12/23/96

                         SOFTWARE DEVELOPMENT AGREEMENT*
                         (FOR PROGRAMS BEING DEVELOPED)

*        Confidential treatment has been requested with respect to designated
         portions of this document. Such portions have been omitted and filed
         separately with the Commission pursuant to Rule 24b-2 of the Securities
         and Exchange Act of 1934, as amended.


National Jewish Center                               Colorado
Licensee's Name                                State of Incorporation

1400 Jackson Street      
Street Address

Denver, CO 80206    
City, State, Zip Code

303/398-1601                                      Gary Cott, M.D.
Area code/Phone No.                          Licensee's Representative


         This Software Development Agreement (the "Development Agreement") is
made and entered into as of this 18th day of __December_______, 1996_, by and
between LifeRate Systems, Inc. (LRSI) a Minnesota Corporation, having its
principal offices 7210 Metro Blvd., Minneapolis, MN. 55439-2128 and _National
Jewish Center ________________(the "Licensee").

         In consideration of the mutual covenants contained herein and other
valuable consideration, the adequacy and receipt of which is hereby mutually
acknowledged, the parties hereto agree as follows:


1. DEFINITION OF LRSI SOFTWARE. A general description of the LRSI Software to be
developed is attached hereto as Exhibit "A." The term "LRSI Software" means (a)
the object code for such software as hereafter developed by LRSI consistent with
such description, (b) related machine readable materials provided by LRSI to
Licensee in connection with such software, such as but not limited to , job
stream run statements, and (c) all errors corrections, new releases,
enhancements, and updates provided with respect thereto pursuant to the
Technical Support Agreement. The LRSI Software will not include source code
except as provided for in Exhibit B, Article (d) of this Agreement and Section 2
of the Technical Support Agreement. The term "Documentation" means all printed
or tangible materials delivered by LRSI to Licensee in connection with the LRSI
Software, such as but not limited to, procedure and training manuals, user
manuals, screens, etc.


The paragraph titled "environment" in Exhibit A provides an executive level
description of the technical environment that the LRSI Software will operate
within, including import and export formats.

2. DEVELOPMENT STEPS. Development of the LRSI Software will occur in three
consecutive steps, as follows:

      [confidential treatment has been requested for information omitted]


LRSI agrees to proceed to complete consecutively the three development steps
identified above. LRSI estimates that Preliminary Design Document(s) will be
completed as indicated on the _schedule outlined in Exhibit C. At the time of
submission by LRSI to Licensee of materials at the completion of each of the
first two steps, LRSI will advise Licensee of the estimated date as of which the
next step (the second or third step, as the case may be) will be completed.
However, all of these dates are subject to extension in the event of presently
unanticipated development problems or in the event of causes of delay which are
beyond the reasonable control of LRSI. LRSI agrees to notify Licensee of
significant changes in the estimated dates for the completion of the three
steps.

Upon completion of each step, LRSI shall submit to Licensee, as may be
applicable: (i.) the Preliminary Design Document(s), (ii) the Detailed Design
Document, or (iii) the Programming (object code only), the results of the Beta
Site Testing, and the Documentation.

Licensee understands that the LRSI employees, consultants, and/or agents
identified in Exhibit "C" will have as their primary responsibility the work
effort associated with the development project defined in this Agreement. This
means that such assigned employees, consultants, and/or agents will only work on
other LRSI projects if it is reasonably anticipated that such other work will
not materially detract from the schedule completion date(s) set forth in Exhibit
C, unless otherwise agreed to in writing by Licensee.

3. INSPECTION BY LICENSEE. Licensee shall have 20 calendar days within which to
inspect the materials submitted to it at the completion of each of the three
steps. If Licensee determines that any of such materials are materially
inconsistent with the general description of the LRSI Software set forth in
Exhibit "A" or the materials previously submitted by LRSI to the Licensee at the
completion of any prior step, then Licensee shall so notify LRSI in writing
within the applicable 20 calendar days period, and LRSI shall take commercially
reasonable steps to correct such inconsistencies. Failure of Licensee to notify
LRSI in writing of inconsistencies within the applicable 20 calendar day period
shall constitute approval by Licensee.

