MASTER AGREEMENT


         This Agreement is entered into as of this 25th day of March, 1997 (the
"Agreement"), by and between LifeRate Systems, Inc., a corporation organized
under the laws of the State of Minnesota (the "Company"), Anthony P. Furnary,
M.D., a resident of the State of Oregon ("Furnary") and APF, LLC, an Oregon
limited liability company ("APF, LLC" and together with Furnary collectively
called "APF").

                                    RECITALS:

         The Company and APF are parties to a certain "CORIS" Computer Software
Purchase Agreement dated July 2, 1995 (the "Purchase Agreement") relating to,
among other things, the sale by APF to the Company of certain computer software
developed by APF ("CORIS"), the payment of certain royalties to APF and the
provision of certain assistance to the Company by APF in the development and
implementation of CORIS with the Company's products.

         The Company and APF desire to amend the Purchase Agreement in certain
respects as provided herein.

         In addition, the Company and APF have agreed to enter into a certain
consulting agreement and certain other arrangements as provided herein.

                                   AGREEMENT:

         For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and APF agree as follows:

1.       Agreement to Amend Purchase Agreement; Consulting Agreement; Option.

         1.1.     Amendment of Purchase Agreement. Subject to the terms and
                  conditions hereof, at the Closing, the Company and APF shall
                  enter into the Modification Agreement in the form attached
                  hereto as Exhibit A, pursuant to which the Purchase Agreement
                  shall be amended as provided therein (the " Amendment").

         1.2.     Consulting Agreement. Subject to the terms and conditions
                  hereof, at the Closing, the Company and APF shall enter into
                  the Consulting Agreement in the form attached as Exhibit B
                  (the "Consulting Agreement").

         1.3.     Option. Subject to the terms and conditions hereof, at the
                  Closing, the Company shall issue to APF, in consideration of
                  services rendered to date to the Company by APF, an Option in
                  the form of Exhibit C (the "Option").

2.       Closing.

         2.1.     The closing of the matters provided for in this Agreement
                  shall take place at the offices of Oppenheimer Wolff &
                  Donnelly, 45 South Seventh Street, Suite 3400, Minneapolis,
                  Minnesota 55402, at 11:00 a.m., Minneapolis time, on or about
                  March 24th, 1997, or as soon as practical thereafter (the
                  "Closing") or at such other place or different time or day as
                  may be mutually acceptable to APF and the Company, provided
                  that all other conditions to the Closing as provided in this
                  Agreement have been met to the reasonable satisfaction of, or
                  waived by, APF or the Company, as the case may be. The date
                  and time on which the Closing occurs is referred to as the
                  "Closing Date."

3.       Representations and Warranties by the Company.

         Except as disclosed in the Disclosure Schedule attached hereto as
         Exhibit D, the Company hereby represents and warrants to APF as
         follows:

         3.1.     Organization, Standing, Etc. The Company is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the State of Minnesota and has the requisite corporate
                  power and authority to own or lease its properties and to
                  carry on its business as it is now being conducted. The
                  Company has the requisite corporate power and authority to
                  execute this Agreement, the Amendment, the Consulting
                  Agreement and the Option (collectively called the "Major
                  Agreements") and to issue the shares issuable upon exercise of
                  the Option (the "Option Shares") and to perform its
                  obligations under the Major Agreements.

         3.2.     Governing Instruments. The copies of the charter documents of
                  the Company, and all amendments thereto (collectively, the
                  "Charter Documents"), delivered to legal counsel for APF prior
                  to the execution of this Agreement, are true and complete
                  copies of the duly and legally adopted Charter Documents
                  currently in effect.

         3.3.    Capital Stock.

                  (a)      The authorized and outstanding capital stock of the
                           Company as of the date hereof is set forth in the
                           Company's Annual Report on Form 10-KSB, for the year
                           ended December 31, 1996 ("Form 10-KSB"). All of the
                           outstanding shares of the Company were duly
                           authorized and validly issued and are fully paid and
                           nonassessable.

                  (b)      There are no outstanding subscriptions, options,
                           warrants, calls, contracts, demands, commitments,
                           convertible securities or other agreements or
                           arrangements of any character or nature whatever,
                           other than this Agreement, under which the Company is
                           obligated to issue any securities of any kind
                           representing an ownership interest in the Company,
                           except as set forth in the Form 10-KSB. The issuance
                           of the Option does not constitute an event, under any
                           anti-dilution provisions of any securities issued (or
                           issuable pursuant to outstanding rights, warrants or
                           options) by the Company or any agreements with
                           respect to the issuance of securities by the Company,
                           which will either increase the number of shares
                           issuable pursuant to such provisions or decrease the
                           consideration per share to be received by the Company
                           pursuant to such provisions.

