NON-STATUTORY STOCK OPTION AGREEMENT

         THIS AGREEMENT is entered into and effective as of March 4, 1997, by
and between LifeRate Systems, Inc., a Minnesota corporation. (the "Company") and
APF, LLC, an Oregon limited liability company (the "Holder").

         A. The Company, the Holder and Anthony Furnary, M.D. have entered into
an agreement, dated the date hereof, pursuant to which, among other things such
parties have agreed to certain modifications to the "CORIS" Computer Software
Purchase Agreement, dated July 2, 1995, among such parties.

         B. The Company has agreed to grant the option set forth herein in
consideration for services that Furnary has provided to the Company since July
2, 1995.

         Accordingly, the parties hereby agree as follows:

         1. Grant of Option. The Company hereby grants to the Holder the right,
privilege, and option (the "Option") to purchase from the Company, at any time
on or before March 25, 2007, Five Hundred Fifty Thousand (550,000) fully paid
and nonassessable shares of the Company's Common Stock, no par value (such class
of stock being hereinafter referred to as the "Common Stock" and such shares of
Common Stock as may be acquired upon exercise hereof being hereinafter referred
to as the "Option Shares") at an exercise price equal to $2.625 per share,
subject to adjustment as provided in Section 4 ("Option Exercise Price"). The
Option is not intended to be an "incentive stock option," as that term is used
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         2. Exercise. The rights represented by this Option may be exercised by
the Holder, in whole or in part (but not as to a fractional share of Common
Stock), by written notice of exercise delivered to the Company at the principal
office of the Company in Minneapolis, Minnesota (Attention: Chief Executive
Officer), and upon payment to it, by cash, certified check or bank draft, of the
Option Exercise Price for such shares. In addition, the Holder may elect to pay
the full purchase price, in whole or in part, by delivery of a Broker Exercise
Notice. For purposes of this Agreement, a "Broker Exercise Notice" shall mean a
written notice from the Holder to the Company at its principal executive office
in Minneapolis, Minnesota (Attention: Chief Executive Officer), pursuant to
which the Holder irrevocably elects to exercise all or any portion of this
Option and irrevocably directs the Company to deliver the Holder's stock
certificates to be issued to the Holder upon such Option exercise directly to a
broker or dealer. A Broker Exercise Notice must be accompanied by or contain
irrevocable instructions to the broker or dealer (i) to promptly sell a
sufficient number of shares of such Common Stock or to loan the Holder a
sufficient amount of money to pay the aggregate Option Exercise Price and, if
not otherwise satisfied by the Holder, to fund any related employment and
withholding tax obligations due upon such exercise, and (ii) to promptly remit
such sums to the Company upon the broker's or dealer's receipt of the stock
certificates. Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificates for the Option Shares, except in accordance
with the provisions and subject to the limitations of Section 6 below.

         3. Covenants of the Company. The Company covenants and agrees that all
Option Shares that may be issued upon the exercise of this Option will, upon
issuance, be duly authorized and issued, fully paid and nonassessable. The
Company further covenants and agrees that until expiration of this Option, the
Company will at all times have authorized, and reserved for the purpose of
issuance or transfer upon exercise of this Option, a sufficient number of shares
of Common stock to provide for the exercise of this Option.

         4. Anti-Dilution Provisions; Adjustment of Option Exercise Price. The
foregoing provisions are, however, subject to the following:

                  (a) The Option Exercise Price shall be subject to adjustment
         from time to time as hereinafter provided. Upon each adjustment of the
         Option Exercise Price, the Holder of this Option shall thereafter be
         entitled to purchase, at the Option Exercise Price resulting from such
         adjustment, the number of shares obtained by multiplying the Option
         Exercise Price in effect immediately prior to such adjustment by the
         number of shares purchasable pursuant hereto immediately prior to such
         adjustment and dividing the product thereof by the Option Exercise
         Price resulting from such adjustment.

