) business days from
          the date of delivery in which to inspect the Product(s) and to accept
          or reject such Product(s).  In the event the Participating Premier
          Member, after such inspection, rejects the Product(s) due to discovery
          of broken or damaged items of Product(s) or the packages containing
          Products, the Participating Premier Member shall have the right to
          return the damaged Products at the expense of Seller and Seller shall
          replace such Product(s) within a mutually agreed upon time frame and
          not to exceed thirty (30) days.  Payment terms for Products purchased
          through Baxter Healthcare Corporation pursuant to Section 4.1 of this
          Agreement shall be as set forth in this Section 4.3.

     4.4  Minimum Order

          Not Applicable

     4.5  Ordering

          All purchase orders for Products may be placed by telephone,
          telecopier, or through electronic order entry directly through Seller
          at the following address and telephone number:

          ----------------------------------------------------------------------
          Suzy Carr, Contracts Administrator           Phone: (415) 843-6151
          OmniCell Technologies, Inc.                  Fax: (415) 843-6294
          1101 East Meadow Drive
          Palo Alto, CA 94303
          ----------------------------------------------------------------------

                                      3.


<PAGE>

          Orders for Products purchased through Baxter Healthcare Corporation
          pursuant to Section 4.1 of this Agreement may be purchased through
          Baxter Healthcare Corporation at the following address and telephone
          numbers:

          ----------------------------------------------------------------------
          Baxter Healthcare Corporation            Phone: (800) 323-4315
          Productivity Systems                     Fax: (847) 270-5273
          Customer Operations
          RTE 120 & Wilson Rd.
          Round Lake, IL 60073
          ----------------------------------------------------------------------

     4.6  Guarantee of Delivery

          Seller guarantees that all Products ordered by any Participating
          Premier Member shall be delivered to member up to and should not
          exceed more than ninety (90) days of Seller's receipt of such member's
          order for the Product(s).  Seller and Participating Premier Member
          shall agree upon a specific date of delivery of the Product(s).
          Participating Premier Member may delay any scheduled delivery of the
          Product(s) for up to ninety (90) days after the execution of the
          purchase order by providing written notice of such delay to the Seller
          at least thirty (30) days prior to such scheduled date of delivery
          without any increase in the price of the Product(s).  If Seller fails
          to deliver any Product(s) within the above-mentioned time period, the
          Participating Premier Member, at its sole discretion, may exercise any
          of the following options: (A) to purchase any substitute product(s)
          from another source(s), and subsequently be reimbursed by Seller for
          the difference between such member's actual acquisition cost for such
          product(s) and the price(s) such member would have paid for Seller's
          Product(s) under this Agreement; provided that the difference will not
          exceed Seller's list prices; (B) to terminate the purchase order for
          the Product(s) without penalty, and immediately refund to
          Participating Premier Member all funds paid for the Product(s) and any
          related materials pursuant to such purchase order, or (C) for those
          Product(s) purchased, to extend the warranty period referred to in
          Section 10.2, at no charge, by two (2) business days for each calendar
          day, or portion thereof that delivery is delayed after the scheduled
          date of delivery as agreed upon by the Seller and Participating
          Premier Member.  Any such warranty extension days described in (C)
          will be provided on the days of the week covered under such warranty.
          Upon the request of any Participating Premier Member, Seller will
          assist any such Participating Premier Member in finding alternative
          acceptable sources for any Product(s) which Seller cannot deliver
          according to the guaranteed delivery time specified above.

          For orders placed with an Authorized Seller's Distributor, guarantee
          of delivery provisions will be negotiated between each Participating
          Premier Member and the Authorized Seller's Distributor.  If the
          Authorized Seller's Distributor fails to deliver any Product(s) within
          the foregoing negotiated time period because Seller has failed to
          provide the Product(s) to the Authorized Seller's Distributor, the
          Participating Premier Member may exercise any of the options (A)
          through (C)

                                      4.


<PAGE>

           described above. Upon the request of any Participating Premier
           Member, Seller will assist any such Participating Premier Member in
           finding alternative acceptable sources for any Product(s) which an
           Authorized Seller's Distributor cannot deliver according to the
           guaranteed delivery time specified above.

     4.7   Guarantee of Delivery Under Emergency Conditions

           In the event of a natural disaster or industry wide shortage of
           Products ("Emergency Condition"), Seller agrees to give priority to
           orders placed by Participating Premier Members for Products during
           the duration of the Emergency Condition. If possible, the Seller will
           sequester a specific quantity of Products for the exclusive purchase
           by Participating Premier Members for the duration of the Emergency
           Condition.

     4.8   Quality Standards and Specifications

           In the event any Participating Premier Member determines within the
           first thirty (30) days of use that any Product(s) purchased from
           Seller hereunder does not satisfy the Seller's representations
           relative to performance, accuracy, and service history, and is not
           performing in accordance with such Product's(s') performance
           specifications as set forth on Exhibit G ("Product Specifications"),
           such member may return such Product(s) to Seller and receive a
           replacement for or full repair of such Product(s). In the event
           Participating Premier Member returns the Product(s) pursuant to this
           Section. Seller shall bear all shipping expenses. This Section 4.8
           shall in no way limit the remedies available for exchange of damaged
           Product(s) provided in Section 4.3 above.

     4.9   Special Handling/Services

           Not Applicable

     4.10  Clinical Site Preparation.

           Subject to the terms of this Agreement, Participating Premier Member,
           at its expense, will prepare the clinical site(s) where a Product
           will be installed ("Clinical Site") for each such Product according
           to the site preparation recommendations which are required to be
           provided by Seller. In no event shall Seller be responsible for the
           quality or adequacy of the work not performed by, or under the
           authority of, Seller.

           Notwithstanding any other provision of this Agreement, if any Product
           or related equipment fails to perform to its Product Specifications
           prior to acceptance by Participating Premier Member due to a
           particular condition (or conditions) of such Product's or related
           equipment's Clinical Site and that condition (or conditions) fully
           meets Seller's site preparation recommendations described above or
           modifications thereto agreed to by the parties in writing, Seller
           will bear the expense of modifying such Clinical Site to correct such
           failure of the Product(s) or related equipment to perform.

                                      5.


<PAGE>

     4.11  Installation.

           After Delivering the Product(s) in accordance with Section 4.6
           (Guarantee of Delivery), included in the price of the Product(s),
           Seller will be fully responsible for performing all tasks necessary
           to install the Product(s), including without limitation, uncrating,
           unpacking, removal of packing material, field assembly,
           interconnection, calibration and testing to ensure that the
           Product(s) conform(s) to its Product Specifications and is completely
           ready to perform all procedures for which it is designed and marketed
           by Seller.

     4.12  Acceptance.

           Participating Premier Member will accept the Product(s) at the time
           of delivery by signing a Certificate of Acceptance; provided,
           however, that Seller offers a sixty (60) day free use period or
           Conditional Period as described in Section 4.13 on the initial order
           only.

           The Participating Premier Member shall have the option during the
           sixty (60) day period to test the Product(s) to confirm the safety,
           reliability and performance of the Product(s) and to perform
           corollary or parallel testing to verify the accuracy of the
           Product's(s)' performance.

