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                                                                   EXHIBIT 10.33

November 22, 1999


Denny Brennan
59 Fayerweather Street
Cambridge, MA  02138

Dear Denny,

     On behalf of Neoforma, Inc. (the "Company"), I am pleased to offer you a
position with the Company based upon the following terms:

     1.   Position. Upon acceptance of this offer, you will become a VP
Professional Services, reporting to BD Goel, EVP of Products and Services. You
will be expected to devote at least forty (40) hours per week to the performance
of your duties and to give your best efforts to such duties. Your position may
require that you travel from time to time as the Company may reasonably request
and as shall be appropriate and necessary in the performance of your duties.
This offer is contingent upon your background clearing without incident.

     2.   Effective Date. The effective date of employment shall be:
_____________.

     3.   AT-WILL EMPLOYMENT. YOU SHOULD BE AWARE THAT YOUR EMPLOYMENT WITH THE
COMPANY IS FOR NO SPECIFIED PERIOD AND CONSTITUTES "AT-WILL" EMPLOYMENT. AS A
RESULT, YOU ARE FREE TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, FOR ANY REASON OR
FOR NO REASON. SIMILARLY, THE COMPANY IS FREE TO TERMINATE YOUR EMPLOYMENT, AT
ANY TIME, FOR ANY REASON OR FOR NO REASON AND THAT THE TERMS OF YOUR EMPLOYMENT,
INCLUDING BUT NOT LIMITED TO PROMOTION, DEMOTION, TRANSFER, COMPENSATION,
BENEFITS, DUTIES AND LOCATION OF WORK MAY BE CHANGED AT ANY TIME, FOR ANY REASON
OR FOR NO REASON IN THE EVENT OF TERMINATION OF YOUR EMPLOYMENT, YOU WILL NOT BE
ENTITLED TO ANY PAYMENTS, BENEFITS, DAMAGES, AWARDS OR COMPENSATION OTHER THAN
AS MAY OTHERWISE BE AVAILABLE IN ACCORDANCE WITH THE COMPANY'S ESTABLISHED
EMPLOYEE PLANS AND POLICIES AT THE TIME OF TERMINATION.

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     4.   Compensation. The Company will pay you a salary of $200,000 per annum,
which is equivalent to $8,333.33 semi-monthly, less applicable withholdings,
payable in accordance with the Company's standard payroll policies. You may also
receive a annual target bonus of up to $50,000 (paid out quarterly) of your base
salary based on completion of your MBO's. Your salary will begin as of the
effective date of employment. The first and last payment by the Company to you
will be prorated, if necessary, to reflect a commencement or termination date
other than the first or last working day of a pay period. Your salary and
performance may be reviewed at least annually by the President and or the
Company's board of directors. Additionally, you will receive a sign-on bonus of
$50,000.00 payable in two installments, half on the first pay period following
employment and the final half after 90 days of employment. Should your
employment with the Company terminate prior to the completion of one year of
service, the sign-on bonus will be due and payable in full.

     5.   Vacation and Benefits. Upon the Effective Date of your employment and
then for so long as you are employed by the Company you will accrue 1.25 days of
paid time off ("PTO") for each full month you are employed by the Company.
Vacation days and sick leave shall both be deducted from your accrued PTO. You
will also be entitled to standard fringe benefits in accordance with the
Company's practices covering employees, as such benefits may be in effect from
time to time. Please contact Human Resources if you would like additional
information regarding benefits.

     6.   Stock Option. Subject to action by the Company's board of directors
and compliance with applicable state and federal securities laws, the Company
will grant to you an option (the "Option") to purchase 200,000 shares of the
Company's Common Stock pursuant to the Company's 1997 Incentive Stock Plan (the
"Plan") adopted by the board of directors and stockholders of the Company. The
exercise price of the Option will be the fair market value of the Company's
Common Stock on the date of grant as determined by the Company's board of
directors. The Option will vest over four (4) years with one quarter (1/4) of
the shares vesting at the end of one full year following your effective date of
employment with the Company and an additional one forty-eighth (1/48) of the
shares will vest each full month thereafter until all of the shares are
exercisable, subject to all provisions of the Plan and your continued employment
with the Company.

     7.   Employment, Confidential Information, Invention Assignment and
Arbitration Agreement. As a condition of accepting this offer of employment, you
will be required to complete, sign and return the Company's standard form of
Employment, Confidential Information, Invention Assignment and Arbitration
Agreement.

     8.   Immigration Laws. For purposes of federal immigration laws, you will
be required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided within 3

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business days of the effective date of your employment, or your employment
relationship with the Company may be terminated.

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     9.   Conflicting Employment. During the period that you render services to
the Company, you will not engage in any employment, business or activity that is
in any way competitive with the business or proposed business of the Company.
You will disclose to the Company in writing any other gainful employment,
business or activity that you are currently associated with or participate in
that competes with the Company. You will not assist any other person or
organization in competing with the Company or in preparing to engage in
competition with the business or proposed business of the Company. You represent
that your signing of this offer letter, agreement(s) representing stock options
granted to you, if any, under the Plan and the Company's Employment,
Confidential Information, Invention Assignment and Arbitration Agreement and
your commencement of employment with the Company will not violate any agreement
currently in place between yourself and current or past employers.

     10.  Entire Agreement. This offer letter, the Employment, Confidential
Information, Invention Assignment and Arbitration Agreement and the agreement(s)
representing stock options granted to you, if any, under the Plan, when signed
by you, set forth the terms of your employment with the Company and supersede
any and all prior representations and agreements, whether written or oral.

     11.  Amendment. This agreement can only be amended in writing signed by you
and an officer of the Company. Any waiver of a right under this agreement must
be in writing.

     12.  Governing Law. This agreement will be governed under the laws of the
State of California applicable to such agreements made and to be performed
entirely within such State.

     We look forward to you joining the Company. If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me within three days.

                                        Sincerely,

                                        NEOFORMA, INC.


                                        By:
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                                           Annette Ohl,
                                           Director of Human Resources


AGREED AND ACCEPTED:
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