In addition to providing materials to Licensee at the completion of each of the
three steps defined in Section 2 herein, LRSI may submit to Licensee a portion
of the Preliminary Design Document(s), the Detailed Document(s), or the
Programming, and Licensee agrees within a 20 calendar day period after receipt
thereof to notify LRSI in writing of any inconsistencies. If Licensee does not
so notify LRSI in writing, then Licensee may not later object to the materials
submitted to it at the completion of the step on the basis of inconsistencies
which existed in the portions of materials previously submitted to it unless
such inconsistencies relate to the design or functioning of the LRSI Software as
a whole.

4. ACCEPTANCE TESTING. In addition to the 20 calendar day period after the
completion of the third step within which Licensee will have the right to
inspect the materials submitted to it at the completion of such step to
determine whether there are any inconsistencies, Licensee shall have an
additional period of 60 calendar days (the "Acceptance Testing Period") within
which to test the Programming and the Documentation for errors. Such "Acceptance
Testing Period" shall not begin until LRSI and Licensee have created the test
data files and database required to conduct effective Beta Testing as previously
described in Section 2 above. If Licensee identifies any error within the
Acceptance Testing Period, it will promptly notify LRSI in writing together with
such supporting data as LRSI may reasonable request to enable LRSI to reproduce
and to take commercially reasonable steps to correct the error. Failure of
Licensee to notify LRSI in writing of errors within the Acceptance Testing
Period shall constitute acceptance by Licensee of the LRSI Software "as is."

5. DEFAULT BY LRSI. LRSI shall not be in default in the performance of its
obligations with respect to the development of the LRSI Software Programs unless
LRSI fails to correct such inconsistencies (Section 3) or error(s) (Section 4)
within a reasonable period of time after receipt of notification thereof from
Licensee in accordance with the provisions of Section 3 and 4 herein. If
Licensee does not notify LRSI in writing of any inconsistencies or errors within
the applicable time period, the materials submitted to Licensee by LRSI shall
automatically be deemed approved or accepted by Licensee.

LRSI shall be in default in the performance of its obligations with respect to
the development of the LRSI Software Programs if it does not complete Beta
Testing for each Phase I and Phase II deliverable within the calendar quarter
specified in Exhibit C, Section 10 (e). Should LRSI fail to meet any of the
projected calendar quarter dates, then LRSI may submit to Licensee written
documentation that specifically states the reasons for failure to complete the
Beta Test by such projected calendar quarter date and request approval for a
ninety (90) day extension, which approval shall not be unreasonably withheld.
Licensee has no obligation to consider a request for a second such extension of
the Beta Test for any particular Phase I or Phase II deliverable.

6. DEVELOPMENT SUPPORT BY LICENSEE. The initial license fee for the LRSI
Software, as set forth in Section 10, is based upon the assumption that Licensee
will provide significant development support to LRSI in the development of the
LRSI Software. Such support shall include, as reasonably requested from time to
time by LRSI, the following obligations of Licensee:

         (a) Making available to LRSI for its inspection and review all
         documents, forms, and records relating to the area of business and
         practice which is the subject of the LRSI Software.

         (b) Consulting with LRSI about such area of business and practice and
         the procedures related thereto. Such consultation is generally expected
         to require the time of executive and administrative personnel of
         Licensee and will also require significant involvement of medical
         staff.

         (c) Responding to questionnaires and other inquiries about the
         documents, forms, and records referred to in (a) above and about the
         area of business and practice and the procedures referred to in (b)
         above.

         (d) Participation in the preliminary and detail design process, which
         includes attendance at all meetings that are related to the design
         and/or development of the LRSI software.

Licensee's responses to requests made by LRSI pursuant to this Section 6 shall
be prompt. The purpose of the support to be provided by Licensee is to assist
LRSI in acquiring the knowledge necessary to enable it to effectively develop
the LRSI Software. Licensee acknowledges that the development of the LRSI
Software is for customers of LRSI generally (THE MARKET) and that there may be
specialized aspects of Licensee's business and practice which require
enhancement of the LRSI Software for use by Licensee. To the extent that such
enhancement requests occur after the Detail Design Document has been inspected
and accepted, such enhancement requests that are considered unique to Licensee
shall be designed and programmed by LRSI for Licensee as an enhancement within
the terms and conditions of the Technical Support Agreement. Licensee shall be
reasonable in its request for such enhancements that are considered unique and
non-standard within the market, submitting detailed documentation that defines
the need and describes the benefit.

