<PAGE>

                                                                   EXHIBIT 10.7

June 26, 1997



Mr. Jeff Arbuckle

Central Vice President
OmniCell Technologies, Inc.
1101 East Meadow Drive
Palo Alto, CA 94303

Dear Jeff:

The University HealthSystem Consortium Services Corporation accepts your
proposal in response to our Request for Proposal CE-426 Supply Dispensing which
was dated and signed by Shelly Asher, President/CEO on November 21, 1996.
Agreement CE-426 was awarded dual supplier to OmniCell and Diebold.  The
OmniCell portion of the award will hereafter be known as CE-426B Supply
Dispensing.  This agreement for Automated Supply Dispensing Systems is to
include  our complete supply dispensing product line.  To access either UHCSC
agreements, CE-426A with Diebold or CE-426B with OmniCell, UHCSC Eligible
Participants will be required to make a Sole Source commitment for a minimum of
80% of the products covered in the agreement by signing a UHCSC Post Award
Commitment Document.

The initial term of the agreement will be from June 1, 1997 through June 30,
1999.  Prices contained in this bid will remain firm for the initial two year
term of the agreement.  At the end of the initial term of the agreement, the
committed participants will decide whether or not to ex-tend the agreement. If
any of the extension options are exercised prices may increase, per line item
for all supply dispensing systems, no more than  ___ per year for years three
through six.  Prices for the service contracts are fixed, for the first two
years and prices many increase no more than ___ in year three and no more than
___ in years four through six.

The UHCSC Standard Terms and Conditions of Bid and the UHCSC Special Terms and
Conditions shall govern this agreement as submitted by OmniCell and amended as
follows:

                         UHCSC STANDARD TERMS & CONDITIONS

10A    Delete exception.  Reinsert original language.  In the second sentence
       strike "orders shall be placed Monday through Friday, with delivery no
       later than noon the next day (Tuesday through Saturday)" and replace with
       "DELIVERY TERMS ARE 90 DAYS ARO".
10I    Exception accepted as noted.
11A    Exception accepted as noted.
12B    Delete exception.  Reinsert original language.  Amend the first sentence
       as follows:
       "The party directly placing the purchase order.....the Products purchased
       have been inspected and accepted WITHIN 30 DAYS AFTER DELIVERY.  ONCE
       ACCEPTANCE FOR EQUIPMENT IS SIGNED, THE CP MAY NOT REVOKE ITS
       ACCEPTANCE".  In the second sentence strike "fifteen" and change to
       "THIRTY".
12F    Delete exception.  Reinsert original language.  Striking _____ and at the
       end of the sentence add "after acceptance".
12G    Exception accepted as noted.


                                          1.

<PAGE>

                                                                          Page 2
                                                            CE-426B Award Letter
                                                           OmniCell Technologies
                                                                   June 26, 1997


13     Exception accepted as noted.
20     Delete exception.  Replace with the following: "WE HEREBY WARRANT THAT,
       IF THE EQUIPMENT IS DEFECTIVE IN WORKMANSHIP OR MATERIALS, OR IF THE
       SOFTWARE WE PROVIDE IS DEFECTIVE DURING THE TERM OF THIS AGREEMENT, WE
       SHALL REPAIR OR REPLACE, AT OUR OPTION, THE DEFECTIVE PART, PARTS,
       SOFTWARE, OR EQUIPMENT AND YOU AGREE THAT SUCH REPAIR OR REPLACEMENT
       SHALL BE YOUR SOLE REMEDY AND RECOURSE IN THE EVENT OF SUCH DEFECT,
       UNLESS AN ARBITRATOR DETERMINES THAT SUCH ACTIVITY HAS FAILED TO PROVIDE
       YOU WITH A REASONABLE REMEDY.  THE WARRANTY GRANTED HEREIN DOES NOT COVER
       ANY PRODUCTS THAT YOU MAY USE, CREATE, OR INSTALL THAT IS NOT PROVIDED BY
       US.  THIS WARRAN1T IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
       IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, USE
       AND FITNESS FOR A  PARTICULAR PURPOSE, BUT THE FORGOING DOES NOT AFFECT
       OUR OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT.  THIS WARRANTY
       SHALL BE VOID AND OF NO FORCE OR EFFECT IF WE DETERMINE THAT ANY
       EQUIPMENT OR SOFTWARE DEFECT IS DUE TO YOUR MISUSE OR NEGLECT OR ANY
       UNAUTHORIZED REPAIRS OR TAMPERING WITH THE EQUIPMENT OR SOFTWARE."
25     Delete exception and replace with: "ANY CONTRACTS WHICH HAVE BEEN
       EXECUTED TO DATE WITH ANY CUSTOMER CANNOT BE TERMINATED UNLESS SPECIFIED
       IN THE TERMS OF THOSE AGREEMENTS.  OMNICELL 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 THE
       CURRENT RENTALS/LEASES TO GO COTERMINOUS WITH NEW ORDERS."
26     Delete exception.  Reinsert original language.  Delete sections two (2)
       and three (3).  At the end of the paragraph add the following: "OMNICELL
       SHALL HAVE THE ABILITY TO HAVE SEPARATE AGREEMENTS FOR BETA AND/OR
       DEVELOPMENT ARRANGEMENTS WITH ANY CP, PROVIDED THAT OMNICELL HAS NOTIFIED
       UHCSC.  THE TERMS AND CONDITIONS OF THESE INDIVIDUAL AGREEMENTS SHALL BE
       IN ADDITION TO ANY TERMS AND CONDITIONS OMNICELL HAS AGREED TO WITH
       UHCSC.".  UHCSC and OmniCell have mutually agreed to the attached
       bilateral documents (Exhibit A) which are required documents that a CP
       accessing this agreement must sign and are limited to the following
       specific documents: Master Purchase Agreement, Master Rental Agreement,
       Master Service Agreement, Validation Agreement and the Supplement for
       each Master Agreement.
28     Delete exception.  Reinsert original language.  In the second sentence
       strike "$10,000,000" and replace with "$4,000,000".
30A    Delete exception.  Reinsert original language.  Amend as follows: ".  .
       .  whether at law or in equity, TO THE EXTENT arising from or caused.  .
       .  contained in the Purchasing Agreement or (2) DEFECTIVE condition of
       any Product.  .  .  defend and hold harmless shall not be applicable to
       the extent the claim, liability.  .  .  failure to act of UHCSC, the CP
       or of the UHCAD, THEIR OFFICERS, DIRECTORS AND EMPLOYEES."
30B    Delete exception.  Reinsert original language.
47     Delete exception.  Replace with: "TRAINING IS PROVIDED IN ACCORDANCE WITH
       OMNICELL'S RENTAL, PURCHASE AND SERVICE AGREEMENTS.  INITIAL TRAINING
       ON-SITE DURING THE INSTALLATION IS PROVIDED AT NO CHARGE, RE-INSERVICING
       CAN BE PROVIDED AS SET FORTH IN THE APPLICABLE SERVICE AGREEMENT.  SYSTEM
       ADMINISTRATOR TRAINING IS REQUIRED." See attached Exhibit B.


                                          2.

<PAGE>

                                                                          Page 3
                                                            CE-426B Award Letter
                                                           OmniCell Technologies
                                                                   June 26, 1997


                          UHCSC SPECIAL TERMS & CONDITIONS

3.0    Delete exception.  Reinsert original language.  Add the following to the
       end of the paragraph: "UPDATES/UPGRADES/ENHANCEMENTS WILL BE PROVIDED AT
       NO CHARGE FOR PRODUCTS WITH ACTIVE SERVICE/MAINTENANCE AGREEMENTS.
       FEATURE OPTIONS FOR PRODUCTS WILL BE CHARGEABLE, AT A DISCOUNT CONSISTENT
       WITH THE TERMS OF THE BID, AND WILL VARY DEPENDING ON THE OPTION.  ALL
       OMNICELL PRODUCTS ARE FORWARD-BACKWARD COMPATIBLE, AND A MODULAR DESIGN
       ALLOWS FOR EASY UPDATES AND UPGRADES.  CONTEMPORANEOUS WITH ORNNICELL'S
       ANNOUNCEMENT OF ANY NEW COMMERCIALLY AVAILABLE PRODUCT, OMNICELL WILL
       NOTIFY UHCSC IN WRITING OF THE NATURE, POTENTIAL USES AND PERFORMANCE
       SPECIFICATIONS OF THESE PRODUCTS.".

6.0    Delete exception.   Reinsert original language.  At the end of the first
       sentence add:  "ONLY FOR EQUIPMENT INITIALLY INSTALLED IN EACH
       INSTITUTION UNDER A VALIDATION AGREEMENT".  DELETE THE REST OF THE FIRST
       PARAGRAPH AND REPLACE WITH: "FOR ADDITIONAL EQUIPMENT, A PERIOD OF THIRTY
       DAYS FROM DELIVERY SHALL BE GIVEN TO THE CP FOR THE PURPOSE OF ACCEPTANCE
       TESTING.  BY THE END OF THE THIRTY DAY PERIOD, ACCEPTANCE DOCUMENTS WILL
       BE SIGNED, WHICH WILL SIGNIFY THAT THE EQUIPMENT HAS MET OR EXCEEDED THE
       BID SPECIFICATIONS.  ACCEPTANCE TESTING MAY INCLUDE, BUT IS NOT LIMITED
       TO, SAFETY TESTING, CALIBRATION, PERFORMANCE TESTING, DOCUMENTATION
       INSPECTION, AND TESTING FOR ADHERENCE TO HOSPITAL SPECIFICATIONS.
       INVOICE PAYMENT WILL BE INITIATED ON THIRTY DAYS TERMS AFTER ACCEPTANCE
       IS SIGNED.   A COMPLETE SET OF ALL TEST DOCUMENTATION AND PROCEDURES
       SHALL BE MADE AVAILABLE TO HOSPITAL STAFF PRIOR TO FINAL ACCEPTANCE."
7.0    Delete exception.   Reinsert original language.  Add the following at the
       end of the paragraph: "Customers are responsible for the costs of site
       preparation.  As part of the site preparation effort, OmniCell will work
       with customers to identify site preparation costs."
10.0   Exception accepted.  Replace with the following:  "WE HEREBY WARRANT
       THAT, IF THE EQUIPMENT IS DEFECTIVE IN WORKMANSHIP OR MATERIALS, OR IF
       THE SOFTWARE WE PROVIDE IS DEFECTIVE DURING THE TERM OF THIS AGREEMENT,
       WE SHALL REPAIR OR REPLACE, AT OUR OPTION, THE DEFECTIVE PART, PARTS,
       SOFTWARE, OR EQUIPMENT AND YOU AGREE THAT SUCH REPAIR OR REPLACEMENT
       SHALL BE YOUR SOLE REMEDY AND RECOURSE IN THE EVENT OF SUCH DEFECT,
       UNLESS AN ARBITRATOR DETERMINES THAT SUCH ACTIVITY HAS FAILED TO PROVIDE
       YOU WITH A REASONABLE REMEDY.  THE WARRANTY GRANTED HEREIN DOES NOT COVER
       ANY PRODUCTS THAT YOU MAY USE, CREATE, OR INSTALL THAT IS NOT PROVIDED BY
       US.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
       IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, USE
       AND FITNESS FOR A PARTICULAR PURPOSE, BUT THE FORGOING DOES NOT AFFECT
       OUR OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT.  THIS WARRANTY
       SHALL BE VOID AND OF NO FORCE OR EFFECT IF WE DETERMINE THAT ANY
       EQUIPMENT OR SOFTWARE DEFECT IS DUE TO YOUR MISUSE OR NEGLECT OR ANY
       UNAUTHORIZED REPAIRS OR TAMPERING WITH THE EQUIPMENT OR SOFTWARE."


                                          3.

