TRADEMARK AND DATA LICENSE AND SERVICES AGREEMENT

         This Trademark and Data License and Services Agreement ("Agreement") is
entered  into as of  April  14,  2000  (the  "Effective  Date")  by and  between
Interactive Heart Management Corp., a Delaware  corporation  (hereafter referred
to as "IHMC"),  and  HeartMasters,  LLC, a Delaware  limited  liability  company
(hereafter referred to as "HeartMasters").

         WHEREAS, IHMC provides services of the On-line Health Management System
for Coronary Artery Disease including the STRx System ("ohms|cad system"), which
is a proprietary resource of IHMC, and which is used by or under the supervision
of the  treating  physicians  of  patients  diagnosed  with or  presumed to have
coronary artery disease, which services are described on Exhibit A-1 hereto (the
"IHMC Services" or "ohm|cad services");

         WHEREAS,  IHMC desires to provide to HeartMasters  (i) a license to use
certain  data and to use IHMC Marks (only as provided  herein) and (ii) the IHMC
Services to enable  HeartMasters  to provide the IHMC  Services to managed  care
organizations and their medical professionals,  in accordance with the terms and
conditions set forth in this Agreement;

         WHEREAS,  HeartMasters  desires that IHMC provide the IHMC  Services to
managed  care  organizations  and  their  medical  professionals  on  behalf  of
HeartMasters and IHMC desires to perform and provide the IHMC Services on behalf
of HeartMasters;

         WHEREAS,  each  HeartMasters  Services  Agreement (as defined below) is
expected to include a mutually agreed upon Guaranteed Excess Savings  commitment
and IHMC's  obligations  with respect to the Guaranteed  Excess Savings shall be
determined  at the time each  HeartMasters  Services  Agreement  is executed and
shall be set forth in this Services Agreement on a Client Addendum.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties  and  covenants  contained  herein,  and for other good and  valuable
consideration,  the  sufficiency  of which is hereby  acknowledged,  the parties
agree as follows:

1. Definitions

1.1. "Client" means any managed care organization that has entered, or will
enter, into a HeartMasters Services Agreement with HeartMasters.

1.2.  "Client   Addendum"  means  the  amendment  to  this  Agreement  by  which
HeartMasters provides information to IHMC regarding each Client and HeartMasters
provision  to such  Client of IHMC  Services  by  HeartMasters  and IHMC  agrees
therein to provide such IHMC Services to such Client.  Such  information will be
set forth in  substantially  the form of  attached  Exhibit A and will  include,
without  limitation:  (a) the fees  payable to IHMC for IHMC  Services;  (b) the
method to determine how much of any monies due to  HeartMasters  by a Client for
exceeding the  Guaranteed  Excess Savings will be allocated to IHMC; and (c) the
method to determine IHMC's obligation to repay any amounts due to Client for any
failure to meet the  Guaranteed  Excess Savings or other terms of a HeartMasters
Services Agreement.  In some cases, the HeartMasters Services Agreements may not
provide  for all of the  terms  described  in (a),  (b) and (c) of the

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previous sentence. Each Client Addendum will be individually prepared and signed
by HeartMasters and IHMC, and will be attached hereto.

1.3. "Client Members" means members of Client plans who may use the HeartMasters
Services.

1.4. "Confidential  Information" means information identified as confidential by
a party  that  one  party  discloses  to the  other  party,  including,  without
limitation,  any such information  regarding IHMC Services or IHMC  Intellectual
Property and the terms and pricing under this Agreement, provided, however, that
a party's Confidential  Information will not include information that: (a) is or
becomes  generally  known to the public  through no act or omission of the other
party;  (b) was in the other party's lawful  possession  prior to the disclosure
and had not been obtained by the other party either  directly or indirectly from
the disclosing  party;  (c) is lawfully  disclosed to the other party by a third
party without restriction on disclosure;  (d) is independently  developed by the
other  party  without  use of or  reference  to the other  party's  Confidential
Information;  or (e)  information  that is widely or publicly  available  from a
source  that has no duty of  nondisclosure  and through no fault of the party to
whom such information has been disclosed in connection herewith.

1.5.  "Effective Date" means the effective date of this Agreement,  appearing on
the first page of this Agreement.

1.6.   "Guaranteed   Excess  Savings"  shall  mean  the  savings  guaranteed  by
HeartMasters  to  a  Client  pursuant  to  a  HeartMasters  Services  Agreement.
Treatment of Guaranteed  Excess Savings for each Client will be set forth in the
relevant Client Addendum.

1.7. "HM Mark" means the HeartMasters(TM)trademark and service mark.

1.8. "HM Data", as used herein, means data, other than In-Service Data described
in this  Agreement,  created by  HeartMasters  by the provision of  HeartMasters
services  under a  HeartMasters  Services  Agreement,  either  directly  or by a
licensor or service provider other than IHMC, including, without limitation, the
patient records,  data files,  medical files,  written  procedures and any other
data and information created by HeartMasters in connection with such activities,
and: (i) delivered by the other licensor or service  provider to HeartMasters or
to another HeartMasters  licensor or service provider for use in connection with
a HeartMasters  Services  Agreement;  (ii) delivered by  HeartMasters to another
HeartMasters licensor or service provider for use or analysis in connection with
a HeartMasters  Services Agreement;  or (iii) set forth in a HeartMasters report
to a Client under a HeartMasters Services Agreement.

1.9.  "HeartMasters Services Agreement" means each individual services agreement
between HeartMasters and a Client for provision of HeartMasters Services.

1.10.  "HeartMasters Services" means the services to be provided by HeartMasters
to Clients, including IHMC Services provided hereunder.

