Exhibit 10.1

[*] Confidential Treatment Requested. Condfidential portions of this agreement
have been omitted and filed separately with the Securities and Exchange
Commission.

                                  CONFIDENTIAL

      COOPERATIVE LICENSING, DEVELOPMENT, SERVICES AND MARKETING AGREEMENT

This COOPERATIVE LICENSING, DEVELOPMENT, SERVICES AND MARKETING AGREEMENT (the
"Agreement") is made as of the 1st day of November, 2001 (the "Effective Date")
by and between Health Hero Network, Inc., a California corporation having a
principal place of business at 2570 West El Camino Real, Suite 111, Mountain
View, California 94040 ("HEALTH HERO") and American Medical Alert Corporation
("AMAC"), a New York corporation, having a principal place of business at 3265
Lawson Boulevard, Oceanside, New York 11572.

                                    RECITALS

WHEREAS HEALTH HERO has designed, developed and is commercializing the Health
Buddy(R) appliance and related services as described in Attachment II hereto
(referred to collectively herein as the "HH Service");
WHEREAS AMAC is in the business of providing a Personal Emergency Response
apparatus ("PERS") and related services (the "PERS Services") as defined in
Attachment I hereto (referred to collectively herein as the "PERS SYSTEM"); and
WHEREAS HEALTH HERO and AMAC wish to cooperate in (a) the development of a new
integrated product offering combining aspects of their current respective
products and services, and (b) the marketing of such new integrated product
offering, subject to the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereby agree as follows:

1.     CERTAIN DEFINITIONS.

Set forth in Attachment I hereto are certain definitions of terms which shall
have the meanings provided for therein for the purposes of this Agreement. For
purposes of this Agreement, wherever the words "include" or "including" shall
appear in this Agreement such terms shall be deemed to mean "include without
limitation" or "including without limitation" as the case may be.

2.     DEVELOPMENT AND MANUFACTURE OF PERS BUDDY

2.1    Set forth in Attachment III(A) hereto is a functional product description
for the PERS BUDDY to be developed hereunder. HEALTH HERO and AMAC shall
develop, test and validate the PERS BUDDY in accordance with the final, detailed
product specifications, tasking and development schedule set forth in Attachment
III(B) hereto, such Attachment III(B) to be developed and agreed within 90 days
after the Effective Date. Among other things, Attachment III(B) will delineate
the parties' respective responsibilities regarding development of the PERS
BUDDY. Development of the PERS BUDDY by HEALTH HERO and AMAC shall be in three
(3) phases as set forth in Attachment III(B), and in accordance with milestone
deliverables to be met by HEALTH HERO and AMAC in developing the PERS BUDDY
during such three phases, as set forth in Attachment IV hereto. The results of
such development, testing and validation will be submitted in writing to AMAC
for its review and written approval (not to be unreasonably withheld or delayed)
prior to the commercial manufacture or marketing of the PERS BUDDY. In no event
will any data generated by the PERS components or PERS features of the PERS
BUDDY be transferred or transmitted using any part of the HEALTH HERO
communication network

2.2    AMAC may request HEALTH HERO to carry out development work, or provide
AMAC with technical assistance in developing and manufacturing the PERS BUDDY,
that (a) is a change to, or is in


<PAGE>
                                  CONFIDENTIAL


addition to, the development work and technical assistance described in
Attachments III(A) and III(B) , or (b) results from AMAC's desire to make any
changes or additions to the product specifications set forth in Attachments
III(A) or III(B). Such development work and/or technical assistance shall be
provided by HEALTH HERO to AMAC provided the parties agree in advance on: (i) a
reasonable schedule within which HEALTH HERO is to provide such development work
and/or technical assistance, (ii) other modifications, if any, to Attachment
III(B) that HEALTH HERO reasonably believes need to be made due to the impact of
such changes or additions on the final product specifications, tasking and
development schedule set forth in Attachment III(B), and (iii) payment to HEALTH
HERO for such development work and/or technical assistance on a time and
materials basis at HEALTH HERO's then current hourly rates, not to exceed $[*]
per hour through the end of the first year following the Effective Date and,
thereafter, at HEALTH HERO's then current rates on a most favored customer
basis. For the purposes hereof, "most favored customer" means the most favorable
rates charged by HEALTH HERO to commercial customers or other strategic partners
including licensees (but excluding any governmental entities or agencies) to
whom HEALTH HERO provides comparable technical assistance. If at the time such
charges are incurred, HEALTH HERO is not providing to a commercial customer or
other strategic partners, comparable technical assistance, then HEALTH HERO
shall charge AMAC no more than HEALTH HERO's standard rates for engineering
services as set forth in HEALTH HERO'S then current price list for such
services. As of the Effective Date, HEALTH HERO'S current rate for its
engineering services is $[*] per hour.

Notwithstanding the foregoing, HEALTH HERO will not be required to perform any
development work or provide any technical assistance hereunder that HEALTH HERO
reasonably believes could be deemed to be unlawful or could result in the
development of a product that infringes or misappropriates any intellectual
property rights (including without limitation HEALTH HERO intellectual property
rights), or which is outside of the scope of the license grant by HEALTH HERO to
AMAC as set forth in Section 7 herein. Subject to the foregoing, following
commercial launch of the PERS BUDDY, HEALTH HERO shall continue providing AMAC
with technical assistance as needed for the PERS BUDDY on a time and materials
basis at HEALTH HERO'S then-current hourly rates; provided, however, that HEALTH
HERO shall provide the services specified in the first sentence of Section
2.4(a) without charge to AMAC.

2.3    HEALTH HERO warrants and represents that during the term hereof, the
software, firmware and network deliverables developed or provided by HEALTH HERO
under this Agreement for use in or in connection with the PERS BUDDY, will
function in accordance with the product specifications set forth in Attachment
III (B).

2.4    (a) During the term hereof, HEALTH HERO will be responsible for
maintaining the software, firmware, hardware, and network deliverables outlined
in Attachment III(B), without charge to AMAC; provided, however, that HEALTH
HERO'S maintenance obligations shall not include HEALTH HERO maintaining
backward compatibility to any Future Applications developed by third party
developers hereunder. Updates and changes to the software, firmware, hardware,
and/or network deliverables may occur as follows: (i) HEALTH HERO may update or
change the software, firmware, hardware, and/or network deliverables through new
feature development and/or general maintenance. In such event, AMAC will acquire
a license, free of charge, to use any and all such updates and changes to the
extent they are generally commercially available to HEALTH HERO'S customers and
licensees at no charge, or (ii) HEALTH HERO may develop, at its own expense, new
features or additions to the system which will be made generally commercially
available to Health Hero's customers and licensees (including AMAC) on an
"opt-in" basis for a fee.


                                      -2-
<PAGE>

                                  CONFIDENTIAL


       (b) During the term hereof, AMAC may request HEALTH HERO to develop
software or firmware applications, other than those specifically provided for in
Attachment III(B), exclusively for AMAC for use with the PERS BUDDY in
accordance with specifications, and under terms and conditions, to be agreed by
the parties in a separate written agreement in accordance with procedures set
forth hereinbelow ("Future Applications"). Future Applications shall be those
software or firmware applications which (i) require access to or integration
with HEALTH HERO'S communication network, and/or (ii) require use of Health
Buddy Technology or any HEALTH HERO technical assistance, and may include but
not necessarily be limited to, home health personnel monitoring and vital signs
monitoring from devices connected to the HEALTH HERO communication network
component of the PERS BUDDY and/or which requires use of Health Buddy Technology
or any HEALTH HERO technical assistance. If AMAC requires no more than the total
of (x) [*] hours (at no charge to AMAC), and (y) [*] hours on a time and
materials basis (as set forth below), of HEALTH HERO'S technical analysis with
respect to whether a proposed AMAC Application will (1) require access to or
integration with HEALTH HERO'S communication network, (2) require use of Health
Buddy Technology or any HEALTH HERO technical assistance, or (3) damage, disrupt
or impair HEALTH HERO'S communication network, such technical analysis will not
be deemed HEALTH HERO technical assistance for the purposes of this Section
2.4(b). However, if at any time with respect to an AMAC Application, AMAC
requires anything from HEALTH HERO in the way of technical assistance that is
more than the technical analysis specifically provided for in the preceding
sentence, and/or requires access to or integration with HEALTH HERO'S
communication network, and/or requires use of Health Buddy Technology, the AMAC
Application will be deemed a Future Application for the purposes of this Section
2.4(b). HEALTH HERO will develop Future Applications on a time and materials
basis, with an hourly rate not in excess of $[*] per hour through the end of the
first year following the Effective Date of this Agreement and, thereafter, at
HEALTH HERO's then current rates on a most favored customer basis (as defined in
Section 2.2 above). AMAC will not be required to pay HEALTH HERO an upfront
license fee to use Future Applications. Upon AMAC's written request that HEALTH
HERO develop a Future Application, the parties shall endeavor in good faith to
agree upon the product specifications, tasking and development schedule for such
Future Application, such agreement not to be unreasonably withheld or delayed.
If the parties are unable to agree upon the product specifications, tasking and
development schedule for such Future Application within 60 days after HEALTH
HERO has received AMAC's written request therefor, and HEALTH HERO believes
AMAC'S request with respect to such Future Application is either unreasonable
and/or not feasible, then HEALTH HERO shall first provide AMAC with a written
explanation as to why HEALTH HERO believes AMAC'S request with respect to such
Future Application is either unreasonable and/or not feasible and, if within 15
business days following AMAC's receipt of such written explanation, the parties
are unable to agree on product specifications, tasking and development schedule
for such Future Application then HEALTH HERO shall be obligated to invoke
Section 17.3(b). For the purposes hereof, HEALTH HERO may assert that AMAC'S
request with respect to a Future Application is unreasonable and/or not
feasible, and HEALTH HERO may invoke Section 17.3(b), only if HEALTH HERO
believes AMAC'S request with respect to a Future Application is unreasonable
and/or not feasible for technical or development schedule reasons. If HEALTH
HERO does not invoke Section 17.3(b) within 15 days after the 60 day period
referred to herein has expired, then AMAC shall be entitled to engage a third
party developer reasonably acceptable to HEALTH HERO to develop such Future
Application for AMAC, under terms and conditions (including without limitation
confidentiality obligations on the part of such third party developer in favor
of HEALTH HERO, and meeting HEALTH HERO's regulatory and operational systems
compliance requirements) reasonably acceptable to HEALTH HERO, and HEALTH HERO
will provide only that technical assistance as may be necessary by such third
party developer to develop such Future Application, up to and including

                                      -3-
<PAGE>

                                  CONFIDENTIAL


specifications and/or source code to Software (as defined in Section 17.13) and
any network compatibility testing that AMAC may reasonably request. Any such
technical assistance provided by HEALTH HERO under the preceding sentence will
be on a time and materials basis at HEALTH HERO's rates on a most favored
customer basis. In the event and to the extent any source code to Software is
required by a third party developer to develop a Future Application hereunder,
and (1) HEALTH HERO does not invoke arbitration under Section 17.3(a), or HEALTH
HERO does invoke arbitration under Section 17.3(b) and the arbitrator determines
that AMAC'S request with respect to a Future Application is both reasonable and
feasible (as set forth above), and (2) HEALTH HERO refuses to provide the source
code to Software necessary for the third party developer to develop the Future
Application, then the provisions of Section 17.13 will apply with respect to the
release of such source code from escrow as provided for therein, except that the
delivery mechanism by which such source code will be released to such third
party developer shall be determined by the parties in good faith at the time of
its release. If HEALTH HERO believes AMAC'S request with respect to such Future
Application is either unreasonable and/or not feasible (as set forth above), and
HEALTH HERO does invoke Section 17.3(b) within 15 days after the 60 day period
referred to herein has expired, AMAC shall not have the right to develop or have
developed such Future Application pending the outcome of the arbitration process
under Section 17.3(b). In any event, if and to the extent a Future Application
is developed by a third party developer hereunder and such Future Application
has access to or use of HEALTH HERO'S communication network, HEALTH HERO shall
have the right to access and inspect such Future Application (including its
source code subject to obligations of confidentiality by HEALTH HERO in favor of
AMAC and/or the third party developer ) prior to and during the deployment of
such Future Application. Notwithstanding the foregoing, AMAC shall be solely
responsible and liable for the development, deployment and utilization of any
Future Applications developed by a third party developer hereunder, including
but not limited to any damage to or impairment or disruption of HEALTH HERO's
communication network or damage to or loss of any data from HEALTH HERO's
communication network, even if HEALTH HERO had access to or inspected such
Future Application. In the event and to the extent the development, deployment
and utilization of a Future Application developed by a third party developer
hereunder results in any damage to or impairment or disruption of HEALTH HERO's
communication network or damage to or loss of any data from HEALTH HERO's
communication network, then HEALTH HERO shall have the right to discontinue
AMAC's access to HEALTH HERO's communication network, for so long as there is
any damage to or impairment or disruption of HEALTH HERO's communication network
or damage to or loss of any data from HEALTH HERO's communication network,
without being in breach of its obligations under this Agreement, and the
exclusions of damages set forth in Section 10.1 shall not apply in the event and
to the extent there is a determination pursuant to arbitration under Section
17.3(a) that there is any damage to or impairment or disruption of HEALTH HERO's
communication network or damage to or loss of any data from HEALTH HERO's
communication network.

During the ninety (90) day period following the Effective Date, during which the
parties will be developing Attachment III(B) pursuant to Section 2.1, hereof,
the parties shall also endeavor in good faith to discuss and agree upon
functional product descriptions for two (2) Future Applications (vital signs
monitoring and a home health personnel monitoring), which functional product
descriptions will be in a Product Overview format set forth in Attachment V
hereto. The Product Overview format will allow HEALTH HERO and AMAC to agree on
the form and function of each such Future Application in general terms, but will
not include a detailed specification, development schedule, or pricing for such
Future Applications, all of which shall be subject to this Section 2.4(b). If
after developing Attachment V, the parties agree that in order to execute on the
product development plan for one of the Future Applications described in this
paragraph, such Future Application does not require: (A) access to or
integration with HEALTH HERO'S communication network, and/or (B) use of Health
Buddy

                                      -4-
<PAGE>

                                  CONFIDENTIAL


Technology or any HEALTH HERO technical assistance, then such Future Application
shall not be deemed a Future Application for the purposes hereof and shall be
deemed an AMAC Application as defined in Section 2.5. Nothing in this Section
2.4(b) shall deem either vital signs monitoring or home health personnel
monitoring as a Future Application until both parties agree in writing to such
designation as part of a detailed product specification for such Future
Application. Once vital signs monitoring and/or home health personnel monitoring
is deemed a Future Application as provided for herein, such Future Application
will be deemed within the scope of the license grant by HEALTH HERO to AMAC
under Section 7.