                  (b) Except as provided in this Section 4, if and whenever the
         Company shall issue or sell any shares of its Common Stock for a
         consideration per share less than $2.625 (the "Anti-Dilution Trigger
         Price"), then, forthwith upon such issue or sale, the Option Exercise
         Price shall be reduced to the price (calculated to the nearest cent)
         determined by dividing (x) an amount equal to the sum of (1) the number
         of shares of Common Stock outstanding immediately prior to such issue
         or sale multiplied by the then existing Option Exercise Price and (2)
         the consideration, if any, received by the Company upon such issue or
         sale, by (y) an amount equal to the sum of (1) the number of shares of
         Common Stock outstanding immediately prior to such issue or sale and
         (2) the number of shares of Common Stock thus issued or sold. Solely
         for purposes of (x)(1) and (y)(1) above, the term "Common Stock
         outstanding" shall include those shares of Common Stock issuable upon
         exercise of this Option.

                  (c) Notwithstanding any other provisions of this Section 4,
         the Option Exercise Price shall not be adjusted in the case of issuance
         by the Company of (A) shares of Common Stock issued upon exercise of
         any warrants or options to purchase Common Stock outstanding on the
         date hereof as listed on Schedule 1 hereto, (B) options to purchase
         shares of Common Stock of the Company (including shares of Common Stock
         issued upon the exercise thereof) granted or to be granted pursuant to
         the Company's 1993 Stock Option Plan, as such plan is in effect on the
         date hereof or as may be amended by the Board of Directors, (C) shares
         of Common Stock issued upon exercise of this Option, (D) up to
         2,500,000 shares of Common Stock issued within four (4) months of the
         date hereof in the Company's private placement which is contemplated to
         be commenced within 60 days hereafter and is expected to raise
         approximately $5,000,000 or (E) shares issuable to The Atlanta
         Cardiology Group, P.C. under a certain Convertible Subordinated Note in
         the principal amount of $2,250,000 to be issued by the Company on or
         about the date hereof.

                  (d) No adjustment of the Option Exercise Price, however, shall
         be made in an amount less than 0.1% of the Option Exercise Price in
         effect on the date of such adjustment, but any such lesser adjustment
         shall be carried forward and shall be made at the time and together
         with the next subsequent adjustment which, together with any such
         adjustment so carried forward, shall be an amount equal to or greater
         than 0.1% of the Option Exercise Price then in effect.

                  (e) For the purposes of this Section 4, the following
         provisions (1) to (4), inclusive, shall also be applicable:

                           (1) In case at any time the Company shall grant
                  (whether directly or by assumption in a merger or otherwise)
                  any rights to subscribe for or to purchase, or any options for
                  the purchase of, (a) Common Stock or (b) any obligations or
                  any shares of stock or other securities of the Company which
                  are convertible into, or exchangeable for, Common Stock (any
                  of such obligations or shares of stock or other securities
                  being hereinafter called "Convertible Securities") whether or
                  not such rights or options or the right to convert or exchange
                  any such Convertible Securities are immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon the exercise of such rights or options or upon conversion
                  or exchange of such Convertible Securities (determined by
                  dividing (x) the total amount, if any, received or receivable
                  by the Company as consideration for the granting of such
                  rights or options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon the
                  exercise of such rights or options, plus, in the case of such
                  Convertible Securities, the minimum aggregate amount of
                  additional consideration, if any, payable upon the issue of
                  such Convertible Securities and upon the conversion or
                  exchange thereof, by (y) the total maximum number of shares of
                  Common Stock issuable upon the exercise of such rights or
                  options or upon the conversion or exchange of all such
                  Convertible Securities issuable upon the exercise of such
                  rights or options) shall be less than the Anti-Dilution
                  Trigger Price, then the total maximum number of shares of
                  Common Stock issuable upon the exercise of such rights or
                  options or upon conversion or exchange of the total maximum
                  amount of such Convertible Securities issuable upon the
                  exercise of such rights or options shall (as of the date of
                  granting of such rights or options) be deemed to have been
                  issued for such price per share. Except as provided in Section
                  4(h) below, no further adjustments of the Option Exercise
                  Price shall be made upon the actual issue of such Common Stock
                  or of such Convertible Securities upon exercise of such rights
                  or options or upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities.