1.11. "IHMC Marks" means the IHMC trademarks and service marks, the ohms|cad and
ohms|cad  system  trademarks and service marks,  the Monitor-One and Monitor-One
STRx

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trademark  and service  mark,  and those  trademarks  and service marks owned by
Q-Med, Inc. and licensed to IHMC.

1.12. "IHMC  Intellectual  Property" means all  Intellectual  Property Rights of
IHMC  including,  without  limitation,  any  information  provided  by  IHMC  to
HeartMasters  hereunder,  any trade  secrets and  know-how,  the IHMC  Services,
proprietary  information  and  materials  used by IHMC used in  connection  with
providing the IHMC Services, and any:

         (a) information,  ideas or materials of a technical or creative nature,
such  as  inventions,  improvements,   discoveries,   developments,  techniques,
processes,  research  and  development  plans and  results,  reports,  drawings,
designs,  specifications,  works of authorship,  data,  formulas,  files,  HTML,
computer  source and object code,  patent  applications  and other materials and
concepts relating to the IHMC Services;

         (b)  information,  ideas or  materials  of a business  nature,  such as
development  plans,  marketing  and  sales  plans  and  forecasts,  budgets  and
unpublished  financial  statements,  and other information  regarding  finances,
profits, costs, marketing,  purchasing, sales, operations, policies, procedures,
personnel,  salaries,  customers,  suppliers, and contract terms relating to the
IHMC Services;

         (c)  all  personal  property,  including,  without  limitation,  books,
manuals, records, files, reports, notes, contracts, lists, blueprints, and other
documents or materials,  or copies thereof,  received by HeartMasters hereunder,
including, without limitation, records and any other materials pertaining to the
IHMC Services except In-Service Data; and

         (d) any other trade  secrets,  information,  ideas or  materials  of or
relating  in any way to the past,  present,  planned  or  foreseeable  business,
products, developments, technology or activities relating to the IHMC Services.

1.13.  "In-Service  Data" means data  created by IHMC by the  provision  of IHMC
Services,  including,  without  limitation,  the  patient  records,  data files,
medical files,  written procedures and any other data and information created by
IHMC in connection with provision of the IHMC Services.

1.14. "Intellectual Property Rights" means patent, copyright,  trademark,  trade
secret and any other intellectual property rights.

1.15.  "Training"  means the training  courses  provided by IHMC to HeartMasters
Clients hereunder.

2. IHMC'S Intellectual Property

         HeartMasters will not copy or use any IHMC Intellectual Property or the
IHMC Services except as expressly permitted by this Agreement. HeartMasters will
not relicense, sublicense or assign any IHMC Intellectual Property. HeartMasters
will not, and will not permit any third party to, reverse engineer,  disassemble
or decompile any software component of any IHMC Intellectual Property.

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3. OWNERSHIP

3.1. IHMC Services.  IHMC retains all rights,  title, and interest in and to all
IHMC  Intellectual  Property and all IHMC Services  (including  any equipment or
property), all derivative works thereof, subject only to the limited license set
forth in this Agreement. HeartMasters does not acquire any other rights, express
or implied, in any IHMC Intellectual  Property,  IHMC Services or IHMC equipment
or property.

3.2. In-Service Data. IHMC will retain all rights, title, and interest in and to
In-Service Data, unless  specifically  provided  otherwise in a Client Addendum.
IHMC will provide a copy of certain  In-Service Data to HeartMasters  and hereby
grants and agrees to grant to  HeartMasters,  its  licensors  and  HeartMasters'
Clients an irrevocable, world-wide, nonexclusive,  royalty-free license for such
In-Service  Data. The ownership of In-Service  Data generated in connection with
the IHMC Services,  with respect to a particular  Client,  is as provided in the
Client  Addendum.   Moreover,  IHMC  and  HeartMasters  agree  to  maintain  the
confidentiality of such data as provided in the Client Addendum.

3.3. HM Data. HeartMasters will retain all rights, title, and interest in and to
HM  Data,  unless   specifically   provided  otherwise  in  a  Client  Addendum.
HeartMasters will provide a copy of the HM Data received by HeartMasters to IHMC
and  hereby  grants  and  agrees  to grant to IHMC an  irrevocable,  world-wide,
nonexclusive,  royalty-free  license  for such HM  Data.  HM Data  generated  in
connection with the services  provided under this Agreement shall be owned, with
respect to a particular  Client,  as provided in the Client Addendum.  Moreover,
IHMC and  HeartMasters  agree to maintain  the  confidentiality  of such data as
provided in the Client Addendum.

4. Support AND TRAINING

4.1.  Support and Training.  In accordance with a schedule to be mutually agreed
upon by the parties,  IHMC will provide Training to Client and its participating
physicians and Client Members.

5. CLIENT addendum

5.1.  Client Addendum  Submission and Acceptance.  Prior to the execution of any
agreement  with a Client that requires  HeartMasters  to provide IHMC  Services,
HeartMasters  will first submit to IHMC a Client Addendum for its prior approval
and acceptance.  Each such Client Addendum shall be labeled  "Exhibit A - Client
Addendum No. __" and, upon  acceptance and execution by  HeartMasters  and IHMC,
shall be attached to this Agreement and incorporated herein.

5.2.  Changes.  The Client  Addendum  may only be amended as provided in section
13.9 of this Agreement.

6. Delivery AND PROVISIOn of services

6.1.  Delivery.  IHMC will begin  providing  HeartMasters  the IHMC  Services as
provided in the Client Addendum.

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6.2.  Services.  IHMC will perform and deliver to HeartMasters the IHMC Services
for each client  specified  in any Client  Addendum  that may be executed by the
parties and  attached to this  Agreement.  IHMC retains the right to modify IHMC
Services as it deems  necessary  but shall  provide all services  described in a
Client Addendum.