(c)    Notwithstanding anything to the contrary herein, if HEALTH HERO
reasonably believes AMAC'S request with respect to a Future Application could be
deemed to be unlawful or could result in the development of a product that
infringes or misappropriates any intellectual property rights (including without
limitation HEALTH HERO intellectual property rights), or is outside of the scope
of the license grant by HEALTH HERO to AMAC as set forth in Section 7 herein,
then HEALTH HERO shall not be required to develop such Future Application, nor
shall AMAC or any third party developer have the right to develop such Future
Application, and the provisions of Section 2.4(b) shall not apply. Accordingly,
nothing in this Section 2.4 or in Section 2.5 below shall be deemed to expand
any rights of AMAC under this Agreement or to expand the scope of the license
grant by HEALTH HERO to AMAC under Section 7; provided, however, AMAC's
combination of, or integration of, an AMAC Application with or into the PERS
Buddy shall be deemed to be within the scope of the license grant under Section
7 so long as the AMAC Application does not otherwise infringe any intellectual
property rights of Health Hero or any third party. Notwithstanding the
foregoing, if at any time with respect to an AMAC Application, AMAC requires
anything from HEALTH HERO in the way of technical assistance that is more than
the technical analysis specifically provided for in Section 2.4(b), and/or
requires access to or integration with HEALTH HERO'S communication network,
and/or requires use of Health Buddy Technology, the AMAC Application will be
deemed a Future Application for the purposes of this Section 2.4; provided,
however, that AMAC's combination of, or integration of, an AMAC Application with
or into the PERS Buddy shall not in and of itself, be deemed to render the AMAC
Application a Future Application.

       2.5 (a) In addition to any Future Applications which may be developed,
AMAC may develop or have developed from time to time, other software or firmware
applications which neither (i) require access to or integration with HEALTH
HERO'S communications network, nor (ii) require use of Health Buddy Technology
or any HEALTH HERO technical assistance (such other software or firmware
applications to be referred to herein as "AMAC Applications"). The parties
acknowledge that, with respect to Future Applications (subject to Sections
2.4(b) and 2.4(c)) and with respect to AMAC Applications, AMAC may independently
develop a communications network, on which any data output of Future
Applications and/or AMAC Applications may be transmitted and that it will not be
required that any Future Applications or AMAC Applications utilize the HEALTH
HERO communication network. Subject to Sections 2.4(b) and 2.4(c), the parties
agree that AMAC may independently, combine or integrate the PERS BUDDY with such
Future Applications and/or AMAC Applications and that the incorporation or
combination of such Future Applications and/or AMAC Applications with or into
the PERS BUDDY, will be deemed permitted under the licenses granted hereby and
that AMAC may exercise any and all rights with respect to PERS BUDDY that it
otherwise enjoys under the licenses granted hereby, without diminution, and
without payment of additional compensation to HEALTH HERO other than as
expressly provided for in this Agreement (including under Sections 3.7 and 8.1)
or as otherwise may be agreed by the parties in writing, so long as such Future
Applications and AMAC Applications do not damage, impair or disrupt HEALTH
HERO's communication network or cause


                                      -5-
<PAGE>

                                  CONFIDENTIAL


damage to or loss of any data from HEALTH HERO's communication network.
Accordingly, AMAC shall be solely responsible and liable for the development,
deployment and utilization of any AMAC Applications, including but not limited
to any damage to or impairment or disruption of HEALTH HERO's communication
network or damage to or loss of any data from HEALTH HERO's communication
network. In the event and to the extent the development, deployment and
utilization of an AMAC Application results in any damage to or impairment or
disruption of HEALTH HERO's communication network or damage to or loss of any
data from HEALTH HERO's communication network, then HEALTH HERO shall have the
right to discontinue AMAC's access to HEALTH HERO's communication network for so
long as there is any damage to or impairment or disruption of HEALTH HERO's
communication network or damage to or loss of any data from HEALTH HERO's
communication network, without being in breach of its obligations under this
Agreement, and the exclusions of damages set forth in Section 10.1 shall not
apply in the event and to the extent there is a determination pursuant to
arbitration under Section 17.3(a) that there is any damage to or impairment or
disruption of HEALTH HERO's communication network or damage to or loss of any
data from HEALTH HERO's communication network.
       (b) Notwithstanding anything to the contrary herein, in the event and to
the extent AMAC independently develops a communications network, on which any
data output of Future Applications and/or AMAC Applications may be transmitted
as provided for herein (i) AMAC'S payment obligations to HEALTH HERO under this
Agreement (including Sections 3.7 and 8.1) shall remain in effect and be
undiminished by virtue of AMAC developing, deploying and utilizing such
independent communications network, (ii) for the purposes hereof, such
independent communications network shall not be deemed a Future Application
hereunder, such that HEALTH HERO shall have no obligation to provide technical
assistance of any kind whatsoever (including without limitation any
specifications or source code) to AMAC or any third party in developing such
independent communications network, and (iii) AMAC shall be solely responsible
and liable for the development, deployment and utilization of such independent
communications network, including but not limited to any damage to or impairment
or disruption of HEALTH HERO's communication network or damage to or loss of any
data from HEALTH HERO's communication network. In the event and to the extent
the development, deployment and utilization of an independent communications
network by or on behalf of AMAC results in any damage to or impairment or
disruption of HEALTH HERO's communication network or damage to or loss of any
data from HEALTH HERO's communication network, then HEALTH HERO shall have the
right to discontinue AMAC's access to HEALTH HERO's communication network for so
long as there is any damage to or impairment or disruption of HEALTH HERO's
communication network or damage to or loss of any data from HEALTH HERO's
communication network, without being in breach of its obligations under this
Agreement, and the exclusions of damages set forth in Section 10.1 shall not
apply in the event and to the extent there is a determination pursuant to
arbitration under Section 17.3(a) that there is any damage to or impairment or
disruption of HEALTH HERO's communication network or damage to or loss of any
data from HEALTH HERO's communication network.

       2.6 After the parties review and mutually approve in writing the results
of the development, testing and validation of the PERS BUDDY per Section 2.1,
and after AMAC has approved the final ready to be commercialized prototype of
the PERS BUDDY (not to be unreasonably withheld or delayed), AMAC shall
manufacture or have manufactured, at AMAC's sole expense, the PERS BUDDY. In
connection with such manufacture, AMAC agrees to give [*] an opportunity to bid
on the manufacture of the PERS BUDDY. Subject to the foregoing, AMAC shall have
the right in its sole discretion to choose the manufacturer of the PERS BUDDY.


                                      -6-
<PAGE>

                                  CONFIDENTIAL


       2.7 For the purposes hereof, "manufacture" includes without limitation,
assembly, testing, labeling, packaging, storage and transportation of the PERS
BUDDY. AMAC warrants and represents that the manufacture of the PERS BUDDY
shall:
       (a) be carried out in accordance with, and each PERS BUDDY shall meet,
all applicable specifications and be free from defects; provided, however, that
except with respect to AMAC's obligations under Section 15, the sole remedy for
breach of this warranty shall be that specified in Section 9.1(b), and
       (b) comply, in all material respects, with all applicable federal, state
and local laws and regulations, rules, ordinances, injunctions, orders and
decrees (including without limitation federal, state and local safety, health
and environmental laws and regulations) including those applicable to: (i)
facilities where any manufacturing activities are carried out, or (ii) materials
and components used to manufacture or assemble the PERS BUDDY.

3.     IMPLEMENTATION AND MARKETING EFFORTS
3.1    Following the Effective Date, AMAC will use reasonable commercial efforts
to market and resell the HH Service. As requested by AMAC, HEALTH HERO shall
implement the HH Service at, and provide customer support to, AMAC, CM/DMs
and/or AMAC customers. The operational services and support to be provided by
HEALTH HERO to AMAC, CM/DMs and/or AMAC customers, and the fees and charges to
be paid by AMAC to HEALTH HERO for such operational services and support, are
described more fully in Attachment VI.

3.2    Following the commercial manufacture and launch of the PERS BUDDY in
accordance with Section 2, AMAC shall, at its own expense, use reasonable
commercial efforts to market the PERS BUDDY and resell the HH Service, and
HEALTH HERO shall, at its own expense, use reasonable commercial efforts to
market the PERS BUDDY and resell the PERS Services, subject to and in accordance
with the Joint Marketing Plan ("JMP") to be developed by the parties and agreed
in writing within 90 days after the Effective Date. Among other things, the JMP
will provide for AMAC being able to offer to third parties in the United States,
including HEALTH HERO customers, outsourced care management and/or disease
management services, in addition to PERS Services, which can be provided by AMAC
in conjunction with the Health Buddy or the PERS BUDDY. The JMP shall be updated
annually by the parties in writing.

3.3    Notwithstanding Sections 3.1 and 3.2, (a) AMAC shall not directly sell
the HH Service to any of HEALTH HERO'S customers existing as of the Effective
Date for so long as those customers remain customers of HEALTH HERO, or to those
parties with whom HEALTH HERO is in discussions regarding the provision of the
HH Service as of the Effective Date ("Potential Customers") for a period of six
(6) months after the Effective Date (such existing customers and Potential
Customers are listed on Exhibit 1 hereto), and (b) AMAC shall not directly sell
the PERS BUDDY to any of HEALTH HERO'S customers listed on Exhibit 1 . The JMP
shall provide for HEALTH HERO's and AMAC's cooperative marketing of the PERS
BUDDY, the PERS Services and the HH Service to such existing customers and
Potential Customers. Subject to this Section 3.3, AMAC shall have the right to
sell the PERS BUDDY to any person or entity in the United States.

3.4    For the purposes hereof, subject to the terms and conditions of this
Agreement, AMAC shall have the right to resell the HH Service as described in
Attachment II, and HEALTH HERO shall have the right to resell the PERS Service
in conjunction with the PERS BUDDY, all of which shall be subject to and in
accordance with the JMP.


                                      -7-
<PAGE>

                                  CONFIDENTIAL


3.5    Following the commencement of commercial manufacture and marketing of the
PERS BUDDY, at AMAC's request, HEALTH HERO shall implement the HH Service at,
and provide customer support to, AMAC, CM/DMs and/or AMAC customers. The
operational services and support to be provided by HEALTH HERO to AMAC, CM/DMs
and/or AMAC customers, and the fees and charges to be paid by AMAC to HEALTH
HERO for such operational services and support, are more fully in Attachment VI
hereto.

3.6    Each time AMAC requests HEALTH HERO to commence providing the HH Service
with respect to a Health Buddy User or a PERS BUDDY User, HEALTH HERO shall
"activate" such Health Buddy User or PERS BUDDY User on the HH Service, and
commence charging to AMAC the Monthly Service Fee for such Health Buddy User or
PERS BUDDY User as set forth in Section 8.1.

3.7    Upon the activation of a Health Buddy User, HEALTH HERO shall ship a
Health Buddy unit to such Health Buddy User, and HEALTH HERO shall charge AMAC,
and AMAC agrees to pay: (i) a one time Activation Fee of $[*] per Health Buddy
User activation, and (ii) an ongoing Health Buddy Lease Fee of $[*] per active
Health Buddy unit per month. The Activation Fee includes Health Buddy
fulfillment (shipment of Health Buddy following activation of Health Buddy User
and retrieval of Health Buddy following de-activation of Health Buddy User),
refurbishment of Health Buddy and advanced replacement/repair of Health Buddy.
The Health Buddy Lease Fee shall be charged to AMAC on a monthly basis for every
month, or part thereof, following a Health Buddy User Activation. Health Buddy
User Activations will be monitored by HEALTH HERO on a monthly basis and the
Activation Fee will be billed to AMAC monthly. Subject to Section 9.1, with
respect to all Health Buddy units furnished hereunder, HEALTH HERO at its sole
expense shall maintain and provide any and all necessary service for the Health
Buddy (including without limitation its repair, refurbishment, retrieval,
storage, shipping or replacement). For each Health Buddy unit that is not
returned to HEALTH HERO in working condition within 30 days after a Health Buddy
User has been de-activated from the HH Service, AMAC shall pay HEALTH HERO a fee
of $[*] for each such unit.

3.8    Each time a HEALTH HERO customer requests that a patient receive a PERS
BUDDY, AMAC shall (a) have a PERS BUDDY installed in such patient's home (and
such patient shall be deemed a PERS BUDDY User for the purposes hereof), (b)
commence providing the PERS Services to such PERS BUDDY User, and (c) commence
charging to HEALTH HERO the Monthly Service Fee for such patient's use of a PERS
BUDDY as set forth in Section 8.2. Upon the activation of a PERS BUDDY User by a
HEALTH HERO customer, AMAC shall ship a PERS BUDDY unit to such PERS BUDDY User,
and AMAC shall charge HEALTH HERO, and HEALTH HERO agrees to pay: (i) a one time
Activation Fee not to exceed $[*] per PERS BUDDY User activation, and (ii) an
ongoing PERS BUDDY Lease Fee not to exceed $[*] per active PERS BUDDY unit per
month. The Activation Fee includes PERS BUDDY fulfillment (shipment of PERS
BUDDY following activation of PERS BUDDY User and retrieval of PERS BUDDY
following de-activation of PERS BUDDY User), installation of the PERS BUDDY at
the home of the PERS BUDDY User, refurbishment of PERS BUDDY and advanced
replacement/repair of PERS BUDDY. The PERS BUDDY Lease Fee shall be charged to
HEALTH HERO on a monthly basis for every month, or part thereof, following a
PERS BUDDY User Activation. PERS BUDDY User Activations will be monitored by
AMAC on a monthly basis and the Activation Fee will be billed to HEALTH HERO
monthly. Subject to Section 9.1, with respect to all PERS BUDDY units furnished
hereunder, AMAC at its sole expense shall maintain and provide any and all
necessary service for the PERS BUDDY (including without limitation its repair,
refurbishment, retrieval, storage, shipping or replacement) other than the HH
Service. For each PERS BUDDY unit that is not returned to


                                      -8-
<PAGE>

                                  CONFIDENTIAL


AMAC in working condition within 30 days after a PERS BUDDY User has been
de-activated from the HH Service or the PERS Service, HEALTH HERO shall pay AMAC
a fee not to exceed $[*] for each such unit. AMAC agrees that after it
understands its costs to manufacture the PERS BUDDY and provide the services
that are to be provided for the PERS BUDDY Activation Fee, AMAC will review the
dollar amounts provided for in this Section 3.8 and will in good faith seek to
reduce such dollar amounts in order to be as competitive as possible.