     4.13  Conditional Period of Acceptance

           Seller will allow a sixty (60) day validation period, (which shall be
           known as a "Conditional Period") to Participating Premier Members who
           are interested in evaluating Seller's Product(s) prior to purchasing
           or renting the equipment on the initial order only. Product(s)
           evaluated during the Conditional Period will be capped at a maximum
           of two (2) nursing locations with no more than two (2) frames per
           nursing location. No charges will be invoiced to Participating
           Members during the Conditional Period.

           Due to the breadth of this offer, Seller requests a conditional
           purchase order from the Premier Member and a signed validation
           agreement for the equipment to be validated in order to build and
           ship the equipment.

           A sixty (60) month rental agreement or a purchase agreement, an
           annual coterminous service agreement and acceptance documents for the
           delivered equipment must be executed for the equipment to remain for
           longer than the 60-day Conditional Period. The Conditional Period may
           be extended beyond 60 days at Seller's option.

           If the Participating Premier Member does not accept Product(s) in
           accordance with this section within the initial sixty (60) days
           acceptance period, Seller will, upon written notice from
           Participating Premier Member, remove the Product(s) at no charge,
           immediately refund to Participating Premier Member all funds paid for
           the Product(s) and may, without penalty, and in addition to pursuing
           any and all other rights and remedies such member may have, upon
           written notice to Seller

                                      6.


<PAGE>

           and Purchasing Partners immediately terminate its Commitment Document
           with Seller in connection with this Agreement.

           All expenses related to the removal of the Product(s) and its related
           equipment shall be borne by Seller and Seller shall reimburse
           Participating Premier Member for such member's costs associated with
           any modifications of the Clinical Site for use of other products.

     4.14  Controlling Terms.

           In the event of a conflict of terms between the Seller's invoice or
           Seller's Service Agreement in Exhibit K, Seller's Rental Agreement in
           Exhibit I, Seller's Purchase Agreement in Exhibit J, and this
           Agreement or the Commitment Document, the terms of this Agreement or
           the Commitment Document shall control.

     4.15  Return Goods Policy.

           Seller's warranty is to repair or replace, at Seller's option, the
           defective part, parts, software, or equipment.

           Notwithstanding anything contained herein or covered under Seller's
           Service Agreement in Exhibit K to the contrary, Product(s) may be
           exchanged or returned either (i) if Participating Premier Member
           returns goods in accordance with Section 4.8, or (ii) if
           Participating Premier Member does not accept equipment in accordance
           with Section 4.13, or if (iii) the Participating Premier Member
           returns Product(s) at the end of their rental/lease agreement per the
           terms of the Seller's Rental Agreement included herein under Exhibit
           I. Participating Premier Member shall prepay shipping charges,
           including crating and shipping by means mutually agreed to between
           Participating Premier Member and Seller (and shall pay all duties and
           taxes) for such Product(s) exchanged or returned to Seller if
           returned pursuant to (ii) and (iii) above, unless return is due to
           fault of Seller. Seller shall prepay shipping charges (and shall pay
           all duties and taxes) for such Product(s) returned to Seller if
           returned pursuant to (i) above.

5.   PRICING

     5.1   Best Pricing.

           Given the size of Purchasing Partners and committed nature of
           Purchasing Partners purchasing program, Seller warrants that the
           prices, terms and conditions offered through this Agreement shall, at
           all times, be equal to or better than those offered to any other
           comparable customer (excluding the Federal Government) except to the
           extent that Purchasing Partners has a lesser volume of purchases.

           Purchasing Partners and Seller agree to meet at least on a quarterly
           basis to review prices, terms and conditions to ensure that Seller is
           in compliance with the provisions outlined above. If it is determined
           that Seller is not in compliance,

                                      7.


<PAGE>

          Purchasing Partners and Seller shall amend this Agreement and Exhibits
          to provide Purchasing Partners with more favorable terms.

     5.2  Pricing.

          Exhibit A sets forth the net member delivered price (excluding
          shipping) to be offered to Participating Premier Members for each of
          the Products.  Prices in this Agreement will increase _____ percent
          ______ at the beginning of the second year of this Agreement, and
          _____ percent _____ at the beginning of the third year.  Pricing for
          any extension of this Agreement will be negotiated by the parties.

          In the event of any industry-wide price decrease for any Product
          during the term of this Agreement, Seller will reduce the price of
          that Product as set forth in Exhibit A by the same percentage
          reduction as such industry-wide price decrease.

          Guaranteed Base Discounts:

          Participating Premier Members are guaranteed volume discounts based on
          a simplified three tiered discount structure.  The three tiered
          discount structure is listed below.  The discount is provided at the
          time of purchase and is based on the aggregate dollar volume of
          products listed on the purchase order.

          ----------------------------------------------------------------------
          Purchasing Volume                Discount off List Prices
          -----------------                ------------------------
          ----------------------------------------------------------------------
          $0 to $200,000                   ____ discount
          ----------------------------------------------------------------------
          $200,001 to $1,000,000           ____ discount
          ----------------------------------------------------------------------
          Over $1,000,000                  Additional discounts negotiated case
          ----------------------------------------------------------------------

          Seller offers an additional ______ percent _____ net discount if the
          Participating Premier Member elects not to evaluate Product(s) or
          utilize a Conditional Period (free use) described in Section 4.13
          herein.

     5.3  Large Orders

          Any Participating Premier Member who purchases single orders totaling
          $1,000,000 or more using the net prices in Exhibit A will be offered
          special pricing that is negotiated between an individual Participating
          Premier Member and Seller.  All such negotiations must be coordinated
          through Purchasing Partners.

     5.4  Competitive Conversion Incentive

          Seller will place aside $2,000,000 of Seller equipment to swap out
          against any competitive equipment in Participating Premier Member
          facilities.  Such equipment swap shall be mutually agreed to by the
          parties and must be utilized within the first twelve (12) months of
          this Agreement.  Each competitive equipment swap request by
          Participating Premier Members will be up to and not

                                      8.


<PAGE>

          to exceed $500,000 per request. The net purchase prices listed in
          Exhibit A and related shipping charges will be used to credit against
          this swap fund. Rebates do not apply to swap equipment. As a general
          guideline, Seller will agree to swap competitive systems for new
          Seller systems on a 1:4 basis.

          (a)  Single Hospital Example:

          A Participating Premier Member hospital has 4 competitive systems that
          they would like to swap for Seller's equipment.  The hospital would
          need to have at least 16 Seller's systems installed within the single
          location to be applicable for the competitive swap.  In this example
          four of the sixteen units are the swap units.

          (b)  Small Group of Hospitals Example:

          For a small group of hospitals, the competitive swap would be
          calculated based upon the total number of Seller's frames to be
          installed throughout the Group.  In the following example, the 30
          competitive systems would be swapped on a competitive basis for a
          minimum of 120 Seller's frames throughout the hospital group.