6.3. Provision of Services by IHMC. IHMC will perform the IHMC Services for each
Client as  specified  in any Client  Addendum  that may,  from time to time,  be
executed  by  the  parties  and  attached  to  this  Agreement.  IHMC  will  use
commercially  reasonable  efforts to perform the IHMC  Services set forth in the
relevant Client Addendum.  Specifically, IHMC shall provide personnel to furnish
and operate the IHMC Services and shall provide  HeartMasters'  Clients' medical
personnel and Client  Members,  with access to IHMC Services as described in the
Client Addendum.  Subject to compliance with the relevant Client Addendum,  IHMC
retains the discretion to determine  appropriate  methods by which IHMC performs
the IHMC Services.

7. Fees and Payment

7.1. Fees and Charges.  HeartMasters  agrees to pay to IHMC the fees and charges
as specified in each Client Addendum.

7.2.  Payment.  All fees will be due and payable  within fifteen (15) days after
receipt of the relevant fee by HeartMasters from the Client.

7.3.  Taxes.  All prices  payable  under this  Agreement  are  exclusive of tax.
HeartMasters  will  pay or  reimburse  IHMC  for all  value-added,  sales,  use,
property and similar taxes,  and all other  mandatory  payments in the nature of
taxes to  government  agencies of whatever kind imposed with respect to products
or  services   provided  by  IHMC  under  this  Agreement  or  with  respect  to
transactions under this Agreement, except taxes imposed on IHMC's net income. If
a transaction  is exempt from tax,  HeartMasters  will provide IHMC with a valid
exemption  certificate or other evidence of such exemption in a form  acceptable
to IHMC.

7.4.  Audit.  At  IHMC's  written  request,  and  not  more  frequently  than is
reasonable  under the  circumstances,  IHMC may audit  the books of  account  of
HeartMasters  to the extent  they relate to the fees due  hereunder.  Such audit
will be  conducted  at IHMC's  expense.  Payment of the amount due shall be made
within thirty (30) days thereafter subject to the dispute  resolution  procedure
provided in Section 13.12 hereof.

8. TRADMARK

8.1.  HeartMasters.  HeartMasters  hereby  grants  and agrees to grant to IHMC a
non-exclusive,  non-transferable,   royalty-free,  license  to  use,  reproduce,
display,  transmit and redistribute the HM Mark in support of IHMC's performance
of the IHMC Services as set forth in this  Agreement.  IHMC will comply with all
reasonable  guidelines for the HM Mark that  HeartMasters  may from time to time
provide. All use of the HM Mark will be accompanied by the appropriate trademark
symbol  (e.g.,  "(TM)" or "(R)") and a legend  specifying  that the HM Mark is a
trademark of  HeartMasters.  IHMC will provide  HeartMasters  with copies of any
materials bearing the HM Mark as requested by HeartMasters from time to time. If
IHMC's use of the HM Mark, or if any material  bearing the HM Mark, is deficient
in quality,  IHMC will promptly

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remedy such  deficiencies  upon receipt of written  notice of such  deficiencies
from  HeartMasters.  Nothing  herein  will  grant  to IHMC any  right,  title or
interest in the HM Mark.  All goodwill  resulting from IHMC's use of the HM Mark
will inure  solely to  HeartMasters.  IHMC will not, at any time during or after
this Agreement,  register,  attempt to register,  claim any interest in, contest
the  use  of,  or  otherwise  adversely  affect  the  validity  of the  HM  Mark
(including,  without  limitation  any act or  assistance  to any act,  which may
infringe or lead to the  infringement  of the HM Mark).  The  foregoing  license
shall terminate  automatically  upon the expiration or other termination of this
Agreement.

8.2.  IHMC.   IHMC  hereby  grants  and  agrees  to  grant  to   HeartMasters  a
non-exclusive,  non-transferable,   royalty-free,  license  to  use,  reproduce,
display,  transmit and  redistribute  the IHMC Marks in support of HeartMasters'
provision of the IHMC and HeartMasters  Services as set forth in this Agreement.
HeartMasters will comply with all reasonable  guidelines for the IHMC Marks that
IHMC  may  from  time  to  time  provide.  All  use of the  IHMC  Marks  will be
accompanied by the appropriate  trademark symbol (e.g.,  "(TM)",  "SM" or "(R)")
and a legend  specifying  that  the IHMC  Marks  are each a  trademark  of IHMC.
HeartMasters  will  provide IHMC with copies of any  materials  bearing any IHMC
Mark as requested by IHMC from time to time.  If  HeartMasters'  use of the IHMC
Marks,  or if any  material  bearing the IHMC Marks,  is  deficient  in quality,
HeartMasters  will  promptly  remedy such  deficiencies  upon receipt of written
notice of such deficiencies from IHMC. Nothing herein will grant to HeartMasters
any right,  title or  interest in any IHMC Mark.  All  goodwill  resulting  from
HeartMasters' use of the IHMC Marks will inure solely to IHMC. HeartMasters will
not, at any time during or after this Agreement,  register, attempt to register,
claim any interest in,  contest the use of, or  otherwise  adversely  affect the
validity  of any  the  IHMC  Marks  (including,  without  limitation  any act or
assistance  to any act,  which may infringe or lead to the  infringement  of the
IHMC Marks).  The  foregoing  license  shall  terminate  automatically  upon the
expiration or other termination of this Agreement.