3.9    All marketing, promotional, advertising and sales activities by each
party in relation to the Health Buddy, the PERS BUDDY and the other party's
products and services, shall be subject to, and comply with the requirements of,
all applicable laws and regulations including without limitation, the regulatory
clearance (s) (if any) for the Health Buddy and any approved product labeling.
Each party agrees that all promotional, advertising, marketing, sales and
publicity materials (including without limitation, product labeling, packaging
and documentation, sales aids and training materials, product presentations and
product plans) that relate to or mention the Health Buddy or the PERS BUDDY
and/or the other party's products or services, or this Agreement, will be
submitted to the other party for its written approval prior to the use thereof,
which approval will not be unreasonably withheld or delayed.

3.10   Each party further agrees to comply with the other party's trademark
usage guidelines in using any trademark, service mark or tradename of the other
party. Each party shall cease using the other party's trademarks, service marks
or tradenames, whether approved or not, upon the effective date of any
termination hereof. Within 30 days after the JMP has been finalized, the parties
shall negotiate in good faith and enter into a Trademark License Agreement
pursuant to which each party shall license to the other party the right to use
such party's trademarks and service marks in connection with the manufacture,
marketing and sale of the parties' respective products and services as
contemplated in the JMP.

4.     HEALTH BUDDY AND PERS BUDDY INSTALLATION AND SERVICES
4.1    With respect to all Health Buddy Users and PERS BUDDY Users hereunder,
AMAC at its sole expense, shall at its election install the Health Buddy in
Health Buddy Users' homes, and shall install the PERS BUDDY in PERS BUDDY Users'
homes, and train and provide support to Health Buddy Users and PERS BUDDY Users
on the use thereof. AMAC at its sole expense shall also maintain and provide any
and all necessary service for the PERS BUDDY (including without limitation its
repair, refurbishment, retrieval, storage, shipping or replacement), other than
the HH Service.

4.2    AMAC at its sole expense, shall be responsible for and provide the PERS
Services.

4.3    AMAC shall be responsible for the provision, whether by AMAC, CM/DMs or
AMAC customers, of all care management and disease management services to Health
Buddy Users and PERS BUDDY Users who use the Health Buddy feature of the PERS
BUDDY. Obligations in connection with provision of such care management and
disease management services shall include without limitation, the following:
(a) recruiting, identifying and enrolling Health Buddy Users and PERS BUDDY
Users and verifying their eligibility throughout the duration of his/her use of
the Health Buddy or PERS BUDDY (as the case may be);
(b) obtaining any consents from Health Buddy Users or PERS BUDDY Users that AMAC
deems necessary or which are legally required in providing the Health Buddy to
Health Buddy Users and the PERS BUDDY to PERS BUDDY Users;


                                      -9-
<PAGE>

                                  CONFIDENTIAL


(c) notifying Health Buddy Users and PERS BUDDY Users that HEALTH HERO may have
access to medical and other information transmitted by the Health Buddy and the
PERS BUDDY, and obtaining their consent with respect thereto in accordance with
applicable law;
(d) prior to commencing use of the HH Service, having an appropriate healthcare
professional designated by AMAC and/or a CM/DM review and approve any HH
Applications to be utilized by AMAC with the Health Buddy or the PERS BUDDY;
(e) ensuring that Authorized Users access the Health Hero iCare Desktop on a
regular basis for viewing the data collected from Health Buddy Users and PERS
BUDDY Users and determining and taking any and all follow-up actions with
respect to Health Buddy Users and PERS BUDDY Users responses;
(f) notifying Authorized Users and Health Buddy Users that the Health Buddy is
not an emergency service or a first alert program, and that Health Buddy Users'
medical questions and concerns should be directed to their physicians, to AMAC's
customer service, to a local emergency care facility, or to the local 911
emergency service number; and
(g) notifying Authorized Users and PERS BUDDY Users that in case of an emergency
or other urgent medical need, the PERS BUDDY User is to press the PERS button,
call his/her physician or go to the nearest local emergency care facility,
insofar as the HH Service is not an emergency service or a first alert program.

4.4    Each party shall be responsible for the billing of and collecting payment
from its own customers or Health Buddy Users or PERS BUDDY Users, as the case
may be.

4.5    AMAC shall ensure that all of the services described in this Section 4
are provided by using sound, professional practices and in a competent and
professional manner by knowledgeable, trained and qualified personnel.

4.6    During the term hereof, AMAC will be responsible for delivering to HEALTH
HERO, on the first day of each month, a 6-month rolling forecast of projected
Health Buddy Users, PERS BUDDY Users and Authorized Users during the immediately
following 6-month period. HEALTH HERO will use these forecasts for
infrastructure capacity planning purposes and for no other reason. HEALTH HERO
will be responsible for maintaining infrastructure capacity to ensure that the
HH Service and HH Applications are available to Health Buddy Users, PERS BUDDY
Users and Authorized Users at the service levels described in Attachment III(B).
During the term hereof, HEALTH HERO will provide to AMAC, on the first day of
each month, in order to permit AMAC to plan for PERS BUDDY manufacturing
capacity, a six month rolling forecast of projected PERS BUDDY Users during the
immediately following six month period. AMAC will not use these forecasts for
any other reason than to ensure PERS BUDDY manufacturing capacity.

5.     EXCLUSIVE RIGHTS AND MINIMUM PERFORMANCE GUARANTEE
5.1    For the purposes hereof, the "Exclusive Period" means the [*] year period
commencing on the Effective Date. The parties may agree in writing prior to the
end of the Exclusive Period, to extend the Exclusive Period. The Exclusive
Period will be extended beyond such [*] year period upon AMAC meeting the
minimum performance guarantees as specified in Section 5.3 below. During the
Exclusive Period, HEALTH HERO hereby appoints AMAC as its exclusive manufacturer
and distributor, in the United States, of the PERS BUDDY. Pursuant to this
appointment, HEALTH HERO also agrees that, during the Exclusive Period (unless
AMAC fails to meet the minimum performance guarantees specified in Section 5.3):
(a) HEALTH HERO shall not, directly or indirectly, integrate or manufacture, or
license

                                      -10-
<PAGE>

                                  CONFIDENTIAL


another (except AMAC) to integrate or manufacture, the Health Buddy Technology
with a PERS Console in the United States and (b) shall not, directly or
indirectly, distribute, or license another (except AMAC) to distribute, the
Health Buddy Technology integrated with a PERS Console in the United States. A
PERS Console is [*]. For purposes of this Agreement, the word "distribute" shall
include the functions of marketing, selling, leasing, renting, providing or
otherwise making available. The parties understand that the obligations and
appointments under this Section 5.1 shall not preclude HEALTH HERO from (i)
integrating the Health Buddy Technology with any other person's or entity's
products or technologies, directly or through a license, so long as the
integration does not violate AMAC's exclusive rights hereunder or (ii)
manufacturing or distributing the Health Buddy Technology, directly or licensing
another to do so, so long as such manufacture or distribution does not violate
AMAC's exclusive rights hereunder.

5.2    During the Exclusive Period HEALTH HERO shall exclusively promote AMAC as
the preferred ERC to be used with the HH Services in the United States, which
shall include without limitation: (a) the issuance of a press release following
the signing of this Agreement by both parties announcing HEALTH HERO'S exclusive
promotion of AMAC as the preferred ERC to be used with the HH Service, and (b)
agreement upon joint marketing and sales activities by the parties' respective
marketing and sales organizations under the JMP.

5.3    AMAC's exclusivity under Section 5.1 and HEALTH HERO's obligations under
Section 5.2 are conditioned upon AMAC meeting the following minimum performance
guarantees: [*] For the purposes hereof, AMAC shall be deemed to have met the
minimum performance guarantees hereunder if the Health Buddy units which have
been activated and are in commercial use are the result of AMAC's direct sales,
and the PERS BUDDY units which have been activated and are in commercial use are
the result of either party's sales. If AMAC fails to meet any of the minimum
performance requirements set forth in Section 5.3, at AMAC's request, HEALTH
HERO may, in its sole discretion (but HEALTH HERO shall have no obligation to do
so), agree in writing to allow AMAC to meet such minimum performance requirement
by paying to HEALTH HERO in cash the amounts that HEALTH HERO would have
otherwise received under Sections 3.7 and 8.1 if AMAC had met such minimum
performance requirement.

5.4    If AMAC fails to meet any of the minimum performance requirements set
forth in Section 5.3, HEALTH HERO may at its option: (i) integrate or license
the right to integrate Health Buddy Technology with PERS Consoles, (ii)
manufacture, distribute or license the right to manufacture or distribute (as
that term is used in Section 5.1), Health Buddy Technology integrated with PERS
Consoles and/or (iii) promote other companies' PERS products and services
(including ERC) to be used with the HH Service, which shall be HEALTH HERO'S
exclusive remedies for AMAC's failure to meet any of the minimum performance
requirements provided for in Section 5.3. Even if HEALTH HERO exercises its
rights under this Section 5.4, the non-exclusive licenses and rights granted in
Section 7.1 shall remain in effect through the term of the Agreement and any
renewals hereof as set forth hereinafter.

5.5    (a) If during the Exclusive Period, a third party manufactures or
distributes in the United States, a PERS Console that HEALTH HERO reasonably
believes infringes one or more of HEALTH HERO'S issued U.S. patents or other
HEALTH HERO U.S. intellectual property rights which fall within the scope of the
license grant in Section 7.1 herein, then HEALTH HERO shall either use
reasonable efforts to seek to enforce such patent(s) against such third party at
HEALTH HERO'S expense or, if

                                      -11-
<PAGE>

                                  CONFIDENTIAL


HEALTH HERO elects not to seek to enforce such patent(s) against such third
party within a reasonable period of time, then AMAC shall have the right to do
so at its expense (provided AMAC consults with HEALTH HERO in advance of and
during any such enforcement action) and AMAC shall have the right to retain any
and all of the damages or losses recovered or awarded as a result thereof.

       (b) If during the Exclusive Period, HEALTH HERO breaches its obligations
under Section 5.1, then AMAC shall have the right to enforce its rights under
Section 5.1 against HEALTH HERO and the exclusions of damages set forth in
Section 10.1 shall not apply in the event and to the extent there is a
determination pursuant to arbitration under Section 17.3(a) that HEALTH HERO has
breached its obligations under Section 5.1.

5.6    Subject to HEALTH HERO'S obligations and AMAC's rights under Sections
2.4(b), 5.1, 5.2, and 5.5, (i) nothing in this Agreement shall impair or
prohibit HEALTH HERO's unrestricted right at any time to further develop,
integrate, license, manufacture, market, sell, provide, distribute or otherwise
make available Health Buddy Technology, the HH Service and/or HH Applications to
third parties, (ii) nor shall this Agreement be construed to impair or prohibit
any licensee or customer of HEALTH HERO from developing products and services of
any kind.

5.7    If AMAC is unwilling to distribute the PERS BUDDY to any customer or
potential customer of HEALTH HERO, the provisions of Sections 5.1 and 5.2 shall
not apply with respect to that customer or potential customer, but only insofar
as HEALTH HERO can provide the PERS BUDDY to that customer for HEALTH HERO's own
account, instead of as agent for AMAC and shall otherwise be subject to Section
8.2.

5.8    During the Exclusive Period, HEALTH HERO shall consider offering to AMAC
the right to manufacture, market, distribute or perform ERC monitoring services
for the PERS BUDDY in Canada, before HEALTH HERO offers an unaffiliated third
party the right to integrate Health Buddy Technology with a PERS Console in
Canada. The foregoing shall not obligate HEALTH HERO to offer or grant any such
rights to AMAC. However, if HEALTH HERO does offer such any such rights to AMAC,
such offer may be subject to different or additional terms and conditions
including without limitation, the payment by AMAC to HEALTH HERO of an
additional upfront fee.

6.     LICENSE AND DEVELOPMENT FEE

6.1    In consideration for the development work to be performed by HEALTH HERO
under Section 2, and the grants of licenses by HEALTH HERO to AMAC in Section 7,
AMAC shall make the following milestone payments to HEALTH HERO as follows (the
"License and Development Fees"):

       (a)    Milestone 1: $[*] upon the full execution and delivery of this
              Agreement.

       (b)    Milestone 2: $[*] upon HEALTH HERO achieving the Phase I
Deliverable set forth in Attachment IV, but such amount shall not be due until
the [*] day period referred to in the next sentence has transpired and until
AMAC has had the [*] day period to exercise its termination right, or has
advised HEALTH HERO prior to such [*] day period in writing that it will not
exercise such termination right. In the event AMAC has not raised $[*] in
funding on or before [*] days after the Effective Date, and AMAC has not paid
such $[*] to HEALTH HERO as provided herein, AMAC may at its option, exercised
by notice in writing to HEALTH HERO within [*] days after such [*] day period,
terminate this Agreement. In such event, HEALTH HERO will be entitled to retain
any milestone payments made prior to such termination, and notwithstanding
Attachment IV, HEALTH HERO shall not deliver the Phase I Deliverable to AMAC.
Otherwise, the parties will have no further rights or obligations under this


                                      -12-
<PAGE>

                                  CONFIDENTIAL


Agreement (including without limitation, Section 17.13 shall not survive any
such termination and HEALTH HERO shall have no obligations whatsoever under
Section 17.13 following such termination, and AMAC shall have no further payment
obligations hereunder other than HEALTH HERO shall retain the $[*] payment in
Section 6.1(a) above), and no further liability to each other as a result of
such termination, except with respect to Sections 7.5, 7.6, 11.1, 11.2, 11.4,
12, 13.4, 14, 17.2 and 17.3.

       (c)    Milestone 3: $[*] upon HEALTH HERO achieving the Phase II
Deliverable set forth in Attachment IV.

       (d)    Milestone 4: $[*] upon HEALTH HERO achieving the Phase III
Deliverable set forth in Attachment IV.