                           (2) In case the Company shall issue or sell (whether
                  directly or by assumption in a merger or otherwise) any
                  Convertible Securities, whether or not the rights to exchange
                  or convert thereunder are immediately exercisable, and the
                  price per share for which Common Stock is issuable upon such
                  conversion or exchange (determined by dividing (x) the total
                  amount received or receivable by the Company as consideration
                  for the issue or sale of such Convertible Securities, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (y) the total maximum number of shares of Common
                  Stock issuable upon the conversion or exchange of all such
                  Convertible Securities) shall be less than the Anti-Dilution
                  Trigger Price, then the total maximum number of shares of
                  Common Stock issuable upon conversion or exchange of all such
                  Convertible Securities shall (as of the date of the issue or
                  sale of such Convertible Securities) be deemed to be
                  outstanding and to have been issued for such price per share,
                  provided that (a) except as provided in Section 4(h) below, no
                  further adjustments of the Option Exercise Price shall be made
                  upon the actual issue of such Common Stock upon conversion or
                  exchange of such Convertible Securities, and (b) if any such
                  issue or sale of such Convertible Securities is made upon
                  exercise of any rights to subscribe for or to purchase or any
                  option to purchase any such Convertible Securities for which
                  adjustments of the Option Exercise Price have been or are to
                  be made pursuant to other provisions of this Section 4, no
                  further adjustment of the Option Exercise Price shall be made
                  by reason of such issue or sale.

                           (3) In case any shares of Common Stock or Convertible
                  Securities or any rights or options to purchase any such
                  Common Stock or Convertible Securities shall be issued or sold
                  for cash, the consideration received therefor shall be deemed
                  to be the amount received by the Company therefor, without
                  deducting therefrom any expenses incurred or any underwriting
                  commissions or concessions paid or allowed by the Company in
                  connection therewith. In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any such Common Stock or Convertible Securities shall be
                  issued or sold for a consideration other than cash, the amount
                  of the consideration other than cash received by the Company
                  shall be deemed to be the fair value of such consideration as
                  determined by the Board of Directors of the Company, without
                  deducting therefrom any expenses incurred or any underwriting
                  commissions or concessions paid or allowed by the Company in
                  connection therewith. In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  such Common Stock or Convertible Securities shall be issued in
                  connection with any merger or consolidation in which the
                  Company is the surviving corporation, the amount of
                  consideration therefor shall be deemed to be the fair value as
                  determined by the Board of Directors of the Company of such
                  portion of the assets and business of the non-surviving
                  corporation or corporations as such Board shall determine to
                  be attributable to such Common Stock, Convertible Securities,
                  rights or options, as the case may be. In the event of any
                  consolidation or merger of the Company in which the Company is
                  not the surviving corporation or in the event of any sale of
                  all or substantially all of the assets of the Company for
                  stock or other securities of any other corporation, the
                  Company shall be deemed to have issued a number of shares of
                  its Common Stock for stock or securities of the other
                  corporation computed on the basis of the actual exchange ratio
                  on which the transaction was predicated and for a
                  consideration equal to the fair market value on the date of
                  such transaction of such stock or securities of the other
                  corporation, and if any such calculation results in adjustment
                  of the Option Exercise Price, the determination of the number
                  of shares of Common Stock issuable upon conversion immediately
                  prior to such merger, conversion or sale, for purposes of
                  Section 4(i) below, shall be made after giving effect to such
                  adjustment of the Option Exercise Price.

                           (4) In case the Company shall take a record of the
                  holders of its Common Stock for the purpose of entitling them
                  (a) to receive a dividend or other distribution payable in
                  Common Stock or in Convertible Securities, or in any rights or
                  options to purchase any Common Stock or Convertible
                  Securities, or (b) to subscribe for or purchase Common Stock
                  or Convertible Securities, then the date of such record shall
                  be deemed to be the date of the issue or sale of the shares of
                  Common Stock deemed to have been issued or sold upon the
                  declaration of such dividend or the making of such other
                  distribution or the date of the granting of such rights of
                  subscription or purchase, as the case may be.