                  (c)      Except as set forth on the Form 10-KSB, no holder of
                           any securities of the Company is entitled to any
                           preemptive or similar rights to purchase any
                           securities of the Company from the Company.

         3.4.     Corporate Acts and Proceedings. Each of the Major Agreements
                  has been duly authorized by all necessary corporate action on
                  behalf of the Company, and, when delivered at the Closing,
                  will be duly executed and delivered by authorized officers of
                  the Company, and will be the valid and binding agreement on
                  the part of the Company and enforceable against the Company in
                  accordance with its respective terms, except as such
                  enforceability may be limited by bankruptcy, insolvency,
                  moratorium, reorganization or other similar laws affecting the
                  enforcement of creditors' rights generally and to judicial
                  limitations on the enforcement of the remedy of specific
                  performance and other equitable remedies. The Option Shares,
                  when issued upon the exercise of the Option, will be duly
                  authorized, validly issued and outstanding, fully paid,
                  nonassessable and free and clear of all pledges, liens and
                  encumbrances.

4.       Representations and Agreements of APF.

         APF hereby represents and warrants to the Company as follows:

         4.1.     Acts and Proceedings. Each of the Major Agreements has been
                  duly authorized by all necessary action on the part of APF,
                  has been duly executed and delivered by APF, and is a valid
                  and binding agreement of APF and enforceable against APF in
                  accordance with its terms, except as enforceability may be
                  limited by bankruptcy, insolvency, moratorium, reorganization
                  or other similar laws affecting the enforcement of creditor's
                  rights generally and to judicial limitations on the remedy of
                  specific enforcement and other equitable remedies.

         4.2.     No Intellectual Property Rights. APF confirms, acknowledges
                  and agrees that APF does not own, or claim any ownership or
                  other any right, title or interest in, any intellectual
                  property rights related to the Purchase Agreement, except for
                  the license provided in Section 4.2 of the Purchase Agreement,
                  or any other intellectual property of the Company, including,
                  but not limited to, any inventions, patents, copyrights, trade
                  secrets, trademarks or confidential information embodied in
                  source code or object code.

5.       Conditions of APF's Obligations.

         The obligation of APF to enter into the transactions contemplated
         hereby at the Closing is subject to the fulfillment by the Company or
         waiver by APF prior to or on the Closing Date of the conditions set
         forth in this Section 5.

         5.1.     Representations and Warranties. The representations and
                  warranties of the Company under this Agreement shall be true
                  in all material respects as of the Closing Date with the same
                  effect as though made on and as of such date.

         5.2.     Compliance with Agreement. The Company shall have performed
                  and complied with all agreements or conditions required by
                  this Agreement to be performed and complied with by it prior
                  to or as of the Closing Date.

         5.3.     Certificate of Officers. The Company shall have delivered to
                  APF a certificate, dated as of each Closing Date, executed by
                  the President certifying to the satisfaction of the conditions
                  specified in Sections 5.1 and 5.2.

         5.4.     Supporting Documents. Legal counsel for APF shall have
                  received the following:

                  (a)      a copy of resolutions of the Board of Directors
                           authorizing and approving the execution, delivery and
                           performance of the Major Agreements, all such
                           resolutions to be certified by an officer of the
                           Company;

                  (b)      a Certificate of Incumbency executed by an officer of
                           the Company certifying the names, titles and
                           signatures of the officers authorized to execute the
                           Major Agreements and further certifying that the
                           Charter Documents of the Company delivered to legal
                           counsel for APF at the time of the execution of this
                           Agreement have been validly adopted and have not been
                           amended or modified; and

                  (c)      such additional supporting documentation and other
                           information with respect to the transactions
                           contemplated hereby as legal counsel for APF may
                           reasonably request.

6.       Conditions of the Company's Obligations.

         The obligation of the Company to enter into the transactions
         contemplated hereby at the Closing is subject to the fulfillment or
         waiver by the Company prior to or on the Closing Date of the conditions
         set forth in this Section 6.