       Notwithstanding the foregoing, the total of the milestone payments set
forth above ($[*]) shall be fully paid by AMAC to HEALTH HERO upon premature
termination of this Agreement for any reason other than (i) HEALTH HERO's
failure to remedy a material breach under Section 13.2, and (ii) AMAC's
termination of this Agreement under Section 6.1(b). If AMAC does not timely make
any milestone payment to HEALTH HERO upon HEALTH HERO achieving the Deliverable
for which such payment is to be made, unless HEALTH HERO has agreed to extend in
writing the date upon such payment is to be made, this Agreement shall
immediately terminate upon written notice by HEALTH HERO to AMAC.

       (e)    $[*] following the Effective Date, which amount shall be paid by
AMAC paying to HEALTH HERO: (i) $[*] per Health Buddy User per month, and (ii)
and $[*] per PERS BUDDY User per month, until such time that HEALTH HERO has
received a total of $[*] resulting from such payments. Notwithstanding the
foregoing, such $[*] shall be fully paid up (i) no later than [*] years after
the Effective Date, and (ii) upon premature termination of this Agreement for
any reason other than (1) HEALTH HERO's failure to remedy a material breach
under Section 13.2 or (2) AMAC's termination of this Agreement under Section
6.1(b). If AMAC does not timely make any payment to HEALTH HERO as provided for
in this Section 6.1(e), unless HEALTH HERO has agreed to extend in writing the
date upon such payment is to be made, this Agreement shall immediately terminate
upon written notice by HEALTH HERO to AMAC.

6.2    Subject to Section 7.8, all License and Development Fees paid by AMAC to
HEALTH HERO shall be non-refundable.

6.3    The grants of rights and licenses by HEALTH HERO to AMAC under Section 7,
to the extent they relate to the PERS BUDDY, are contingent upon HEALTH HERO'S
receiving at least $[*] of the [*] dollar ($[*]) License and Development Fee
provided for in Section 6.1, the payment of which is conditioned upon HEALTH
HERO's achieving the milestone deliverables set forth in Attachment IV.

7.     GRANT OF LICENSES

7.1    Subject to the terms and conditions of this Agreement, HEALTH HERO hereby
grants to AMAC for the term hereof, a non-exclusive (but exclusive to the extent
provided for in Section 5.1), non-assignable, non-sublicensable (except to a
third party manufacturer of the PERS BUDDY, but only to the extent necessary for
such third party manufacturer to make the PERS BUDDY subject to and in
accordance with this Agreement), non-transferable license in the United States
under HEALTH HERO'S patents, copyrights trademarks and trade secrets (but only
to the limited extent such intellectual property rights would otherwise be
infringed), to:

(a) offer for sale and sell the HH Service and to use the HH Service (including
the HH Applications) within AMAC's internal operations or business for the sole
purpose of enabling two-way healthcare communications between Health Buddy Users
and their remote care managers or disease managers,

                                      -13-
<PAGE>

                                  CONFIDENTIAL


(b) make or have made, use, offer for sale and sell, lease and offer for lease,
the PERS BUDDY, in the manner contemplated under this Agreement;

(c) use the HH Service (including the HH Applications) within AMAC's internal
operations or business for the sole purpose of enabling two-way healthcare
communications between PERS BUDDY Users and their remote care managers or
disease managers;

(d) Lease and offer for lease the Health Buddy; and

(e) perform AMAC's development functions set forth in Attachment III(B).

AMAC shall have the right to make or have made the PERS BUDDY outside of the
United States (with the exception of the European Community) and shall have the
right to import the PERS BUDDY into the United States, solely for the purpose of
exercising AMAC's right to use, offer for sale and sell, lease and offer for
lease the PERS BUDDY in the United States. Nothing shall be construed herein as
granting to AMAC the right to use, offer for sale or sell, or lease or offer for
lease, the PERS BUDDY anywhere outside of the United States.

7.2    AMAC's rights under the licenses granted in Section 7.1 are subject to
the following limitations:
(a) AMAC shall have no access to or any rights with respect to any HEALTH HERO
software or firmware (whether in source code or object code form), other than as
set forth in Section 17.13.
(b) In connection with AMAC's exercise of its right to use the HH Service under
the license grant above, AMAC shall utilize the "POWERED BY HEALTH HERO" logo on
the HEALTH HERO iCare Desktop and the Health Buddy(R) brand on the PERS BUDDY as
agreed in writing by the parties.

7.3    During the term hereof, AMAC agrees not to enforce any patents or other
intellectual property rights held by AMAC against HEALTH HERO that are within
the scope of the license grant by HEALTH HERO to AMAC in this Section 7, or
which relate to the subject matter of the patents and other intellectual
property licensed by HEALTH HERO to AMAC in this Section 7, but only to the
extent within the scope of the license grant by HEALTH HERO to AMAC in this
Section 7.

7.4    The licenses granted herein do not constitute a sale of the HH Service or
any portion thereof.

7.5    AMAC may not use the HH Service or any part thereof, or any Health Buddy
Technology in any way or for any purpose other than as expressly permitted in
this Agreement, and no other licenses or rights shall be implied. By way of
example but not limitation, except as expressly provided for in Sections 2.4 and
7.1 and Attachment III(B), AMAC may not use, copy, distribute, reverse engineer,
decompile, sell, lease, sublease, sublicense or other wise transfer (including
electronic transfer from one computer to another over a network or otherwise),
modify, adapt, translate, network, publish or create derivative works of any
portion of the HH Service or any Health Buddy Technology without the prior
written permission of HEALTH HERO (which may be withheld in its sole
discretion).

       7.6 Except as may be necessary in order for HEALTH HERO to develop the
PERS BUDDY as specified in Attachment III(B), and to provide the development
work and technical assistance as may be required by AMAC pursuant to Sections
2.2 or 2.4, HEALTH HERO agrees that it shall not copy, distribute, reverse
engineer, decompile, sell, lease, sublease, sublicense or otherwise transfer
(including electronic transfer from one computer to another over a network or
otherwise), modify, adapt, translate, network, publish or create derivative
works of any portion of the PERS Services, the PERS Technology

                                      -14-
<PAGE>

                                  CONFIDENTIAL


or any other technology or proprietary information provided by AMAC without
AMAC's express prior written consent (which may be withheld in AMAC's sole
discretion). HEALTH HERO acknowledges and agrees that no right or license is
granted to HEALTH HERO by AMAC with respect to any of AMAC's PERS Technology or
any other intellectual property of AMAC except the limited right of HEALTH HERO
to access PERS Technology for the sole purpose of developing the PERS BUDDY as
specified in Attachment III(B) and to provide the development work and technical
assistance as may be required by AMAC pursuant to Sections 2.2 or 2.4 and with
respect to HEALTH HERO's right to sell PERS BUDDY in conjunction with the PERS
Services as set forth in Sections 3.4 and 3.5 and in the JMP.

7.7    During the term hereof, AMAC shall have the right to authorize CM/DMs and
AMAC customers to use the HEALTH HERO iCare Desktop for the purpose of providing
care management and/or disease management services to Health Buddy Users and
PERS BUDDY Users. AMAC shall be fully responsible and solely liable for use of
the HH Service by CM/DMs and AMAC customers, and the performance and
non-performance of such CM/DMs and AMAC customers in providing care management
and/or disease management services to Health Buddy Users and PERS BUDDY Users,
and AMAC shall ensure that all such CM/DMs and AMAC customers are made aware of
and comply with the obligations set forth in Section 4.3, the limitations on the
license to use the HH Service as granted in this Section 7, and the obligations
regarding confidentiality set forth in Section 12.

7.8    (a) HEALTH HERO warrants that it has the right to grant the licenses and
rights granted to AMAC under this Agreement, free and clear of any liens,
encumbrances and charges of any kind, and that the intellectual property of
HEALTH HERO licensed to AMAC hereunder is free and clear of any liens,
encumbrances and charges of any kind. HEALTH HERO further warrants that: (i)
AMAC may exercise the licenses and rights granted to it by HEALTH HERO hereunder
for the purposes set forth in this Agreement, (ii) as of the Effective Date to
the best of HEALTH HERO'S knowledge and belief, AMAC's exercise of the licenses
and rights granted to it by HEALTH HERO hereunder do not and will not infringe
any other proprietary or intellectual property rights of any third party, and
(iii) as of the Effective Date to the best of HEALTH HERO'S knowledge and
belief, there are no actual, pending or threatened claims of infringement
against HEALTH HERO by a third party. HEALTH HERO shall have no liability for
breach of the foregoing warranty if, and to the extent that, (1) AMAC uses any
Health Buddy Technology, HH Applications or the HH Service other than as
contemplated under this Agreement, or exercises the licenses and rights granted
to it by HEALTH HERO hereunder other than in accordance with this Agreement, (2)
AMAC uses any Health Buddy Technology in combination with other products (except
AMAC's products as contemplated under this Agreement), (3) AMAC modifies any
hardware, software or firmware alleged to be infringing, or (4) AMAC continues
to use the allegedly infringing item(s) after HEALTH HERO notifies AMAC of an
allegation of infringement and requests AMAC to cease use of the infringing
item(s). If HEALTH HERO determines that the manufacture, sale or use of any of
the Health Buddy Technology, HH Applications or HH Service licensed to AMAC
hereunder infringes the intellectual property rights of a third party, then
HEALTH HERO shall at its option, either: (A) modify the affected aspect(s) of
the Health Buddy Technology, HH Applications or HH Service to render it
non-infringing, (B) obtain a license from such third party, or (C) if neither
(A) nor (B) is available to HEALTH HERO on reasonable commercial terms,
terminate this Agreement promptly upon written notice to AMAC. In the event of
such termination by HEALTH HERO, HEALTH HERO shall be entitled to retain an
amount equal to $[*] multiplied by a fraction, of which the numerator is the
number of months which have transpired since the Effective Date of this
Agreement up until the termination under the circumstances described in this
Section 7.8(a), and the denominator of which shall be [*]. For example, if the
Agreement is terminated at the end of [*] months, HEALTH HERO would be entitled
to retain $[*] ($[*]x[*]). HEALTH HERO would return to AMAC that portion of the
$[*] that HEALTH HERO is not entitled to retain under the preceding sentence.

                                      -15-
<PAGE>

                                  CONFIDENTIAL


(b) AMAC warrants that it has the right to grant the licenses and rights granted
to HEALTH HERO under this Agreement, free and clear of any liens, encumbrances
and charges of any kind, and that the intellectual property of AMAC licensed to
HEALTH HERO hereunder is free and clear of any liens, encumbrances and charges
of any kind. AMAC further warrants that: (i) HEALTH HERO may exercise the
licenses and rights granted to it by AMAC hereunder for the purposes set forth
in this Agreement, (ii) as of the Effective Date to the best of AMAC'S knowledge
and belief, HEALTH HERO's exercise of the licenses and rights granted to it by
AMAC hereunder do not and will not infringe any other proprietary or
intellectual property rights of any third party, and (iii) as of the Effective
Date to the best of AMAC'S knowledge and belief, there are no actual, pending or
threatened claims of infringement against AMAC by a third party. AMAC shall have
no liability for breach of the foregoing warranty if, and to the extent that,
(1) HEALTH HERO uses any PERS Technology or the PERS Services other than as
contemplated under this Agreement, or exercises the licenses and rights granted
to it by AMAC hereunder other than in accordance with this Agreement, (2) HEALTH
HERO uses any PERS Technology in combination with other products (except HEALTH
HERO's products as contemplated under this Agreement), (3) HEALTH HERO modifies
any hardware, software or firmware alleged to be infringing, or (4) HEALTH HERO
continues to use the allegedly infringing item(s) after AMAC notifies HEALTH
HERO of an allegation of infringement and requests HEALTH HERO to cease use of
the infringing item(s). If AMAC determines that the manufacture, sale or use of
any of the PERS Technology or PERS Services licensed to HEALTH HERO hereunder
infringes the intellectual property rights of a third party, then AMAC shall at
its option, either: (A) modify the affected aspect(s) of the PERS Technology or
PERS Services to render it non-infringing, (B) obtain a license from such third
party, or (C) if neither (A) nor (B) is available to AMAC on reasonable
commercial terms, terminate this Agreement promptly upon written notice to
HEALTH HERO.

       In the event of such termination by AMAC, AMAC shall be entitled to
retain an amount equal to $[*] multiplied by a fraction, of which the numerator
is the number of months which have transpired since the Effective Date of this
Agreement up until the termination under the circumstances described in this
Section 7.8(b), and the denominator of which shall be [*]. For example, if the
Agreement is terminated at the end of [*] months, AMAC would be entitled to
retain $[*] ($[*]x[*]). AMAC would be required to return to HEALTH HERO and AMAC
agrees to pay HEALTH HERO, that portion of the $[*] that AMAC is not entitled to
retain under the preceding sentence.

(c) Each party represents and warrants that it has the respective corporate
power and authority to enter into and perform its respective obligations under
this Agreement. Each party further represents and warrants that it is duly
organized as indicated above, validly existing under the laws of the state in
which organized and has all requisite legal power and authority to own, lease,
operate and conduct its business as now being conducted. Each party further
represents and warrants that this Agreement constitute the valid and binding
obligation of each such party, enforceable in accordance with its terms, except
as the same may be limited by general principles of equity, bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors
rights. Each party further represents and warrants that neither the execution,
delivery or performance by such party, nor the consummation by such party of the
transactions contemplated hereby, nor compliance by such party with any of the
provisions hereof, will violate, conflict with or result in a breach of any of
the provisions of such party's certificate of incorporation, charter, articles
or bylaws, or any indebtedness, license, franchise, permit, lease, contract,
agreement or other instrument or commitment or obligation to which such party or
any of its properties may be bound or affected, or violate any order, writ,
injunction, decree, judgment, ruling, law, rule or regulation or any court or
governmental authority, United States of foreign, applicable to either party,
other than with

                                      -16-
<PAGE>

                                  CONFIDENTIAL


respect to the subject matter of those regulatory requirements set forth in
Section 17.14 which will be set forth in Attachment III(B).

7.9    Subject to the terms and conditions of this Agreement, AMAC hereby grants
to HEALTH HERO, during the term of this Agreement, a non-exclusive,
non-assignable, non-sublicensable, non-transferable, license in the United
States to (i) perform its development functions set forth in Attachment III(B)
and under Section 2.2, and in respect to its development of Future Applications
pursuant to Section 2.4(b); (ii) market and distribute the PERS BUDDY in
accordance with the terms of this Agreement and the JMP, and in furtherance
thereof, to offer for sale and sell the PERS BUDDY to end-users, subject to
payment of fees to AMAC as set forth in Section 8.2. HEALTH HERO's rights
hereunder shall extend only for so long as AMAC is selling the PERS BUDDY
pursuant to the terms of this Agreement. Upon termination of HEALTH HERO's
license under this Agreement, all licenses granted to HEALTH HERO shall
terminate and revert in their entirety to AMAC, and HEALTH HERO will have no
residual rights with respect thereto. Any HEALTH HERO customers will continue to
be supported as set forth in Section 13.4 to the same extent as AMAC customers
utilizing the PERS BUDDY.