                  (f) In case the Company shall (i) declare a dividend upon the
         Common Stock payable in Common Stock (other than a dividend declared to
         effect a subdivision of the outstanding shares of Common Stock, as
         described in Section 4(g) below) or Convertible Securities, or in any
         rights or options to purchase any Common Stock or Convertible
         Securities, or (ii) declare any other dividend or make any other
         distribution upon the Common Stock payable otherwise than out of
         earnings or earned surplus, then thereafter the Holder upon the
         conversion hereof will be entitled to receive the number of shares of
         Common Stock issuable upon exercise of this Option, and, in addition
         and without payment therefor, each dividend described in clause (i)
         above and each dividend or distribution described in clause (ii) above
         which such holder would have received by way of dividends or
         distributions if continuously since the Holder became the record holder
         of this Option the Holder (x) had been the record holder of the number
         of shares of Common Stock then received, and (y) had retained all
         dividends or distributions in stock or securities (including Common
         Stock or Convertible Securities, or in any rights or options to
         purchase any Common Stock or Convertible Securities) payable in respect
         of such Common Stock or in respect of any stock or securities paid as
         dividends or distributions and originating directly or indirectly from
         such Common Stock. For the purposes of the foregoing a dividend or
         distribution other than in cash shall be considered payable out of
         earnings or earned surplus only to the extent that such earnings or
         surplus are charged an amount equal to the fair value of such dividend
         or distribution as determined by the Board of Directors of the Company.

                  (g) In case the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares, the
         Option Exercise Price in effect immediately prior to such subdivision
         shall be proportionately reduced, and conversely, in case the
         outstanding shares of Common Stock of the Company shall be combined
         into a smaller number of shares, the Option Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (h) If (i) the purchase price provided for in any right or
         option referred to in clause (1) of Section 4(e), or (ii) the
         additional consideration, if any, payable upon the conversion or
         exchange of Convertible Securities referred to in clause (1) or clause
         (2) of Section 4(e), or (iii) the rate at which any Convertible
         Securities referred to in clause (1) or clause (2) of Section 4(e) are
         convertible into or exchangeable for Common Stock, shall change at any
         time (other than under or by reason of provisions designed to protect
         against dilution), the Option Exercise Price then in effect hereunder
         shall forthwith be increased or decreased to such Option Exercise Price
         as would have obtained had the adjustments made upon the issuance of
         such rights, options or Convertible Securities been made upon the basis
         of (a) the issuance of the number of shares of Common Stock theretofore
         actually delivered upon the exercise of such options or rights or upon
         the conversion or exchange of such Convertible Securities, and the
         total consideration received therefor, and (b) the issuance at the time
         of such change of any such options, rights, or Convertible Securities
         then still outstanding for the consideration, if any, received by the
         Company therefor and to be received on the basis of such changed price;
         and on the expiration of any such option or right or the termination of
         any such right to convert or exchange such Convertible Securities, the
         Option Exercise Price then in effect hereunder shall forthwith be
         increased to such Option Exercise Price as would have obtained had the
         adjustments made upon the issuance of such rights or options or
         Convertible Securities been made upon the basis of the issuance of the
         shares of Common Stock theretofore actually delivered (and the total
         consideration received therefor) upon the exercise of such rights or
         options or upon the conversion or exchange of such Convertible
         Securities. If the purchase price provided for in any right or option
         referred to in clause (1) of Section 4(e), or the rate at which any
         Convertible Securities referred to in clause (1) or clause (2) of
         Section 4(e) are convertible into or exchangeable for Common Stock,
         shall decrease at any time under or by reason of provisions with
         respect thereto designed to protect against dilution, then in case of
         the delivery of Common Stock upon the exercise of any such right or
         option or upon conversion or exchange of any such Convertible Security,
         the Option Exercise Price then in effect hereunder shall forthwith be
         decreased to such Option Exercise Price as would have obtained had the
         adjustments made upon the issuance of such right, option or Convertible
         Security been made upon the basis of the issuance of (and the total
         consideration received for) the shares of Common Stock delivered as
         aforesaid.