7. LICENSEE'S OPTION TO TERMINATE.

         (a) Termination in Event of LRSI Default. In the event of any default
         by LRSI in the performance of its obligations under this Agreement
         prior to the Final Payment Date, which default is not cured by LRSI
         within 60 calendar days after written notice thereof is given by
         Licensee, Licensee shall have the right to terminate this Agreement by
         giving prompt written notice to LRSI. Upon such termination, LRSI
         agrees to refund to Licensee, within 45 calendar days, an amount equal
         to the license fee payments previously made by Licensee, after receipt
         by LRSI of the notice of termination pursuant to this part (a). The
         remedy in this part (a) is the sole and exclusive remedy of Licensee in
         the event of any default by LRSI prior to the Final Payment Date.

         (b) Termination in Absence of LRSI Default. In the absence of a default
         by LRSI, Licensee shall nevertheless have the right at any time during
         the 20 calendar day inspection period following submission by LRSI to
         Licensee of the Preliminary Design Document(s) or the Detailed Design
         Document(s) to terminate this Agreement by giving written notice to
         LRSI. Licensee shall not thereafter have the obligation to make any
         additional license fee payments except for those due with respect to
         the steps then completed by LRSI, including any due upon correction by
         LRSI of any inconsistencies in materials previously submitted by LRSI
         to Licensee. In the event of termination by Licensee pursuant to this
         part (b), Licensee shall not be entitled to any refund of payments
         previously made to LRSI.

         (c) Other Consequences of Termination. Upon termination of this
         Agreement pursuant to (a) or (b) above: (i.) Licensee shall no longer
         have any license or right to a license of the LRSI Software or the
         Documentation, (ii) Licensee shall promptly return to LRSI all copies
         of the LRSI Software, the Documentation, and all other materials
         previously submitted to Licensee by LRSI pursuant to Section 2 or
         otherwise related to the LRSI Software, and (iii) all further
         obligations of the parties under this Agreement shall terminate except
         as otherwise specifically stated.

8. LICENSE. Subject to completion by LRSI of the development work, LRSI hereby
grants to Licensee a restrictive and nonexclusive License to use the LRSI
Software and the Documentation and the LRSI database as defined in Section 21 on
the Defined Computer at the "Defined Computer Site" - as identified in Exhibit E
attached. Licensee does have the right to access the LRSI Software Programs that
reside at the Defined Computer Site using remote terminal/PC type devices from
any location. Licensee will not permit any of the LRSI Software or the
Documentation to be used by any other person or on any other equipment or at any
other location, except as may be hereafter agreed to in writing by LRSI. The
License granted herein is not assignable or transferable by Licensee except to a
successor in interest of the business of Licensee and then only with the prior
written approval of LRSI, which approval shall not be unreasonably withheld.
Licensee may not grant any sublicenses or otherwise make the LRSI Software or
the Documentation available to any other person, entity, or business. Licensee
may use the LRSI Software and the Documentation only to process its own data,
the data of certain affiliated companies identified as "Affiliates" in Exhibit F
attached hereto and made a part hereof, and the data of collaborative
relationships as defined in Exhibit B, Paragraph (k), and may not use the LRSI
Software or the Documentation to perform data processing functions for any other
person, entity, or business by acting as a service bureau, processing center, or
otherwise. Licensee agrees that it will not reverse assemble, reverse compile,
or reverse engineer the LRSI Software in whole or in part and that it will not
modify or alter the LRSI Software.

9. ADDENDUM. Exhibit "B" Attached hereto and made a part hereof, describes
additional terms and conditions that the parties have agreed to.

10. INITIAL LICENSEE FEE. The initial license fee for the license to use the
LRSI Software granted Licensee in this Agreement is [confidential treatment has
been requested for omitted information] which shall be payable as outlined in
Exhibit C (Projected Schedule of Deliverables and Payments) attached hereto and
made a pert hereof. Such individual payment amounts, when aggregated, are
directly related to the following events:

      [confidential treatment has been requested for omitted information]


The specific breakdown of payments by deliverable and the timing of those
payments for each of the above segments (b,c,d,e) is outlined in Exhibit C,
Sections 10(a) through 10(f).

In addition to the initial License Fee component there may be additional License
Fee components that will be paid by Licensee to LRSI. Such additional License
Fee components are defined in Exhibit F attached hereto and made a part hereof.