8.     PRICING AND PAYMENT

8.1    In further consideration for HEALTH HERO'S grant of rights and licenses
hereunder, during the term hereof, AMAC agrees to pay and shall pay HEALTH HERO
[*] percent ([*]%) of the gross revenues received by AMAC arising out of
distribution of the Health Buddy, the PERS BUDDY and HH Service; provided,
however, that in no event shall HEALTH HERO receive less than [*] dollars ($[*])
per Health Buddy User per month and per PERS BUDDY User per month (the "Monthly
Service Fee"). HEALTH HERO shall not refund any amounts received from AMAC
hereunder if a determination is made regarding the retroactive ineligibility of
a Health Buddy User or a PERS BUDDY User. If a Future Application is derivative
of the PERS BUDDY, then such Future Application will be deemed a PERS BUDDY for
the purposes of this Section 8.1. If an AMAC Application runs on the PERS BUDDY,
and AMAC receives revenues for providing such AMAC Application on the PERS
BUDDY, then those revenues received by AMAC that are directly attributable to
such AMAC Application shall not be subject to the [*]% revenue share for the
purposes of this Section 8.1; provided, however, that AMAC shall nevertheless be
obligated to pay to HEALTH HERO the $[*] Monthly Service Fee provided for in
this Section 8.1 for the PERS BUDDY unit on which such AMAC Application is
running. If as contemplated under Section 3.2, AMAC is offering to third parties
in the United States, including HEALTH HERO customers, outsourced care
management and/or disease management services, in addition to PERS Services,
which are provided by AMAC in conjunction with the Health Buddy or the PERS
BUDDY (referred to herein as "AMAC CM/DM Services"), then those revenues
received by AMAC that are directly attributable to such AMAC CM/DM Services
shall not be subject to the [*]% revenue share for the purposes of this Section
8.1. In addition, the one time Activation Fee and Health Buddy Lease Fee
specified in Section 3.7 shall not be subject to the [*]% revenue share for the
purposes of this Section 8.1.

8.2    If during the term hereof, any individuals who are patients of HEALTH
HERO customers wish to receive a PERS BUDDY instead of a Health Buddy, or are
using a Health Buddy and receive a PERS BUDDY to replace such Health Buddy, then
HEALTH HERO, acting as AMAC's agent, shall procure for such HEALTH HERO
customers the PERS Services to be provided by AMAC as requested by such HEALTH
HERO customers. HEALTH HERO agrees to pay and shall pay AMAC [*] percent ([*]%)
of the gross revenues received by HEALTH HERO from its customers for procuring
the PERS Services; provided, however, that in no event shall AMAC receive less
than [*] dollars ($[*]) per patient per month. AMAC shall not refund any amounts
received from HEALTH HERO hereunder if a determination is

                                      -17-
<PAGE>

                                  CONFIDENTIAL


made regarding the retroactive ineligibility of a patient. The one time
Activation Fee and PERS BUDDY Lease Fee specified in Section 3.8 shall not be
subject to the [*]% revenue share for the purposes of this Section 8.2.

8.3    Each party shall, by or before the 15th day of each month pay to the
other party the amounts due to such party under Sections 3.7, 8.1 and 8.2 (in
the case of amounts owed under Sections 8.1 and 8.2, along with supporting
documentation reasonably satisfactory to the party to whom such amounts are
owed); provided, however, that no payment shall be due less than thirty (30)
days after invoice. In the event of late payment by a party, such party shall
pay to the other party, interest on any past due amounts at a rate of the prime
rate as stated in the Wall Street Journal, New York edition, on the date such
payment is due plus two percent (2%) until such amounts (including interest) are
paid in full. The acceptance of late payment by a party shall not act as a
waiver of any rights by such party may have hereunder due to a breach by the
other party relating to late payment.

8.4    In the event and to the extent HEALTH HERO is assessed state or local
sales, use or property taxes by any governmental authority or agency arising out
of the placement or use of a Health Buddy or a PERS BUDDY hereunder by or on
behalf of AMAC and/or a Health Buddy User or a PERS BUDDY User, HEALTH HERO
shall have the right to charge AMAC for such taxes. In the event and to the
extent AMAC is assessed state or local sales, use or property taxes by any
governmental authority or agency arising out of the placement or use of a PERS
BUDDY hereunder by or on behalf of HEALTH HERO, AMAC shall have the right to
charge HEALTH HERO for such taxes.

8.5    Each party will keep accurate and complete records to enable the other
party to verify the payments due and owing hereunder. Each party shall have the
right, upon reasonable advance notice to the other party to audit such records
during regular business hours. Such records will be preserved for at least two
(2) years. Neither party shall conduct such audits hereunder more frequently
than annually. All information learned or exchanged in connection with the
conduct of an audit, as well as the results of any audit, will be deemed
confidential to the party being audited and subject to Section 12 of this
Agreement. The party conducting the audit will be responsible for the cost of an
audit, unless such audit reveals a discrepancy of more than 5% in amounts due
and owing to the auditing party and amounts actually paid, in which case the
party being audited will pay the costs of such audit.

                                      -18-
<PAGE>

                                  CONFIDENTIAL


9.     WARRANTY

9.1    (a) Subject to the conditions and limitations on liability set forth
herein, HEALTH HERO warrants that during the term, each Health Buddy unit
furnished hereunder will be free from defects in materials and workmanship. If
AMAC notifies HEALTH HERO Customer Service of any such defect, and HEALTH HERO
Customer Service authorizes the return of the Health Buddy unit, HEALTH HERO
shall arrange for the return of such defective unit at HEALTH HERO's expense,
and HEALTH HERO shall replace the unit, at no charge to AMAC, within two (2)
working days after HEALTH HERO Customer Service has authorized such return.
Subject to HEALTH HERO'S obligations under Section 15, the foregoing is AMAC's
sole and exclusive remedy, and HEALTH HERO's sole and exclusive liability, for
any breach of the foregoing warranty by HEALTH HERO. The foregoing warranty
shall not apply if a Health Buddy unit has been connected to a device or
appliance other than as contemplated in the Health Buddy Set Up Guide, or has
been modified, misused, neglected, improperly installed, repaired, altered or
damaged, except that any modifications to the Health Buddy made by HEALTH HERO
under Section 2.2 and any Future Applications developed by HEALTH HERO under
Section 2.4(b) shall not be deemed to render inapplicable the foregoing
warranty.

(b) Subject to the conditions and limitations on liability set forth herein,
AMAC warrants that during the term, each PERS BUDDY unit furnished hereunder
will be free from defects in materials and workmanship. If HEALTH HERO notifies
AMAC Customer Service of any such defect, and AMAC Customer Service authorizes
the return of the PERS BUDDY unit, AMAC shall arrange for the return of such
defective unit at AMAC's expense, and AMAC shall replace the unit, at no charge
to HEALTH HERO, within two (2) working days after AMAC Customer Service has
authorized such return. Subject to AMAC'S obligations under Section 15, the
foregoing is HEALTH HERO's sole and exclusive remedy, and AMAC's sole and
exclusive liability, for any breach of the foregoing warranty by AMAC. The
foregoing warranty shall not apply if a PERS BUDDY unit has been connected to a
device or appliance other than as contemplated in the PERS BUDDY Set Up Guide,
or has been modified, misused, neglected, improperly installed, repaired,
altered or damaged except that any Future Applications developed by a third
party developer under Section 2.4(b) and any AMAC Applications shall not be
deemed to render inapplicable the foregoing warranty. It is understood that AMAC
may charge HEALTH HERO for any circuit boards (subject to an acceptable failure
rate of 2% per delivery of circuit boards) AMAC needs to swap out in performing
its warranty service and that HEALTH HERO will reimburse AMAC or provide a
credit for any such defective circuit boards.

9.2    EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED FOR IN SECTIONS 2.3, 2.7,
7.8 AND 9.1, AND SUBJECT TO THE PARTY'S RESPECTIVE OBLIGATIONS UNDER SECTION 15,
EACH PARTY'S RESPECTIVE PRODUCTS, SERVICES, AND TECHNOLOGY (INCLUDING WITHOUT
LIMITATION ANY HARDWARE, SOFTWARE AND FIRMWARE) ARE PROVIDED "AS IS" WITHOUT ANY
WARRANTY WHATSOEVER, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HEALTH HERO DOES NOT
WARRANT THAT THE HH SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED OR ERROR
FREE. AMAC DOES NOT WARRANT THAT ITS ERC SERVICE WILL BE UNINTERRUPTED OR WILL
NOT SUFFER DOWN TIME OR OTHER OUTAGES. EACH PARTY FURTHER UNDERSTANDS AND AGREES
THAT THE OTHER PARTY IS NOT RESPONSIBLE FOR ANY HARDWARE, SOFTWARE OR OTHER
PRODUCTS OR SERVICES PROVIDED BY PERSONS OTHER THAN SUCH PARTY, INCLUDING
WITHOUT LIMITATION ANY SERVICES (INCLUDING DISEASE MANAGEMENT

                                      -19-
<PAGE>

                                  CONFIDENTIAL


OR CARE MANAGEMENT SERVICES OR PERS SERVICES OR HH SERVICES) PROVIDED BY OR ON
BEHALF OF SUCH PARTY AND/OR ANY OTHER PERSON OR BUSINESS ENTITY.

10.    LIMITATION OF LIABILITY

10.1   Except with respect to the parties' respective obligations under Section
15 and except with respect to Sections 2.4(b), 2.5(a), 2.5(b), and 5.5(b),
neither party shall be responsible or liable to the other party in any event for
any indirect, incidental, consequential, special or exemplary damages or
penalties (including without limitation, damages resulting from interruption or
loss of business, interruption or loss of use, loss of profits or other economic
loss) arising out of the use of or inability to use any of the parties'
respective products, services or technology (including any software, firmware
and hardware), even if a party had or should have had any knowledge, actual or
constructive, of the possibility of such damages.

10.2   Other than as expressly provided for in this Agreement, neither party
shall have any maintenance or technical support obligations whatsoever.

10.3   The limitations of liability and exclusions of losses and damages set
forth herein are fundamental elements of the basis of the bargain between HEALTH
HERO and AMAC, and this Agreement would not be entered into without such
limitations and exclusions.

10.4   The limitations of liability and exclusions of losses and damages herein
shall apply whether a claim is based on breach of contract, breach of warranty,
tort (including negligence), product liability, strict liability or otherwise,
and notwithstanding any failure of essential purpose of any limited remedy
herein.

10.5   Except with respect to the parties' respective obligations under Section
15, to the extent permitted by law, in no event shall either party's liability
to the other party for any reason or cause whatsoever, and regardless of the
form of action, exceed $[*] in the aggregate, and each party hereby waives
recovery of any damages in excess of such amount for any reason or cause
whatsoever. Neither party shall be responsible or liable to the other for
punitive damages.

11.    OWNERSHIP

11.1   AMAC acknowledges HEALTH HERO will at all times exclusively own and
retain all right, title and interest in and to all Documentation, the HH Service
(including without limitation the Health Buddy, Patient Interfaces, Care
Management and Disease Management Interfaces, the Health Hero iCare Desktop and
the HH Applications), Health Buddy Technology (including any derivatives
thereof) and all intellectual property rights related thereto. For purposes
hereof, Health Buddy Technology includes but is not limited to all of the items
which HEALTH HERO develops or makes available or accessible to AMAC in
connection with the development and manufacture of the PERS BUDDY hereunder
(including without limitation the development work and technical assistance
provided under Section 2.4 and Attachment III(B)), but shall not include AMAC
Applications or those Future Applications that are not HH Future Applications as
defined in Section 11.4.

11.2   AMAC further acknowledges that all Documentation and other information or
materials in whatever form provided or made accessible by HEALTH HERO to AMAC
hereunder shall be and remain at all times the exclusive property of HEALTH HERO
and shall be treated as Confidential Information of HEALTH HERO. Other than as
expressly provided for in this Agreement, no license or other right is granted
to AMAC with respect to Health Buddy Technology or the HH Service or any
intellectual property rights of HEALTH HERO or implied hereby. AMAC may not use
any Health Buddy Technology, Documentation or other HEALTH HERO Confidential
Information in applying for any patents or securing any other intellectual
property rights.

                                      -20-
<PAGE>

                                  CONFIDENTIAL


11.3   Both parties shall have the right to use, reproduce and distribute
non-patient-identifiable data generated by the PERS BUDDY, the PERS Service and
the HH Service pursuant to this Agreement.

11.4   HEALTH HERO acknowledges that AMAC will at all times exclusively own and
retain all rights, title and interest in and to any aspect of the PERS Services,
PERS Technology, any AMAC Applications developed by or on behalf of AMAC
pursuant to Section 2.5, and any Future Applications developed by or on behalf
of AMAC pursuant to Section 2.4(b) but only to the extent such Future
Applications do not constitute changes to the HH Service, any HH Applications,
or Health Buddy Technology (including without limitation any modifications to
HEALTH HERO specifications or source code). To the extent any Future
Applications (whether such Future Applications are developed by HEALTH HERO or
by or on behalf of AMAC by a third party developer) constitute changes to the HH
Service, any HH Applications, or Health Buddy Technology (including without
limitation any modifications to HEALTH HERO specifications or source code), such
Future Applications shall be exclusively owned by HEALTH HERO and referred to
herein as "HH Future Applications". HEALTH HERO further acknowledges that any
and all information and materials in whatever form provided or made accessible
by AMAC to HEALTH HERO hereunder shall be and remain at all times the exclusive
property of AMAC and shall be treated as Confidential Information of AMAC under
Section 12, and under the parties' Confidentiality Agreement referred to in
Section 12. Other than as expressly provided for in this Agreement, no license
or other right is granted to HEALTH HERO with respect to any technology or
intellectual property of AMAC.