<PAGE>

                                                                          Page 4
                                                            CE-426B Award Letter
                                                           OmniCell Technologies
                                                                   June 26, 1997


11.0   Delete exception.  Reinsert original language.  At the end of the first
       sentence add "ON ALL SYSTEMS IN A PARTICULAR INSTITUTION."  Strike the
       second, third and fourth sentence and replace with: "IF UPTIME
       REQUIREMENTS ARE NOT MET IN ANY ONE MONTH, OMNICELL AGREES TO OFFER ONE
       MONTH'S SERVICE COST AT NO CHARGE FOR EQUIPMENT IN USE."
12.0   Delete exception.  REPLACE with the following: "OMNICELL OFFERS TWO
       SERVICE PLANS: BASIC AND EXTENDED, AS OUTLINED IN THE ATTACHED MASTER
       SERVICE AGREEMENTS (EXHIBITS A) FOR RENTAL AND PURCHASE.  OMNICELL
       PERSONNEL WILL PERFORM PREVENTATIVE MAINTENANCE FOR THE SERVICE CHARGES
       LISTED IN THE SYSTEM DESCRIPTION TITLED "ROUTINE EMERGENCY SERVICE" (see
       attached Exhibit C).".
13.0   Exception accepted as noted.
14.0   Delete exception.  REINSERT original language.  Amend the first sentence
       as follows:  "SUPPLIER SHALL PROVIDE TO THE CP ONE COMPLETE AND
       UNABRIDGED......"
15.0   Exception accepted as noted.
16.0   Delete exception.  Replace with the following: "A COMPLETE OVERVIEW OF
       RESPONSE TIMES ARE PROVIDED M SECTION 14 OF THE MASTER SERVICE AGREEMENT
       (EXHIBIT A).  IF THOSE RESPONSE TIMES ARE NOT MET, OMNICELL AGREES TO A
       PENALTY EQUIVALENT TO THE COST OF ONE MONTH'S SERVICE ON A PARTICULAR
       UNIT."
17.0   Delete EXCEPTION.  Replace with the following: "MAINTENANCE WILL BE
       PROVIDED THROUGH THE CPS SYSTEM ADMINISTRATOR OR THROUGH THE SERVICE PLAN
       OF THE CPS CHOICE.  FAULTY EQUIPMENT WILL BE REPAIRED BY SERVICE
       PERSONNEL IN ACCORDANCE WITH THE SERVICE TERMS, THEREFORE, THE ONLY
       LOANER EQUIPMENT PROVIDED WILL BE A BACK-UP SERVER UNDER THE EXTENDED
       SERVICE PLAN, AS DESCRIBED IN THE SERVICE PLANS."
20.0   Delete exception.  Replace with the following: "OMNICELL DOES NOT PROVIDE
       DIAGNOSTIC SOFTWARE OR TRAINING ASSOCIATED WITH IT.  WHEN MUTUALLY AGREED
       BY OMNICELL AND CP, OMNICELL MAY PROVIDE A NON-COMMERCIAL PRODUCT,
       "JMAX", WHICH PROVIDES THE ABILITY TO PERFORM EQUIPMENT CONFIGURATION
       CALCULATIONS.  OMNICELL WILL NOT PROVIDE MAINTENANCE OR WARRANTY WITH
       THIS SOFTWARE, AND UHCSC ACKNOWLEDGES THAT OMNICELL IS IN NO WAY LIABLE
       FOR CUSTOMER'S USE OF THIS NON-COMMERCIAL PRODUCT."
21.0   Exception accepted as noted.  SEE the attached Exhibit A, Master Service
       Agreement section 14, for Service Contract Options.
22.0   Exception accepted as noted.
23.0   Exception accepted as noted.
24.0   Exception accepted as noted.
25.0   Exception accepted as noted.
27.0   Exception accepted as noted.
28.0   Exception accepted as noted.
32.0   Exception accepted as noted.
33.0   Exception accepted as noted.
34.0   Exception accepted as noted.
37.0   Exception accepted as noted.
38.0   Exception accepted as noted.

Should Eligible Participants (EPs) wish to avail themselves of this agreement,
you will be notified in writing by UHCSC when they have signed the UHCSC Post
Award Commitment


                                          4.

<PAGE>

                                                                          Page 5
                                                            CE-426B Award Letter
                                                           OmniCell Technologies
                                                                   June 26, 1997


Document and meet the requirements of a Committed Participant (CP).  Please do
not share agreement pricing with EPs.  Any requests for pricing comparisons for
EPs should be directed to Vicki Ioffe-Polman at UHCSC.

Enclosed are updated lists of UHCSC Eligible Participants (Schedule 1) and
Supply Administrators.  The Supply Administrators are UHCSC's primary contact in
Materials Management/Purchasing at each of the hospitals.  In the event that you
would like to directly market to our members, this group would be your contact.
Please send a copy of any mailing or promotional materials to my attention at
UHCSC.  An announcement of these awards will be sent to each Supply
Administrator from this office.

The UHCSC Purchasing Programs have clinical end-user contact persons in Nursing,
Information Technology and several other disciplines at each member hospital.
Because these individuals generally have a position which is broader than
product evaluation, UHC is not able to give you a list of their names.  However,
I would be happy to do a direct mailing of product information to them on your
behalf.  Please send 110 copies, per clinical area, of any material you would
like forwarded to these clinicians to my attention at UHCSC.

Melanie and I are looking forward to working with you to successfully implement
this agreement.  Please sign and return one copy of this letter to my attention
at UHCSC.

Sincerely,

/s/ Maureen J. Sheehan

Maureen J.  Sheehan
Program Director, Nursing Products and Services


Signed: /s/ Earl E. Fry
       ------------------------------
Printed Name: Earl E. Fry
             ------------------------
Title: VP & CFO                           Date: June 27, 1997
      -------------------------------          -----------------------

attachments

mah

cc:    Henry Derewicz, Vice President
       Andy Schoneich, Director
       Melanie Hartmann, Assistant Director
       Vicki Ioffe-Polman, Member Support Specialist


                                          5.

<PAGE>

                         UNIVERSITY HEALTHSYSTEM CONSORTIUM
                                SERVICES CORPORATION

                        STANDARD TERMS AND CONDITIONS OF BID
                                        FOR
                                 SUPPLIER AGREEMENT


1.   INTRODUCTION.

     University HealthSystem Consortium Services Corporation ("UHCSC") is a
taxable co-operative governed by University HealthSystem Consortium ("UHC")
members, a non-profit corporation formed to aid academic health centers ("AHCs")
in their efforts to maintain and strengthen their marketplace position.  UHC has
two membership categories (described in Subparagraphs A and B below) and two
non-membership categories (described in Subparagraphs C and D below)

     A.   AHC HOSPITAL.  The following types of ARC hospitals are eligible
for UHC membership:

               (1)  Non-profit hospitals having common ownership with a
     college of medicine.

               (2)  Non-profit or governmental hospitals where the
     majority of medical school chairmen and hospital chiefs of service are
     the same persons.

               (3)  Specialty, non-general, hospitals which satisfy
     either (1) or (2) above.

     B.   ARC HOSPITAL SYSTEM.  The following types of AMC hospital systems
are eligible for UHC membership:

               (1)  The system includes at least one ARC hospital (as
     defined in Paragraph 1.A above).

               (2)  The system provides the clinical setting for no more
     than one medical school.

               (3)  The system includes at least one other health care
     provider formally affiliated with the ARC hospital.

     C.   NETWORK PARTICIPANT.  An Network Participant ("NP") does not have
membership status in UHC; however, it can participate in UHCSC programs if it
meets the following participation criteria:

               (1)  The NP is sponsored by a UHC member who participates
     in the Group Purchasing Programs.


                                          1.

<PAGE>

               (2)  The NP complies with all policies, procedures and
     conditions of the UHC Group Purchasing Programs.

               (3)  The NP may be an acute care hospital or other health
     care provider.

     D.   ALTERNATE PURCHASING LOCATION.  An Alternate Purchasing Location
("APL") does not have membership status in UHC; however, it can participate in
UHCSC programs if it meets the following participation criteria:

               (1)  The APL is sponsored by a UHC member which directly,
     or indirectly through medical school chairmen or hospital chiefs of
     service, establishes and/or controls the health care policies of the APL.

               (2)  The APL is operated legally and organizationally as
     an integral and component part of either a UHC member or the entity which
     operates and controls the UHC member.

               (3)  The APL is not an acute care hospital.

2.   INVITATION FOR BID.

     A.   The Invitation for Bid (the "Bid Invitation") consists of the
transmittal letter accompanying these Standard Terms and Conditions of Bid (the
"Transmittal Letter"), these Standard Terms and Conditions of Bid, the Special
Conditions set forth in Appendix A (if any) to these Standard Terms and
Conditions of bid (if any), the bid specifications attached to these Standard
Terms and Conditions of Bid(the "Bid Specifications") and any other material
listed in the table of contents attached hereto.  The Bid Invitation applies to
and is hereby made a part of any Purchasing Agreement (as defined in Paragraph
4.K) awarded pursuant hereto and to each purchase of products made thereunder.

     B.   The Bid Invitation applies to the following three methods of
product distribution: (1) products distributed directly to a Committed
Participant (the "CP") (as defined in Paragraph 3) by the Supplier (as defined
in Paragraph 4.J); (2) products distributed to a CP through a distributor
appointed or selected by the Supplier pursuant to Paragraph 8.B (the "Supplier
Appointed Distributor" or "SAD"); and (3) products distributed to a CP by the
Supplier through a distributor selected or appointed by UHCSC and/or the CP
pursuant to Paragraph 8.D (the "UHCSC Appointed Distributor" or "UHCAD").  UHCSC
and/or the CP shall have complete and sole discretion in selecting the method of
product distribution and may change the method of product distribution selected
from time to time during the Term of the Purchasing Agreement (as defined in
Paragraph 9 A.)

     C.   Because the Bid Invitation applies to the three different methods
of product distribution described in Paragraph 2.B, these Standard Terms and
Conditions impose on the Supplier and the SADs (if this method of product
distribution is selected) the same obligations and grant to the CPs and the
UHCADs (if this method of product distribution is selected) the same rights.
Notwithstanding anything to the contrary in these Standard Terms and Conditions,
if the Supplier uses a SAD to distribute the products covered by the Purchasing
Agreement (the


                                          2.

<PAGE>

"Products") the following conditions shall apply, as appropriate, except as
otherwise expressly provided: (1) if the Supplier and the SAD are not parties to
a contract, these Standard Terms and Conditions are hereby automatically amended
to provide that the Supplier shall be required to use its best efforts to cause
the SAD to accept and perform the obligations herein imposed upon the SAD and
(2) if the Supplier and the SAD are parties to a contract which does not empower
the Supplier to cause the SAD to accept and perform one or more of the
obligations herein imposed upon the SAD (the "excepted obligations") these
Standard Terms and Conditions are hereby automatically amended to provide that
the Supplier shall be required to use its best efforts to cause the SAD to
accept and perform the excepted obligations herein imposed upon the SAD.
Further, notwithstanding anything to the contrary in these Standard Terms and
Conditions, the provisions of these Standard Terms and Conditions granting the
UHCAD rights shall only be applicable if the Supplier uses the UHCAD to
distribute the Products.

3.   RELATIONSHIP OF PARTIES.

     A.   "Eligible Participants" or "EPs" are those institutions listed on
Schedule I, as amended from time to time.  Each EP is eligible to participate in
UHCSC group purchasing agreements and is entitled to purchase under the
Purchasing Agreement if, and after, it becomes a CP.  UHCSC may amend Schedule I
at any time to add or delete EPs by delivering a written notice of amendment to
the Supplier.

     B.   "Committed Participants" or "CPs" are those EPs which agree to be
bound by the UHCSC commitment policy agreement for the Products.  UHCSC shall
provide the Supplier from time to time a list of current CPs.  No other
commitment document, including any commitment document prepared by the Supplier,
shall be necessary to qualify an EP as a CP.  UHCSC may add or delete CPs by
delivering a written notice of amendment to the Supplier.  An EP which becomes a
CP shall become entitled to purchase Products under the Purchasing Agreement
within fifteen days after the posted date of said notice of amendment.

4.   BIDS.

     A.   A firm (the "Bidder") shall submit to UHCSC a written response
(the "Bid") to the Bid Invitation in the form and manner set forth in the
Transmittal Letter or in the Bid Specifications {collectively, the
"Instructions").  The Bid Opening Time is set forth in the Instructions.  Except
as may otherwise be provided in the Instructions, the bid must contain the
original signature of an authorized agent of the Bidder and be accompanied by
the Bid Invitation, signed by the bidder.  The Bid shall become the property of
UHCSC.

     In addition, if requested in the Instructions, the Bidder shall submit to
UHCSC, in the form and manner set forth in the Instructions, a written response
(the "Exceptions Response") to these Standard Terms of Conditions and to the
Special Conditions, setting forth the Bidder's exceptions and deviations
thereto.  The Exceptions Response must be submitted to UHCSC prior to the
"Exceptions Response Date." The "Exceptions Response Date" is set forth in the
Instructions.  The Exceptions Response must set forth all of the Bidder's
exceptions and deviations to these Standard Terms and Conditions and to the
Special Conditions.  Pursuant to the provisions of Paragraph 4b, UHCSC shall not
consider a Bidder's Bid unless the Bidder submits to UHCSC its Exceptions
Response prior to the Exceptions Response Date.  Pursuant


                                          3.

<PAGE>

thereto, if a Bidder which desires to submit a Bid elects not to take any
exceptions or deviations, it must submit to UHCSC an Exceptions Response in
which it states that it is taking no exceptions or deviations in order for its
Bid to be considered.  From and after the date on which the bidder submits its
Exceptions Response, the Bidder may not revise, modify or supplement the
Exceptions Response except in UHCSC's sole discretion.  The Exceptions response,
together with revisions, modifications and supplements to the Exceptions
Response, shall become a part of the bid only to the extent they are agreed to
by UHCSC and the Bidder.  Except as may otherwise be provided in the
instructions, the Exceptions Response, and all revisions, modifications and
supplements thereto, must contain the original signature of an authorized agent
of the Bidder.  The Exceptions Response, and all revisions, modifications and
supplements thereto, shall become the property of UHCSC.

     B.   UHCSC will consider a Bid only if the following conditions are
satisfied: (i) the Bidder submits to UHCSC the Bid prior to the Bid Opening
Time; and (ii) if requested by UHCSC in the Instructions, the Bidder submits to
UHCSC the Exceptions Response prior to the Exceptions Response Date.  UHCSC will
not accept late Bids unless UHCSC approves an extension of the Bid Opening Time
prior to the Bid Opening Time in which case all bidders will be duly notified.
In addition, UHCSC will not accept late Exceptions Responses unless UHCSC
approves an extension of the Exceptions Response Date prior to the Exceptions
Response Date in which case all bidders will be duly notified.  If UHCSC
approves the submission of a late Bid prior to the Bid Opening Time, then no
Bids received prior to the Bid Opening Time will be opened thereon and UHCSC
shall set and notify all Bidders of a new Bid Opening Time (the Bid Opening
Time, together with the new Bid Opening Time, is referred to herein as the "Bid
Opening Time").  Further, if UHCSC approves the submission of a late Exceptions
Response prior to the 'Exceptions Response Date, then no Exceptions Responses
received prior to the Exceptions Response Date will be opened thereon and USCSC
shall set and notify all Bidders of a new Exceptions Response Date (the
Exceptions Response Date, together with the new Exceptions Response Date, is
referred to herein as the "Exceptions Response Date").  A Bidder may withdraw
its Bid by delivering to UHCSC a written notice of withdrawal at any time prior
to the Bid Opening time; provided, however, if a Bidder withdraws its Bid, it
may not resubmit a Bid except in UHCSC's sole discretion.  In addition, a Bidder
may withdraw its Exceptions Response by delivering to UHCSC a written notice of
withdrawal at any time prior to the Exceptions Response Date; provided, however,
if a Bidder with-draws its Exceptions Response, it may not resubmit an
Exceptions Response except in UHCSC's sole discretion.  A Bidder may not
withdraw a Bid after the Bid Opening Time; in addition, a Bidder may not
withdraw an Exceptions Response after the Exceptions Response Date.  Bids and
Exceptions Responses submitted via facsimile machine will not be accepted.