9. WARRANTIES AND REMEDIES

9.1.  Warranties.  IHMC makes the following  representations  and  warranties to
HeartMasters:

         (i) that the IHMC  Services  will be  provided in  accordance  with the
description of the IHMC Services attached hereto; and

         (ii) that the Training  provided under this Agreement will be performed
consistent with IHMC Services.

9.2. Disclaimer.  THE WARRANTIES IN THIS SECTION 9 ARE EXCLUSIVE AND ARE IN LIEU
OF ALL OTHER WARRANTIES,  WHETHER EXPRESS OR IMPLIED,  INCLUDING BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE,
AND NONINFRINGEMENT.

9.3.  Exclusive  Remedies.  HeartMasters  must  report to IHMC,  pursuant to the
notice  provision of this Agreement,  any breach of the warranties  contained in
Section 9.1 within the applicable  limitations  period.  HeartMasters'  sole and
exclusive  remedies and IHMC's entire

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liability  for a  breach  of  warranty  will be the  reperformance  of the  IHMC
Services and as set forth in Section 10 hereof.

10. INDEMNITY AND REMEDIES

10.1.  Indemnification  by IHMC. IHMC will  indemnify,  defend and hold harmless
HeartMasters (and its members,  managers,  officers,  employees and agents) from
and against any and all  third-party  claims,  suits,  actions or proceedings or
threat  thereof,  and  all  related  losses,  damages,  liabilities,  judgments,
settlements,  costs and  expenses  (including,  without  limitation,  reasonable
attorneys'  fees and  costs),  to the extent  arising out of or relating to IHMC
performance of the IHMC Services, as provided to HeartMasters hereunder,  within
the scope of this Agreement,  or the exercise of HeartMasters' rights under this
Agreement, infringes any copyright, or any United States patent or trademark, or
incorporates any misappropriated trade secret ("Claims").

10.2.  HeartMasters' Remedies. If the IHMC Services becomes, or IHMC believes is
likely to  become,  subject  to a Claim,  IHMC will have the  option,  at IHMC's
expense, to (a) modify the IHMC Services to be noninfringing,  or (b) obtain for
HeartMasters  a license to  continue  using  IHMC  Services.  If in IHMC's  sole
judgment  it is not  commercially  reasonable  to  perform  either  of the above
options,  then IHMC may terminate any license for the allegedly  infringing IHMC
Services or terminate any  obligation to perform IHMC Services in a manner using
such  allegedly  infringing  material.  THIS SECTION 10.2 SETS FORTH IHMC's SOLE
OBLIGATIONS,  AND  HEARTMASTERS'  SOLE  REMEDIES,  FOR ANY  INFRINGEMENT  OF ANY
INTELLECTUAL PROPERTY RIGHTS BY IHMC OR THE IHMC SERVICES.

10.3.  Indemnification.  Within  the limits of and  subject to their  respective
policies of professional  liability  insurance and general  liability  insurance
applicable to this Agreement,  and to the extent not otherwise inconsistent with
the laws of the  relevant  jurisdiction,  each  party  will  indemnify  and hold
harmless the other, its officers, directors, agents and employees,  individually
and collectively,  from all fines, claims, demands, suits or actions of any kind
or nature arising by reason of the indemnifying party's acts or omissions in the
course of its  performance of its obligations  under this Agreement.  Nothing in
this Agreement or in its  performance  will be construed to result in any person
being the  officer,  servant,  agent or  employee  of the other  party when such
person,  absent this  Agreement and its  performance,  would not in law have had
such status.

10.4. Notice;  Cooperation;  Control. A party ("Indemnifying Party") will not be
obligated to indemnify,  defend and hold harmless the other party  ("Indemnified
Party")  hereunder  unless (and only to the extent)  the  Indemnified  Party (a)
promptly  notifies  the  Indemnifying   Party  of  any  such  Claims  for  which
indemnification  is sought  (provided  that any  failure to provide  such notice
shall not diminish the Indemnifying  Party's  obligations  under this Section 10
unless,  and only to the  extent  that,  the  Indemnifying  Party is  materially
prejudiced as a result of any such failure to provide such prompt  notice);  (b)
provides  reasonable  cooperation to the Indemnifying  Party at the Indemnifying
Party's expense;  and (c) allows the  Indemnifying  Party to control the defense
and any settlement of such Claims;  provided that (i) the Indemnified Party may,
at its option and expense, participate and appear with the Indemnifying Party in
such Claims, and

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(ii) neither  party may settle any such Claims  without the other  party's prior
written approval, which will not be unreasonably withheld or delayed.

11. TERMINATION

11.1.  Term.  This  Agreement  will commence on the Effective  Date and continue
unless earlier terminated in accordance with this Section 11.

11.2.  Termination.  Subject to Section 11.3,  either party may  terminate  this
Agreement and any Client  Addendum upon written notice to the other party if (a)
the other party  materially  breaches  any  material  term or  condition of this
Agreement or a relevant  Client  Addendum and fails to correct the breach within
ninety (90) days following written notice  specifying the breach,  (b) the other
party  applies for or consents to the  appointment  of a receiver,  trustee,  or
liquidator for substantially all of its assets or such a receiver,  trustee,  or
liquidator is appointed;  or the other party has filed against it an involuntary
petition  for  bankruptcy  that has not been  dismissed  within  sixty (60) days
thereof,  or files a voluntary petition for bankruptcy,  or a petition or answer
seeking reorganization,  becomes or is adjudicated insolvent or bankrupt, admits
in writing its  inability to pay its debts as they mature,  makes an  assignment
for the benefit of creditors,  or seeks to take advantage of any law relating to
relief of debtors, or (c) HeartMasters liquidates and dissolves.