12.    CONFIDENTIALITY

12.1   The Parties entered into a mutual Confidentiality Agreement dated March
13, 2000. The Parties agree that the terms of such mutual Confidentiality
Agreement shall apply with respect to this Agreement, except that such mutual
Confidentiality Agreement shall continue in full force and effect during the
term hereof and for a period of five (5) years after the expiration or
termination of this Agreement for any reason. In addition to the foregoing, each
party's confidentiality obligations shall also include compliance with
applicable federal, state and local laws and regulations regarding
confidentiality of medical records and other patient information, including
without limitation, the Health Insurance Portability and Accountability Act of
1996 ("HIPAA") and the HCFA Internet Security Policy issued on November 24,
1998. The parties further agree that the terms of this Agreement are subject to
the terms of the mutual Confidentiality Agreement.

12.2   Each party shall use the other party's Confidential Information solely
for the purposes of performing its obligations under this Agreement.

12.3   Each party shall limit access to the other party's Confidential
Information to those of its employees, customers and Authorized Users having a
need to know such information. Each party shall ensure that each person having
access to the other party's Confidential Information has signed an agreement
under which such person is obligated to maintain the other party's Confidential
Information under terms and conditions substantially similar to those provided
for herein. Each party shall inform each such person of the confidential nature
of the other party's Confidential Information, and shall take all necessary
steps to ensure that such persons understand and do not violate the terms of
this Agreement. Each party shall further ensure that each person having access
to medical records and other patient information, including such party's
employees, customers and Authorized Users, shall also comply with applicable
federal, state and local laws and regulations regarding confidentiality of
medical records and other patient information. AMAC shall require its employees,
customers and Authorized Users to keep the HH Service assigned user code and
their passwords confidential.  Each party shall notify the other

                                      -21-
<PAGE>

                                  CONFIDENTIAL


party immediately of any breach of this Section 12.3 or unauthorized use of the
assigned user code or any password.
12.4   AMAC may not remove any proprietary or other legend or restrictive notice
(including copyright notices) contained or included in any portion of the HH
Service, Documentation or other materials provided by HEALTH HERO, and AMAC may
not reproduce or copy same except as specifically authorized herein. HEALTH HERO
may not remove any proprietary legend or restrictive notice (including copyright
notices) contained or included in any portion of the PERS Services, or
documentation or materials provided by AMAC and HEALTH HERO may not reproduce or
copy same, except as specifically authorized herein.

12.5   Upon termination of this Agreement, or at the request of the discloser,
the recipient shall promptly return to the discloser or destroy all of the
Confidential Information of the discloser, and all embodiments thereof then in
the recipient's custody, control or possession (except for one (1) copy thereof
which the recipient may retain in its legal files solely for the purposes of
monitoring its ongoing obligations hereunder), and shall deliver within five (5)
days after such request a written statement to the discloser certifying to such
action.

12.6   The Parties acknowledge that a breach of the provisions of this Section
12 may cause irreparable harm to the non-breaching party which cannot be
redressed solely by monetary damages, and as such, agree that injunctive relief
shall be available to prevent any breach or threatened breach of the provisions
of this Section 12.

13.    TERM AND TERMINATION

13.1   The term of this Agreement shall commence on the Effective Date and shall
remain in effect for a period of five (5) years (the "Initial Term"), at which
time this Agreement shall automatically renew for successive [*] year terms
unless a party notifies the other party in writing of its intention not to renew
no less than ninety (90) days before the expiration of the then-current term.
Notwithstanding the foregoing, HEALTH HERO may not refuse to renew this
Agreement at the end of the Initial Term under this Section 13.1 if [*] or more
PERS BUDDY Users and/or HEALTH BUDDY Users (which Health Buddy Users are a
result of AMAC's direct sales) are using the PERS BUDDY and/or the Health Buddy
90 days before the end of the Initial Term. If [*] or more PERS BUDDY Users
and/or HEALTH BUDDY Users (which Health Buddy Users are a result of AMAC's
direct sales) are using the PERS BUDDY and/or the Health Buddy 90 days before
the end of the first renewal term, this Agreement shall automatically be
extended for an additional [*] year period. The parties may agree in writing
prior to the end of the Initial Term to extend the Initial Term of the
Agreement.

13.2   This Agreement may be terminated by either party upon 30 days written
notice to the other party if there is a material breach by the other party, and
the other party fails to remedy such breach within such 30 day period. Either
party may terminate this Agreement immediately upon written notice to the other
party if the other party commits a material breach of its obligations under
Section 12.

13.3   Either party may terminate this Agreement immediately upon written notice
to the other if the other party ceases conducting business as a going concern,
becomes insolvent, makes a general assignment for the benefit of creditors, has
a receiver appointed for its business or assets, or is subject of voluntary or
involuntary bankruptcy proceedings.

13.4   Except to the limited extent expressly provided for herein, upon
termination of this Agreement, the licenses granted hereunder to AMAC will
terminate and revert in their entirety to HEALTH HERO, and AMAC will have no
residual rights with respect thereto, and the licenses granted hereunder to

                                      -22-
<PAGE>

                                  CONFIDENTIAL


HEALTH HERO will terminate and revert in their entirety to AMAC, and HEALTH HERO
will have no residual rights with respect thereto. Except as otherwise expressly
provided for in Section 6.1(b), all outstanding invoices, fees and other charges
shall automatically become due and payable upon the effective date of
termination. Notwithstanding the foregoing, following such termination, AMAC
shall be able to continue to exercise its rights under this Agreement solely for
the purpose of continuing to meet its contractual obligations to its customers
for a period not to exceed one (1) year following such termination, provided
AMAC meets its payment obligations to HEALTH HERO during such one (1) year
period. At the end of such one (1) year period, AMAC shall cause Authorized
Users, Health Buddy Users and PERS BUDDY Users to cease using the HH Service.


13.5   Termination by a party shall not be an exclusive remedy and all other
remedies will be available to such party, in equity and at law, whether or not
this Agreement is terminated by such party. Termination of this Agreement by
either party shall not affect the rights and obligations of the parties accrued
prior thereto, and the rights and duties under Sections 2.4(b), 2.5(a), 2.5(b),
2.7, 4.2, 7.5, 7.6, 8.3, 8.4, 8.5, 9.2, 10, 11, 12, 13.4, 13.5, 14, 15, 16,
17.2, 17.3, and 17.7 shall survive the expiration or termination of this
Agreement for any reason. Notwithstanding the foregoing, a termination pursuant
to Section 6.1(b) shall be governed solely by the provisions of that Section.

14.    PUBLICITY

14.1   Neither party shall issue any press release or make any other public
statement concerning this Agreement except with the prior written approval of
the other party (not to be unreasonably withheld or delayed) or to the extent
required by law (but in such event only after reviewing such proposed
communication with the other party prior to its disclosure). Notwithstanding the
last section of Section 12.1, to the extent a party is required by law to
disclose the terms of this Agreement (including any Attachment or Exhibit
hereto) such party may do so provided such party reviews such required
disclosure with the other party prior to its disclosure and seeks to obtain
confidential treatment thereof to the extent requested by such other party.

15.    INDEMNIFICATION AND INSURANCE

15.1   (a) AMAC shall defend, indemnify and hold harmless HEALTH HERO and its
affiliates and their respective officers, directors, employees, agents,
successors and assigns from and against any third party liability, loss, claim,
damage, cost or expense (including as a result of personal injury, death or
property damage) and including without limitation litigation-related costs and
attorneys' fees, regardless of outcome (collectively, "Liabilities"), arising
out of (i) the marketing, distribution, sale and use of the Health Buddy, the
PERS BUDDY or any Future Application or AMAC Application, (ii) the manufacture
of the PERS BUDDY, (iii) the use of any independent communications network
developed by or on behalf of AMAC, (iv) the performance or non-performance of
the installation, maintenance and servicing of the Health Buddy or the PERS
BUDDY by or on behalf of AMAC, (v) any use of the HH Service by an Authorized
User and the provision of any other services by or on behalf of AMAC or a CM/DM
(including without limitation, disease management, care management and/or the
PERS Services), or (vi) AMAC's breach of this Agreement (including breach of any
warranty), negligence, willful misconduct or violation of law or regulation.
AMAC's obligation to defend, indemnify and hold harmless HEALTH HERO shall not
apply to the extent any Liabilities arise from: (1) the negligence or willful
misconduct on the part of HEALTH HERO, (2) the breach of this Agreement by
HEALTH HERO, (3) violation of law or regulation by HEALTH HERO, (4) the
manufacture of Health Buddy units, (5) the software and firmware developed by
HEALTH HERO under this Agreement for the PERS BUDDY not functioning in
accordance with the product specifications set forth in Attachment III (B) in
all material respects, or (6)

                                      -23-
<PAGE>

                                  CONFIDENTIAL


HEALTH HERO'S communication network does not meet in all material respects the
network performance levels to be set forth in Attachment III(B).

       (b) AMAC shall defend, indemnify and hold harmless HEALTH HERO and its
officers, directors, employees, agents, successors and assigns from and against
any Liabilities brought by or on behalf of third parties to the extent arising
out of (i) AMAC'S breach of Section 7.8(b) of this Agreement, and (ii) any
infringement or alleged infringement of any proprietary or intellectual property
rights of any third party brought in connection with HEALTH HERO's exercise of
the licenses and rights granted to it by AMAC, irrespective of the timing of any
such claim or AMAC's knowledge of such infringement or alleged infringement.
AMAC's obligation to defend, indemnify and hold harmless HEALTH HERO shall not
apply to the extent any such Liabilities arise from: (i) HEALTH HERO's use of
any PERS Technology, or the PERS Services other than as contemplated under this
Agreement, or HEALTH HERO's exercise of the licenses and rights granted to it by
AMAC hereunder other than in accordance with this Agreement, (ii) HEALTH HERO's
use of any PERS Technology in combination with other products (except AMAC's
products as contemplated under this Agreement), (iii) HEALTH HERO's modification
of any hardware, software or firmware alleged to be infringing, or (iv) HEALTH
HERO's continued use of the allegedly infringing item(s) after AMAC notifies
HEALTH HERO of an allegation of infringement and requests HEALTH HERO to cease
use of the infringing item(s).

15.2   (a) HEALTH HERO shall defend, indemnify and hold harmless AMAC and its
officers, directors, employees, agents, successors and assigns from and against
any Liabilities brought by or on behalf of Health Buddy Users or PERS BUDDY
Users arising out of HEALTH HERO'S breach of this Agreement (including breach of
any warranty), negligence, willful misconduct, violation of law or regulation,
or the manufacture of Health Buddy units. HEALTH HERO's obligation to defend,
indemnify and hold harmless AMAC shall not apply to the extent any such
Liabilities arise from: (1) any negligence or willful misconduct on the part of
AMAC, (2) breach of this Agreement by AMAC, (3) violation of law or regulation
by AMAC, (4) the marketing, distribution or sale of a Health Buddy by or on
behalf of AMAC or use of a Health Buddy by a Health Buddy User except to the
extent such Liability arises out of the manufacture of the Health Buddy, (5) the
manufacture, marketing, distribution, sale or use of a PERS BUDDY, (6) the
installation, maintenance or servicing of a Health Buddy or a PERS BUDDY by or
on behalf of AMAC, except to the extent such Liability arises out of the
manufacture of the Health Buddy, (7) AMAC's and/or any Authorized User's use of
the HH Service or the provision of any other services (including disease
management, care management and/or the PERS Services) by or on behalf of AMAC or
a CM/DM, or (8) the marketing, distribution sale or use of any Future
Application or AMAC Application or the use of any independent communications
network developed by or on behalf of AMAC, except to the extent, in all cases
mentioned in subsections (1) - (8) above, such Liability arises out of the
manufacture of the Health Buddy, the software and firmware developed by HEALTH
HERO under this Agreement for the PERS BUDDY not functioning in accordance with
the product specifications set forth in Attachment III (B) in all material
respects, or HEALTH HERO'S communication network does not meet in all material
respects the network performance levels to be set forth in Attachment III(B).

(b) HEALTH HERO shall defend, indemnify and hold harmless AMAC and its officers,
directors, employees, agents, successors and assigns from and against any
Liabilities brought by or on behalf of third parties to the extent arising out
of (i) HEALTH HERO'S breach of Section 7.8(a) of this Agreement and (ii) any
infringement or alleged infringement of any proprietary or intellectual property
rights of any third party brought in connection with AMAC's exercise of the
licenses and rights granted to it by HEALTH HERO, irrespective of the timing of
any such claim or HEALTH HERO's knowledge of such infringement or alleged
infringement. HEALTH HERO's obligation to defend, indemnify and hold harmless
AMAC shall not apply to the extent any such Liabilities arise from: (i) AMAC's
use of any

                                      -24-
<PAGE>

                                  CONFIDENTIAL


Health Buddy Technology, HH Applications or the HH Service other than as
contemplated under this Agreement, or AMAC's exercise of the licenses and rights
granted to it by HEALTH HERO hereunder other than in accordance with this
Agreement, (ii) AMAC's use of any Health Buddy Technology in combination with
other products (except HEALTH HERO's products as contemplated under this
Agreement), (iii) AMAC's modification of any hardware, software or firmware
alleged to be infringing, or (iv) AMAC's continued use of the allegedly
infringing item(s) after HEALTH HERO notifies AMAC of an allegation of
infringement and requests AMAC to cease use of the infringing item(s).

15.3   A party's defend, indemnify and hold harmless obligations under this
Section 15 shall be conditioned upon: (a) the party seeking indemnification (the
"Indemnified Party") promptly notifying the other party (the "Indemnifying
Party") in writing of any claim, suit, action or proceeding that could result in
Liabilities for which indemnification under this Section 15 might be sought, (b)
the Indemnifying Party having sole control over the investigation, defense and
settlement of any such claim, suit, action or proceeding including the right to
select counsel, (c) the Indemnified Party fully cooperating with the
Indemnifying Party and its legal representatives in the investigation and
defense of any such claim, suit, action or proceeding, and (d) the Indemnified
Party not making any admission or entering any settlement or agreement with any
person or party who is in any manner related to such claim, suit, action or
proceeding without the prior written consent of the Indemnifying Party.

15.4   During the term of this Agreement and for 5 years after its termination,
each party shall maintain the following insurance coverage in amounts no less
than that specified for each of the following types: (a) General Commercial
Liability, providing coverage for bodily injury or death and with limits of not
less than $1,000,000 per occurrence, $1,000,000 in the aggregate and $4,000,000
excess of underlying, and (b) Products and Professional Liability and Errors and
Omissions policies, each providing coverage for bodily injury or death and with
limits of not less than $1,000,000 per occurrence, $1,000,000 in the aggregate
and $4,000,000 excess of underlying. Each party's insurer shall be rated by Best
as "AVI" or better. The foregoing coverages shall include the other party and
its officers, directors and employees as additional named insureds with respect
to general liability Each party shall provide the other party with evidence of
such insurance coverages and will provide to the other party no less than 30
days prior written notice of any cancellation or material change in such
insurance coverages.