     C.   The Bidder shall provide to UHCSC answers or clarifications to the
Bid Invitation or technical data for any product subject to the Bid within five
working days after it receives a request for answers or clarifications from
UHCSC.  All answers, clarifications and technical data provided pursuant hereto
shall become part of the Bid and shall become the property of UHCSC.

     D.   Bidders may be required to complete and submit to UHCSC a vendor
questionnaire prior to the Bid Opening Time and/or the Exceptions Response Date
for use by UHCSC in evaluating Bids.  The vendor questionnaire, and all
documentation and information submitted in response thereto, shall become the
property of UHCSC.


                                          4.

<PAGE>

     E.   At the Bid Opening Time, UHCSC will open the Bids and read
publicly the names of the Bidders.

     F.   Bidders shall keep the prices, terms and all other conditions
contained in their Bid firm for sixty days after the Bid Opening Time.

     G.   UHCSC shall have complete discretion in determining which Bidders,
if any, shall be awarded a Purchasing Agreement.  A PURCHASING AGREEMENT MAY BE
AWARDED TO A PRODUCT, A PRODUCT LINE, OR A FAMILY OF PRODUCTS CONSISTING OF SOLE
SOURCE AND MULTISOURCE PRODUCTS.  In addition to price, other factors which
UHCSC may use to evaluate Bids may include: (1) criteria which affect
acceptability, including inspection, testing, quality, workmanship, delivery,
and suitability for a particular purpose; (2) criteria which affect price,
including rebates, free goods, volume discounts, pricing on an item that is
contingent upon the award of one or more distinct, item(s) and payment terms;
(3) criteria which consider "value-added goods and services"; (4) criteria which
consider the costs of converting from the CP's existing vendor to the new
vendor; (5) criteria which consider the manner of distributing the products,
including distribution through UHCADs and certified historically underutilized
business (HUB) distributors; (6) criteria which consider the fact that the
Bidder is itself a certified HUB distributor; (7) criteria relating to the use
of generally accepted standards of electronic transmission for the processing of
orders, invoices and other transactions; and (8) criteria relating to the
payment of the Administrative Fee (as defined in Paragraph 18).

     H.   Each Bidder shall attach to its Bid or its Exceptions Response (if
the Bidder is requested to submit the same in the Instructions) its return goods
policy.  Unless otherwise agreed to in writing by UHCSC, only those portions of
a Bidder's return goods policy which are not inconsistent with the return goods
policy set forth in Paragraph 13 shall become part of its Bid.

     I.   Each Bidder shall attach to its Bid or its Exceptions Response (if
the Bidder is requested to submit the same in the Instructions) its
industry-wide policy for the minimum shipment of goods.  Unless otherwise agreed
to in writing by UHCSC, only those portions of a Bidder's industry-wide policy
which are not inconsistent with the terms of these Standard Terms and Conditions
shall become part of its Bid.

     J.   Each Bidder shall attach to its Bid the following information: (1)
the recyclability of products offered by the Bidder; (2) the amount and/or
percentage of recycled materials contained in the products offered by the
Bidder; and (3) the recycled content and/or environmental advantages of the
packaging used for the products offered by the Bidder.

     K.   Upon the Supplier's receipt of the Letter of Award, the Bid
Invitation, the Supplier's Bid, the Letter of Award and all other accompanying
documentation approved by both UHCSC and the Supplier shall constitute the
Purchasing Agreement between the Supplier and U/4CSC (the "Purchasing
Agreement").

     Bidders must submit their questions regarding the Bid Invitation in
writing to UHCSC, Suite 700, 2001 Spring Road, Oak Brook, Illinois 60521-1890.
(Please refer to the attached


                                          5.

<PAGE>

Instructions for Bid for the name of the UHCSC staff person to whom questions
should be addressed).  All questions must reference the Bid Invitation.  UHCSC's
responses to questions shall be in writing and, if pertinent to the intent or
actual performance under a Purchasing Agreement, will be copied to all Bidders.
If for any reason UHCSC gives oral responses, they shall not be binding upon
UHCSC or the CPs.

5.   PRICING.

     A.   In the Bid, the Bidder must set forth its product prices, and its
product prices must be exclusive of all distribution costs.  In operating its
group purchasing program, UHCSC's intent is to separate the costs of product
manufacture and product distribution in order to decrease both costs to the CPs.
THEREFORE, UHCSC MAY NOT ACCEPT A BID IF IT DOES NOT INCLUDE PRODUCT PRICES
EXCLUSIVE OF ALL DISTRIBUTION COSTS.

     B.   The Bidder represents and warrants that the product prices set
forth in its Bid are not higher than: (1) the prices it charged any distributor
within the past sixty days; and (2) the prices it charged any comparable
purchaser within the past sixty days; and (3) the prices offered to any EP
within the past sixty days.  "Past sixty days", as used herein, shall mean the
sixty days immediately preceding the posted date of the Bid.

     C.   Within thirty days after the posted date of the Letter of Award,
the Supplier shall submit to UHCSC, and, if requested, to each CP and UHCAD),
complete product catalogs (with list prices) and price lists with the prices
agreed to in the Purchasing Agreement (the "Award Prices").

     D.   If, from the Bid Opening Time until the expiration of the Term of
the Purchasing Agreement, the Supplier offers to any EP a price for products of
the type covered by the Purchasing Agreement that is lower than the Award Price,
then the Award Price shall automatically be amended to reflect the lower price.

     E.   The Supplier may lower the Award Prices at any time.  It may also
increase any discount at any time.

     F.   Unless lowered pursuant to Subparagraphs D or E above, or
otherwise, the Award Prices shall prevail and remain firm for the Term of the
Purchasing Agreement.

     G.   During the term of the agreement, the Supplier agrees to disclose
to any EP the existence of any applicable UHCSC contracts when an EP purchases
products covered by a UHCSC contract from the Supplier.


                                          6.

<PAGE>

6.   BID SPECIFICATIONS, DEVIATIONS AND EXCEPTIONS.

     A.   Each Bidder shall meet the terms, conditions and specifications
(including the Bid Specifications) of the Bid Invitation.  The Bidder must
describe fully in its Bid or in its Exceptions Response (if the Bidder is
requested to submit the same in the Instructions) all deviations or exceptions
thereto.  In the absence of such a description, a Bidder's Bid shall be deemed
not to contain such deviation or exception and shall be accepted as if in strict
compliance with the terms, conditions and specifications (including the Bid
Specifications) of the Bid Invitation.  If the Bid or the Exceptions Response
contains deviations or exceptions, USCSC, in its sole discretion, may reject the
Bid.  UHCSC also reserves the right to accept the Bid (and/or the Exceptions
Response) with deviations or exceptions, to waive any technicality in the Bid
(and/or the Exceptions Response) and to accept any part of the Bid (and/or the
Exceptions Response).

     B.   The Bid Specifications set forth the minimum acceptable
specifications.  The use of specific manufacturer and model numbers in the Bid
Specifications is intended to establish the design, type, construction, quality,
functional capability and/or performance level desired.  If the Bidder includes
substitutions in the Bid, the Bidder must identify the manufacturer and stock
number and must include descriptive information to establish equivalency or
superiority.  UHCSC shall be the sole judge of equivalency or superiority.  In
awarding a Purchasing Agreement, UHCSC may select a manufacturer and model
number other than that set forth in the Bid Specifications.

7.   QUANTITIES.

     A.   Quantities shown on the Bid Specifications are merely estimates
based on estimates supplied to UHCSC by selected CPs and are intended solely as
an aid to assist the Bidder to submit a Bid.

     B.   UHCSC, the CPs and the UHCADs shall have no obligation to purchase
any Products.  Failure by UHCSC, the CPs and the UHCADs to purchase the
estimated quantities shall not constitute either a breach of the Purchasing
Agreement or grounds for termination of the Purchasing Agreement.

8.   DISTRIBUTOR(S).

     A.   In awarding the Purchasing Agreement, UHCSC may give preference to
Bidders which agree to make the Products available through a distributor and, in
particular, a UHCAD.  In addition, to encourage the participation of HUB
enterprises, UHCSC may give preference to Bidders which agree to make the
Products available through a distributor or a UHCAD which is a certified HUB
distributor.

     B.   If a Bidder intends to appoint one or more SADs to distribute the
Products, the Bidder must list the SADs in its Bid.  The Supplier may not use a
SAD and may not add or delete a SAD except with UHCSC's prior written consent.
UHCSC may revoke its consent of a SAD for any reason at any time upon thirty
days' prior written notice to the Supplier.  During the term of the agreement,
the Supplier agrees to require all SADs to disclose to any EP the existence of



                                          7.

<PAGE>

any applicable UHCSC contracts when an EP purchases products covered by a UHCSC
contract from the SAD.

     C.   UHCSC shall have the right to select from among the SADs listed by
the Supplier pursuant to Paragraph 8.B one or more SADs to distribute the
Products.  The Supplier shall make whatever arrangements are necessary with the
SADs to: (1) implement the Purchasing Agreement, (2) sell at the Award Prices
the Products for resale to the CPs, and (3) insure that the Supplier's
obligations under the Purchasing Agreement are per-formed fully and completely
to the extent possible.

     D.   UHCSC and/or the CPs shall have the right to appoint one or more
UHCADs to distribute the Products to the CPs.  The Supplier shall make whatever
arrangements are necessary with the UHCADs to sell at the Award Prices the
Products for resale to the CPs.  The Supplier shall supply sufficient quantities
of the Products ordered by the UHCADs in a timely manner for the UHCADs to be
able to fulfill their obligations under their distribution agreements with
UHCSC.

     E.   The Supplier represents and warrants to UHCSC and to each CP that
its arrangements with the SADs and the UHCADs shall comply with all applicable
laws.

     F.   UHCSC and each CP shall have the right, when required by law,
regulation or internal policy, to appoint or select one or more certified HUB
distributor(s) to distribute a certain dollar amount of the Products.  The
dollar amount to be distributed shall be specified by UHCSC and/or the CP;
provided that such dollar amount shall be equal to at least the amount required
or specified by the applicable law, regulation or internal policy requiring the
appointment or selection.  The CP exercising said right shall be entitled to
make the final determination as to whether a HUB distributor is a "historically
underutilized business" and certified under its applicable state law.

     G.   By submitting a Bid, the Supplier commits to use its reasonable
efforts to appoint or select a certified HUB distributor(s) to distribute
Products on behalf of the Supplier as requested by UHCSC and/or any CP.  If
within forty-five days after the request is made, the Supplier is unable to
appoint a certified HUB distributor, the Supplier shall submit to UHCSC written
documentation containing the following information and such other information as
UHCSC may reasonably request: (1) a detailed statement of the efforts made by
the Supplier to appoint or select a certified HUB distributor; (2) a detailed
statement of the efforts made by the Supplier to negotiate with a certified HUB
distributor; and (3) as to each HUB distributor which the Supplier considers
unacceptable, a detailed statement of the reasons for the conclusion.  Failure
to submit the required documentation within the specified time may result in
termination of the Purchasing Agreement.

9.   TERM AND TERMINATION OF PURCHASING AGREEMENT.

     A.   The Purchasing Agreement shall be effective as of the effective
date set forth in the Letter of Award (the "Award Date").  Unless sooner
terminated, the Purchasing Agreement shall continue in full force and effect
through the expiration date set forth in the Bid Specifications (the "Initial
Term"); may be renewed for the period of time and in accordance


                                          8.

<PAGE>

with the procedures set forth in the Bid Specifications,.  if any (the "Renewal
Term"); and, thereafter, may be renewed at the option of UHCSC for one
additional year by delivery of written notice thereof to the Supplier not less
than ten days prior to the end of the Initial or Renewal Term.  The Initial
Term, together with the Renewal Term and any additional renewal term, if any, is
referred to herein as the "Term".

     B.   UHCSC may terminate the Purchasing Agreement for any reason
whatsoever, including changes in the market price of the Products, by delivering
not less than thirty days' prior written notice thereof to the Supplier.  UHCSC
may terminate the Purchasing Agreement immediately upon the breach of the
Purchasing Agreement by the Supplier or a SAD by delivering written notice
thereof to the Supplier.

     C.   Without limiting in any way UHCSC's right to terminate the
Purchasing Agreement upon not less than thirty days' prior written notice
pursuant to Paragraph B above, the Purchasing Agreement shall be subject to
force majeure, and in the event that the Supplier, a SA/), UHCSC, a CP or a
UHCAD shall be prevented from performing any act required thereunder by reason
of Acts of God, riots, insurrections, war or other reason of a like nature not
within the control of the party not performing any of its obligations under the
terms of the Purchasing Agreement, then performance of such obligations shall be
excused for the period of non-performance and the period for the performance of
any such obligations shall be extended for an equivalent period.