         6.1.     Representations and Warranties. The representations and
                  warranties of APF contained in Section 4 shall be true and
                  correct on and as of the Closing with the same force and
                  effect as if such representations and warranties had been made
                  on and as of the Closing.

7.       Covenants of the Company.

         7.1.     Professional Fees. The Company agrees to reimburse APF for the
                  reasonable out-of-pocket expenses of APF, upon receipt of
                  reasonable documentation, incurred during 1996 and 1997 and
                  through the date of Closing in connection with the
                  renegotiation of the Purchase Agreement and the other matters
                  covered by the Major Agreements. Within 30 days of Closing,
                  APF shall submit to the Company a final statement of the
                  out-of-pocket expenses incurred by Furnary through the Closing
                  and the Company shall reimburse Furnary such expenses within
                  ten days of the receipt of such statement.

         7.2.     Transfers of Business.

                  (a)      The Company agrees that, simultaneously upon entering
                           into any agreement to (i) sell substantially all of
                           its assets to another party, or (ii) effect any
                           merger, reorganization or business combination
                           involving a change in control of, or business
                           combination involving, the Company, the other party
                           to such transaction shall assume the unperformed
                           obligations of the Company to APF under the Major
                           Agreements, and such assumption agreement shall be
                           subject to the approval of APF, which consent shall
                           not be unreasonably withheld; it being understood
                           that APF's approval of such assumption agreement
                           shall be limited to obtaining reasonable assurance
                           that such assumption agreement obligates such other
                           party to the same extent as the Company is then
                           obligated under the Major Agreements.

                  (b)      The Company agrees that, simultaneously upon entering
                           into any agreement to sell or transfer a material
                           portion of its business to another party which
                           includes one or more "Products" (as such term is
                           defined in the Purchase Agreement), including without
                           limitation the exclusive assignment of intellectual
                           property relating to, or the exclusive grant of
                           manufacturing or marketing rights regarding, a
                           Product, then the other party to such transaction
                           shall assume, to the extent appropriate given the
                           nature of such sale or transfer, the unperformed
                           royalty obligations of the Company to APF under the
                           Purchase Agreement (as amended by the Amendment)
                           relating to such transferred Product, and such
                           assumption agreement shall be subject to the approval
                           of APF, which consent shall not be unreasonably
                           withheld; it being understood that (i) APF's approval
                           of such assumption agreement shall be limited to
                           obtaining reasonable assurance that such assumption
                           agreement appropriately obligates such other party to
                           pay royalties to APF regarding such transferred
                           Product consistent with the terms of the Purchase
                           Agreement (as amended by the Amendment) and (ii) no
                           approval is required under this Action 7.2 (b) for
                           the granting of any sublicenses or non-exclusive
                           licenses of, or any non-exclusive marketing or
                           manufacturing rights regarding, any Products.

         7.3.     Term Insurance. Within 90 days after the Closing Date, the
                  Company agrees to consider in good faith the possibility of
                  purchasing term insurance on the life of Furnary with the
                  proceeds to be used either to buyout the remaining term of the
                  royalties payable to Furnary under the Purchase Agreement, as
                  amended, or to fund future royalties. The Company reserves the
                  sole discretion to make this determination. The Company will
                  promptly inform APF of its decision.

         7.4.     Board of Directors.

                  (a)      The Company agrees that, beginning upon the Closing
                           Date and continuing for so long as the Company has an
                           obligation to pay APF a royalty on the Products or
                           APF owns (or has the right to acquire) at least 1% of
                           the Company's outstanding shares of common stock (the
                           "Board Period"), the Company will use its best
                           efforts to have Furnary elected to the Board of
                           Directors, including: (i) the Company shall nominate
                           Furnary for election to the Company's board of
                           directors (the "Board") at each meeting of
                           shareholders of the Company at which directors are to
                           be elected and (ii) subject to the exercise of its
                           fiduciary duties, the Board shall recommend the
                           election of Furnary as a director. The Company agrees
                           to use it best efforts to have Furnary elected to the
                           Board within 90 days after the Closing Date.

                  (b)      In the event that Furnary is not serving as a
                           director during any portion of the Board Period,
                           Furnary shall be granted "observer" status by the
                           Board, which shall include the right to receive
                           notice of all Board meetings, to receive all
                           materials distributed to the Board, to attend all
                           Board meetings and to participate in discussions at
                           such meetings, provided that in no event shall
                           observer status be construed to grant Furnary the
                           right to vote in any action taken by the Board.