15.5   The exclusions of damages and limitation of liability set forth in
Sections 10.1 and 10.5 shall not apply with respect to each party's obligation
to defend, indemnify and hold harmless under this Section 15.

16.    DISCLAIMERS

16.1   AMAC acknowledges and agrees that the HH Service shall not replace the
professional medical judgment of a Health Buddy User's or a PERS BUDDY User's
health care provider and that HEALTH HERO is not engaged in any activity that
could be deemed to be the practice of medicine. Accordingly, HEALTH HERO shall
have no responsibilities, obligations or liabilities with respect to any medical
or other health-related decisions or advice that are made or given as a result
of the use of the Health Buddy, the PERS BUDDY, the PERS Service or the HH
Service.

16.2   Except as otherwise expressly provided for in this Agreement, HEALTH HERO
shall have no responsibility for and shall assume no liability for the
selection, development, modification, use or inability to use any survey,
content libraries, content programs, algorithms, or scripting in any HH
Application or Future Application. Except as otherwise expressly provided for in
this Agreement, AMAC expressly understands and agrees that the use of any
survey, algorithms, content libraries, content programs, or scripting in any HH
Application or Future Application is at its own risk. Accordingly, except as
otherwise expressly provided for in this Agreement, HEALTH HERO shall have no
liability

                                      -25-
<PAGE>

                                  CONFIDENTIAL


whatsoever for any survey, algorithms, content libraries, content programs, or
scripting in any HH Application or Future Application and AMAC hereby releases
HEALTH HERO from any such liability and waives any claims (whether known or
unknown) that AMAC may have with respect to the selection, development,
modification, use or inability to use any survey, algorithms, content libraries,
content programs, or scripting in any HH Application or Future Application.

17.    MISCELLANEOUS

17.1   COMPLIANCE WITH LAWS. Each party agrees to comply with all applicable
federal, state and local laws and regulations in performing its obligations
hereunder and in providing its respective products and services, including
without limitation, export control laws and regulations and laws and regulations
applicable to the security, privacy and confidentiality of medical records and
other patient information.

17.2   GOVERNING LAW. This Agreement shall be treated as though it were executed
and performed in the State of California and shall be construed in accordance
with and governed by the laws of the State of California (other than those laws
which would defer to the substantive laws of another jurisdiction) and the
United States, including United States copyright laws.

17.3   DISPUTE RESOLUTION. (a) Both parties agree, if any dispute arises between
them that they are not able to resolve through good faith negotiation, that such
a dispute shall be settled by final and binding arbitration, and not by any
other means. Such arbitration process shall be in accordance with the commercial
rules of the American Arbitration Association then in effect. The arbitration
shall apply the laws of the State of California and shall be held in New York
City, and the parties accept exclusive jurisdiction with respect to such
disputes in New York City; provided, however, that any application for
injunctive relief or specific performance may be made in any federal or state
court of competent jurisdiction. Any judgment awarded by the arbitrators may be
entered in any court having jurisdiction thereof.

       (b) With respect to HEALTH HERO exercising the right to invoke
arbitration under Section 17.3(b), the following shall apply: Such arbitration
process shall be in accordance with the commercial rules of the American
Arbitration Association then in effect. The parties shall agree upon and appoint
a single arbitrator, who shall be an engineer with expertise in the area of
engineering which is the subject matter of the parties' dispute, which expertise
may include hardware, software, web technologies, networking architectures and
embedded systems. The arbitrator shall be charged with determining whether an
AMAC request with respect to a particular Future Application is unreasonable
and/or not feasible for technical or development schedule reasons. The
arbitrator shall apply the laws of the State of California and shall be held in
New York City, and the parties accept exclusive jurisdiction with respect to
such disputes in New York City; provided, however, that any application for
injunctive relief or specific performance may be made in any federal or state
court of competent jurisdiction. Any judgment awarded by the arbitrator may be
entered in any court having jurisdiction thereof.

17.4   ASSIGNMENT. Neither this Agreement or any right or license under this
Agreement, may be sublicensed, assigned, or otherwise transferred by either
party without the prior written consent of the other party, except that a party
shall have the right to assign this Agreement in whole or in part, to any
affiliate or successor of such party, or to any third party acquiring all or
substantially all of the assets or business of such party, without the consent
of the other party. An "affiliate" of a party means a corporation or other
business entity that directly or indirectly controls, is controlled by or is
under common control with such party. This Agreement shall be binding on, and
shall inure to the benefit of, the respective successors and permitted assigns
of AMAC and HEALTH HERO.

                                      -26-
<PAGE>

                                  CONFIDENTIAL


17.5   SEVERABILITY. If any provision, in part or whole, of this Agreement is or
becomes illegal, unenforceable, or invalidated, by operation of law or
otherwise, that provision or part shall to that extent be deemed omitted, and
the remainder of this Agreement shall remain in full force and effect.

17.6   WAIVER. Any waiver by either party of any condition, term, part or
provision of this Agreement shall not be construed as a waiver of any other
condition, term, part or provision of this Agreement, nor will the waiver be
construed as a waiver of such condition, term, part or provision in any future
event or circumstance.

17.7   EQUITABLE RELIEF. The parties recognize that a party's breach of its
obligations hereunder could irreparably harm the other party, and that the
non-breaching party is thereby entitled to seek equitable relief (including
without limitation injunctions) without posting bond with respect to any such
breach or potential breach by the other party in addition to its other rights
and remedies at law or in equity.

17.8   INDEPENDENT CONTRACTOR. Each party's relationship with the other party is
that of an independent contractor, and not that of an agent, joint venture or
partner of the other party, except that for the purposes hereof, (a) any CM/DM
that AMAC authorizes to use the HEALTH HERO iCare Desktop shall be deemed the
agent of AMAC, and (b) HEALTH HERO shall be deemed the agent of AMAC in
promoting the PERS BUDDY and/or PERS Services to any HEALTH HERO customers, or
to the extent any HEALTH HERO customers use any PERS Services with a PERS BUDDY.
Neither party nor its agents and employees are the representatives of the other
party for any purpose and will not have, and will not represent that they have,
any right or authority to bind the other party or to assume or create any
obligation, express or implied, on behalf of the other party for any purpose
whatsoever.

17.9   NOTICES. All notices to be given by either party to the other under this
Agreement shall be sent by prepaid certified mail, return receipt requested, or
delivered by courier service, to the recipient party's address appearing above.
Notice deposited by certified mail shall be deemed received on the third day
following deposit in the mail. Notice delivered by courier service shall be
deemed received on the second day following sending.

17.10  FORCE MAJEURE. Neither party shall be liable to the other party, nor
shall the other party have the right to terminate this Agreement, for a party's
delay or failure to perform any of its obligations hereunder (excluding payment
obligations) during any period in which its performance is delayed or prevented
by circumstances beyond its reasonable control.

17.11  ENTIRE AGREEMENT. This Agreement and the Attachments and Exhibits hereto
constitute the complete and exclusive statement of the Agreement between AMAC
and HEALTH HERO regarding the Health Buddy, the PERS BUDDY, the PERS Services
and the HH Service, and supersede any proposal or prior or contemporaneous
agreement, representations, warranties, understandings and any negotiations or
other communications, written or oral, between the parties relating to the
subject matter of this Agreement, including without limitation the non-binding
Memorandum of Understanding between the parties dated April 25, 2001 but
excluding the mutual Confidentiality Agreement referred to in Section 12.1. This
Agreement and any Attachment or Exhibit hereto can only be modified by a writing
signed by the authorized representatives of AMAC and HEALTH HERO.

17.12  EXPENSES. Neither party shall incur any costs or expenses of any kind on
behalf of the other party, or otherwise bind or commit the other party, in
carrying out its responsibilities under this Agreement.

17.13  SOURCE CODE ESCROW. With respect to source code for the Software defined
in Section 17.13 below, the parties agree as follows:

                                      -27-
<PAGE>

                                  CONFIDENTIAL


(a) For the purposes of this Section 17.13, "Software" means that software which
is part of the standard commercial Health Hero(R) iCare Desktop(TM) reference
platform which is made available generally to HEALTH HERO'S customers including
any customizations thereto that have been specifically developed by HEALTH HERO
for AMAC, [*], any source programs, library modules and other libraries needed
to compile and/or assemble such source code into usable, executable files, but
excluding any: (i) third party software that has not been developed by or on
behalf of HEALTH HERO ("Third Party Software"), and (ii) software that has been
developed by or on behalf of HEALTH HERO specifically for a third party customer
or licensee. HEALTH HERO agrees that upon the release of source code from escrow
hereunder, it shall identify for AMAC any such Third Party Software. Such
identification will also indicate availability (commercial, private third party
or through HEALTH HERO) of such Third Party Software. In the event that such
Third Party Software is not commercially available to AMAC, HEALTH HERO will use
reasonable good faith efforts to assist AMAC in acquiring such Third Party
Software, or a license to such Third Party Software.

(b) Upon AMAC's written request, but no sooner than 30 days after the Effective
Date, HEALTH HERO shall, for the duration of the term of the Agreement, place
into escrow copies of the source code for such Software and documentation
pertaining to the portions of the Software being released under this Section
17.13 which may include a Bill of Materials, Technical Specification(s), and
Health Hero Standard Operating Procedures for building, deploying and monitoring
such Software ("Escrowed Documentation") and advise AMAC of the identity of the
escrow agent (which agent may be HEALTH HERO'S outside intellectual property
counsel). HEALTH HERO shall cause such escrow agent to provide AMAC with its
written undertaking to deliver to AMAC, a copy of the updated and released
source code for such Software and a copy of the Escrowed Documentation in the
event HEALTH HERO is liquidated, dissolved, ceases to do business, or is
adjudged to be in Chapter 7 bankruptcy (an "Insolvency Event") and is, thereby,
unable to support such Software for AMAC under the terms of this Agreement.
HEALTH HERO shall also cause such escrow agent to provide AMAC with its written
undertaking to deliver to AMAC, a copy of the updated and released source code
for Software pursuant to HEALTH HERO's refusal to provide the source code to
Software necessary for a third party developer to develop the Future Application
to the extent required under Section 2.4(b). HEALTH HERO shall also cause such
escrow agent to provide AMAC with its written undertaking to deliver to AMAC, a
copy of the updated and released source code for Software if HEALTH HERO fails
to meet its obligation under Section 2.4(a) to maintain the software, firmware,
hardware, and network deliverables outlined in Attachment III(B), such failure
causes a Catastrophic Event, and HEALTH HERO fails to meet its obligation under
Section 2.4(a) to maintain the software, firmware, hardware, and network
deliverables outlined in Attachment III(B) within [*] days after AMAC's written
notice thereof. If any source code is released to AMAC hereunder other than as a
result of an Insolvency Event, the delivery mechanism by which such source code
will be released to AMAC or AMAC's third party developer (as the case may be)
will be determined by the parties at the time of its release. HEALTH HERO'S
obligations under this Section 17.13 shall apply only if AMAC is and remains
current in its payment to HEALTH HERO of all of the amounts due and owing to
HEALTH HERO under this Agreement and AMAC is not in breach of any of its
obligations under this Agreement. The updated and released source code for the
Software to be escrowed by HEALTH HERO hereunder shall be those existing for the
then-current commercially released versions of the generally available Software.
After the third anniversary of the Effective Date, HEALTH HERO'S obligations
under this Section 17.13 shall apply only if (i) AMAC is and remains current in
its payment to HEALTH HERO of all of the amounts due and owing to HEALTH HERO
under this Agreement and (ii) no fewer than [*] PERS BUDDY Users and/or HEALTH
BUDDY Users (which Health Buddy Users are a result of AMAC's direct sales) have
been activated and are using the PERS

                                      -28-
<PAGE>

                                  CONFIDENTIAL


BUDDY and the Health Buddy. Upon the release of source code for any or all of
the Software under this Agreement, HEALTH HERO'S obligations under Section
2.4(a) shall cease.
(c) Notwithstanding anything to the contrary, HEALTH HERO or its successor(s)
shall at all times retain exclusive ownership of source code. The delivery of
source code to AMAC from escrow shall be solely for the purpose of enabling AMAC
to use and support the Software in the manner permitted by this Agreement as if
HEALTH HERO had not liquidated, dissolved, ceased to do business or been
adjudged to be in Chapter 7 bankruptcy. Accordingly, nothing in this Section
17.13 or the delivery of source code to AMAC from escrow shall be deemed to
expand AMAC's license or use rights hereunder, or grant AMAC any right to
disclose, re-distribute, prepare derivative works of or do anything else with
the Software not already expressly permitted herein. With respect to any source
code released to AMAC hereunder, AMAC shall only receive a limited,
nonexclusive, nontransferable, nonsublicensable and nonassignable license to use
such source code for a period of time equal to the unexpired term of this
Agreement, and solely to internally support (i.e. maintain and/or repair) the
Software for the purpose of using the HH Service under this Agreement in
accordance with its terms and conditions, and not for distribution, transfer,
sale, lease or for any other purpose whatsoever. HEALTH HERO shall not be
obligated to provide any support for any Software whose source code is modified
by AMAC.
(d) ANY SOURCE CODE PROVIDED HEREUNDER SHALL BE THE THEN-CURRENT COMMERCIALLY
RELEASED VERSIONS OF THE GENERALLY AVAILABLE SOFTWARE AND SHALL BE PROVIDED "AS
IS" AND HEALTH HERO DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Upon receipt of the source code,
AMAC agrees to use its highest standard of care in protecting the
confidentiality of the source code, and shall permit access to the source code
only to persons that have a need for the source code under this Section 17.13
and who have agreed in writing to treat it as confidential. Upon expiration or
termination of this Agreement for any reason, the limited license granted herein
shall cease and all of the rights granted herein shall automatically revert in
their entirety to HEALTH HERO (or its successor in interest as to the Software
as the case may be), AMAC shall retain no rights with respect thereto, and AMAC
shall return the source code and all copies thereof, in whatever form, to HEALTH
HERO (or its successor in interest as to the Software as the case may be).
(e) The parties shall negotiate in good faith and enter into a Source Code
Escrow Agreement consistent with terms and conditions set forth herein within 30
days after the Effective Date.