10.  ORDERING.

     A.   Depending on the method of product distribution selected by UHCSC
and/or a CP pursuant to Paragraph 2.B, the CPs shall place purchase orders with
the Supplier, the SADs or the UHCADs; provided, however, if a CP places purchase
orders with the UHCADs, then the UHCADs may place purchase orders with the
Supplier or the SAD.  Except as otherwise provided in the Bid Specifications or
as mutually agreed to by the Supplier and a CP, orders shall be placed Monday
through Friday, with delivery no later than noon the next day (Tuesday through
Saturday).  The Purchasing Agreement shall govern all orders and sales,
notwithstanding any pre-printed terms on the forms of any of the par-ties;
provided, however, to the extent the terms of the purchase orders of a CP or a
UHCAD are not in conflict or inconsistent with the Purchasing Agreement, they
are by this reference incorporated into the Purchasing Agreement as though set
forth in full therein.

     B.   The Supplier or the SADs shall submit to each CP and UHCAD which
requests it a confirmation of the CP's and the UHCAD's electronically placed
order within one hour of the Supplier's or the SADs' receipt of the same from
the CP or the UHCAD.

     C.   If the Supplier and UHCSC agree that the Products be made
available exclusively for the use by the CPs, upon thirty days' prior written
notice to the Supplier from UHCSC, the Supplier shall establish and implement
the mechanisms and procedures necessary to ensure the immediate availability of
requested Products for the exclusive use of the CPs named in the notice.


                                          9.

<PAGE>

     D.   The Supplier or the SADs shall keep the CPs and the UHCADs
continuously informed of the status of product orders placed directly by them.
The Supplier or the SADs shall communicate product order status in one of three
ways: (1) the Supplier's or the SADs' computer print back to the computer
printer of the CPs and the UHCADs; (2) access to the Supplier's or the SADs'
computer via CP and UHCAD computer inquiry; and (3) personal telephone call from
the Supplier's or the SADs' personnel to the CP and the UHCAD.  The Supplier or
the SADs shall consult with each CP and UHCAD to determine the best method of
communicating product order status, and shall implement the method selected by
each CP and UHCAD.

     E.   Unless otherwise agreed to in writing by UHCSC, notwithstanding
the provisions of this Paragraph 10, the Supplier and the SADs shall use their
best efforts to assist the CPs and the UHCADs to obtain Products on an emergency
basis, including providing the CPs and the UHCADs with a list of responsible
persons who can assist them to make orders twenty-four hours per day, seven days
a week.

     F.   Upon the written approval of UHCSC, the Supplier may appoint in
addition to a SAD an agent to perform some or all of its obligations under the
Purchasing Agreement, including the Supplier's record keeping and reporting
obligations; provided, however, that the Supplier's appointment of an agent
shall not relieve the Supplier of its obligations under the Purchasing Agreement
and the agent shall perform fully and completely all of the Supplier's
obligations applicable to it.

     G.   The Supplier represents and warrants to UHCSC and the CPs that the
Products are, if required, registered, and will not be distributed, sold or
priced by the Supplier or the SADs in violation of any federal, state or local
law.

     H.   The Supplier represents and warrants that as of 'the date of
delivery to the CPs and the UHCADs all Products will not be adulterated or
misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as
amended, from time to time, and will not violate or cause a violation of any
applicable law, ordinance, rule, regulation or order.  The Supplier agrees it
will comply, and will ensure that the SADs comply, with all Good Manufacturing
Practices contained in 21 C.F.R.  Part 820, as amended, from time to time, which
are applicable to the Supplier and the SADs.

     I.   Purchase orders placed directly with the Supplier or the SADs by
the CPs via the UHC Electronic Data Interchange Network, when available, will be
entitled to an additional discount of 1% of the total dollar value of the
purchase order.  The discount shall be paid to each CP in the form of a credit
memo which clearly references the applicable purchase order number.

     J.   The Supplier or the SADs shall keep the CPs and the UHCADs
informed regarding back-orders and shall advise them when back-orders are
available.  The Supplier or the SADs shall ship back-orders from alternate
locations if the back-orders are available at such alternate locations and if
shipment from such alternate locations is requested.  Unless otherwise agreed to
in writing by USCSC and/or a CP, notwithstanding anything to the contrary
herein, the Supplier and the SADs shall fill the CPs' back orders within five
days.


                                         10.

<PAGE>

11.  DELIVERY AND RISK OF LOSS.

     A.   Products shall be delivered F.O.B.  CP, unless otherwise requested
by the CP, or F.O.B.  UHCAD, unless otherwise requested by the UHCAD).  F.O.B.
CP or F.O.B.  UHCAD shall mean that the Supplier shall bear all transportation
costs associated with the delivery and the risk of all loss or damage to the
Products until such Products have been accepted by the CP or the UHCAD.

     B.   Minimum shipment for Products shall be in accordance with the CP's
requirements, or in the absence of such requirements, the Supplier's
industry-wide policy attached to its Bid pursuant to Paragraph 4.I.

     C.   Products shall not be delivered to the CPs or the UHCADs by the
Supplier or by the SADs without a packing list and without the applicable
purchase order number set forth on the packing slip, carton label and invoice.

     D.   The Supplier or the SADs shall immediately give to UHCSC, the CPs
and the UHCADs written, or verbal followed by written, notice of any actual or
potential problem, such as a labor dispute, which could delay or threaten to
delay the timely delivery of Products by the Supplier or the SADs.

     E.   A CP or a UCAD shall have not less than thirty days from the date
of delivery to the CP or installation of the Products in the CP, whichever is
later, to inspect the Products and notify the Supplier or the SAD of any defects
with the Products or any non-conformance with the terms of the Purchasing
Agreement, in which case the CP or the UHCAD shall be entitled to reject any
defective or nonconforming Products or to set off the price of the defective or
nonconforming Products against any obligations due from the CP or the UHCAD to
the Supplier or the SAD.

     F.   Even though a CP or a UHCAD may be deemed to have accepted
Products under the Purchasing Agreement, the CP or the UHCAD shall be entitled
to seek damages and other relief (as appropriate) if the Products are later
determined to be defective or to be in breach of any warranty covering the
Products.

     G.   Unless otherwise provided in the Bid Specifications, the Supplier
or the SADs shall fill fully each purchase order for Products submitted by a CP
or a UHCAD; and, for each CP, the Supplier's or the SAD's fill rate on the first
delivery of each line item of each order shall be 98%, calculated by multiplying
100 times the quotient of the total lines shipped divided by the total lines
ordered.

     H.   If the Supplier is or the SADs are unable to ship Products
pursuant to the terms of the Purchasing Agreement, the Supplier or the SADs may
offer to the CP or the UHCAD substitute Products which may be accepted or
rejected in the sole discretion of the CP.   The CP must approve all
substitutions prior to shipment.

     I.   In the event of the default of the Supplier or the SAD or its
failure to perform in accordance with the terms of the Purchasing Agreement, or
under circumstances of its inability to fulfill Purchasing Agreement commitments
due to product certification issues (e.g.,


                                         11.

<PAGE>

NDA/ANDA status, batch certification, etc.), the CP or the UHCAD may purchase
the Products from other sources and the Supplier shall be liable and responsible
to the CP or the UHCAD for all reasonable costs in excess of the Award Price
plus any other damages which UHCSC, the CP or the UHCAD may incur.  If the
Supplier or the SAD fails to disclose to an EP the existence of an applicable
UHCSC contract, the Supplier shall be liable and responsible to the EP for all
reasonable costs in excess of the Award Price plus any other damages which
UHCSC, the EP or the UHCAD incur.

     J.   If applicable, sterile Products and other Products with a limited
shelf life sold by the Supplier pursuant to the Purchasing Agreement shall have
expiration dates as long as possible.  Unless required by stability
considerations, there shall not be less than a eighteen month interval between a
Product's date of delivery by the Supplier or the SADs to the CP or by the
Supplier or the SADs to the UHCAD and its expiration date.

12.  INVOICING AND PAYMENTS.

     A.   The party directly placing the purchase order with the Supplier or
the SADs shall alone be liable or responsible for payment for the Products
ordered.  If the UHCAD directly places the purchase order, neither UHCSC nor any
CP shall be liable or responsible for the purchase; if a CP directly places the
purchase order, neither UHCSC nor any other CP shall be liable or responsible
for the purchase.

     B.   The party directly placing the purchase order shall make payment
in accordance with the terms of the purchase order (to the extent such terms are
not in conflict or inconsistent with the terms of the Purchasing Agreement);
provided, however, if a CP directly places the purchase order, it shall not be
required to make payment until the Products purchased have been delivered,
installed (if required), inspected and accepted as specified in Purchasing
Agreement.  Unless otherwise specified in the Purchasing Agreement, the CP shall
have fifteen days to inspect and accept the Product from the date the Product is
delivered or is installed, whichever is latter.

     C.   The Supplier or the SADs shall submit invoices to the CP or the
UHCAD in accordance with instructions contained on the purchase orders including
reference to the purchasing order number.  Unless otherwise requested by a CP,
invoices shall be sent in triplicate to the invoice payment processing address
shown on the purchase order; if no address is shown, invoices shall be sent to
the "ship to" address or to such other address as the CP or the UHCAD may
instruct.  The Supplier and the SAD shall identify on the invoices the
quantities and types of Products ordered; the status of each Product if the
quantities ordered are not delivered; and such other information as UHCSC may
reasonably request from time to time.

     D.   Invoice discounts shall be determined from the date of receipt of
the invoice and/or the date of acceptance of the Products.  Cash discount terms
stated on the Bid must be shown plainly on the invoice; however, cash discounts
not shown on the invoice but included in the Bid may be taken.  In addition,
discounts set forth on the invoice, but not included in the Bid, may be taken.


                                         12.

<PAGE>

     E.   Errors on the invoices of the Supplier or the SADs must be
corrected within fourteen days from (1) discovery by the Supplier or the SADs or
(2) notification to the Supplier or the SADs.

     F.   Unless otherwise provided in the Bid Specifications, invoice terms
of the Purchasing Agreement shall be 2% 15, net 30.

     G.   The Supplier shall assist UHCSC and any CP with an interest in
developing or the capability of developing an electronic invoice system to
develop such a system.  UHCSC's or the CP's development and implementation of
such a system will entitle the CP with such a system to an additional discount
of 0.5% from any invoice paid through such a system.

     H.   The Supplier shall assist UHCSC and any CP with an interest in
developing or the capability of developing an electronic fund transfer system to
develop such a system.  UHCSC's or the CP's development and implementation of
such a system will entitle the CP with such a system to an additional discount
of 0.5% from any invoice paid through such a system.

13.  RETURN GOODS POLICY.

     A.   Unless prohibited by law, the CP or the UHCAD, without
authorization from the Supplier or the SAD, or waiver of other claims, may
return Products ordered by it to the Supplier or the SAD under any of the
following circumstances: (1) the Product is ordered or shipped in error; (2) the
Product is no longer needed by the CP due to deletion from its standard supply
list, e.g., formulary, or changes in usage patterns, provided the Product is
returned at least six months prior to its expiration date and is in a
re-saleable condition; (3) the Product is received outdated or is otherwise
unusable; (4) the Product is received damaged, or is defective or nonconforming;
(5) the Product is one which a product manufacturer or supplier specifically
authorizes for return through a distributor; or (6) the Product is recalled.

     B.   If Products are returned pursuant to Subparagraph A above, the
Supplier or the SAD to which it is returned shall pay the freight for the
returned Products, shall bear all risk of loss or damage to the Products from
and after the time they leave the physical possession of the CP or the UHCAD and
shall credit the CP or the UHCAD for the returned Products.  The CP or the UHCAD
shall determine the type of credit for returned Products (i.e., replacement
products, credit memo, etc.).  If the CP or the UHCAD elects credit, the
Supplier or the SAD shall issue the credit within seven days after its receipt
of the returned Product.

     C.   The right of the CP or the UHCAD to return Products is in addition
to and not a limitation on any other rights and remedies it may have.

14.  PRODUCT RECALLS.

     The Supplier shall immediately give UHCSC, the CPs' Purchasing Office and
the UHCADS written, or verbal followed by written, notice of any and all recalls
of the Products, or of any products whose recall might affect the availability
of such Products.  If the recalled Product is a pharmaceutical, the Supplier
shall also send written notice of the recall to the Director of Pharmacy of each
CP.


                                         13.

<PAGE>

15.  PACKAGING.

     The Supplier shall give written notice to UHCSC, the CPs and the UHCADs
of any change in packaging for any Products at least sixty days prior to the
actual change.  UHCSC reserves the right to cancel the Purchasing Agreement
immediately upon receipt of notification of the change or any time thereafter by
delivering written notice thereof to the Supplier.

16.  QUALITY LEVEL.

     Unless otherwise indicated in the Bid Invitation or unless agreed upon by
a CP in connection with Products it may order, all Products shall be new.
Products which are demonstrators, used, obsolete, seconds, or which have been
discontinued are unacceptable unless otherwise specified in the Bid Invitation
or the CP accepts delivery after receiving notice of the condition of the
Products.

17.  REPORTS.

     A.   If requested by a CP, within forty-five days after the end of a
month ("Reporting Month"), the Supplier shall submit to the CP the following
reports:

               (1)  A computer print-out listing alphabetically all
     Products purchased by and delivered to the CP during the Reporting Month,
     the current price of each Product, the total quantity of Products
     purchased during the most recent twelve months ending with the end of the
     Reporting Month and the total price for such quantity purchased.

               (2)  A computer print-out with all the information
     described in Paragraph 17.A(1), but arranged in de-creasing order by
     total dollars for the twelve month period ending with the end of the
     Reporting Month.

               (3)  A computer print-out listing alphabetically all
     Products which are stocked by the Supplier or the SAD, their current
     prices, and their order entry numbers.