                  (i) If any capital reorganization or reclassification of the
         capital stock of the Company, or consolidation or merger of the Company
         with another corporation, or the sale of all or substantially all of
         its assets to another corporation shall be effected in such a way that
         holders of Common Stock shall be entitled to receive stock, securities
         or assets with respect to or in exchange for Common Stock, then, as a
         condition of such reorganization, reclassification, consolidation,
         merger or sale, lawful and adequate provision shall be made whereby the
         Holder of this Option shall thereafter have the right to receive upon
         the basis and upon the terms and conditions specified herein and in
         lieu of the shares of the Common Stock of the Company immediately
         theretofore receivable upon the exercise of this Option, such shares of
         stock, securities or assets as may be issued or payable with respect to
         or in exchange for a number of outstanding shares of such Common Stock
         equal to the number of shares of such stock immediately theretofore
         receivable upon the exercise of this Option had such reorganization,
         reclassification, consolidation, merger or sale not taken place, plus
         all dividends unpaid and accumulated or accrued thereon to the date of
         such reorganization, reclassification, consolidation, merger or sale,
         and in any such case appropriate provision shall be made with respect
         to the rights and interests of the Holder of this Option to the end
         that the provisions hereof (including without limitation provisions for
         adjustments of the Option Exercise Price and of the number of shares
         receivable upon the exercise of the this Option) shall thereafter be
         applicable, as nearly as may be in relation to any shares of stock,
         securities or assets thereafter receivable upon the exercise of this
         Option. The Company shall not effect any such consolidation, merger or
         sale, unless prior to the consummation thereof the successor
         corporation (if other than the Company) resulting from such
         consolidation or merger or the corporation purchasing such assets shall
         assume by written instrument executed and mailed to the Holder of this
         Option, at the last addresses of such holders appearing on the books of
         the Company, the obligation to deliver to the Holder such shares of
         stock, securities or assets as, in accordance with the foregoing
         provisions, the Holder may be entitled to receive.

                  (j) Upon any adjustment of the Option Exercise Price, then and
         in each case the Company shall give written notice thereof, by
         first-class mail, postage prepaid, addressed to the Holder of this
         Option, which shall state the Option Exercise Price resulting from such
         adjustment and the increase or decrease, if any, in the number of
         shares receivable at such price upon the exercise of this Option,
         setting forth in reasonable detail the method of calculation and the
         facts upon which such calculation is based, and which notice shall be
         certified by a nationally recognized firm of independent auditors
         (which may be the Company's independent auditors).

                  (k) In case at any time:

                           (1) the Company shall declare any cash dividend on
                  its Common Stock;

                           (2) the Company shall pay any dividend payable in
                  stock upon its Common Stock or make any distribution (other
                  than regular cash dividends) to the holders of its Common
                  Stock;

                           (3) the Company shall offer for subscription pro rata
                  to the holders of its Common Stock any additional shares of
                  stock of any class or other rights;

                           (4) there shall be any capital reorganization, or
                  reclassification of the capital stock of the Company, or
                  consolidation or merger of the Company with, or sales of all
                  or substantially all of its assets to, another corporation; or

                           (5) there shall be a voluntary or involuntary
                  dissolution, liquidation or winding up of the Company;

                  then, in any one or more of said cases, the Company shall give
         written notice, by first-class mail, postage prepaid, addressed to the
         Holder at the addresses of such holders as shown on the books of the
         Company, of the date on which (a) the books of the Company shall close
         or a record shall be taken for such dividend, distribution or
         subscription rights, or (b) such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up
         shall take place, as the case may be. Such notice shall also specify
         the date as of which the holders of Common Stock of record shall
         participate in such dividend, distribution or subscription rights, or
         shall be entitled to exchange their Common Stock for securities or
         other property deliverable upon such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation, or winding up,
         as the case may be. Such written notice shall be given at least twenty
         (20) days prior to the action in question and not less than twenty (20)
         days prior to the record date or the date on which the Company's
         transfer books are closed in respect thereto.

                  (l) If any event occurs as to which in the opinion of the
         Board of Directors of the Company the other provisions of this Section
         4 are not strictly applicable or if strictly applicable would not
         fairly protect the rights of the Holder in accordance with the
         essential intent and principles of such provisions, then the Board of
         Directors shall make an adjustment in the application of such
         provisions, in accordance with such essential intent and principles, so
         as to protect such rights as aforesaid.

                  (m) As used in this Section 4 the term "Common Stock" shall
         mean and include the Company's presently authorized Common Stock and
         shall also include any capital stock of any class of the Company
         hereafter authorized which shall not be limited to a fixed sum or
         percentage in respect of the rights of the holders thereof to
         participate in dividends or in the distribution of assets upon the
         voluntary or involuntary liquidation, dissolution or winding up of the
         Company; provided that the shares receivable pursuant to exercise of
         this Option shall include shares designated as Common Stock of the
         Company as of the date of issuance of this Option, or, in case of any
         reclassification of the outstanding shares thereof, the stock,
         securities or assets provided for in Section 4(i) above.