11. OWNERSHIP. Title to, ownership of, and all proprietary rights in the LRSI
Software, in the Documentation, and in any and all other Preliminary Design
Document(s), Detailed Design Documents, Programming, related written or machine
readable materials, and other development work related to the LRSI Software,
whether or not incorporated into the LRSI Software, is reserved to and shall
remain with LRSI. Licensee shall have no right or interest therein except
pursuant to the license granted pursuant to this Agreement, whether or not
Licensee or any of its employees or agents contributed to the conception or
development thereof or paid LRSI for its services in connection therewith.
Licensee shall, from time to time, take any further action and execute and
deliver to LRSI any further documents, including documents of assignment or
acknowledgment, which LRSI may reasonably request in establishing and perfecting
LRSI's ownership rights in the LRSI Software and the Documentation, and in any
such other materials and development work.

12. MARKETING SUPPORT BY LICENSEE. The initial license fee for the LRSI
Software, as set forth in Section 10, is also based upon the expectation that
Licensee will provide significant marketing support to LRSI for a period of five
(5) years after the Final Payment Date. Such support shall include, as
reasonably requested by LRSI during such period, the following obligations of
Licensee:

         (a) Responding helpfully to inquiries from LRSI prospects about the
         LRSI Software.

         (b) Demonstrating and explaining the LRSI Software to LRSI prospects at
         Licensee's principal location. Such demonstrations and explanations
         shall be scheduled by LRSI at times which do not unduly interfere with
         the normal functions of Licensee's daily operations and shall in no
         event occur more frequently than once each month except as Licensee
         agrees otherwise.

13. EXPENSES OF LICENSEE. Licensee shall pay, without any right of reimbursement
from LRSI or from LRSI prospects, all expenses incurred by it in performing its
obligations under Section 6 relating to development support and Section 12
relating to marketing support. Such expenses may include, without limitation,
travel expenses, long distance telephone calls, postage, and personnel expense.

14. REPRESENTATIVES. Each party agrees to designate, in writing, two qualified
persons to act as its representatives in coordinating all activities of such
party under this Agreement, including, in the case of Licensee, the inspections
by Licensee under Section 3 and the support obligations of Licensee under
Section 6 and 12. A party's representative may be changed from time to time by
written notice to the other party. All communications by and to a party's
representative shall be deemed communications by and to such party and shall be
binding upon such party.

Both parties shall designate a person to represent the administrative/technical
considerations and a person to represent the clinical considerations. Written
notice of changes in such representation shall be made in accordance with
Section 27 herein.

15. TECHNICAL SUPPORT AGREEMENT. LRSI and Licensee agree that the Technical
Support Agreement will apply to the LRSI Software developed hereunder, and the
Documentation, commencing at the end of the Acceptance Testing Period. For
purposes of interpreting the Technical Support Agreement as it will apply to the
LRSI Software and Documentation described herein, the parties agree as follows:

         (a) References in the Technical Support Agreement to the "LRSI
         Software" and "Documentation" shall mean the LRSI Software and
         Documentation, respectively, including any error corrections, new
         releases, enhancements, programs, or other materials provided by LRSI
         to Licensee pursuant to the Technical Support Agreement.

         (b) As it applies to the LRSI Software , the term of the Technical
         Support Agreement under Section 3 thereof shall continue (including
         automatic extensions) until the first to occur of the following: (i.)
         the termination of the term under Section 3 or Section 5 of the
         Technical Support Agreement without regard to the LRSI Software, or
         (ii) the date, if any, on which the license of the LRSI Software is
         terminated under this Agreement.

         (c) The references in Sections 1,2,3,5,10 and 12 of the Technical
         Support Agreement to the "Development Agreement" shall mean this
         Agreement.

As a result of the application of the Technical Support Agreement to the LRSI
Software developed in addition to that specified in Exhibit A and C for Phase I
and Phase II, the Fee payable under Section 4 of the Technical Support Agreement
shall increase, commencing with the month in which the Acceptance Testing for
the additional Software ends, by an amount equal to the standard fee which LRSI
in good faith then decides to charge other customers of size comparable to
Licensee for technical support of the additional LRSI Software. Such increase
shall be in addition to any other increases permitted under Section 3 of the
Technical Support Agreement.

This Section 15 constitutes an amendment to the Technical Support Agreement.