11.3.  Effect  of  Termination.  Termination  of this  Agreement  or any  Client
Addendum will not limit either party from pursuing other  remedies  available to
it, including  injunctive relief, nor will such termination relieve each party's
obligation to pay all fees that have accrued or are otherwise  owed to the other
party or a Client under any Client Addendum. The parties' rights and obligations
under Sections 2, 3, 7 (to the extent payment  obligations  have accrued and not
been paid), 9, 10, 11.3, 12 and 13 will survive termination of this Agreement or
any Client Addendum. Upon termination of this Agreement,  (a) HeartMasters shall
not enter any new HeartMasters Agreements to provide IHMC Services,  shall cease
using the IHMC Marks,  and will  orderly  terminate  all  existing  HeartMasters
Agreements for the provision of IHMC Services,  provided that HeartMasters shall
not be  obligated  to cease  using  the IHMC  Marks  under or to  terminate  any
HeartMasters  Agreements for which termination would be a breach or would result
in a material penalty to HeartMasters; in such a case, notwithstanding the other
provisions  of this  Section  11.3,  IHMC shall  continue  to  perform  the IHMC
Services  for such Client,  including  use of the IHMC Marks,  which  obligation
shall  terminate  upon  fulfillment  of  HeartMasters   obligations   under  the
HeartMasters  Agreements,  (b)  HeartMasters  will return to IHMC or destroy all
copies of any IHMC Intellectual  Property, (c) IHMC will cease using the HM Mark
and (d) IHMC shall  have no further  obligation  to  provide  any IHMC  Services
hereunder.  Further,  if IHMC materially breaches any material term or condition
of a Client  Addendum  and fails to correct the breach  within  ninety (90) days
following  written notice  specifying the breach, or this Agreement is otherwise
terminated due to the actions of IHMC, then HeartMasters shall have the right to
perform  replacement  services  for a  Client,  either  directly  or  through  a
contractor,  but, in doing so,  HeartMasters  may not use the IHMC Marks or IHMC
Intellectual Property unless specifically licensed to do so by IHMC.

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12. CONFIDENTIALITY

12.1.  Confidentiality.  The  parties  agree to hold each  other's  Confidential
Information  in  confidence  during  the term of this  Agreement  and  following
termination of this  Agreement.  Each party agrees not to make the other party's
Confidential  Information  available  in any  form to any  third  party  for any
purpose  except to the  extent  necessary  to  exercise  its  rights  under this
Agreement.  Each party  agrees to treat  Confidential  Information  of the other
party  with  the  same  degree  of  care  with  which  it  would  treat  its own
confidential  information  of a like  nature,  and in no case  with  less than a
reasonable  degree  of  care.  It  will  not be a  breach  of  this  section  if
Confidential  Information is disclosed  pursuant to subpoena or other compulsory
judicial or administrative process,  provided the party served with such process
promptly notifies the other party and provides reasonable assistance so that the
other party may seek a protective  order against public  disclosure.  Each party
agrees to limit  the  disclosure  of  Confidential  Information  to those of its
employees and agents who have a need to know such Confidential Information,  and
each  party  agrees to take all  reasonable  steps to ensure  that  Confidential
Information  is not  disclosed  or  distributed  by its  employees  or agents in
violation of the terms of this Agreement. Each party agrees not to use the other
party's  Confidential  Information for any purpose other than the performance of
this Agreement.  Unless otherwise provided for in this Agreement or agreed to by
the parties hereto in writing,  the details of the relationship  contemplated by
this Agreement and any  information or documents  exchanged  between the parties
pursuant to this Agreement  shall be and remain  confidential,  and shall not be
disclosed to any third party, other than the parties' attorneys, accountants and
other advisers  employed in conjunction  with the discussion and  development of
this Agreement.

13. GENERAL TERMS

13.1.  Relationship Between the Parties. IHMC is an independent contractor under
this Agreement. Nothing in this Agreement creates a partnership,  joint venture,
or agency relationship between the parties.

13.2. Insurance.  IHMC shall obtain and maintain a policy or policies of general
liability  insurance  with limits of liability not less than $1 million for each
occurrence  and $2  million  in the  annual  aggregate.  IHMC  shall  obtain and
maintain a policy or policies of professional insurance with limits of liability
not less than $1  million  for each  occurrence  and $3  million  in the  annual
aggregate.  HeartMasters  shall be named as an additional named insured on these
policies.

13.3.  Law. This Agreement is to be construed in accordance with and governed by
the internal  laws of the State of New York without  giving effect to any choice
of law  rule  that  would  cause  the  application  of  the  laws  of any  other
jurisdiction to the rights and duties of the parties; except that, to the extent
that a dispute  is based  upon a  controversy,  event or  occurrence  arising in
connection  with the  performance by IHMC under a Client  Addendum  hereto,  the
forum selection clause,  and the choice of applicable law provision set forth in
such HeartMasters Services Agreement, and applicable to such controversy,  event
or occurrence shall govern that aspect of the dispute.

                                       9
<PAGE>

13.4. Force Majeure.  Neither party will be liable under this Agreement  because
of any  failure  or delay in the  performance  of its  obligations  (except  for
payment of money) on account of strikes,  shortages,  riots, fire, flood, storm,
earthquake,  acts of God,  hostilities  or any other cause beyond its reasonable
control.

13.5. Notice. All notices,  including notices of address change,  required to be
sent  hereunder  will be in  writing  and will be deemed to have been given when
mailed by first class mail to the  address  for the party to be notified  listed
below.