                  (n) No fractional shares of Common Stock shall be issued upon
         conversion pursuant to this Section 4, but, instead of any fraction of
         a share which would otherwise be issuable, the Company shall pay a cash
         adjustment in respect of such fraction in an amount equal to the same
         fraction of the market price per share of Common Stock as of the close
         of business on the day of conversion. "Market price" shall mean if the
         Common Stock is traded on a securities exchange or the Nasdaq National
         Market, the closing price of the Common Stock on such exchange or the
         Nasdaq National Market, or, if the Common Stock is otherwise traded in
         the over-the-counter market, the closing bid price, in each case
         averaged over a period of twenty (20) consecutive business days prior
         to the date as of which "market price" is being determined. If at any
         time the Common Stock is not traded on an exchange or the Nasdaq
         National Market, or otherwise traded in the over-the-counter market,
         the "market price" shall be deemed to be the higher of (i) the book
         value thereof as determined by any firm of independent public
         accountants of recognized standing selected by the Board of Directors
         of the Company as of the last day of any month ending within sixty (60)
         days preceding the date as of which the determination is to be made, or
         (ii) the fair value thereof determined in good faith by the Board of
         Directors of the Company as of a date which is within fifteen (15) days
         of the date as of which the determination is to be made.

         5. No Rights as Shareholder. This Option shall not entitle the Holder
to any voting rights or other rights as a shareholder of the Company

         6. Securities Laws Restrictions. The Holder, by acceptance hereof,
represents and warrants that (a) it is acquiring this Option for its own account
for investment purposes only and not with a view to its resale or distribution
and (b) it has no present intention to resell or otherwise dispose of all or any
part of this Option. Other than pursuant to registration under federal and state
securities laws or an exemption from such registration, the availability of
which the Company shall determine in its sole discretion, (y) the Company will
not accept the exercise of this Option or issue certificates for Option Shares
and (z) neither this Option nor any Option Shares may be sold, pledged, assigned
or otherwise disposed of (whether voluntarily or involuntarily). The Company may
condition such issuance or sale, pledge, assignment or other disposition on the
receipt from the party to whom this Option is to be so transferred or to whom
Option Shares are to be issued or so transferred of any representations and
agreements requested by the Company in order to permit such issuance or transfer
to be made pursuant to exemptions from registration under federal and applicable
state securities laws. Each certificate representing the Option (or any part
thereof) and any Option Shares shall be stamped with appropriate legends setting
forth these restrictions on transferability. The Holder, by acceptance hereof,
agrees to give written notice to the Company before exercising or transferring
this Option or transferring any Option Shares of the Holder's intention to do
so, describing briefly the manner of any proposed exercise or transfer. Within
thirty (30) days after receiving such written notice, the Company shall notify
the Holder as to whether such exercise or transfer may be effected.

         7. Registration Rights. The Company shall register the issuance of the
Option Shares under the Securities Act of 1933, as amended, on a registration
statement on Form S-8 (or any comparable successor form) within ninety (90) days
of the date hereof.

         8. Nontransferability. This Option may not be transferred or assigned
by the Holder, either voluntarily or involuntarily, except by will or otherwise
under the laws of descent and distribution; provided, however, that if the rules
applicable to the use of a registration statement on Form S-8 (or any comparable
successor form) are hereafter amended to permit the transferablity of options
registered on a Form S-8 (or any comparable successor form), this Option shall
become transferable to the extent permitted by the rules then applicable to the
use of Form S-8 (or any comparable successor form) and any other applicable
federal or state securities laws or regulations. Any transfer of this Option
other than in accordance with this Agreement shall be null and void.

         9. Amendment. Neither this Option nor any term hereof may be changed,
waived, discharged or terminated orally but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.

                                        LIFERATE SYSTEMS, INC.


                                        By_____________________________________

                                        Its____________________________________


                                        APF, LLC


                                        By_____________________________________

                                        Its____________________________________