16. LIMITED WARRANTY. LRSI represents and warrants that it has the power and
authority to enter into this Agreement and its staff is competent, possessing
the skills and experience necessary to complete the work effort as described in
Exhibits A and C of this Development Agreement. LRSI MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE LRSI SOFTWARE OR THE DOCUMENTATION, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. The remedies provided for in Section 7 are
in lieu of any representations or warranties relating to the LRSI Software or
the Documentation.

17. LIMITATION OF DAMAGES; EXCLUSIONS OF DAMAGES. THE TOTAL LIABILITY OF LRSI
FOR ANY AND ALL CLAIMS IN ANY WAY RELATED TO THIS AGREEMENT, AND ANY PERFORMANCE
OR NONPERFORMANCE BY LRSI HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED TWO TIMES
THE FEES PAID BY LICENSEE TO LRSI PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER,
THAT PRIOR TO THE FINAL PAYMENT DATE, THE TOTAL LIABILITY OF LRSI FOR BREACH OF
THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT SET FORTH IN SECTION 7. This is in
recognition of the actual license fees (direct costs) paid by Licensee to LRSI
as well as a portion of the indirect costs incurred by Licensee. The foregoing
sentence shall not limit any right of Licensee to indemnification under Section
20 herein.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
LRSI BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST
SAVINGS, OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY INCIDENTAL OR SPECIAL
DAMAGES, EVEN IF LRSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR
ANY CLAIM BY LICENSEE BASED UPON ANY CLAIM BY ANY OTHER PARTY AGAINST LICENSEE,
EXCEPT AS PROVIDED IN SECTION 20 HEREIN ENTITLED "PATENT AND COPYRIGHT
INFRINGEMENT."

It is expressly understood and agreed that in the event any remedy under this
Agreement is determined to have failed of its essential purpose, all limitations
of liability and exclusions of damages set forth herein shall nevertheless
remain in effect.

18. TERMINATION OF LICENSE. The license of the LRSI Software and the
Documentation shall, at the election of LRSI, terminate upon the occurrence of
any of the following events:

         (a) Material default by Licensee in performing any of its obligations
         under this Agreement and failure of Licensee to correct such default
         within 45 calendar days after receipt of written notice thereof from
         LRSI.

         (b) Insolvency of Licensee or the making by Licensee of a general
         assignment for the benefit of its creditors, or the filing by Licensee
         of a voluntary petition in any bankruptcy or insolvency proceeding, or
         the commencement of an involuntary proceeding against Licensee under
         any bankruptcy or insolvency law which proceeding is not terminated
         within 60 calendar days after the commencement thereof.

         (c) Discontinuance by Licensee of use of the LRSI Software for a period
         exceeding six (6) months; provided however that Licensee may reinstate
         this Agreement and the Technical Support Agreement at any time up to
         one (1) year following termination of this Development Agreement
         pursuant to this part (c) and termination of the Technical Support
         Agreement pursuant to Section 5(a) thereof by paying to LRSI all fees
         which would have been owed under the Development Agreement and the
         Technical Support Agreement prior to the date of reinstatement as if
         the previously stated Agreements had never been terminated.

Upon termination of the license, Licensee agrees promptly to return to LRSI the
LRSI Software and the Documentation, including, without limitation, all copies
of object code for the LRSI Software and copies of all other machine readable,
printed, and tangible materials related thereto. LRSI agrees, upon such
termination, to cooperate with the alternate vendor selected by Licensee in
providing record layouts, data file definitions, test tapes, and the electronic
conversion of all data files and the detail history database. Licensee agrees to
pay LRSI a reasonable fee for such services.

LRSI also agrees that should such termination occur, Licensee has the right to
make a copy of the LRSI Programs and use them at a location other than the
Defined Computer Site for the sole purpose of deconverting from LRSI and
converting to an alternate vendor. Such right of use at a location other than
the Defined Computer Site shall be granted for a maximum of ninety (90) days.
During such time, Licensee shall be obligated to abide by the terms and
conditions of this Development Agreement and the Technical Support Agreement.