<TABLE>
<CAPTION>
               ----------------------------------------------------------------
               Hospitals within       Competitive       Minimum OmniCell Frames
                    Group          Systems Installed        to be Installed
               <S>                 <C>                  <C>
               ----------------------------------------------------------------
               South Regional              8                      48
               ----------------------------------------------------------------
               North Regional             20                      20
               ----------------------------------------------------------------
               East Regional               0                      22
               ----------------------------------------------------------------
               West Regional               2                      30
               ----------------------------------------------------------------

               ----------------------------------------------------------------
               Total                      30                     120
               ----------------------------------------------------------------
</TABLE>

          (c)  Competitive Agreements Expiring less than One Year:

          In addition, any competitive system which has less than one (1) year
          remaining on its existing rental/lease agreement will be reviewed for
          replacement on an account by account basis.  Seller will credit the
          Participating Premier Member for the time remaining on the contract by
          giving a discount equivalent to the amount of the time left to be paid
          on the replacement unit's contract.

          For example;

          If a Participating Premier Member has competitive systems with 6
          months remaining on the rental commitment, and they wish to convert to
          Seller's equipment on a 60 month rental agreement, Seller may
          negotiate with the Participating Premier Member to allow for a 66
          month rental agreement, in which the first six months are discounted
          and prorated over the term of the rental agreement.

                                      9.


<PAGE>

     5.5   Special Promotions

           Seller may, on occasion, offer special promotions for Product(s)
           including feature options. Any such promotion will be offered to all
           Participating Premier Members and will be limited to the terms and
           conditions of the specific promotion. All promotions must be
           coordinated by Seller through Purchasing Partners.

     5.6   Targeted Group Purchases

           From time to time, Purchasing Partners may identify group purchase
           opportunities with Seller, whereby several Participating Premier
           Members agree to purchase Seller's Product(s) during a specified time
           period. Seller agrees to assist and participate in this Group
           purchase and offer additional incentives to such Participating
           Premier Members in the event of such a program.

     5.7   Pricing for Updates/Upgrades

           Updates/Upgrades/Enhancements will be provided for Product(s) at no
           charge for Participating Premier Members with active
           service/maintenance agreements. Feature options for Product(s) will
           be chargeable, to Participating Premier Members and will vary
           depending on the option. Examples of Updates/upgrades are under
           Exhibit M.

     5.8   Coterminous Agreements

           Seller will accommodate coterminous agreements by adjusting the price
           of new orders to allow for coterminous coordination with current
           rentals/leases or extending the term of current rentals/leases to go
           coterminous with new orders per Section 3.3

     5.9   Supply Station/Pharmacy Automated Distribution System Ordering
           Incentives

           Seller shall provide an additional percent net discount to
           Participating Premier Members who purchase both Seller's supply and
           pharmacy stations under this Agreement. Seller shall also provide an
           additional percent net discount on the purchase under this Agreement
           of Seller's supply stations by Participating Premier Members who have
           committed to the Baxter Group Purchasing Agreement and who purchase a
           combination of Seller's supply stations and Baxter Healthcare
           Corporation's automated medication distribution systems.

     5.10  Exclusive Group Discounts

           For any Participating Premier Members with a minimum of three (3)
           acute care hospitals who sign up to utilize Seller as its exclusive
           automation vendor, Seller will provide a Member Exclusivity discount
           of an additional ______ percent

                                      10.


<PAGE>

           _____net discount. This discount is applied on a moving forward basis
           and is not retroactive.

     5.11  Pricing of New Products

           Pricing for any additional and/or new products of Seller will be
           negotiated at net prices consistent with the net prices of Products
           already covered by this Agreement.

     5.12  Electronic Transfer of Funds/Electronic Data Interchange

           Seller and Purchasing Partner agree that in the event any
           Participating Premier Member with the capability for electronic
           transfer of funds or other form of electronic data interchange
           compatible with that of Seller chooses to use such payment or
           ordering method, the pricing set forth in this Agreement may be
           reduced by a discount to be mutually agreed upon by such
           Participating Premier Member and Seller.

     5.13  Product Pricing Information (Sales Catalogs)

           Seller will provide to Purchasing Partner product pricing information
           in the ANSI X.12-832 format as detailed in Exhibit D. The timeframe
           for product information to be available in this format is one (1)
           year from the date of the Agreement. In the meantime, Seller may
           utilize one of the alternative formats detailed in Exhibit D. If
           after twelve (12) months, Seller shall be subject to assessment by
           Purchasing Partners only for the additional costs associated with
           processing product pricing information provided in a non-standard
           format.

     5.14  Taxes

           No party shall be responsible for taxes imposed on any other party as
           a result of or arising from the transactions contemplated by this
           Agreement. Property and user taxes will be prepaid and added for
           those customers in the states affected.

6.   MARKETING/SALES SUPPORT/MAINTENANCE

     6.1   Seller Representatives

           Seller will provide representatives to call upon Participating
           Premier Members on a periodic basis mutually agreed to by Seller and
           each individual Participating Premier Member.

     6.2   In-Service/Clinical Training

           Included in the price of the Product(s), Seller will provide to each
           Participating Premier Member In-service and Clinical Training, as
           described herein under Exhibit L related to the Product(s) as
           required or requested by each Participating Premier Member ("Train
           the Trainer"). Seller will maintain a properly qualified

                                      11.


<PAGE>

          training staff to provide such In-service and Clinical Training, and
          it shall be the responsibility of each Participating Premier Member to
          ensure that its appropriate personnel attend and complete such
          training. Specifically, Seller shall perform, at the convenience of
          each Participating Premier Member, in-service training sessions at
          Seller's facility for medical, clinical and technical personnel in the
          use and operation of the Product(s). The scheduling of applications
          training shall be made directly with the director of the Participating
          Premier Member's applicable department and shall accommodate all
          shifts that require training.

          Also included in the price of the Product(s), Participating Premier
          Members are required to participate in a week of training prior to the
          clinical use of the system, The "System Administrator Training Course"
          is held at Seller's headquarters in Palo Alto, California.  The course
          fee will be waived by Seller, while all travel and related expenses
          will be the responsibility of the Participating Premier Member.  The
          Participating Premier Member must complete training prior to the
          clinical use of the system in order to enforce the warranty and
          indemnification provisions of this Agreement with respect to such
          Participating Premier Member.

          Also included in the price of the Product(s), Seller will provide a
          written training guide and/or set of training video tapes to the
          Participating Premier Member to be used for future in-service training
          by Staff.

          Also included in the price of the Product(s), Seller shall supply the
          Participating Premier Members with the following items prior to or at
          the time of delivery of the Product(s): (A) one (1) copy of operator
          manuals covering all equipment and accessories; and (B) one (1) copy
          of complete service manuals detailing all equipment and accessories
          including, without limitation, parts lists and schematic diagrams.
          All updates to manuals and final versions (where applicable) of
          manuals are to be provided for the life of the equipment.

          Participating Premier Members shall be entitled to make necessary
          copies, for internal purposes only, of any training materials to be
          used.

     6.3  Biomedical/Technical Programs

          Within the warranty period described in Section 10.2, Seller will make
          available factory service school training including travel, room and
          board, for the Participating Premier Member's clinical engineering
          representative for $3,500.00 per course, plus travel and expenses.
          This privilege shall extend for no more than five (5) years from the
          acceptance of the Product(s) by Participating Premier Member and shall
          not be utilized more than one time per year after the first year of
          system operation.  If possible, training shall be provided at regional
          locations to accommodate multiple Participating Premier Members.