         7.5.     Reimbursement. The Company agrees to reimburse APF for the
                  following expenses, upon receipt by the Company of reasonable
                  documentation:

                  (a)      as set forth in Section 5.2 of the Purchase
                           Agreement, the expenses incurred by Furnary in
                           connection with his attendance at certain industry
                           meetings;

                  (b)      beginning on January 1, 1999 and continuing so long
                           the Consulting Agreement remains in effect, the
                           reasonable cost of one secretary, for up to eight
                           hours per business day;

                  (c)      beginning on January 1, 1999 and continuing so long
                           the Consulting Agreement remains in effect,
                           reasonable travel expenses of Furnary's spouse (coach
                           class air fare), accommodations and meals, when
                           accompanying Furnary on up to four industry meeting
                           trips to American Heart Association, Society of
                           Thoracic Surgeons, American College of Cardiology and
                           American Association of Thoracic Surgeons; and

                  (d)      personal computer costs up to $5,000 per year so long
                           as the Consulting Agreement remains in effect.

         7.6.     Role Recognition. The Company agrees to take reasonable and
                  appropriate measures to recognize the role of Furnary in the
                  development of the Company's products and systems, including,
                  but not limited to, references to Furnary as the "architect
                  and co-inventor" of the Company's products and systems.

         7.7.     Reexamination of "CORIS". Within 90 days after the Closing
                  Date, the Company will reexamine the CORIS trademark dispute
                  with the Cordis Corporation, which is currently in the
                  disclosure phase at the U.S. Patent and Trademark Office, and
                  will consider aggressively pursuing legal action to retain the
                  rights to the CORIS trademark.

         7.8.     Donation of System. In addition to the rights granted to APF
                  pursuant ot Section 4.2 of the Purchase Agreement, the Company
                  will make available to APF one complete LifeRate system which
                  shall be donated in the name of APF to a hospital system or
                  practice designated by APF (the "Hospital").

                  (a)      The LifeRate system shall include all components and
                           applications of the LifeRate system identified on
                           Exhibit E, and all upgrades listed on such exhibit
                           (collectively, the "System"). APF may designate up to
                           three different hospital systems or practices to
                           receive different components of the System.

                  (b)      During the period of five years after installation,
                           the Hospital shall not pay any license fees for the
                           System, but shall be responsible for payment of the
                           installation, interface and maintenance costs
                           identified in Exhibit E.

         7.9.     No Security Interests. So long as the Company has an
                  obligation to pay APF a royalty under the Purchase Agreement,
                  the Company agrees not to pledge or grant a security interest
                  in the Company's intellectual property.

         7.10.    Repricing Existing Options. The Company agrees to amend all of
                  Furnary's outstanding options, including the 26,000 granted
                  under the Purchase Agreement and the 10,333 independently
                  granted to Furnary, to have an exercise price of $2 5/8, which
                  was the closing price on March 4, 1997.

8.       Miscellaneous.

         8.1.     Definitions. Any capitalized term defined in one of the other
                  Major Agreements and not otherwise defined herein shall have
                  the meaning ascribed to it in such other Major Agreement.

         8.2.     Changes, Waivers, Etc. Neither this Agreement nor any
                  provision hereof may be changed, waived, discharged or
                  terminated orally, but only by a statement in writing signed
                  by the party against which enforcement of the change, waiver,
                  discharge or termination is sought.

         8.3.     Notices. All notices, requests, consents and other
                  communications required or permitted hereunder shall be in
                  writing and shall be mailed by certified mail with return
                  receipt as follows:

                  (a)      if to APF, to:

                           APF, LLC
                           c/o Anthony P. Furnary, M.D.
                           7266 S.W. Eaton Court
                           Portland, OR  97225-6045
                                    Facsimile: 503-291-2488

                           with a copy to:

                           Ropes & Gray
                           One International Place
                           Boston, MA 02110
                           Attn:    Peter Dodson
                                    Eric Jaeger

                  (b)      if to the Company, to:

                           LifeRate Systems, Inc.
                           7210 Metro Boulevard
                           Edina, MN   55439
                           Attention: Chief Executive Officer
                                    Facsimile: 612-844-0797

                  and such notices and other communications shall for all
                  purposes of this Agreement be treated as being effective or
                  having been given if delivered personally, or, if sent by
                  mail, when received. Any party may change its address for such
                  communications by giving notice thereof to the other parties
                  in conformity with this Section.