17.14  REGULATORY REQUIREMENTS. Certain regulatory requirements (including those
under the Food, Drug and Cosmetic Act, 21 CFR Part 11, HIPAA and HCFA) relating
to the development, manufacture and commercialization of the PERS BUDDY shall be
set forth in Attachment III(B) hereto.

17.15  NON-SOLICITATION. Because of the trade secret subject matter of each
party's business, each party agrees that it will not solicit the services of any
of the employees of the other party during the term of this Agreement.

17.16  COUNTERPARTS. This Agreement may be signed in counterparts, each of which
shall be deemed an original, but which together will constitute one and the same
instrument.

                                      -29-
<PAGE>

                                  CONFIDENTIAL


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
dates set forth below by their duly authorized officers.


      HEALTH HERO NETWORK, INC.              AMERICAN MEDICAL ALERT CORPORATION

By:    /s/                                     By: /s/
       ---------------------------                 -----------------------------

Print Name: ----------------------             Print Name:----------------------


Title: ---------------------------             Title: --------------------------

Date:  ---------------------------             Date:  --------------------------


NOTE: ONCE THIS AGREEMENT HAS BEEN SIGNED ON BEHALF OF AMAC, PLEASE HAVE ONE
FULLY SIGNED ORIGINAL RETURNED TO HEALTH HERO BY FEDERAL EXPRESS IN THE ENCLOSED
RETURN ENVELOPE, OR MAIL OR DELIVER BY HAND TO THE ATTENTION OF MS. PAULA
KASLER, CORPORATE COUNSEL, HEALTH HERO NETWORK, INC., 2570 WEST EL CAMINO REAL,
SUITE 111, MOUNTAIN VIEW, CA 94040.


                                      -30-
<PAGE>

                                  CONFIDENTIAL


                                  ATTACHMENT I

                                   DEFINITIONS

PERS: An electronic apparatus comprising (i) a Transmitter and a Console or (ii)
a Console only, for enabling a subscriber to summon help in an emergency using
two way (talk/listen) voice communication between the individual and monitoring
personnel at an Emergency Response Center ("ERC").

TRANSMITTER/ACTIVATOR: A small, portable, lightweight, battery-powered apparatus
that is worn or carried by a subscriber and transmits a signal to a Console
("Help Signal") when the subscriber presses a help button on the apparatus.

CONSOLE: An apparatus which, after receiving a Help Signal from a
Transmitter/Activator, or by itself transmits a Help Signal to an ERC,
automatically establishes two way voice communications between a subscriber and
monitoring personnel at an ERC.

EMERGENCY RESPONSE CENTER (ERC): A 24-hour call center staffed by attendants who
respond to emergency calls generated by a PERS and who communicate with
subscribers in order to determine the nature of the emergency and dispatch
appropriate assistance in accordance with predetermined protocols and the
subscriber's requested level of care.

PERS SERVICES: The provision of PERS and ERC services including the
installation, maintenance and support of PERS in the individual user's home.

PERS BUDDY: The combined product offering to be developed, manufactured and
marketed hereunder, which shall be integrating Health Buddy Technology with a
PERS Console, as described more fully in Attachments III(A) and III(B) hereto.

PERS BUDDY USER: An individual who has received a PERS BUDDY.

HEALTH BUDDY: HEALTH HERO'S proprietary Health Buddy(R) appliance, certain
features and functionalities of which shall be integrated by AMAC with PERS as
set forth herein.

HEALTH BUDDY USER: An individual who has received a Health Buddy directly or
indirectly from AMAC or AMAC's customers.

AUTHORIZED USER: An employee of AMAC, a third party care management or disease
management organization contracted by AMAC to provide care management or disease
management services ("CM/DM") to Health Buddy Users or PERS BUDDY Users, or a
customer of AMAC, authorized by AMAC to use the HEALTH HERO(R) iCare Desktop(TM)
with the Health Buddy or PERS BUDDY as set forth herein.

DOCUMENTATION: User manuals and other information and materials in written or
electronic form, which HEALTH HERO may provide or make accessible to AMAC for
the purposes of (a) developing and/or manufacturing the PERS BUDDY as set forth
herein, or (b) instructing on and facilitating use of the HH Service (including
the Health Buddy), and Escrowed Documentation as defined in Section 17.13(b).

HEALTH BUDDY TECHNOLOGY: A remote patient monitoring apparatus that enables a
healthcare professional who is a user of HH Applications to collect data from a
patient regarding health status, symptoms,


                                      -31-
<PAGE>

                                  CONFIDENTIAL


behavior, and knowledge through a remotely programmed script that includes
question and answer dialogues and instructions to upload data from peripheral
medical devices. Health Buddy Technology also includes without limitation,
Health Buddy hardware design, Health Buddy board layout, Health Buddy plastics,
and Health Buddy circuitry.

HH APPLICATIONS: A software application delivered as a service over the Internet
that enables a health care professional to manage and monitor the ongoing status
of a patient who is a user of Health Buddy Technology and to communicate with
the patient by assigning scripts to the patient's Health Buddy apparatus. HH
Applications include without limitation the Health Hero iCare Desktop and
scripted survey content and standard disease management programs.

CATASTROPHIC EVENT means [*].

PERS TECHNOLOGY MEANS [*].


                                      -32-
<PAGE>

                                  CONFIDENTIAL


                                  ATTACHMENT II

                        DESCRIPTION OF CERTAIN COMPONENTS
                          OF THE HEALTH HERO(R) SERVICE

[*]



                                      -33-
<PAGE>


                                  CONFIDENTIAL


                                ATTACHMENT III(A)

                         FUNCTIONAL PRODUCT DESCRIPTION

       [*]

                                      -34-
<PAGE>


                                  CONFIDENTIAL


                                ATTACHMENT III(B)

       PERS BUDDY PRODUCT SPECIFICATIONS, TASKING AND DEVELOPMENT SCHEDULE
             [TO BE AGREED WITHIN 90 DAYS AFTER THE EFFECTIVE DATE]

                                      -35-

<PAGE>

                                  CONFIDENTIAL


                                  ATTACHMENT IV

                             MILESTONE DELIVERABLES
                    AND LICENSE AND DEVELOPMENT FEE PAYMENTS


[*]

                                      -36-
<PAGE>

                                  CONFIDENTIAL


                                  ATTACHMENT V

               PRODUCT OVERVIEW FOR FUTURE APPLICATIONS FOR HOME
             HEALTH MONITORING PERSONNEL AND VITAL SIGNS MONITORING

             [TO BE AGREED WITHIN 90 DAYS AFTER THE EFFECTIVE DATE]

                                      -37-

<PAGE>

                                  CONFIDENTIAL


                                  ATTACHMENT VI

                OPERATIONAL SERVICES AND SUPPORT TO BE PROVIDED
                  BY HEALTH HERO AND FEES AND CHARGES THEREFOR

In association with the Phase 1 & 2 Milestones of the Agreement, Health Hero
shall provide following support for the implementation of the HH Service with
AMAC. Any services required by AMAC in addition to the services described below
shall be covered in a written amendment to this Agreement and provided to AMAC
on a per project basis at HEALTH HERO's then-current charges and fees for
professional services not-to-exceed $[*]/hour through the end of the first year
following the Effective Date, plus HEALTH HERO's travel expenses.

Health Hero will provide it's standard account management and implementation
support service to assist AMAC with the implementation. This will include the
assignment of a Health Hero Account Manager, Clinical Coordinator and Customer
Service liaison. AMAC agrees that they will provide similar staffing
representation for the project's implementation and management.

PROJECT MANAGEMENT: HEALTH HERO will provide to AMAC an Account Manager to
manage the initial implementation process of the HH Service for AMAC's
subsequent roll-out to their customers. During implementation, this individual
will be responsible for overseeing the implementation project milestones,
deliverables and timelines to assure timely and successful implementation of the
HH Service. This person will assist in identifying and monitoring AMAC's
responsibilities, but will not have final control for items listed in the
Project Plan as AMAC's responsibility for successful implementation of the
Service. Post implementation and first client go-live, the Account Manager will
continue to be assigned to Client to discuss any outstanding issues and future
program applications.

MEMBER ENROLLMENT SUPPORT: HEALTH HERO will provide to AMAC letter templates
which may be used by AMAC and their customer's to facilitate the HB User
enrollment processes. HEALTH HERO will also provide sample enrollment scripts
for use by AMAC or AMAC's customers to facilitate a telephonic enrollment
effort. Such letter templates and enrollment scripts are sample communication
materials only, and all final documentation and reproduction thereof and
enrollment processes are AMAC's and/or their Customer's sole responsibility.

PROGRAM AND DIALOGUE DEVELOPMENT: HEALTH HERO will provide to AMAC the fourteen
(14) Standard Health Hero Programs (outlined in Attachment II) to AMAC at no
additional charge. HEALTH HERO will assign a Clinical Coordinator to AMAC to
provide assistance and support with content personalization, customization and
development processes for these libraries for up to 240 hours. The Clinical
Coordinator will provide an overview of the standard process for Custom Dialogue
development, and be available for assistance throughout the content development
phase. Each month, HEALTH HERO will notify AMAC in writing the total amount of
hours spent for the month, and the remaining hours available within the 240 hour
commitment. Once the 240 hour commitment is met, if AMAC desires HEALTH HERO to
provide additional/ongoing assistance and support with content customization,
this support shall be provided and priced on a per project basis at HEALTH
HERO's then-current charges and fees, plus reimbursement of HEALTH HERO's
reasonable travel expenses incurred in providing such additional assistance
and/or support.

                                      -38-
<PAGE>

                                  CONFIDENTIAL


TECHNICAL SET-UP: HEALTH HERO will assign a Customer Service Representative to
AMAC for assistance in training AMAC for the overall technical implementation of
the HH Service within customer accounts. This individual will coordinate the
technical aspects of implementation including the then-current check-list for
account activation, the technical hardware and software requirements.

USER TRAINING: HEALTH HERO will provide 2 day, one location, on-site software
and services training for AMAC's Authorized personnel or contractors. The
training session will include HH Service system overview, specific use of Health
Hero(R) iCare Desktop(TM) with hands-on exercises, Health Buddy installation and
general troubleshooting and a general guide to recommended customer support and
implementation procedures. This class will be limited to 10 AMAC
representatives, from which it is understood that AMAC should be adequately
presented with a "train the trainer" process should be used for subsequent users
(AMAC personnel, contractors or customer accounts). Additional training services
by HEALTH HERO are available on a per site project basis at HEALTH HERO's
then-current charges and fees plus HEALTH HERO's travel expenses. AMAC is
responsible for providing at no cost to HEALTH HERO all facilities for training,
which includes: room, PCs, audio-visual equipment, IT support for set-up and
configuration and meals.

SERVICES DOCUMENTATION: HEALTH HERO will provide AMAC with their standard
customer implementation binder, training slides and binders and all other
commercially available implementation documentation to serve as a "train the
trainer" methodology for AMAC to subsequently manage all other account
implementations. This includes the following on-line support materials:
o   Product information
o   Technical tips
o   On-line Help
o   Frequently Asked Questions and Answers
o   Product Updates
o   On-line Assistance Request

HEALTH HERO Dialogues and Documentation will be provided in English only. HEALTH
HERO may be able to have Dialogues translated into certain languages for an
additional project fee.

                                      -39-
<PAGE>

                                  CONFIDENTIAL


                          ON GOING SERVICE AND SUPPORT

ANY SERVICES OR SUPPORT THAT ARE REQUIRED BY AMAC IN ADDITION TO THE SERVICES
AND SUPPORT DESCRIBED BELOW SHALL BE COVERED IN A WRITTEN AMENDMENT TO THIS
AGREEMENT AND PROVIDED TO AMAC AND/OR AMAC'S CUSTOMERS AT HEALTH HERO'S
THEN-CURRENT CHARGES AND FEES NOT-TO-EXCEED $200/HOUR THROUGH THE END OF THE
FIRST YEAR FOLLOWING THE EFFECTIVE DATE, PLUS HEALTH HERO'S TRAVEL EXPENSES.

 Customer Support and Training following Completion of Implementation Services
 -----------------------------------------------------------------------------

HEALTH HERO will provide unlimited Customer Support (for a period of 180 days
after the completion of Milestone One). This includes first-line support for
account maintenance, using information provided by AMAC. These account
maintenance tasks include creating each customer account, assigning the specific
content program for use in each account and setting up each account's
customization preferences (logo, colors and default tags). In addition, they
will provide all monitoring of the system performance and exceptions, including
all elements of the system.

AMAC will provide their clients and Health Buddy users "first line" support for
Health Buddy appliance and iCare Desktop technical issues. If issues raised by
such users are unresolved, AMAC's Authorized Customer Support Liaison(s) may
escalate such issues to HEALTH HERO Customer Service for "second line" support.
HEALTH HERO Customer Service will not initiate any direct Eligible Member
communications unless it is requested or approved by the Client.

Specific Customer Support Services include:
o        Support of up to five (5) accounts1
o        Unlimited support incidents2/month
o        Email and toll-free phone support:
         o  Weekdays, 6am-6pm PDST
         o  Weekend and after hours with four (4) hour response time
o        Supplemental Support:
         o  On-line product information and technical tips
         o  FAQs
         o  On-line help
o        Product updates
o        Monthly incident reports
o        Quarterly Data Export at customer request

ON-GOING SUPPORT:
-----------------
After the 180 day period has been completed and the completion of the Phase Two
Deliverable (whichever comes last), AMAC shall have the choice of managing all
customer service tasks and responsibilities for their clients directly, or
subcontracting standard customer service support to HEALTH HERO. If AMAC decides
to subcontract direct customer support to HEALTH HERO, the parties will
subsequently agree to an on-going support package for these services.

--------
1 Account is defined as a separate client account for AMAC, usually defined as a
separate billable entity.
2 An incident is defined as a specific issue logged by Authorized AMAC support
personnel, customer Authorized Users or Health Buddy users. Does not include any
issues incurred for Health Hero downtime or system failure.

                                      -40-
<PAGE>

                                  CONFIDENTIAL


                                    EXHIBIT 1

             EXISTING HEALTH HERO CUSTOMERS AND POTENTIAL CUSTOMERS

                                       [*]



                                      -41-
<PAGE>


                                  CONFIDENTIAL


                                    EXHIBIT 2

       EXAMPLE PARTS LIST AND PRICING FOR CERTAIN HEALTH BUDDY COMPONENTS

                                       [*]

                                      -42-