               (4)  A computer print-out listing fill-rates for the
     Reporting Month determined in accordance with the description of
     fill-rate set forth in Paragraph 11.G.

               (5)  Such other reports as the CP may reasonably request.

     B.   Within forty-five days after the end of the Reporting Month, the
Supplier shall submit to UHCSC the following reports:

               (1)  A report listing the total dollar purchases of each
     CP for the Reporting Month.

               (2)  A report itemizing the purchases of each CP for the
     Reporting Month, which report shall contain, at a minimum, a description
     of the Products purchased, the number of units purchased and the total
     dollar amount of the products purchased.


                                         14.

<PAGE>

     C.   The reports listed in Subparagraphs A and B above shall be in hard
print form and/or in machine readable form (i.e., tape or diskette) in
accordance with UHCSC established specifications.

18.  ADMINISTRATIVE FEE.

     A.   The Supplier shall remit to UHCSC as an administrative fee (the
"Administrative Fee") an amount equal to 2 % of the total dollar amount of all
purchases made under the Purchasing Agreement by the CPs and the UHCADs and
shall be calculated based on the Supplier's Award Prices.  The Administrative
Fee shall be paid to UHCSC within fifteen days after the end of each month and
shall be calculated based upon said month's purchases.  In determining the total
dollar amount of said month's purchases, Products purchased under the Purchasing
Agreement by CPs which became CPs during said month pursuant to the terms of
Paragraph 3B of these Standard Terms and Conditions shall be included in such
determination.  If the Supplier and UHCSC enter into another purchasing
agreement for products not covered by the Purchasing Agreement providing for the
payment of an administrative fee, the Supplier may make payment of such
administrative fee thereunder in one consolidated payment provided the Supplier
provides UHCSC a report breaking down the administrative fee amounts
attributable to each purchasing agreement.  If the Administrative Fee is not
timely paid when due, UHCSC shall be entitled to receive interest on the unpaid
amount at the rate of 1 and 1/2% per month, or the greatest amount permitted by
law, whichever is greater.

     B.   The Supplier shall pay the Administrative Fee by check made
payable to the "University HealthSystem Consortium Services Corporation."  All
checks should reference the Purchasing Agreement number and should be mailed to
the following address:

     University HealthSystem Consortium
     Services Corporation
     Suite 700
     2001 Spring Road
     Oak Brook, Illinois 60521-1890
     Attention: Accounts Receivable

19.  SALES CALLS.

     The Supplier shall consult with each CP to establish a specific
time-table for sales calls by sales representatives.  The Supplier shall
establish the times of the sales calls to satisfy the needs of the CP.

20.  WARRANTY.

     A.   The Supplier shall warrant the Products against defects in
material, workmanship and design for the period set forth in the Bid.  The
Supplier shall make all necessary arrangements to assign any such warranty to
the CPs where the Products are distributed to the CPs through an authorized
distributor.  If the purchased Products are equipment, the manufacturer's
standard warranty shall apply at a minimum and must be honored by the Supplier.
The Supplier represents and warrants that the Products shall conform to the
specifications, drawings, and samples furnished by the Supplier or contained in
the Bid


                                         15.

<PAGE>

Specifications, shall be free from defects in material, workmanship and design,
and shall be safe for their intended use.  If any Products are defective and a
claim is made by a CP or a UHCAD on account of such defect during the warranty
period, the Supplier shall, at the option of the CP or the UHCAD, either replace
the defective Products or credit the CP or the UHCAD.  The Supplier shall bear
all costs of returning and replacing the defective Products, as well as all risk
of loss or damage to the defective Products from and after the time they leave
the physical possession of the CP or the UHCAD.

     B.   The warranties contained in this Paragraph 20 shall survive any
inspection, delivery, acceptance or payment by a CP or a UHCAD.  In addition, if
there is at any time wide-spread failure of the Products even after the warranty
period has ended, the CP or the I/HCA may return all said Products for credit or
replacement, at its option.  The remedies of this Paragraph 20 shall not be
applicable where the defect is the direct result of an act or failure to act by
the CP or the UHCAD.  The remedies of this Paragraph are in addition to and not
a limitation on any other rights or remedies that may be available against the
Supplier.

21.  DISPUTES.

     The Supplier shall use its best efforts to resolve any dispute between it
or a SAD and a CP or a UHCAD through negotiation.  If the Supplier fails to
resolve the dispute within a reasonable time, the Supplier shall submit such
dispute to UHCSC which may attempt, in its sole discretion, to assist in the
resolution of the dispute.

22.  ARBITRATION.

     UHCSC and the Bidder mutually agree that any controversy which may arise
between them from the Award Date until the expiration of the Term of the
Purchasing Agreement shall be resolved as follows: Whenever a controversy
between them shall arise, the parties shall first use their good faith best
efforts to resolve the controversy.  If, following such attempt, the controversy
remains unresolved for a period of at least thirty days, either party may
request arbitration by written notice to the other party.  Within ten days after
receipt of such written request, the parties shall mutually select an
arbitrator.  If the parties cannot agree upon an arbitrator within such ten day
period, within ten days thereafter, they shall jointly submit or either one of
them may submit a request to the American Arbitration Association to select an
arbitrator.  Within thirty days after the selection of an arbitrator, the
arbitrator shall conduct a formal hearing into the matter in dispute according
to the applicable rules of the American Arbitration Association then in effect.
All costs of arbitration, including the arbitrator's fee and transcript
expenses, but excluding the parties' legal expenses, shall be borne equally by
the parties.  The arbitrator's award or decision may be enforced according to
the provisions of Illinois law.

23.  INSOLVENCY.

     If the Supplier should become bankrupt or insolvent or make an
unauthorized assignment or go into liquidation or should proceedings be
initiated for the purpose of having a receiving order or winding up order made
against the Supplier, or should the Supplier apply to the courts for protection
from its creditors, then and in any such case, UHCSC and the CPs may, without


                                         16.

<PAGE>

prejudice to any of their other rights, demand adequate assurances of
performance under the Purchasing Agreement and suspend their obligations
thereunder until the Supplier's financial position appears satisfactory.
Failing such assurances, UHCSC may terminate the Purchasing Agreement by written
notice to the Supplier.

24.  NONPAYMENT BY OR INSOLVENCY OF THE UHCAD.

     If the UHCAD should fail to pay the Supplier or the SAD for Products or
should become bankrupt or insolvent or make an unauthorized assignment or go
into liquidation or should proceedings be initiated for the purpose of having a
receiving order or winding up order made against the UHCAD, or should the UHCAD
apply to the courts for protection from its creditors, then and in any such
case, the Purchasing Agreement shall, not terminate, but the Supplier shall have
the right, upon prior notice to UHCSC and the CPs, to discontinue providing
Products through the UHCAD, and the Supplier shall thereafter provide Products
to the CPs directly, through a SAD or through another UHCAD, as directed by
UHCSC.

25.  EXISTING CONTRACTS.

     The Bidder agrees that without penalty or liability of any kind each EP
with which the Bidder has a contract or contracts in force as of the Award Date
for the Products may terminate any such existing contract or contracts with the
Bidder within thirty days after either the Award Date or the date the EP becomes
a CP, whichever is latter, by delivering written notice thereof to the Bidder.
The foregoing right of termination shall apply irrespective of whether the
Bidder is awarded a Purchasing Agreement.

26.  BILATERAL CONTRACTS.

     The Supplier and a CP, at their election, may enter into a bilateral
contract in respect to the Products; provided, however, notwithstanding anything
to the contrary in the bilateral contract, the following conditions shall apply
with respect to such bilateral contract: (1) except with the prior written
consent of UHCSC, the terms of the Purchasing Agreement shall supersede the
terms of the bilateral contract in the event of conflict or inconsistency; (2)
unless required by UHCSC, execution of the bilateral contract by the CP shall
not be necessary for a CP to qualify as a CP and to purchase Products pursuant
to the Purchasing Agreement; and (3) the term of the bilateral contract shall be
coterminous with the Term of the Purchasing Agreement.  The Supplier shall
provide UHCSC with a copy of the bilateral contract and any amendments thereto
for approval prior to their execution.  No bilateral contract or any amendments
thereto shall become effective unless first approved in writing by UHCSC.  If
approved, the Supplier shall provide UHCSC with an executed copy of the
bilateral contract or any amendment thereto within fifteen days after execution
by both the Supplier and the CP.

27.  PATENT INFRINGEMENT.

     The Supplier represents and warrants that the Products will be
manufactured or produced in accordance with applicable federal labor laws and
that sale or use of the Products will not infringe any United States patent.
The Supplier will, at its own expense, defend every suit which shall be brought
against UHCSC, a CP or a UHCAD (provided that the Supplier is notified in
writing of such suit and the papers therein are delivered to it) for any alleged
infringement of any


                                         17.

<PAGE>

patent by reason of the sale or use of the Products and shall pay all costs,
damages and profits recoverable in any such suit.

28.  INSURANCE.

     A.   The Supplier shall maintain and keep in force during the Term of
the Purchasing Agreement product liability, general public liability and
property damage insurance against any insurable claim or claims which might or
could arise regarding Products purchased by the CPs or by the UHCADs from the
Supplier or a SAD under the Purchasing Agreement.  Such insurance shall contain
a minimum combined single limit of liability for bodily injury and property
damage in the amounts of not less than $1,000,000 per occurrence and $10,000,000
in the aggregate; shall name UHCSC, the CPs and the UHCADs, as their interests
may appear, as additional insured, and shall contain an endorsement providing
that the carrier will provide directly to all named insured copies of all
notices and endorsements.  The Supplier shall provide to UHCSC in its Bid and
thereafter within fifteen days after UHCSC's request, an insurance certificate
indicated the foregoing coverage, issued by an insurance company licensed to do
business in the relevant states and signed by an authorized agent.

     Notwithstanding anything to the contrary in this Paragraph, the Supplier
may maintain a self-insurance program for all or any part of the foregoing
liability risks, provided such self-insurance policy in all material respects
complies with the requirements applicable to the product liability, general
public liability and property damage insurance set forth in this Paragraph.  The
Supplier shall provide UHCSC in its Bid, and thereafter within fifteen days
after UHCSC's request: (1) the self-insurance policy; (2) the name of the
company managing the self-insurance program and providing reinsurance, if any;
(3) the most recent annual reports on claims and reserves for the program; and
(4) the most recent annual actuarial report on such program.

     The Supplier shall not amend in any material respect that affects the
interests of UHCSC, the CP, and the UHCAD, or terminate said liability insurance
or self-insurance program except after thirty days' prior written notice to
UHCSC and shall provide to UHCSC copies of all notices and endorsements as soon
as practicable after it receives or gives them.

     B.   The Supplier shall (1) cause each SAD to agree to maintain and
keep in force during the Term of the Purchasing Agreement product liability,
general public liability and property damage insurance in coverage amounts
deemed reasonable under industry standards against any insurable claim or claims
which might or could arise regarding Products purchased by the CPs or by the
UHCADs under the Purchasing Agreement, (2) name UHCSC, the CPs and the UHCADs as
additional insured in any such insurance policy as their interests may appear,
and (3) furnish to UHCSC (upon its request) an insurance certificate indicating
the foregoing coverage, issued by an insurance company licensed to do business
in the relevant states and signed by an authorized agent.  If the SAD refuses or
fails to agree to the foregoing, the Supplier shall immediately notify UHCSC.

29.  COMPLIANCE WITH LAW.

     The Supplier represents and warrants that to the best of its knowledge,
after due inquiry, it is in compliance with all federal and state statutes,
laws, ordinances and regulations applicable


                                         18.

<PAGE>

to it (the "Legal Requirements") which are material to the operation of its
business and the conduct of its affairs, including Legal Requirements pertaining
to the safety of the Products, occupational health and safety, environmental
protection, nondiscrimination, antitrust, and equal employment opportunity.
During the Term of the Purchasing Agreement, the Supplier shall: (1) promptly
notify UHCSC of any lawsuits, claims, administrative actions or other
proceedings asserted or commenced against it which assert in whole or in part
that the Supplier is in noncompliance with any Legal Requirement which is
material to the operation of its business and the conduct of its affairs and (2)
promptly provide UHCSC with true and correct copies of all written notices of
adverse findings from the U.S.  Food and Drug Administration ("FDA") and all
written results of FDA inspections which pertain to the Products.

30.  HOLD HARMLESS.

     A.   The Supplier shall indemnify and hold harmless, and, if requested,
defend UHCSC, the CPs and the UHCADs, and their respective officers, directors,
regents, agents and employees, from and against any claims, liabilities,
damages, actions, costs and expenses (including reasonable attorneys fees and
court costs) of any kind or nature, whether at law or in equity, arising from or
caused by (1) the breach of any representation, warranty, covenant or agreement
of the Supplier contained in the Purchasing Agreement or (2) the condition of
any Product sold pursuant to the Purchasing Agreement, existing at the time of
its delivery, including a defect in material, .workmanship or design; provided
that such indemnification and promise to indemnify, defend and hold harmless
shall not be applicable where the claim, liability, damage, action, cost or
expense arises as a result of an act or failure to act of UHCSC, the CP or of
the UHCAD.

     B.   This Paragraph and the obligations contained herein shall survive
the expiration or earlier termination of the Purchasing Agreement.  The remedies
of this Paragraph are in addition to and not a limitation on any other rights or
remedies that may be available against the Supplier.

31.  ANCILLARY AGREEMENTS.

     A.   Within thirty days after UHCSC sends a letter of award to a UHCAD,
UHCSC shall submit to the Supplier a summary of the distributor agreement
entered into by UHCSC and the UHCAD.