     6.4  Remote Diagnostic Systems

          Not Applicable

                                      12.


<PAGE>

     6.5  Product Developments/New Product Opportunities

          At Purchasing Partners' request, Seller will meet with Purchasing
          Partners at least two (2) times during each year of this Agreement to
          share new product information and technology and to discuss
          opportunities of mutual interest.  All expenses associated with such
          meetings during each year of this Agreement will be paid in a mutually
          agreed upon arrangement.  Seller will work with Purchasing Partners
          and Participating Premier Members in developing new products and
          exploring opportunities for market research, clinical trials and
          technology transfer.

          Contemporaneous with Seller's announcement to any other customer of
          any new commercially available product, Seller will notify Purchasing
          Partners in writing of the nature, potential uses and performance
          specifications of such product.

     6.6  Service and Related Agreements

          Seller's Service Agreement, included herein under Exhibit K, is
          required for Participating Premier Members on all rented/leased or
          purchased Product(s).

     6.7  Service and Maintenance

          Seller offers basic and extended service to Participating Premier
          Members.  The price for the sixty (60) month rental of Product(s) with
          Basic Service included under Exhibit A will be firm for the term of
          the Agreement.  The price for the twelve (12) month Basic Service
          listed herein under Exhibit A will increase pursuant to Section 5.2.

          Seller's basic or extended service prices will be discounted by ____
          percent ____ (rounded to nearest $5) if a Participating Premier Member
          facility agrees to the following:

          1.   Participating Premier Member(s) send a minimum of two Bio-Med
               personnel to Seller's headquarters for system administrator
               training as referenced in Section 6.3.

          2.   Once certified, Participating Premier Member trained personnel
               must be available to perform on-site maintenance services
               normally performed by Seller.  This will include all services
               that Seller is able to train Participating Premier Member Bio-med
               personnel to perform.

          3.   The first call follow-up from Seller's help desk will go to the
               Participating Premier Member's Bio-med service personnel.

          Seller shall provide the Participating Premier Member participant a
          list of parts, servicing and planned maintenance kits, and specialized
          test and servicing equipment to be provided.  This list shall include
          pricing and available discounting.

                                      13.


<PAGE>

     6.8  Accessories and Replacement Parts

          Included in the price of the Product(s) and for the life of the
          Product(s), Seller will offer to Participating Premier Member each
          item, including, without limitation, hardware, firmware, and software
          ("Accessory Item") which may be used with any Product(s) at a zero
          percent (0%) discount off Seller's then-current list price for such
          Accessory Item, or the lowest price which Seller offers such Accessory
          Item to any of its other customers, whichever is lower.  For any
          Accessory Item ordered by Participating Premier Member, Seller will
          install the Accessory Item at no charge when the Product(s) is not in
          use according to a schedule approved by Participating Premier Member,
          and will provide, at no charge, training to Participating Premier
          Member designees regarding use of such Accessory Item, except in cases
          of misuse (e.g.  physical abuse, not providing voltage surge
          protection, not providing preventative maintenance as described in the
          operator's manual) by a Participating Premier Member, in which case
          parts and labor will be charged at current rates.

          Also included in the price of the Product(s), Seller will provide all
          replacement parts for the Product(s) within twenty-four (24) hours of
          Participating Premier Member's request.  All replacement parts for the
          Product(s) will be available for not less than ten (10) years
          following the earlier of either (i) the date when Seller ceases to
          sell the Product(s) or a reasonable substitute of the Product(s) or
          (ii) the expiration of the warranty period described in Section 10.2,
          including all extensions thereto, if applicable.  Included in the
          price of the Product(s), Seller shall provide all software and
          hardware modifications necessary to meet regulatory requirements.

     6.9  Downtime Protection

          Seller is not able to track downtime for Product(s) as requested.
          Seller will guarantee a 95% cumulative up-time for all equipment in
          each Participating Premier Member facility.  For each month that
          passes where the 95% up-time is not maintained, Seller agrees to waive
          the service fees for one month.

          For example;

          If a Participating Premier Member has 10 units installed, they would
          have 7,200 hours of operation in a thirty day month.  If the Member
          has more that 360 hours (5%) of downtime (as calculated by the
          Member), the service fees for the entire installation would be waived
          for one month.  If during the warranty period for any Product, such
          product experiences twenty (20) or more continuous days of any
          Downtime, or forty (40) or more days of any Downtime, Participating
          Premier Member shall notify Seller in writing of such circumstances,
          including a description of the problems or defects.  Seller agrees to
          provide at its expense and within twenty-four hours (24) of receiving
          such notice, the technical personnel and assistance necessary to
          remedy the failed Product and to prevent the problems or defects from
          reoccurring, unless the problems are caused by the Participating

                                      14.


<PAGE>

           Premier Member's own interfaces to the Product(s). In the event that
           Seller is unable to remedy the problems or defects in the Product(s)
           within a time period reasonably determined by Participating Premier
           Member, Seller shall remove such Product at no charge, immediately
           refund to Participating Premier Member a prorated amount based on the
           depreciation schedule of Product(s) all funds paid for such Product
           if purchased and forgiveness of future rental charges for leased
           Product(s) for such Product(s) that experienced Downtime. For
           purposes of this Agreement, "forgiveness of future rental charges"
           shall mean the Participating Premier Member shall not be considered
           in default of their current rental agreement.

     6.10  Response Time

           Included in the price of the Product(s), Seller shall make available
           to Participating Premier Members, a service engineer familiar with
           the Product(s) to respond by telephone within a reasonable time not
           to exceed four (4) hours of Participating Premier Member's placing a
           telephone call to Seller requesting service regarding any problem
           with the Product(s), or failure of the Product(s) to perform in
           accordance with the Product Specifications. If Seller's response time
           is later than four (4) hours on two or more occasions within a thirty
           (30) day period, Seller will waive the service fees for that
           Participating Premier Member for one month for those units affected.

           If either the Participating Premier Member or Seller reasonably
           determines that a service visit is necessary to correct the problem,
           Seller shall have a service engineer at the Clinical Site as per the
           terms of the applicable service agreement (basic or extended).

7.   SALES DOCUMENTATION

     Seller will provide Purchasing Partners with reports of all Products
     purchased by each Participating Premier Member no later than thirty (30)
     days after the last day of the quarter.  Reports will include, reporting
     period start and end dates, member name, city, state, monthly sales volume
     per Product (totaled per member), and the administrative fee amount by
     member.  Participating Premier Members will be identified by HIN or DEA
     number.

     Seller will provide to Purchasing Partners sales documentation in the ANSI
     X. 12-867 format as detailed in Exhibit E. The timeframe for sales
     information to be available in this format is one (1) year from the date of
     the Agreement.  In the meantime, Seller may utilize one of the alternative
     formats detailed in Exhibit E. However, if Seller deviates from the ANSI X.
     12-867 standard after twelve (12) months, an additional fee (as set forth
     in Section 8.3) will be assessed against Seller to compensate Purchasing
     Partners for the additional costs associated with processing Product sales
     data provided in a non-standard format.

                                      15.


<PAGE>

     Seller will identify to Purchasing Partners a contact person within
     Seller's organization who will be responsible for the development and
     distribution of the sales reports set forth in Section 7.0.