13.6.  Limitation of Liability.  Except as and to the extent provided in Section
10.3,  in no event will  either  party be liable  under this  Agreement  for any
indirect, incidental,  special,  consequential,  or punitive damages, or damages
for loss of profits, revenue, business, savings, data, use or cost of substitute
performance,  incurred by either party or any third party,  whether in an action
in contract or tort, even if the other party has been advised of the possibility
of such  damages  or if such  damages  are  foreseeable.  Except as set forth in
Section  10.3  or as  specifically  provided  in  the  Client  Addendum,  IHMC's
liability for damages  hereunder  shall not exceed the amounts  actually paid by
HeartMasters  to IHMC under this  Agreement.  The parties  acknowledge  that the
limitations  of liability in this  Section 13.6 and in the other  provisions  of
this Agreement and the allocation of risk herein are an essential element of the
bargain between the parties, without which IHMC would not have entered into this
Agreement.

13.7.  Severability and Waiver. If any provision of this Agreement is held to be
illegal, invalid, or otherwise unenforceable, such provision will be enforced to
the extent possible consistent with the stated intention of the parties,  or, if
incapable  of such  enforcement,  will be deemed to be severed and deleted  from
this  Agreement,  while the  remainder of this  Agreement  will continue in full
force and  effect.  The waiver by either  party of any default or breach of this
Agreement  will not  constitute a waiver of any other or  subsequent  default or
breach.

13.8. No  Assignment.  Neither  party may assign,  sell,  transfer,  delegate or
otherwise dispose of, whether voluntarily or involuntarily,  by operation of law
or otherwise,  this Agreement or any rights or obligations  under this Agreement
without the prior written consent of the other party. Any purported  assignment,
transfer or delegation  will be null and void.  Subject to the  foregoing,  this
Agreement  will be binding upon and will inure to the benefit of the parties and
their respective successors and assigns.

13.9. Entire Agreement; Amendment. This Agreement and the exhibits and schedules
referenced  herein  constitutes the complete  agreement between the parties with
respect  to  the  provision  of  IHMC  Services  and  supersedes  all  prior  or
contemporaneous  agreements or representations,  written or oral, concerning the
subject matter of this Agreement.  This Agreement may not be modified or amended
except in a writing signed by a duly authorized representative of each party; no
other  act,  document,  usage or custom  will be deemed to amend or modify  this
Agreement.

13.10.   Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

                                       10
<PAGE>

13.11. Parties in Interest.  Nothing in this Agreement is intended to confer any
rights  or  remedies  on any  persons  other  than the  parties  to it and their
respective  successors  and  assigns.  Nothing in this  Agreement is intended to
relieve or discharge  the  obligation  or liability of any third  persons to any
party to this  Agreement.  No provision of this  Agreement  shall give any third
person any right of  subrogation  or action  over or  against  any party to this
Agreement. This Agreement is binding on IHMC and HeartMasters,  their successors
and assigns;  this Agreement and the terms and provisions hereof are not binding
on any other Member of HeartMasters, or any other third party.

13.12. Dispute Resolution. The parties agree to meet and confer in good faith to
resolve any disputes arising out of this Agreement.

         Except as provided in Section 13.3,  any disputes which the parties are
unable to resolve in such manner shall be determined in  arbitration  to be held
under the  rules of the  American  Arbitration  Association  ("AAA"),  or of the
Center for Public Resources ("CFPR"), Rules for Non-Administered  Arbitration of
Business Disputes, then in effect; the arbitration shall be before an arbitrator
selected by the parties, and shall be held in Chicago, Illinois.

         If the  parties  are  unable to agree  upon such an  arbitrator  within
thirty (30) calendar  days after a party has given written  notice of its desire
to submit the dispute, controversy or question for decision, then a party hereto
may apply to the AAA or the CFPR for the  appointment of an  arbitrator;  or, if
the AAA and CFPR  are not  then in  existence,  or do not  desire  to act in the
matter,  each party shall  appoint a party  arbitrator,  of its choice,  and the
party arbitrators so appointed shall select a neutral  arbitrator;  the panel of
arbitrators then will hear and determine the matter.

         Each party is  responsible  for its own legal  fees and costs,  but the
compensation of the neutral  arbitrator,  and any fees or costs  associated with
the arbitration proceeding, will be borne equally by the parties.

         Arbitration will be the exclusive remedy for the settlement of disputes
under this Agreement.  Discovery for use in such arbitration may be conducted to
the extent that the parties  agree that it is  necessary.  If the parties do not
agree on the scope of permitted discovery,  the neutral arbitrator(s) shall have
the power to  determine  the extent of  permitted  discovery  and to direct that
appropriate  discovery be taken, as in a civil action.  Deposition testimony may
be used in the  arbitration  as in a civil  action  and as the  arbitrators  may
otherwise permit.

         The  arbitrators  shall have the power to grant all legal and equitable
remedies and award  compensatory  damages except that punitive damages shall not
be awarded.  The applicable  statutes of limitation and statutes of repose shall
apply to all disputes hereunder.  The arbitrators shall prepare in writing,  and
provide  to the  parties,  an award  including  factual  findings  and the legal
reasons on which the award is based. The arbitrators shall not have the power to
commit errors of law or legal reasoning.

         Notwithstanding  the above,  in the event either party wishes to obtain
injunctive relief or a temporary  restraining order to enforce rights under this
paragraph,  such  party may  initiate  an action  for such  relief in a court of
competent  jurisdiction in the State of Illinois. The decision of

                                       11
<PAGE>

the  court  with  respect  to  the  requested  injunctive  relief  of  temporary
restraining  order shall be subject to appeal  only as allowed by law.  However,
the courts in the injunctive  proceeding  shall not have the authority to review
or grant any request or demand for damages.