     B.   Within thirty days after the Supplier awards a contract to a SAD
for the Products, the Supplier shall notify UHCSC of the distributor agreement
entered into by the Supplier and the SAD.

32.  CHOICE OF LAW.

     The Purchasing Agreement shall be governed by and construed in accordance
with the internal substantive laws of the State of Illinois and the Illinois
courts shall have jurisdiction over all matters relating to the Purchasing
Agreement; provided, however, in the event of a dispute between a CP and the
Supplier, at the option of the CP, the Purchasing Agreement shall be governed by
and construed in accordance with the internal substantive laws of the state in
which


                                         19.

<PAGE>

the CP is located and the courts of the state in which the CP is located shall
have jurisdiction over the dispute.

33.  INDEPENDENT CONTRACTOR.

     Each UHCAD is an independent contractor and is not an agent or employee
of UHCSC or any CP.  UHCSC, the CPs and their respective officers, directors,
regents, agents and employees shall not be responsible or liable for any claim,
damage or loss of the Supplier or any third party arising out of or resulting
from the act or failure to act of a UHCAD.

34.  REPRESENTATIONS AND WARRANTIES OF THE SUPPLIER.

     In addition to the Supplier's other representations and warranties
contained herein, the Supplier represents and warrants to UHCSC and to each CP
as follows: (1) neither the Purchasing Agreement nor the transactions
contemplated therein will violate, breach or cause a default under any provision
of the charter or bylaws of the Supplier or any agreement, order, judgment,
decree, or other restriction of any kind to which the Supplier is a party or by
which it or any of its assets is bound or affected, or violate any law or
regulation; and (2) the Purchasing Agreement and the transactions contemplated
therein have been duly authorized and approved by all necessary action under
applicable laws or otherwise, and the Purchasing Agreement has been duly
executed by and constitutes the legal, valid and binding obligation of the
Supplier, enforceable by UHCSC and/or the CPs in accordance with its terms.

35.  OMNIBUS RECONCILIATION ACT.

     To the extent that Section 1861(V) (1) (I) of the Social Security Act, as
amended, (the "Statute") is applicable to the Purchasing Agreement, the Supplier
shall comply with the following requirements of the Statute:

     A.   Until the expiration of four years after the services are
furnished under the Purchasing Agreement, the Supplier shall make available,
upon written request to the Secretary of the Department of Health and Human
Services ("HHS"), or upon request to the Comptroller General, or their duly
authorized representatives, the Purchasing Agreement, and all the books,
documents and records of the Supplier that are necessary to certify the nature
and extent of the costs incurred by the CPs under the Purchasing Agreement; and

     B.   If the Supplier carries out any of its duties through a
subcontract, with a value or cost of $10,000 or more over a twelve-month period,
with a related organization (as the term is defined with regard to a provider in
42 C.F.R.  Section 405.427(b)), the subcontract shall contain a clause to the
effect that until the expiration of four years after the services are furnished
pursuant to the subcontract, the related organization shall make available, upon
written request to the Secretary of the Department of HHS, or upon request to
the Comptroller General, or any of their duly authorized representatives, the
subcontract, and all the books, documents and records of such organization that
are necessary to verify the nature and extent of such costs.


                                         20.

<PAGE>

36.  OBLIGATIONS OF UHCSC.

     A.   UHCSC shall, after the award of the Purchasing Agreement, deliver
a summary or copy of the Purchasing Agreement to each CP and each UHCAD and
shall, from time to time, at the request of the Supplier, deliver to each CP and
each UHCAD such materials supplied by the Supplier to UHCSC which relate to the
purchase of Products.

     B.   UHCSC shall notify in writing the Supplier of the identity of each
CP and each UHCAD which becomes or ceases to be a CP or a UHCAD during the Term
of the Purchasing Agreement.  The Supplier acknowledges and agrees that any
institution that becomes a CP or a UHCAD during the Term of the Purchasing
Agreement shall be deemed a "CP" or a "UHCAD" hereunder.

37.  CERTIFICATION OF INDEPENDENT PRICE DETERMINATION.

     The Bidder certifies, and in the case of a joint Bid, each Bidder thereto
certifies as to its own organization, that: (1) the Bidder has not either
directly or indirectly entered into any agreement, participated in any collusion
or otherwise taken any action or restraint of free competitive bidding in
connection with the Bid Invitation; (2) the prices in the Bid have been arrived
at independently without consultation, communication, or agreement, as to any
matter relating to such prices with any other Bidder or with any competitor; (3)
unless otherwise required by law, the prices quoted in the Bid have not been
knowingly disclosed by the Bidder and will not be knowingly disclosed by the
Bidder directly or indirectly to any other Bidder or to any competitor; and (4)
no attempt has been made or will be made by the Bidder to induce any other
person or firm to submit or not to submit a Bid for the purpose of restricting
competition.

38.  DEFENSE OF THE PURCHASING AGREEMENT.

     The Supplier shall, at its own expense, take such action as is reasonably
necessary to defend the validity and enforceability of the Purchasing Agreement
against any allegation in any litigation or proceeding commenced against it by a
third party to the effect that the Purchasing Agreement is unlawful or
unenforceable, and UHCSC shall cooperate with the Supplier in such defense.  If
UHCSC is a party to any litigation or proceeding involving such an allegation,
the Supplier shall cooperate with UHCSC in its defense thereof.

39.  THIRD PARTY BENEFICIARIES.

     Each CP and UHCAD is an intended third party beneficiary of the
Purchasing Agreement.  All terms and conditions of the Purchasing Agreement
shall inure to the benefit and be enforce-able by the CP and its successors and
assigns and all terms and conditions of the Purchasing Agreement which are
applicable to the UHCAD shall inure to the benefit and be enforceable by the
UHCAD and its successors and assigns.

40.  AUDIT OF PRICING.

     The Supplier shall allow UHCSC or its representatives to make periodic
visits for the express purpose of auditing invoices to ensure correct pricing
and performance under the Purchasing Agreement.  All visits will be at a
mutually agreed upon time.



                                         21.

<PAGE>

41.  NOTICES.

     All notices or other communications required or permitted under the
Purchasing Agreement shall be in writing and shall be deemed sufficient when
mailed by United States mail, or delivered in person against receipt to the
party to which it is to be given, at the address of such party set forth below:

     If to the Supplier:

          BY MAIL OR BY HAND DELIVERY
          to the Address Set Forth by the Supplier
          in the Bid

     If to UHCSC:

          BY MAIL OR BY HAND DELIVERY
          University HealthSystem Consortium
          Services Corporation
          2001 Spring Road
          Suite 700
          Oak Brook, Illinois 60521-1890

     If to a CP:

          BY MAIL OR BY HAND DELIVERY
          TO THE CORRECT ADDRESS OF THE
          COMMITTED PARTICIPANT

or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Paragraph.

42.  USE OF NAME, LOGOS, ETC.

     The Supplier agrees (and shall obtain a similar agreement from each SAD)
that it shall not use in any way in its promotional, informational or marketing
activities or materials the name of UHCSC or any CP, the trademarks, logos or
symbols of UHCSC or any CP, a description of the business or activities of UHCSC
or any CP, or the award or content of the Purchasing Agreement without in each
instance first obtaining the prior written consent of UHCSC.

43.  CONFIDENTIAL INFORMATION.

     A.   The Supplier agrees (and shall obtain a similar agreement from
each SAD) that it shall: (1) keep strictly confidential and hold in trust all
confidential information of UHCSC and the CPs; (2) not use the confidential
information for any purpose other than the performance of its obligations under
the Purchasing Agreement, without the prior written consent of UHCSC; (3) not
disclose the confidential information to any third party (unless required by
law) without the prior written consent of UHCSC; and (4) not later than thirty
days after the expiration or earlier


                                         22.

<PAGE>

termination of the Purchasing Agreement', return to UHCSC, or the CP, as the
case may be, the confidential information.

     B.   "Confidential information", as used in Subparagraph A above, shall
consist of all information relating to the prices and usage of the Products
(including all information contained in the reports produced by the Supplier
pursuant to Paragraph 17) and all documents and other materials of UHCSC and the
CPs containing information relating to the programs of UHCSC and the CPs of a
proprietary or sensitive nature not readily available through sources in the
public domain.  In no event shall the Supplier provide to the EPs any
information relating to the prices it charges the CPs or the UHCADs for Products
ordered pursuant to the Purchasing Agreement without the prior written consent
of UHCSC.

44.  NON-ASSIGNMENT.

     A.   The Purchasing Agreement shall be binding upon and inure to the
benefit of the respective legal representatives, agents, successors and assigns
of UHCSC and the Supplier.  "Successors", as used herein, shall include
successors in interest and successors in ownership, operation and control, and
shall include a successor corporation or other legal entity resulting from a
merger or consolidation and a corporation or other legal entity which acquires
all or substantially all of the assets of the acquired party.

     B.   No assignment of the rights thereunder may be made without the
prior written consent of the other party; except that UHCSC may assign its
rights and obligations to any affiliate of UHCSC.  Any assignment of such rights
by either party in violation of this Paragraph shall not relieve that party of
the responsibility of performing its obligations thereunder to the extent that
such obligations are not satisfied in full by the assignee of such assignor.

45.  HEADINGS.

     Headings in the Bid Invitation are for convenience and reference only,
and shall in no way be held to explain, modify, amplify or aid in its
interpretation, construction or meaning.

46.  SEVERABILITY.

     Whenever possible, each provision of the Bid Invitation shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of the Bid Invitation shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of the Purchasing Agreement.

47.  INSERVICE TRAINING.

     The Supplier will provide inservice training at its own cost for
pertinent Products as requested by UHCSC or the CPs prior to and during the Term
of the Purchasing Agreement.


                                         23.

<PAGE>

48.  ENTIRE AGREEMENT.

     A.   These Standard Terms and Conditions of Bid shall apply to any
purchase order issued by a CP or a UHCAD under the Purchasing Agreement unless
the special conditions set forth in Appendix A (e.g., "Special Conditions
Pharmaceutical"; "Special Radio-pharmaceuticals;" etc.) are applicable because
the products subject thereto are described in Appendix A.  In such case, the
special conditions shall apply in addition to these Standard Terms and
Conditions of Bid and shall supersede these Standard Terms and Conditions of Bid
in the event of conflict or inconsistency.

     B.   The Purchasing Agreement, together with each CP's or each UHCAD's
purchase order (to the extent the terms of such purchase order are not in
conflict or inconsistent with the terms of the Purchasing Agreement) shall
constitute the entire agreement between each CP or each UHCAD and the Supplier
and no other terms and conditions in any document, acceptance, or acknowledgment
shall be effective or binding upon a CP or a UHCAD unless expressly agreed to in
writing by a CP.

Supplier:
          -----------------------------------------------------------------
ADDRESS:
          -----------------------------------------------------------------

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

          -----------------------------------------------------------------
SIGNATURE:
          -----------------------------------------------------------------
TITLE:                             DATE:
          ------------------------      --------------------------------










                                         24.

<PAGE>

1.0  INTRODUCTION

The Special Terms and Conditions Capital Equipment Purchasing Program set forth
in this document are incorporated into and should be considered part of the
UHCSC Standard Terms and Conditions of Bid for Supplier agreement.  These
Special Terms and Conditions apply only to capital equipment products and
services, and will be considered in addition to the Standard Terms and
Conditions of Bid.  In the event of conflict or inconsistency, these Special
Terms and Conditions will supersede any other terms and conditions set forth in
the Standard Terms and Conditions of Bid.  All defined terms used herein which
are not defined in these Special Terms and Conditions shall have the meaning
given those terms in the Standard Terms and Conditions of Bid.

2.0  FDA REQUIREMENTS

A Bidder shall provide evidence satisfactory to UHCSC to demonstrate compliance
with the below specified provisions of the federal Food, Drug and Cosmetic Act
(FD&C Act").

2.1  PREMARKET REVIEW.


A Bidder shall provide, together with each Bid, evidence satisfactory to
demonstrate compliance with Food and Drug Administration ("FDA") premarket
review requirements, if any, of the device subject to the Bid.  Ordinarily, for
each device reviewed by FDA under Section 510(k) of the FD&C Act a letter is
received from the FDA determining that the device is "substantially equivalent"
to a preamendment device.  Where a premarket approval has been submitted to FDA,
the Bidder should submit a copy of the notice of approval.


2.2  REPORTING AND TRACKING.

A Bidder shall submit, together with each Bid, a copy of this standard operating
procedure for device tracking, if device tracking is required under the FD&C
Act, for any device included in the Bid, together with a copy of its plan for
compliance with the manufacturer medical device reporting requirements.
Subsequent modifications to the procedure and plan shall be provided as they
become adopted by the Bidder.  A Supplier shall assist, upon request, each CP
(CP) in complying with all device reporting and tracking obligations under the
FD&C Act.

2.3  PRODUCT RECALLS/MODIFICATIONS

A Supplier will, at no cost to the CP, provide the CP with each product
modification or replacement part necessary to correct a hazard
notification/recall on all goods and services covered by the Purchasing
Agreement.  The hazard correction shall include, at no cost to the CP, all
labor, transportation and travel to the CP's site.


                                          1.
<PAGE>

2.4  GMP INSPECTION REPORTS

A Bidder shall provide to UHCSC, together with each Bid, copies of all FDA Form
483's for the two most recent years together with evidence of actions taken by
the Bidder to address to the FDA's satisfaction violations of the FD&C Act.  A
Supplier shall be under a continuing obligation to provide, on a timely basis,
copies of all subsequent FDA Form 483's and also to provide immediate notice to
UHCSC of any warning letter, recall, legal action or other regulatory action by
or on behalf of the FDA that affects a product for which a Bid has been
submitted and accepted by a Letter of Award.