8.   FEES

     8.1  Administrative Fee

          Seller will remit to Purchasing Partners monthly an administrative fee
          (the "Administrative Fee") equal to ____ percent _____ of the total
          dollar volume of Products purchased by Participating Premier Members
          through Seller or through any Authorized Seller's Distributors during
          such period.  Seller will pay to Purchasing Partners the
          Administrative Fee by a check payable to "Premier Purchasing Partners,
          L.P." sent to the attention of "Controller" which shall be received at
          Purchasing Partners' address as set forth above no later than thirty
          (30) days after the last day of the quarter.

          The administrative fee will be paid as a percent of the total cash
          (including service and ancillary costs but excluding costs associated
          with shipping) collected from Participating Premier Members.

          Seller may make payment of the Administrative Fee electronically to
          the designated Purchasing Partners' account.  The current electronic
          funds transfer instructions are as follows:

          Seller shall pay to Purchasing Partners interest on any past due
          amount owing Purchasing Partners hereunder at the lesser of (i) one
          and one-half percent (1-1/2%) per month or (ii) the maximum interest
          rate legally permitted.

     8.2  Electronic Submission of Administrative Fee Sales Documentation

          Seller will provide sales data in the electronic format specified in
          Section 7.0 of this Agreement.  The timeframe for product information
          to be available in this format is one (1) year from the date of the
          Agreement.  If Seller does not provide data in the specified format
          within that time period, Seller agrees to provide payment of the
          charges resulting from the increased costs to Purchasing Partners in
          addition to the Administrative Fee provided for in Section 8.1 of this
          Agreement.

     8.3  Electronic Submission of Product Pricing Information

          Seller will provide product pricing information in the electronic
          format specified in Section 5.10 of this Agreement.  The time frame
          for product information to be available in this format is one (1) year
          from the date of the Agreement.  If Seller does not provide pricing
          information in the specified format within that period of time, Seller
          agrees to provide payment of the charges resulting from the increased
          costs to Purchasing Partners in addition to the Administrative Fee
          provided for in Section 8.1 of this Agreement.

                                      16.


<PAGE>

9.   COMPLIANCE WITH LAWS AND REGULATIONS

     Purchasing Partners and Seller represent and warrants that throughout the
     term of this Agreement and any extension hereof, Purchasing Partners,
     Seller and the Products shall be and shall remain in compliance with all
     mandatory applicable federal, state and local laws and regulations.

     The dollar value of the goods and services provided pursuant to Section
     6.0, and any other products and services not specifically paid for by
     Participating Premier Members and received by Participating Premier Members
     from Seller under this Agreement are "discounts or other reductions in
     price" to Participating Premier Members under Section 1128B(b)(3)(A) of the
     Social Security Act, 42 U.S.C. 1320a-7b(b)(3)(A).  Upon request of any
     Participating Premier Member, Seller shall disclose to the Participating
     Premier Member, per the applicable regulations, the specified dollar value
     of discounts or reductions in price.  The Participating Premier Member
     shall disclose the specified dollar value of discounts or reductions in
     price under any state or federal program which provides cost or charge
     based on reimbursement to Participating Premier Member for the Products and
     services covered by this Agreement in accordance with applicable
     regulations.

     Seller agrees that, until the expiration of four (4) years after the
     furnishing of any goods and services pursuant to this Agreement, it will
     make available, upon written request of the Secretary of Health and Human
     Services or the Comptroller General of the United States or any of their
     duly authorized representatives, copies of this Agreement and any books,
     documents, records and other data of Seller that are necessary to certify
     the nature and extent of the costs incurred and other data of Seller that
     are necessary to certify the nature and extent of the costs incurred by
     Participating Premier Member in purchasing such goods and services.  If
     Seller carries out any of its duties under this Agreement through a
     subcontract with a related organization involving a value or cost of ten
     thousand dollars ($10,000) or more over a twelve-month period, Seller will
     cause such subcontract to contain a clause to the effect that, until the
     expiration of four (4) years after the furnishing of any good or service
     pursuant to said contract, the related organization will make available
     upon written request of the Secretary of Health and Human Services or the
     Comptroller General of the United States or any of their duly authorized
     representatives, copies of this Agreement and any books, documents, records
     and other data of said related organization that are necessary to certify
     the nature and extent of costs incurred by Seller for such goods or
     services.  Seller shall give Purchasing Partners notice immediately upon
     receipt of any request from the Secretary of Health and Human Services or
     the Comptroller General of the United States or any of their duly
     authorized representatives for disclosure of such information.

                                      17.


<PAGE>

10.  INDEMNIFICATION, WARRANTIES, SPECIFICATIONS AND NOTICES

     10.1  Indemnification

           (a)  Damage from Use of Products

           Subject to Section 10.2 below, Seller hereby agrees to indemnify,
           defend (pursuant to Section 10.3 below) and hold harmless Purchasing
           Partners, each Participating Premier Member, and their respective
           directors, officers, employees and agents (each an "Indemnitee") from
           and against any and all losses, expenses, damages, liabilities and
           costs (including, without limitation, interest, penalties and
           reasonable attorneys' fees) arising from any bodily injury or
           property damage caused by use of any of the Products except Seller
           shall not be financially responsible for that portion of any loss,
           expense, damage, liability or cost which results from the negligence
           of an Indemnitee.

           (b)  Infringement Claims

           Subject to Section 10.2 below, Seller hereby agrees to indemnify and
           hold harmless the Indemnitees from and against any and all losses,
           expenses, damages, liabilities and costs (including, without
           limitation, interest, penalties and reasonable attorneys' fees)
           arising from an infringement of any U.S. copyright, U.S. patent, or
           registered U.S. trademark or trade name of third parties. If any
           Product is the subject of or, in Seller's opinion, is likely to
           become, the subject of any such infringement claim, Seller may, at
           its option and expense, either (i) procure for Participating Premier
           Members that use the Product the right to continue using the Product;
           (ii) replace or modify the Product so that it becomes non-infringing
           while remaining functionally equivalent; or (iii), if neither (i) nor
           (ii) is, in Seller's reasonable opinion, a viable option, remove the
           affected Product, reimburse each Participating Premier Member that
           uses the Product for its direct, documented, reasonable, out-of-
           pocket costs in modifying its Clinical Site for use with substitute
           products, and refund the purchase price actually paid for the removed
           Products less depreciation calculated at _____ percent ____ per year
           from the date of delivery. This paragraph 10.1 (b) states Seller's
           entire liability for infringement claims and actions.

           (c)  Purchasing Partners Indemnification

           Purchasing Partners agrees to indemnify, defend, and hold harmless
           Seller and its respective directors, officers, employees and agents
           (each an "Indemnitee") from and against any and all losses, expenses,
           damages, liabilities and costs (including, without limitation,
           interest, penalties and reasonable attorney's fees) arising from a
           claim asserted by a third party regarding (i) Purchasing Partner's
           obligation to provide information regarding this Agreement to the
           participants in the Premier Group Purchasing Program, to actively
           support conversions and commitment to this Agreement and to aid in
           communicating with Premier Members; (ii) Purchasing Partners
           representations concerning the Products that differ from those

                                      18.