         8.4.     Survival of Representations, Warranties, Agreements, Etc. All
                  representations, warranties, covenants and agreements
                  contained herein or in any certificate delivered pursuant to
                  this Agreement shall survive the execution and delivery of
                  this Agreement or such certificate, as the case may be, any
                  investigation at any time made by APF or on its behalf, and
                  the closing of the transactions contemplated by this
                  Agreement. All statements contained in any certificate,
                  instrument or other writing prepared by or on behalf of the
                  Company and delivered by the Company pursuant to this
                  Agreement or in connection with or in contemplation of the
                  transactions herein contemplated shall constitute
                  representations and warranties by the Company hereunder.

         8.5.     Successors and Assigns. The terms and conditions of this
                  Agreement shall inure to the benefit of and be binding upon
                  and be enforceable by the successors and permitted assigns of
                  the parties hereto; provided, however, that APF may not assign
                  all or a portion his or its rights and obligations hereunder,
                  except by operation of law, without the prior written consent
                  of the Company, which shall not be unreasonably withheld.

         8.6.     Entire Agreement. This Agreement, the schedules hereto, the
                  documents referenced herein and the exhibits thereto,
                  constitute the entire understanding and agreement of the
                  parties hereto with respect to the subject matter hereof and
                  thereof and supersede all prior and contemporaneous agreements
                  or understandings, inducements or conditions, express or
                  implied, written or oral, between the parties with respect
                  hereto and thereto. The express terms hereof control and
                  supersede any course of performance or usage of the trade
                  inconsistent with any of the terms hereof.

         8.7.     Other Remedies. Any and all remedies herein expressly
                  conferred upon a party shall be deemed cumulative with, and
                  not exclusive of, any other remedy conferred hereby or by law
                  on such party, and the exercise of any one remedy shall not
                  preclude the exercise of any other.

         8.8.     Delays or Omissions. Except as expressly provided herein, no
                  delay or omission to exercise any right, power or remedy
                  accruing to any party under this Agreement shall impair any
                  such right, power or remedy of such party nor shall it be
                  construed to be a waiver of any such breach or default, or an
                  acquiescence thereto, or of a similar breach or default
                  thereafter occurring; nor shall any waiver of any single
                  breach or default be deemed a waiver of any other breach or
                  default theretofore or thereafter occurring. Any waiver,
                  permit, consent or approval of any kind or character on the
                  part of any party hereto of any breach of default under the
                  Agreement, or any waiver on the part of any party of any
                  provisions or conditions of this Agreement, must be in writing
                  and shall be effective only to the extent specifically set
                  forth in such writing.

         8.9.     Construction of Agreement. This Agreement has been negotiated
                  by the respective parties hereto and their attorneys and the
                  language hereof shall not be construed for or against any
                  party. A reference in this Agreement to any section shall
                  include a reference to every section the number of which
                  begins with the number of the section to which reference is
                  specifically made. The titles and headings herein are for
                  reference purposes only and shall not in any manner limit the
                  construction of this Agreement which shall be considered as a
                  whole. A reference to a section means a section of this
                  Agreement, unless the context expressly otherwise requires.

         8.10.    Governing Law. This Agreement shall be governed by and
                  construed under the laws of the State of Minnesota.

         8.11.    Counterparts. This Agreement may be executed concurrently in
                  two or more counterparts, each of which shall be deemed an
                  original, but all of which together shall constitute one and
                  the same instrument.

         8.12.    Injunctive Relief. The parties acknowledge that it will be
                  impossible to measure the damages that would be suffered upon
                  any breach of Section 7 of this Agreement and that in the
                  event of any such failure, there shall not exist an adequate
                  remedy at law. Either party shall, therefore, be entitled to
                  obtain specific performance of the other party's obligations
                  under Section 7 and to obtain immediate injunctive relief.
                  Such other party shall not urge, as a defense to any
                  proceeding for such specific performance or injunctive relief,
                  that there exists an adequate remedy at law.

         IN WITNESS WHEREOF, each of the Company and APF has caused this
Agreement to be executed by its duly authorized representatives in counterpart.

COMPANY:                              LIFERATE SYSTEMS, INC.


                                      By:_____________________________________
                                      Its:____________________________________


APF:                                  APF, LLC

                                      By:_____________________________________
                                      Its: Manager



                                      ________________________________________
                                              Anthony P. Furnary, M.D.