3.0  NEW TECHNOLOGY

All Bidders, as a condition to submitting a Bid, will disclose to UHCSC pending
new technology equipment planned for introduction for the next two years which
provides the same function as the equipment subject to the Bid.  Upon
introduction of the Supplier's new technology equipment, each CP will be
provided the option to exchange old technology equipment on a priority basis at
discounted prices and terms that will comply with Section 5 of the Standard
Terms and Conditions of Bid.

4.0  SAFE MEDICAL DEVICES ACT OF 1990

Each Bidder will be responsible for submitting their written plan of compliance
with the Safe Medical Devices Act (SMDA) of 1990 for both User Reporting and
Device Tracking.  Suppliers will also be responsible for assisting the CP in
upholding the guidelines set forth by the SMDA for hospitals.  This requirement
will not be fulfilled until the final SMDA ruling goes into effect.  Suppliers
will be required to satisfy the above request immediately upon the final
effective date of the SMDA regardless of when the Purchasing Agreement had gone
into effect, as long as the Agreement is valid during the initial implementation
date of the ruling.

5.0  OSHA BLOOD BORNE PATHOGENS

Each Supplier shall abide by the state, federal, and hospital specific policies
developed by the CP regarding Blood Borne Pathogens.  It wi1l be the
responsibility of the Suppliers and their representatives to request copies of
guidelines and training from the CP in order to fulfill the requirements of the
policy.  The committed facility will be responsible for providing the Supplier
with the necessary supplies according to the written policy.

6.0  NEW EQUIPMENT ACCEPTANCE

A period of sixty days from first clinical use shall be given to the CP for the
purpose of acceptance testing. Upon completion of the installation, the
equipment shall meet or exceed the Bid Specifications and the specifications set
forth in the Supplier's published brochures. Acceptance testing shall include,
but is not limited to, safety testing, calibration, performance testing,
documentation inspection, and testing for adherence to hospital specifications.
Formal acceptance and invoice payment will occur only after the results of the
previously mentioned tests have been verified by hospital staff with at least
thirty days of clinical use but not later than sixty days from first clinical
use, at the CP's discretion A complete set of all test documentation and
procedures shall be made available to hospital staff prior to final acceptance.


                                          2.
<PAGE>

If the equipment fails the acceptance testing, the CP shall, at its own
discretion, return the equipment to the Supplier for a complete cash
refund/exchange or may mandate the performance standards are met within five
working days.

If the equipment passes the acceptance testing, the warranty period for the
equipment shall begin sixty days from the first clinical use.


7.0  SITE PREPARATION

The Bidder shall provide to the CP a description of any pre-installation
planning services provided by the Bidder, including any costs that may be
incurred by the CP due to site preparation at the time the CT requests a bid
from the Bidder. The Bidder shall also provide any drawings, specifications, or
other material necessary for site preparation to be completed by the CP. The
above mentioned materials must be supplied as, and shall become part of the Bid
submitted by the Bidder to UHCSC.

8.0  INSTALLATION/ASSEMBLY

The Supplier shall provide a detailed description of the CP's and Supplier's
installation obligations including, but not limited to, electrical, mechanical
(HVAC), structural (including seismic where applicable), and plumbing
requirements. Based on past installations and review of the CP's site, the
Supplier shall estimate the cost the CT shall bear for each component of the
installation regardless if supplied by the Supplier or the CP. The CP shall
specify who will be responsible for installation. If the Supplier will be taking
responsibility for installation, the Supplier shall supply a schedule with
estimated dates and times for installation. If the CP will be taking
responsibility for installation, the Supplier shall contact the individual
selected by the CP that will be responsible for the installation of the
equipment subject to the Bid.

The Supplier shall provide a delivery and installation schedule to the CP based
on the specific details required by the CP.

If the product being purchased requires assembly (whether mechanical or
electrical, including cables), the Supplier shall specify who will be
responsible for assembly and any additional costs involved.  If the Supplier
will be taking responsibility for assembly, the Supplier shall supply a schedule
of assembly requirements with estimated dates, times, and cost immediately after
the time a purchase order is issued.

9.0  DATA CONVERSION/INTERFACES

In the event that the product being purchased will require conversion of data
from another system, the Supplier agrees to perform this conversion either
manually or electronically at no charge to the CP.  The Supplier shall also
supply the CP with the cost of performing data conversion during the warranty
period and after the warranty has expired.  The data conversion will include all
data requested by the CP in writing and will take no longer then the agreed upon
time limit that should have been disclosed by the Supplier to the CP prior to
the commitment to


                                          3.
<PAGE>

purchase.  It shall be the responsibility of the Supplier to inform the CP, in
writing, of the length of time required to perform the conversion prior to the
issuance of a purchase order.

The Supplier shall also agree to include all interfaces requested by the CP at
no charge.  Interfaces shall be real time connections to other information
systems owned by the CP and their affiliated members.  All software interfaces
between devices and computerized information systems or between two devices
shall be identified as standard (with the appropriate standard {e.g.  ACR, NEMA
III, HL7} referenced), proprietary ("off the shelf") or custom (to be specially
developed for the purchase).

10.0 WARRANTY/GUARANTEE

The Supplier shall clearly state in writing to the CP what is included in the
warranty in terms of equipment, attachments, subsystems, components, glassware,
etc.  The Supplier shall also supply a second clearly written document listing
items that are limited in warranty or excluded from warranty coverage.  During
the warranty period, the Supplier agrees to supply the CP with free loaner
equipment of identical type when the CP determines the need is required.  Loaner
equipment shall be available and delivered to the CP's site within twenty four
hours of request at no charge to the CP.

During the warranty period, the Supplier will guarantee response to service
calls within one hour by phone and four hours on site unless specified otherwise
under unique instances.  All warranty repairs will have 24 hour coverage at no
additional charge where the CP will be allowed to determine whether the service
response may be postponed to the following working day.  A penalty equal to ___
of the total purchase price or the sum of the lease or rental will be payable by
the Supplier for each late response and for each occurrence that scheduled
maintenance is not performed by thc Supplier.  This penalty fee will be
available to the CP within thirty days as a cash refund or credit to be used for
future purchases, at the CP's option per CP discretion.

The Supplier agrees to unconditionally guarantee all items against defect in
materials, workmanship, design, and performance for a period of one year for all
radiographic equipment and eighteen months for all other equipment.  In case of
failure, the Supplier guarantees to use new original manufacture parts and not
rebuilt assemblies or components to perform the repair.  If new manufacturer
parts are not available, thc Supplier will perform the repair with reconditioned
parts, and within thirty days replace the reconditioned parts with identical new
assemblies, components, printed circuit boards, etc.

As part of the Bid, the Bidder will be required to submit, in writing, the
equivalent cash value of thc above mentioned warranty/guarantee.

11.0 UPTIME/DOWNTIME CALCULATION (WARRANTY AND SERVICE CONTRACT)

The Supplier will guarantee that the equipment purchased under the Purchasing
Agreement shall maintain a level of uptime better than or equal to 98%.  Any
costs associated with lost revenue due to failure by the Supplier to meet the
agreed uptime requirement shall be paid by the Supplier.  Lost revenue shall be
calculated by multiplying the average number of procedures performed or the
average number of times the equipment would have been used times the current


                                          4.
<PAGE>

hospital rate per use or procedure.  The CP may elect to accept payment in the
form of cash reimbursement or account credit which may be used for future
purchases.  Uptime shall be calculated using the following method:

     100% uptime = H hours/day X D days/week X 13 weeks/quarter
          = T hours (total potential uptime hours/quarter)

               (T- TNF) X 100
               --------------
     % uptime =          T

where:    H is the pre-defined and agreed-upon number of hours per day that the
          system will typically be used.

          D is the pre-defined and agreed-upon number of days per week that the
          system is typically used.

          T is the total number of hours that the system will be in use per
          year.

          TNF is the number of hours the unit or any function of the unit is not

          operational during the quarter (the hours calculated will only include
          those hours that the unit would typically be in use).  This time does
          not included scheduled preventive maintenance.

If any portion of the total functionality of the equipment is unavailable for
clinical use, the unit shall be considered down.  Downtime scheduled for
preventive maintenance, normal tube replacement (based on the average tube
life), or any other scheduled event including those for the convenience of the
hospital shall not be included in the downtime calculation

The % uptime shall be calculated every three months based on quarterly reports
that will be supplied by the Supplier.  If uptime is less than 98%, the CP will
give written notice to the Supplier of its failure to meet the uptime
requirement and the costs associated with lost revenue shall be payable by the
Supplier within 30 days of receipt of the notice If the system falls below the
guaranteed uptime, the Supplier shall extend the warranty by one week for every
hour the system or function is not operational beyond the allowable 2%.  The
same shall apply for CPs that have chosen to place their -nits under contract
after the warranty period has expired.  The CP will be allowed to modify the
number of hours the unit is operational at any time within the quarter under
review.  All calculations will be based on the agreed upon n-tuber of hours of
operation during that quarter.

12.0 PREVENTIVE MAINTENANCE

During the warranty period, the Supplier shall perform preventive maintenance
according to the manufacturer's recommendations and the policies developed by
the CP, at no charge to the CP.  The Supplier shall supply the CP with a written
procedure that will be followed by the Supplier's representative during the
preventive maintenance process.  Reasonable additional testing shall be
performed by the Supplier at no charge to the CP, upon request, to meet the
requirements of procedures developed by the CP.  The frequency of preventive
maintenance and tests performed



                                          5.
<PAGE>

shall comply with the manufacturers recommendations, external codes (state,
JCAHO, etc.), and all internal policies developed by the CP.  During the
warranty period, the Supplier shall provide preventive maintenance after hours
at no additional charge if requested by the CP.

13.0 UPGRADES

The Supplier shall provide UHCSC and the CPs with a list of all optional
software including costs for the software both during the warranty period and
after the warranty period.  Each CP shall be given all upgrades to acquired
software from the date of issuance of the purchase order through the expiration
of warranty, including penalty extensions, at no charge to the CP.  Arrangements
shall be made to install all software upgrades within two weeks after the
release of any software upgrade.  If the CP elects to purchase a maintenance
contract of any type after the warranty, all upgrades shall be provided at no
additional charge during the contract period.  If the CP elects not to purchase
a service contract, the cost of upgrades will be no higher then the Supplier's
lowest published list price for the upgrade if a service contract had been
purchased.

14.0 MANUALS/SCHEMATICS/INSPECTION PROCEDURES

Supplier shall provide to the CP two complete and unabridged sets of operator
and service manuals for each model of equipment purchased including all
subassemblies and peripheral devices (including those manufactured by other
Suppliers).  The technical service manuals furnished to the CP shall be at least
as complete and comprehensive as those furnished to the Supplier's technical
service personnel and minimally must include theory of operation (including
software), electrical and mechanical schematics, preventive maintenance
procedures and schedules, replacement parts lists, and troubleshooting
documentation.  All updates to the above mentioned manuals shall be provided to
the CP within two weeks after release of such updates.

15.0 TRAINING

The Supplier shall provide inservice training for both operators and technical
service staff of the CP at the CP's site at the Suppliers own cost for pertinent
products or services as requested by UHCSC or CPs prior to the completion of the
sixty day acceptance period.  The Supplier will perform initial inservice
training for the period required by the CP to complete training for the required
personnel.  The Supplier shall, at no tuition, travel, lodging, or out of pocket
expenses to the CP, allow two staff members to attend the Supplier's technical
service training school.  The Supplier shall also allow the CP to reproduce all
training material for use within the CP's facility.  The Supplier shall provide
to the CP a schedule for technical service training provided by the Supplier,
and guarantee at least one space per CP in a technical service training class
prior to the end of the warranty period.  Failure to provide the opportunity for
one attendee to attend technical service training class prior to the expiration
of the warranty shall cause the warranty to be extended by thirty days after the
technical training is provided.  The Supplier shall provide follow-up inservice
training as determined by the CP for the life of the equipment at no additional
charge regardless of where the training is performed.

16.0 SERVICE RESPONSE TIME

The awarded Supplier shall guarantee a response time of one hour by phone and
four hours on-site for warranty, contract, or time and materials service calls
for all CPs.  A penalty equal to 1%


                                          6.
<PAGE>

of the total purchase price or the sum of the lease or rental payments (as
applicable) will be incurred by the Supplier for each occurrence of late
response.  This penalty fee will be available to the CP within thirty days as a
cash refund or credit to be used for future purchases, at the CP's option.  The
Supplier shall provide twenty four hour service coverage during the warranty
period for all CPs at no additional charge.

17.0 LOANER EQUIPMENT

In the event a CO's equipment is inoperable for any reason, the Supplier agrees
to provide loaner equipment of identical (compatible with the system the CP is
using) or superior type to the CP at its site at no additional charge during the
term of the Purchasing Agreement.  Loaner equipment shall be available and
delivered to the CP's site within twenty four hours of the request by the CP.
It will be the responsibility of the Suppliers service representative to offer a
loaner when the equipment will be out of service.  It will be left to the
discretion of the hospital to determine whether a loaner will be required while
equipment is out for repair.  The Supplier shall also supply the CP with the
cost of loaner equipment after the Purchasing Agreement has expired.

18.0 CUSTOMIZATION OF SOFTWARE

At the rime of Bid, the Bidder shall supply an outline of the cost per hour or
per project that will be billed to the CP for the customization of software.
The Bid shall also include any additional charges that the CP shall incur for
annual maintenance, training, documentation, backup, etc.  related to the
customized software.