<PAGE>

           made by Seller in Seller's documentation for the Product; and (iii)
           Purchasing Partners failure to comply with the Medicare and Medicaid
           anti-kickback provision of the Social Security Act, 42 U.S.C. 1320a-
           7b, except Purchasing Partners shall not be financially responsible
           for that portion of any loss, expense, damage, liability or cost
           which results from the negligence of Indemnitee.

     10.2  Exclusion

           Seller will have no obligations to any Indemnitee under Section 10.1
           for any claim based upon or any damages attributable to (a) use of
           any version of a Product other than the unaltered release of the most
           current version of such Product issued to the Participating Premier
           Member (unless specifically approved by Seller in writing). To the
           extent such claim or damage would have been avoided by use of the
           unaltered current release of such Product; (b) use of any product not
           in accordance with Seller's written instructions or for any purpose
           other than its intended purposes; (c) any modification, alteration,
           or repair to a Product not made by Seller or specifically authorized
           by Seller in writing; or (d) combination, operation or use of Product
           with equipment, programs or data not supplied or specifically
           approved in writing by Seller to the extent such claim or damage
           would have been avoided by use of the Product without such non-Seller
           supplied or approved pursuant to Section 4.1 of this Agreement.

     10.3  Defense of Third Party Claims

           If any third party asserts a claim against Indemnitee for which
           Indemnitee is entitled to indemnification by Purchasing Partners or
           Seller under Section 10.1 ("Indemnitor") (subject to the exclusions
           in Section 10.2), Indemnitor will defend such claim at its own
           expense and pay any damages and costs finally awarded by a court of
           competent jurisdiction, or any amount agreed to in a monetary
           settlement, specifically attributable to such claim, provided that
           Indemnitee (a) promptly notifies Indemnitor in writing of such claim
           (b) gives Indemnitor sole control of the defense of such claim and
           settlement negotiations related thereto, and (c) cooperates with and,
           at Indemnitor's request and expense, assists Indemnitor in the
           defense or settlement of such claim. Subject to the foregoing,
           Indemnitee will have the right, at its own expense, to participate in
           and be represented by its own counsel in the defense of any such
           claim. Pursuant to Section 10.1, Indemnitor shall only be responsible
           for that portion of any defense costs which correspond to
           Indemnitor's percent of total liability as determined by a court of
           competent jurisdiction.

     10.4  Warranties and Published Specifications

           Product(s) are covered under the warranty or warranties set forth in
           Seller's Purchase, Rental, and Service Agreements, as applicable,
           attached hereto as Exhibits J, I, and K respectively. Seller will
           make a limited warranty directly to each Participating Premier Member
           that acquires any of the Products under this Agreement. It is
           understood and agreed that SELLER MAKES NO

                                      19.


<PAGE>

           WARRANTIES, EXPRESS OR IMPLIED, TO PURCHASING PARTNERS REGARDING ANY
           OF THE PRODUCTS AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF
           MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
           INFRINGEMENT.

     10.5  Product Notices

           Seller agrees to send all Product notices, as well as notices of any
           other changes affecting the Product(s) and notices of new products,
           to each Premier Member with copies to Purchasing Partners.

     10.6  Insurance

           Seller shall maintain adequate product liability, general public
           liability and property damage insurance against any claim or claims
           which might or could arise regarding products purchased by
           Participating Premier Members from it under the Agreement. When
           requested by Purchasing Partners, an insurance certificate indicating
           the foregoing coverage, issued by an insurance company licensed to do
           business in the relevant state or states and signed by an authorized
           agent, shall be furnished to Purchasing Partners.

     10.7  Limitation on Liabilities

           In no event shall Seller be liable for any special, incidental,
           indirect or consequential damages of Purchasing Partners arising out
           of this Agreement; provided, however, that no limitation of
           liability, under this Section 10.7 shall in any way act to limit
           Seller's liability under the Indemnification provisions of Sections
           10.1 and 10.2 of this Agreement.

11.  TERMINATION

     11.1  Termination for Breach

           In the event of breach of any provision of this Agreement, the non-
           breaching party shall notify, the breaching party in writing, of the
           specific nature of the breach and shall request that it be cured. If
           the breaching party does not cure the breach within thirty (30) days
           of such notice, the non-breaching party may immediately terminate
           this Agreement on written notice to the breaching party, and such
           termination shall not preclude the non-breaching party from pursuing
           any and all remedies available to it at law or at equity.

     11.2  Orders Placed Prior to Termination

           Seller shall fulfill, in accordance with the terms of this Agreement,
           all orders for Products submitted by a Participating Premier Member
           and accepted by Seller prior to termination or expiration of this
           Agreement.

                                      20.


<PAGE>

     11.3  Termination Without Cause

           Purchasing Partners or Seller may terminate this Agreement for any or
           no reason upon ninety (90) days written notice.

     11.4  Survival

           The following paragraphs of this Agreement shall survive expiration
           or termination of this Agreement: (i) the payment of Administrative
           Fees pursuant to Section 8.1 including, but not limited to, fees
           relating to Products ordered prior to the effective date of
           expiration or termination and delivered after expiration or
           termination; (ii) the audit undertakings set forth in Section 13.12;
           (iii) the representations, warranties and covenants set forth in
           Section 10.3; (iv) the indemnification undertaking contained in
           Section 10.1; (v) the designation of Premier Members as third party
           beneficiaries pursuant to Section 13.7; (vi) the undertaking to fill
           orders submitted to and accepted by Seller prior to the date of
           expiration or termination set forth in Section 11.2; (vii) the
           confidentiality undertakings contained in Article 12; (viii) the
           inurement rights and limitations on assignment contained in Sections
           13.4 and 13.10; (ix) the governing law provisions contained in
           Section 13.1; (x) reasonable attorney's fees provided for in Section
           13.9.

12.  CONFIDENTIALITY

     12.1  Confidential Information

           For the purposes of this Agreement, confidential information
           ("Confidential Information") shall mean all proprietary, secret or
           confidential information or data relating to Purchasing Partners or
           Premier Members, or Seller and their respective operations,
           employees, services, patients or customers. Such Confidential
           Information may include oral statements or written material, whether
           tangible or intangible, designated either orally or in writing, to be
           confidential at the time of disclosure. Oral statements designated as
           Confidential Information shall be reduced to writing within thirty
           (30) days of such statements.

     12.2  Protection of Confidential Information

           The parties acknowledge that they may disclose Confidential
           Information to each other in connection with this Agreement. If a
           party receives Confidential Information it shall: (a) maintain the
           Confidential Information in strict confidence; (b) use at least the
           same degree of care in maintaining the secrecy of the Confidential
           Information as the disclosing party uses in maintaining the secrecy
           of its own proprietary, secret or confidential information, but in no
           event less than a reasonable degree of care; (c) use Confidential
           Information only to fulfill its obligations under this Agreement; and
           (d) return or destroy all documents, copies, notes or other materials
           containing any portion of the Confidential Information upon request
           by the disclosing party.

                                      21.