                                       12
<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized representatives as of the Effective Date.

HEARTMASTERS, LLC

By: LifeMasters Supported SelfCare, Inc.,
    a California corporation
    Its:  Member

          By:      /s/ Cedric J. Vanzura
          Name:    Cedric J. Vanzura
          Title:   President
          Address: 401 Marina Blvd.
                   South San Francisco, CA 94080




By: Interactive Heart Management Corp.,
    a Delaware corporation
    Its:  Member

          Name:    Michael W. Cox
          Title:   President
          Address: 100 MetroPark South
                   Laurence Harbor, NJ 08878



                                       13
<PAGE>

INTERACTIVE HEART MANAGEMENT CORP.,
a Delaware corporation



By: /s/ Michael W. Cox
   --------------------------------
           Its President

Name:    Michael W. Cox
Title:   President
Address: 100 MetroPark South
         Laurence Harbor, NJ 08878



                                       14
<PAGE>

                                    EXHIBIT A
                            Client Addendum Number 1

1. Client Name, Address and Contact Information.

                 The Regence Group and Regence Affiliates
                 200 S.W. Market Street
                 Portland, OR  97207

2. IHMC Services to Be Performed for Client on behalf of  HeartMasters  by IHMC.
See attached  Exhibit A-1 for services that  HeartMasters  has agreed to perform
for the Client and which IHMC shall perform pursuant to this Client Addendum.

3. Ownership of Data/Confidentiality.  See Exhibit A-2. IHMC agrees that it will
not identify The Regence Group or Regence Affiliates or their Members when using
In-Service Data or HM Data.

4. Fees payable to IHMC.  Sixty-seven  cents  ($0.67) for each Member each month
for those  Members  under the age of 65 and for those Members over the age of 65
three dollars and eighty cents ($3.80) per Member per month.

5.  Repayment  Method/Allocation  for  Failure  to Meet  the  Guaranteed  Excess
Savings.  In the event that  HeartMasters has been unable to achieve its savings
guarantee  under  its  HeartMasters   Agreement  with  The  Regence  Group,  and
HeartMasters is  consequently  obligated to repay an amount to The Regence Group
or a Regence  Affiliate as a result of such  failure,  then IHMC shall pay fifty
percent (50%) of such amount to  HeartMasters.  HeartMasters  agrees to pay such
amount to The Regence Group for the applicable Regence Affiliate. IHMC will make
such payment  within thirty (30) days of written demand by  HeartMasters  with a
copy of the report supporting such calculation.

6.  Fifty  percent  (50%) of any  additional  amount  paid to  HeartMasters  for
exceeding the Guaranteed Excess Savings shall be paid to IHMC within thirty (30)
days of receipt by HeartMasters.

7. IHMC will commence  providing  services under this Client Addendum on _______
1, 2000.

8.  Modification  of IHMC  Services.  IHMC will not alter IHMC Services from the
description  contained on Exhibit A-1 without providing sixty (60) calendar days
advanced  written notice to  HeartMasters so that  HeartMasters  may review such
changes with The Regence Group and Regence Affiliates.

9. Records.  IHMC agrees to make  available to Regence,  throughout  the term of
this Agreement, and for a period of three (3) years after termination, copies of
the Member  Specific data resident in CPR and IVR and the IVR and CPR databases,
in time frames and in a format to be agreed upon by the parties.

10. Confirmation of other ownership rights: See Exhibit A-3.

                                       15
<PAGE>

HEARTMASTERS, LLC


By:
     LifeMasters Supported SelfCare, Inc.,
      Its:  Member

     By: /s/ Cedric J. Vanzura
        -------------------------------------
        Name:    Cedric J. Vanzura
        Title:   President
        Address: 401 Marina Blvd.
                 South San Francisco, CA 94080




By:  Interactive Heart Management Corp.,
     a Delaware corporation
     Its:  Member

Name:    Michael W. Cox
Title:   President
Address: 100 MetroPark South
         Laurence Harbor, NJ 08878



INTERACTIVE HEART MANAGEMENT CORP.,
a Delaware corporation


By:  /s/ Michael W. Cox
    -----------------------------------
              Its President

Name:    Michael W. Cox
Title:   President
Address: 100 MetroPark South
         Laurence Harbor, NJ 08878



                                       16
<PAGE>

                                   EXHIBIT A-1

                                  IHMC Services

                THE HEARTMASTERS CORONARY ARTERY DISEASE SERVICES

         HeartMasters  CAD  Services  are provided by the use of the services of
the ohms|cad  system,  provided by IHMC,  and  consisting  of: 1) An  ambulatory
ischemic  heart  monitoring and analysis as performed by using the STRx Systems;
2) A report of the STRx  Systems  results,  provided  along with  references  to
various medical management regimens, as generated by comparison of the output of
the STRx Systems, and of the Member's medical and demographic profile,  with the
interactive  ohms|cad  information  base ("the  ohms|cad  resource");  and 3) An
independent consulting cardiologist,  or persons acting under the cardiologist's
supervision,  are made  available  to consult  with the  treating  physician  in
connection with the ohms|cad reports upon request of treating physicians.

         The  treating  physician(s)  will  monitor  Members  who are to have an
ohms|cad  examination,  by using the STRx Systems.  The Member's  ambulatory ECG
will be monitored  and analyzed by use of the STRx Systems,  and these  results,
together with the Member's  medical and demographic  information as input by the
treating  physician  (or  the  physician's  agent)  at the  test  site,  will be
transmitted  transtelephonically to The ohms Center, for computerized comparison
to the ohms|cad resource.