19.0 OPERATIONAL SOFTWARE

All software licensure agreements shall be clearly stated in writing and copies
shall be submitted as part of the Bid.  The Supplier shall also state whether
software is included in the warranty of the goods and services stated in the
Purchasing Agreement.  All software necessary to operate the equipment/system
shall become the property of the CP upon completion of the equipment acceptance.
Ail new operational software shall be provided to the CP at no charge throughout
the warranty period and through the expiration of any maintenance contract that
is purchased for post-warranty service.  Arrangements shall be made to install
all new software releases within two weeks after the release of new software.

20.0 DIAGNOSTIC SOFTWARE

All software necessary to troubleshoot and maintain the equipment listed on the
CP's purchase order shall be supplied to the CP at no charge.  The diagnostic
software shall be identical to that used by the Supplier's service
representative Training for the use of diagnostic software shall be included in
the service training provided by the Supplier, and the Suppliers telephone
support shall also include assistance in diagnostic software operation.
Training in the use of diagnostic software and diagnostic software upgrades will
be offered by the Supplier, at no additional charge to the CP or the life of the
equipment within the CP's facility.  Software updates shall be provided to the
CP within two weeks after the update release.


                                          7.

<PAGE>

21.0 SERVICE CONTRACT OPTIONS

The Bidder shall enclose, with the Bid, annual service contract options with
annual costs specified for up to three years of coverage after the expiration of
warranty.  If warranty on parts (or labor) extends beyond the warranty for labor
(or parts), then the parts (or labor) only contracts should be included for the
period while a partial warranty applies and then for three years beyond.  The
types of contracts should include but are not limited to Full Service (Repair
and Preventive Maintenance), Repair Only, Preventive Maintenance Only, Pans
Only, Biomedical Screening; and Pans Consignment if available through the
Supplier.  Each contract should include a tabular listing of options for
coverage hours and clearly state which items are covered or not covered with
cost implications for each incremental change in these terms.  If pre-printed
contracts do not clearly list all items that are not covered under the
Purchasing Agreement, a separate list must be attached for clarification.  Any
items, assemblies, or components that appear on the purchase order and which do
not appear on the List of Items Not Covered will assumed to be covered in full
by the contract.  Multi-year agreements should be renewable annually based
solely upon the CP's discretion which will include the CP's perception of the
quality of service provided by the Supplier.  Contract proposals should also
include a guarantee of service quality and response time with penalties for the
Supplier if these guarantees are not satisfied.

Regardless of which type of contract is chosen or whether a contract is chosen,
the Supplier will supply the CP with clinical and technical telephone service
response during the life of the equipment.  In the response to the request for
bid, the Supplier shall supply the types of telephone support available, the
hours of coverage, and specify how to access the system.  Telephone response
Will be guaranteed to a maximum of one hour response time with a penalty equal
to of the total purchase price or the sum of the lease or rental payments (as
applicable) for each late response time.  This penalty fee will be available to
the CP within thirty days as a cash refund or credit that may be used for future
service or purchases, at the CP's option.

If upgrades are to be provided at no charge as part of the service contract, the
cost of any upgrade for CPs not electing to purchase service contracts shall not
exceed $0% of the service contract cost and in no event shall the cost exceed
the Supplier's lowest published price list for the upgrade.

22.0 SERVICE CONTRACT CANCELLATION

The CP reserves the right to cancel any service agreement, without cause or
penalty, with thirty days prior written notification to the Supplier.  Payment
reimbursement will be prorated and the Supplier shall separate costs for
preventive maintenance and repair for the purpose of allocating expenses.  The
Supplier will be required to leave the equipment in certifiable condition as
deemed by hospital staff.  The Supplier shall not cancel the contract without a
minimum of thirty days prior written notification to the CP.  Cancellation of
the contract shall not effect the Suppliers response time and quality of support
nor result in other penalties if the CP elects to use the Supplier for time and
materials repairs, perform the work in-house, or obtain service from another
Supplier.


                                          8.
<PAGE>

23.0 ESCROW OF SOURCE CODE

The Supplier agrees to keep and maintain copies of the CP's source code and
documentation for such source code with an escrow agent at no charge to the CP.
The escrow agent shall be authorized to release the source code to the CP in the
event of that the Supplier ceases to conduct business or discontinues thc
product purchased under the Purchasing Agreement.

24.0 MAINTENANCE/PREVENTIVE MAINTENANCE/OTHER CHARGES

The Bidder shall outline separately, in the Request for Bid, the charges that
will be incurred for hourly service, overtime, travel, after hours preventive
maintenance, Saturday service, Sunday service, holiday service, and any other
charge that may relate after warranty/contract service.  The Supplier shall
inform the CP of the typical location that service will be dispatched from with
the usual mileage and cost.

25.0 HISTORICAL PARTS/LABOR DATA

The Supplier shall provide the CP with historical parts/labor/cost data to
assist the factory in the analysis of the contract value.  The Supplier shall
provide all data for the equipment being bid including any peripheral devices.
Historical data should include typical repairs, parts usage, and service
requests that had been issued by customers with similar facilities and usage
both under warranty and after warranty.

26.0 SERVICE PERSONNEL QUALIFICATIONS

Service provided by the Supplier shall be performed by qualified and trained
personnel, and work is to be scheduled whenever possible with minimal
inconvenience to hospital staff, patients, and visitors.  The CPs reserve the
right to deem any service representative/sales representative as unacceptable.
The Supplier shall supply replacement individuals, upon the CPs request, at no
penalty or charge to the CP.  The Bidder shall identify the quantity and
qualifications of its service and training personnel in the Bid.  The Supplier
shall also supply each CP with a list of local service representative and their
qualifications upon request.

27.0 REPLACEMENT PARTS

As provided in Section 10, of these Special Terms and Conditions, replacement
parts used during the warranty period shall be newly manufactured parts or
assemblies, unless the hospital agrees otherwise.  In the case where new parts
are not available, the service representative may install rebuilt parts in order
to make the unit operational.  Within thirty days after the repair, the rebuilt
parts must be replaced with newly managed parts.  After the warranty period,
repairs must be made with new or like new parts.  Parts replaced may be returned
for credit to the Supplier, however, the CP reserves the right to retain parts
removed from equipment.  Ail parts that are not eligible for Supplier credit
shall remain property of the CP.  With regard to contracts that do not include
parts, the Supplier shall only replace and charge for parts necessary to bring
the equipment to operating condition.  The Supplier shall warranty replacement
parts and labor for one year, or according to standard warranty, whichever is
longer.


                                          9.
<PAGE>

28.0 SERVICE/PARTS AVAILABILITY

The Supplier shall stock repair parts, circuit boards, tools, and any additional
equipment necessary to support and maintain full functionality of purchased
equipment for a minimum of five years beyond the discontinuation of manufacture
of the model or the estimated useful life of the equipment as stated to the CP
at time of purchase, whichever is longer.  The Supplier shall provide factory
trained service personnel for use by, and at the discretion of, the CP to
contract for the repair and maintenance of the purchased equipment at the
Supplier's stated cost for the same time period as mentioned above.  The
Supplier shall supply the CP with current pricing for parts and service
including any discounts available.  Parts shall be supplied at no more than
published list price provided to the hospital.  The Supplier agrees to notify
the CP in writing one year prior to the discontinuation of service or parts.
Parts available after discontinuation of product production must be maintained
at the same level as pre-discontinuation for the five year period.  Complete
assembly replacement instead of component parts is not acceptable.

Supplier service personnel shall be located within a four hour on-site response
time of the CP for the length of time stated in the Purchasing Agreement.  The
CP shall be able to obtain parts seven days a week, twenty four hours a day.
The repair parts shall be available for delivery within twenty four hours of
request.

29.0 DETAILED SERVICE REPORTS

The Supplier's service representative must complete a detailed service report on
all service requests, regardless of the problem or whether the equipment is
under warranty, contract, or time and material coverage.  The service report
shall detail travel time, labor hours (both regular and overtime), parts used
with part n-tubers and description, start time and date, completion time and
date, and any cost associated with the service.  The service report shall
identify the device being serviced by serial number and/or Clinical Engineering
identification number.  A brief description of the problem and action taken to
correct the problem is required on all service reports.  The service report must
also include an acceptance signature from hospital staff after the service is
completed to verify satisfaction with the service.

Complete maintenance records shall be maintained by the Supplier and copies of
each service report are to be submitted to the CP immediately following each
service call or preventive maintenance.  A complete summary of life to date
service shall be available to the CP upon request Any quality assurance program
available by the Supplier for the equipment and documentation of such shall be
provided to the CP upon request at no charge.

At the CP's option, the Supplier shall display the service provider's business
card prominently on the face of the equipment.  The card shall indicate
appropriate phone numbers for twenty-four hour contact.

30.0 REPAIR ESTIMATES/AUTHORIZATIONS

The Supplier's service representative must report to the Clinical/Biomedical
Engineering representative or user department prior to beginning any work and
after the completion of any service.  Supplier service representative shall,
after initial inspection, provide a written cost estimate of repairs to hospital
staff prior to beginning work After the estimate has been approved


                                         10.

<PAGE>

service may be performed.  It will be the responsibility of thc Supplier to work
with the CP in determining who will be authorized to approve estimates.  Any
costs that exceed the amount of the estimate shall not be charged to the CP.

31.0 LIMIT ON CALLS

The Supplier will not limit the amount of calls a CP could make before charges
will be incurred by CP.  In the case where thc CP continues to place a large
number of calls, it will become the responsibility of the Supplier to determine
why thc calls are being placed and how the problem will be resolved.  The
Supplier shall absorb all costs involved in resolving thc concern to the CP's
satisfaction.

32.0 NUISANCE CALLS

The Supplier may not limit the number of "No Problem Found" calls from the CP.
Nuisance calls related to training problems, operator error, abuse, etc.  shall
become the responsibility of the Supplier to resolve.  Ail costs involved in the
resolution of such problem will become the responsibility of the Supplier.  The
issues shall not be considered resolved until the CP is satisfied with the
solution.

33.0 SHIPPING AND FREIGHT

The Supplier shall pay all shipping costs, including insurance, for the
transportation of equipment and parts during the initial purchase and any
following purchases/repairs for the life of the equipment.  The Supplier will be
responsible for both shipping from the Supplier to the CP and from the CP to the
Supplier.  If the Supplier chooses not to insure shipping, the Supplier shall be
held responsible for any losses or damage and will agree to replace the item
with a new product within one week of the reported loss or damage.  The Supplier
agrees to resolve any claims with thc CP within one week of thc claim.

34.0 DUTIES/TAXES

Deliveries of goods subject to the Purchasing Agreement shall be F.O.B.  CP
unless otherwise specified by the CP.  All prices presented to CPs shall be the
final purchase price and shall include any applicable duties/taxes.

35.0 INVOICING

The Supplier service invoice will clearly separate costs for parts, labor, and
travel.  Invoices will be sent to thc CP within thirty days of completed service
or purchase.  Terms of the invoice will allow thc CP a minimum of thirty days
for payment, and will be sent to the CP according to the policies and procedures
developed by each individual hospital.

36.0 ORDER CANCELLATION/RESTOCKING

The Bidder shall indicate in writing in the Bid, that the CPs will not be
charged any cancellation or restocking fees.  Service parts could be returned
without any fee if they are returned within a


                                         11.

<PAGE>

reasonable time period after delivery, arc still enclosed in the original
packaging material, and are returned in new condition.

37.0 REFERENCES

The Supplier shall make available to the CP a list of all installations
(including UHC members) of the Supplier's identical goods and services included
in the Purchasing Agreement within a fifty mile radius of the CP.  The list
shall include contact names, titles, telephone numbers, types of installation,
and the model n-tuber of the equipment if not identical to that listed on the
Purchasing Agreement.  UHCSC and the CPs reserve the right to contact any of the
Supplier's references without notice to or authorization from the Supplier.

38.0 ENVIRONMENTAL ISSUES

The Supplier shall bear all costs associated with the removal of packaging,
crating, and other material associated with the installation of the equipment.
The Supplier, at the discretion of the CP, shall remove the retired equipment at
the Supplier's expense.  The Supplier will include in the bid any cost
reductions, rebates, credits, etc.  associated with recyclable
materials/supplies returned to the Supplier, as well as, price reductions for
acquisition of recycled or remanufactured materials/supplies obtained from the
Supplier.  The cost of waste disposal will be considered when purchasing
commodities from the Supplier.

39.0 REPORTS TO UHCSC

The Supplier shall submit a complete price catalogue to UHCSC and maintain the
price list with updates as released.  Quarterly agreement activity reports shall
be sent to UHCSC indicating all purchases by CPs, and including at minimum
equipment model n-tuber, list price, net price, and hospital purchase order
number.  Referenced quotations shall be provided to UHCSC, as requested, for all
capital equipment purchases made by the CPs.

40.0 SUPPLIES

Supplies necessary for the operation of the equipment in the Purchasing
Agreement shall be made available by the Supplier to the CP at the supplier's
published price list with any applicable discount for the duration of the
Purchasing Agreement.  The Supplier shall state whether these parts are only
available through the Supplier, or whether they are available from other
sources.  The Supplier shall not hold the CP liable in any way if the CP chooses
to purchase supplies from parties other then the Supplier.  All warranties and
guarantees shall remain in force regardless of the source from which the CP
purchases supplies.

41.0 TAKEOVERS/ACQUISITIONS/MERGERS

The Purchasing Agreement and terms of the Purchasing Agreement shall remain in
force for the term of the Purchasing Agreement notwithstanding any takeover,
acquisition, or merger of., or by, the Supplier.


                                         12.

<PAGE>

42.0 SUPPLIER ACCEPTANCE OF TERMS

SUPPLIER:
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TITLE:
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ADDRESS:
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SIGNATURE:
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DATE:
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                                                          REVISED 12/95











                                         13.