<PAGE>

     12.3  Agreement Confidential

           Neither party hereto shall disclose the terms of this Agreement to
           any other person or entity other than a Premier Member or as required
           by law, except that either party may disclose the terms of this
           Agreement as is necessary for distribution of Seller's Products
           pursuant to Section 4.1 of this Agreement and to its attorney and
           accountant having a need to know in order to accomplish the purposes
           contemplated by this Agreement. Neither party shall make any public
           announcement concerning the existence of this Agreement or its terms
           unless such party receives prior written approval by the other party,
           except as required under Section 9.0 of this Agreement.

     12.4  Limitation on Obligation

           The parties shall have no obligation concerning any portion of the
           Confidential Information which: (a) was known before receipt,
           directly or indirectly, from the disclosing party; (b) is lawfully
           obtained, directly or indirectly, from other than the disclosing
           party; under no obligation of confidentiality; (c) is or becomes
           publicly available other than as a result of an act or failure to act
           by the disclosing party; or (d) is required to be disclosed by
           applicable law or legal process. The parties shall not disclose any
           portion of the Confidential Information to any person except those of
           its employees, agents, or independent contractors having a need to
           know such portion to accomplish the purposes contemplated by this
           Agreement.

13.  MISCELLANEOUS

     13.1  Governing Law and Venue

           This Agreement is being delivered and executed in the State of
           Illinois. In any action arising under this Agreement, whether at law
           or at equity, the validity, construction and enforcement of this
           Agreement shall be governed in all respects by the laws of the State
           of Illinois. Venue shall be proper only in a court of competent
           jurisdiction located in the county and state in which the complaining
           party is located. The parties agree to be subject to personal
           jurisdiction in and consent to service of process issued by a court
           in which venue is proper as defined in this Section 13.1.

     13.2  Modification and Waiver

           No modification of this Agreement shall be deemed effective unless in
           writing and signed by each of the parties hereto. Any waiver of a
           breach of any provision(s) of this Agreement shall not be deemed
           effective unless in writing and signed by the party against whom
           enforcement of the waiver is sought.

                                      22.


<PAGE>

     13.3  Headings

           The descriptive headings of the sections of this Agreement are
           inserted for convenience only and shall not control or affect the
           meaning or construction of any provision hereof.

     13.4  Assignment

           Neither party may assign, subcontract, delegate or otherwise transfer
           this Agreement or any of its rights or obligations hereunder, nor may
           it contract with third parties to perform any of its obligations
           without the other party's prior written consent; provided, however,
           that this Section 13.4 shall not limit Seller's ability to assign,
           subcontract, delegate or otherwise transfer its rights or obligations
           hereunder to a successor corporation, if necessary, in the event
           Seller becomes a publicly traded company through an initial public
           offering of stock in accordance with the Securities and Exchange
           Commission Act of 1934, as amended, or (ii) Purchasing Partners
           ability to assign, subcontract, delegate or otherwise transfer its
           rights or obligations hereunder to a subsidiary or affiliated entity
           of Purchasing Partners or Premier, Inc. Neither party's consent shall
           be unreasonably withheld or delayed. For purposes of this provision
           it is not unreasonable for Purchasing Partners to reject an
           assignment, subcontract, delegation or transfer based on its own
           business judgement as to the assignees ability to perform the
           requirements of this Agreement or if Purchasing Partners determines
           that it is not otherwise in Premier Members' best interest.

     13.5  Severability

           If any part of this Agreement shall be determined to be invalid,
           illegal or unenforceable by any valid Act of Congress or act of any
           legislature or by any regulation duly promulgated by the United
           States or a state acting in accordance with the law, or declared null
           and void by any court of competent jurisdiction, then such part shall
           be reformed, if possible, to conform to the law and, in any event,
           the remaining parts of this Agreement shall be fully effective and
           operative insofar as reasonably possible.

     13.6  Notices

           Any notice required to be given pursuant to the terms and provisions
           hereof shall be in writing, postage and delivery charges pre-paid,
           and shall be sent by telecopier, hand delivery, overnight mail
           service, first-class mail or certified mail, return receipt
           requested, to Purchasing Partners or Seller at the addresses and/or
           facsimile numbers set forth above. Any party may change the address
           to which notices are to be sent by notice given in accordance with
           the provisions of this section. Notices hereunder shall be deemed to
           have been given, and shall be effective upon actual receipt by the
           other party, or, if mailed, upon the earlier of the fifth (5th) day
           after mailing or actual receipt by the other party.

                                      23.


<PAGE>

     13.7   Enforceability

            The parties hereto acknowledge and agree that (i) this Agreement is
            entered into by Purchasing Partners for the express, intended
            benefit of the Premier Members, (ii) each of the Premier Members
            shall be and constitute an intended third party beneficiary of the
            representations, warranties, covenants and agreements of the Seller
            contained herein, and (iii) each of the Premier Members shall be
            entitled to enforce the terms and provisions of this Agreement to
            the same extent as Purchasing Partners.

     13.8   Independent Contractors

            The parties' relationship hereunder is that of independent
            contractors. This Agreement does not create any employment, agency,
            franchise, joint venture, partnership or other similar legal
            relationship between Purchasing Partners and Seller. Neither party
            has the authority to bind or act on behalf of the other party except
            as otherwise specifically stated herein.

     13.9   Attorneys' Fees

            Should any party employ an attorney for the purpose of enforcing
            this Agreement or any judgment based hereon in any court, including
            bankruptcy court, courts of appeal or arbitration proceedings, the
            prevailing party shall be entitled to receive its reasonable
            attorneys' fees and costs, whether taxable or not.

     13.10  Binding Effect

            This Agreement shall be binding upon and shall inure to the benefit
            of the parties hereto and their respective successors and permitted
            assigns.

     13.11  Force Majeure

            The obligations of either party to perform under this Agreement will
            be excused during each period of delay caused by acts of God or by
            shortages of power or materials or government orders which are
            beyond the reasonable control of the party obligated to perform
            ("Force Majeure Event"). In the event that either party ceases to
            perform its obligations under this Agreement due to the occurrence
            of a Force Majeure Event, such party shall: (1) immediately notify
            the other party and, in the case of Seller, the Participating
            Premier Member affected in writing of such Force Majeure Event and
            its expected duration; (2) take all reasonable steps to recommence
            performance of its obligations under this Agreement as soon as
            possible. In the event that any Force Majeure Event delays a party's
            performance for more than ninety (90) days following notice by such
            party pursuant to this Agreement, the other party may terminate this
            agreement immediately upon written notice to such party.

                                      24.


<PAGE>

     13.12  Audit of Costs

            Seller shall permit Purchasing Partners or its agent to conduct
            annual audits of records relating to Seller's performance under this
            Agreement including without limitation orders, invoices, volume
            reports and administrative fees, subject to Seller's obligations
            under any confidentiality agreement entered into by Seller and third
            party. The audits shall be conducted upon reasonable advance notice
            during regular business hours at Seller's principal office and in
            such a manner as not to unduly interfere with Seller's operations.
            Such audits shall be subject to the confidentiality provisions of
            this Agreement set forth in Article 12 above.

     13.13  Minority and Female Owned Businesses

            Seller represents and warrants that it is an "equal opportunity
            employer". Seller shall also use its reasonable efforts to support
            Purchasing Partners' Minority, and Female Owned Businesses Policy as
            set forth in Exhibit F.