         The ohms|cad resource is an interactive,  computerized data/information
base, which functions, together with the STRx algorithm, and the entire ohms|cad
system,  to: 1) analyze the output of the STRx Systems  monitoring and provide a
report thereon to the treating  physician,  which identifies  ambulant  ischemic
conditions of note; and 2) make available to the treating physician, data on the
medical  management  of Members who fit the Member data  profile  provided,  and
whose ECG signal during the  monitoring  session is as reported by the output of
the STRx Systems.  The ohms|cad system attempts to optimize  medical  management
for CAD patients.

         Following  the  comparison  to  the  ohms|cad  resource,  the  treating
physician  will  receive  a report  on an  ambulatory  monitored  Member,  which
includes  the test  results  generated  from the STRx  Systems  monitoring,  the
underlying data gathered by the STRx Systems during the STRx Systems monitoring,
and any  Member  management  information,  suggestions  and/or  recommendations,
generated by comparison of the Member profile and test results,  to the ohms|cad
resource,  or otherwise  generated by some other aspect of the ohms|cad  system.
These  results,  data  and  other  information,  are  provided  to the  treating
physician by the ohms|cad system,  for the treating  physician's  consideration,
review and analysis, and to assist the treating physician in his/her formulation
of a diagnosis and treatment plan. The test results,  data and other information
received by the treating  physician from the ohms|cad  system,  will be based on
the output of an  information/data  processing  function of the ohms|cad system;
these  results  and other  information  are to be overread  and  analyzed by the
treating  physician,   and  verified  by  the  treating  physician  against  the
underlying  data provided in the  Monitor-One  STRx Systems  report,  as well as
compared  to the  information  regarding  the Member  obtained  by the  treating

                                       17
<PAGE>

physician on examination, through other testing, or by other means, in order for
the  treating  physician to achieve an  interpretation  of the  monitoring,  and
diagnosis for the Member.

         If, after  reviewing  the STRx  Systems  output,  the ohms|cad  report,
and/or the other relevant information,  the treating physician has a doubt as to
a  result,  interpretation  or  conclusion,   further  testing,  re-testing,  or
appropriate  consultation,  according to the judgment of the treating physician,
may be appropriate prior to implementing a treatment plan.

         The final  part of the  ohms|cad  system is the  consulting  cardiology
service,  which is available to treating  physicians  on a  consultation  basis,
regarding  the  content of  ohms|cad  system  reports,  and/or the output of the
ohms|cad  system.  The consulting  cardiology  service is made up of independent
consulting  physicians who are independent  contractors to the ohms|cad  system,
and who are fully familiar with the ohms|cad system, its output and its use. The
treating  physician  should contact The ohms Center when such a consultation  is
desired.

         The actual diagnosis and treatment  decisions in each case must be made
by the treating physician,  and the treating physician must decide, in any given
case,  how to make best use of the ohms|cad  system in  formulating  a treatment
plan.

                                       18
<PAGE>

                                   EXHIBIT A-2

                                 In-Service Data

                  In using the ohms|cad system,  information relevant to Members
will be entered into the ohms|cad  system,  and/or  generated by it, so that the
system,  IHMC and  HeartMasters  can  provide a report and  recommendation.  Any
information  entered into,  and/or generated by, and/or resident in the ohms/cad
system,  including  the Member  related  information  so entered,  generated  or
resident,  shall be deemed part of the ohms|cad  database(s) in the form entered
into, and/or generated by, and/or resident in, the ohms|cad system. The ohms|cad
system,  the ohms|cad system databases,  all parts thereof,  and the information
contained therein or added thereto,  are the sole property of IHMC, and IHMC may
use the  information  within,  and/or  generated  from,  its  system  and system
database(s), as IHMC deems appropriate,  including, without limitation, printing
out information contained therein and analyzing such information. IHMC will not,
without Regence's consent:  (1) reveal or disclose to third parties,  or use for
commercial purposes outside of the scope of the Client Services  Agreement,  the
identities of Members,  or publish Member  Specific data, or use Member Specific
data except in the manner  contemplated under this Agreement and permitted under
applicable  confidentiality  laws; or (2) reveal or disclose the identity of the
customers of Regence or Regence's Affiliates.  Nothing contained in this section
pertains to the ownership of Member  Specific data in a form other than as input
into,  generated  by,  resident in, or printed  from the ohms/cad  system or the
ohms/cad system databases,  or limits Regence's or Regence's  Affiliates' rights
of ownership of Member  Specific data, in forms other than as part of,  resident
in,  printed  from or as  generated  by,  the  ohms/cad  system or the  ohms/cad
database(s).

                                       19
<PAGE>

                                   EXHIBIT A-3

                  The  ohms/cad  technology,  equipment,,  hardware,  system and
software,  including all Monitor-One STRx System units,  communication  modules,
algorithms,  database(s) and all other property and equipment used therewith, is
and  shall  remain  the  property  solely  of IHMC,  regardless  of  where  such
technology, equipment, system, etc., is located, used and/or installed.

                  All  additions  and/or  modifications  to the ohms/cad  system
and/or the  ohms/cad  system  database(s),  based  upon the use of the  ohms/cad
system or any part  thereof in  delivering  HeartMasters  Services  or  ohms/cad
system  services  to  Regence  or to any other  entity,  to  Members,  and/or to
Participating  Physicians,  and/or  based  upon  information  entered  into  the
ohms/cad  databases  derived from such use,  and/or  otherwise,  is the property
solely of IHMC.

                                       20