     13.14  Entire Agreement

            This Agreement, including all Exhibits referenced herein,
            constitutes the entire understanding and agreement between the
            parties concerning the subject matter hereof, and supersedes all
            prior negotiations, agreements and understandings between the
            parties, whether oral or in writing, concerning the subject matter
            hereof.

     In Witness Whereof, the undersigned duly authorized representatives of the
parties have executed this Agreement as of the date below written.

Premier Purchasing Partners, L.P.           OmniCell Technologies, Inc.

/s/ Lynn Detlor                             /s/ Earl Fry
-----------------------------------         ------------------------------------
Lynn Detlor                                 Earl Fry
President, Purchasing Partners              CFO

May 28, 1997                                May 15, 1997
-----------------------------------         ------------------------------------
Date Signed                                 Date Signed

                                      25.


<PAGE>

                                                                       Exhibit A

                  Baxter Distributed OmniCell Supply Products

             Products                 Description                Model #
             --------                 -----------                -------

          Cabinets              1 Cell OmniSupplier              OS 104
                                1 Cell Auxiliary                 OX104
                                2 Cell OmniSupplier              OS224
                                2 Cell Auxiliary                 OX224
                                3 Cell OmniSupplier              OS344
                                3 Cell Auxiliary                 OX344
                                4 Cell OmniSupplier              OS448
                                5 Cell OmniSupplier              OS568
                                6 Cell OmniSupplier              OS688
                                2 LOW Cell                       OS176
                                OmniExpress                      OS56

          OmniCenter            OmniCenter XPC                   XPC100
                                OmniCenter Supply                XPC-SP
                                Transaction Processor            TPC100
                                Network Processor                NPC100
                                Partner Processor                PPC100
                                OmniCenter XPC-CL                XPC-CL

          Modules               Supply Drawer                    OSD24
                                Cath Rack                        OCR48
                                Suture Rack                      OSR24
                                Magnetic Card Reader             MCR100

          Upgrades              OmniSupplier                     OS2
                                Upgrade                          OS2U
                                OmniSupplier PC Box              OSPC
                                OmniSupplier Aux. Box            OSAX
                                OmniSupplier Printer             OSO

                                      I.


<PAGE>

                                FIRST AMENDMENT

     This First Amendment ("First Amendment") by and between Premier Purchasing
Partners, L.P., a Delaware corporation, ("Purchasing Partners") and OmniCell
Technologies Inc. hereby amends the Agreement effective July 1, 1997 by
Purchasing Partners and OmniCell Technologies (the "Agreement").

                                   RECITALS

     Whereas, Purchasing Partners have entered into an Agreement for the purpose
of selling OmniCell Technologies Inc. products to Premier facilities;

     Whereas, OmniCell Technologies Inc. and Purchasing Partners desire to amend
the Agreement as set forth in this First Amendment.

     Now, Therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto promise and agree as follows:

     1.   Seller will remit to Purchasing Partners quarterly, an administrative
          fee (the "Administrative Fee") equal to ___ percent __ of the total
          dollar volume of Products purchased by Participating Premier Members
          through Seller or through any Authorized Seller's Distributors during
          such period.  Seller will pay to Purchasing Partners the
          Administrative Fee by a check payable to "Premier Purchasing Partners,
          L.P." sent to the attention of "Controller" which shall be received at
          Purchasing Partners' address as set forth above no later than thirty
          (30) days after the last day of the quarter.

     In Witness Whereof, the undersigned duly authorized representatives of the
parties have executed this First Amendment as of the date below written.

Premier Purchasing Partners, L.P.            OmniCell Technologies Inc.

/s/ Lynn R. Detlor                           /s/ Jeff Arbuckle
-----------------------------------          -----------------------------------
Lynn R. Detlor                               Jeff Arbuckle
President                                    Central Vice President

November 18, 1997                            November 18, 1997
-----------------------------------          -----------------------------------
Date Signed                                  Date Signed

                                      1.


<PAGE>

                       PREMIER PURCHASING PARTNERS, L.P.

              --------------------------------------------------
               AMENDMENT NUMBER 2 TO GROUP PURCHASING AGREEMENT
              --------------------------------------------------
                            CONTRACT #: PP-CE-047A

       Product/Services Category: Automated Supply Stems and Accessories

                            (Year 2000 Compliance)

     This Amendment Number 2 ("Amendment"), is entered into effective December
1, 1997 (the "Effective Date"), and shall amend and modify the Group Purchasing
Agreement (Contract #: PP-CE-047A) by and between Premier Purchasing Partners,
L.P. ("Purchasing Partners"), and OmniCell Technologies ("Seller"), dated
effective June 1, 1997 (the "Agreement"), as follows:

     1.   Year 2000 Compliance.  The Agreement is hereby amended to add the
          --------------------
following provision to the Agreement:

     "Year 2000 Compliance.  Seller warrants that any software and hardware
      --------------------
     included in the Products and any software and hardware used in information
     systems by Seller to process transactions related to providing the Products
     hereunder, including without limitation, sales order processing, sales
     order acknowledgment processing, advanced shipping notice processing,
     invoicing, purchase order processing, purchase order acknowledgments,
     accounts receivable and accounts payable processes, and sales and
     compliance reporting processes, shall operate properly prior to, during and
     after the year 2000 and shall not cause any business interruptions or
     response time delays (i.e., such software and hardware is "Year 2000
     Compliant").  In this regard, Seller agrees that such software and hardware
     shall contain, at a minimum:

     a.   date formats that have century recognition;

     b.   calculations that accommodate same-century and multi-century formulas
          and date values;

     c.   date interface values that reflect the century; and

     d.   calculations that accommodate the occurrence of leap years.

     Upon Purchasing Partners' request, Seller agrees to provide Purchasing
     Partners with documentation demonstrating that the Products and Seller's
     transaction processing systems are Year 2000 Compliant.  If at any time
     during the term hereof it is reasonably determined by Purchasing Partners
     that any Products and/or Seller's transaction processing systems are not
     Year 2000 Compliant, Seller agrees to correct the problem at no additional
     charge within fifteen (15) days of receiving written notice of such problem
     from Purchasing Partners (the "Problem Notice").  In the event Seller is
     unable within such time period to correct any such problem with respect to
     certain Products, Seller shall provide Participating Members with a full
     refund of all monies paid for the applicable Product(s) within thirty (30)
     days of its receipt of the Problem Notice.

                                      1.


<PAGE>

     2.   Other Terms and Conditions.  All other terms and conditions of the
          --------------------------
Agreement shall remain in full force and effect.

     This Amendment is hereby executed as of the Effective Date by the parties'
authorized representatives set forth below.

Premier Purchasing Partners, L.P.            OmniCell Technologies
("Purchasing Partners")                      ("Seller")

By: PREMIER PLANS, INC.,
    Its General Partner

    By: /s/ Lynn Detlor                      By: /s/ Jeff L. Arbuckle
       ------------------------------           -------------------------------
    Printed Name: Lynn Detlor                Printed Name: Jeff L. Arbuckle
                 --------------------                     ---------------------
    Title: President P.P.                    Title: Vice President of Marketing
          ---------------------------              ----------------------------

                                      2.