19. PROTECTION OF PROPRIETARY RIGHTS. Licensee recognizes and agrees that the
LRSI Software and the Documentation: (a) are considered and will be considered
by LRSI to be trade secrets, (b) are and will be furnished to Licensee in
confidence, and (c) contain and will contain proprietary and confidential
information of LRSI. The placement of a copyright notice on any portion of the
LRSI Software or Documentation will not be construed to mean that such portion
has been published and will not derogate from any claim that such portion is a
trade secret or contains proprietary and confidential information. Licensee
agrees to hold the LRSI Software and Documentation in confidence and to take all
reasonable precautions to safeguard the confidentiality thereof. Licensee shall
not print, copy, or duplicate any portion of the LRSI Software or Documentation,
in whole or in part, except that Licensee may make a copy of any machine
readable portion of the LRSI Software for normal security backup purposes and
may make a reasonable number of copies of the Documentation for its own internal
use. Licensee shall keep all copyright notices and proprietary legends on the
LRSI Software and Documentation and all copies thereof.

Licensee will not provide or otherwise make available any portion of the LRSI
Software or Documentation in any form without LRSI's prior written consent
except to Licensee's employees or agents during the period they are at the
Defined Computer Site, and then only for the purposes specifically related to
Licensee's authorized use of the LRSI Software. Licensee will take appropriate
action by instruction and agreement with any persons permitted access to any
portion of the LRSI Software or Documentation to inform them of the trade
secret, proprietary, and confidential nature of the LRSI Software and
Documentation and to obtain their compliance with the terms of this Section.
Licensee will be liable for noncompliance by agents to the same extent as it
would be liable for noncompliance by its employees.

Licensee will insure, prior to disposing of any media, that any materials
relating to the LRSI Software or Documentation have been erased or otherwise
destroyed.

The provisions of this section shall survive any termination of this Agreement
or the license granted herein. Notwithstanding anything in this Section to the
contrary, Licensee shall have no obligation of confidentiality with respect to
any portion of the LRSI Software or the Documentation which is in or becomes
part of the public domain, and Licensee shall not be in breach of its
confidentiality obligations to the extent it is required to disclose any portion
of the LRSI Software or the Documentation pursuant to any final order of a court
of competent jurisdiction as long as Licensee has furnished LRSI notice of any
petition for such an order and of any such order prior to disclosure.

20. PATENT AND COPYRIGHT INFRINGEMENT. LRSI will, at its expense, defend
Licensee against any claim made against Licensee within two years after the
Final Payment Date, or within any longer period of time during which LRSI
provides monthly support services to Licensee pursuant to the Technical Support
Agreement between the parties, in which claim it is alleged that the LRSI
Software, as furnished to Licensee pursuant to this Agreement and as used within
the scope of the license granted hereunder, infringe a valid U.S. patent,
copyright, or trade secret belonging to any third party, and LRSI will pay all
costs, damages, and attorney's fees that a court finally awards against Licensee
as a result of such claim provided that:

         (a) Licensee promptly notifies LRSI in writing of any such claim, and

         (b) Licensee allows LRSI to control, and fully cooperates with LRSI in
         the defense of any such claim and all related settlement negotiations.

If such a claim of infringement has occurred, or in LRSI's judgment is likely to
occur, Licensee agrees to allow LRSI, at LRSI's option and expense, to procure
the right for Licensee to continue using the LRSI Software or to replace or
modify it so that it becomes non-infringing. If none of the foregoing
alternatives are available on terms which are reasonable in LRSI's judgment,
then LRSI shall have the right to terminate the license of the potentially
infringing LRSI Software upon 90 calendar days prior written notice to Licensee,
in which event LRSI shall refund to Licensee two times the amount by which the
license fee set forth in Section 10 exceeds the product of one-sixtieth of such
license fee multiplied by the number of months between the Final Payment Date
and the date of termination of the license pursuant to this Section 20.

         This Section states LRSI's entire obligation to Licensee regarding
infringement or the like.

21. LRSI DATABASE. For purposes of this Agreement, "Licensed Data" means the
medical data, patient data, financial data or other data or information of any
kind, that is related to respiratory health care, developed or owned or procured
by Licensee and is not in the public domain; and "LRSI Database" means the
database compiled by LRSI that includes the Licensed Data received from Licensee
and comparable data that LifeRate obtains from other customers.

     (a) OWNERSHIP OF LICENSED DATA. LRSI hereby acknowledges that Licensee
     owns, and, as between LRSI and Licensee, shall at all times continue to own
     all Licensed Data and any copyrights or other intellectual property rights
     associated with the Licensed Data, subject to the license granted pursuant
     to Section 21(c). LRSI shall not sell, disclose, publish, reveal or use in
     any way, directly or indirectly, the Licensed Data, except to the extent
     permitted by the license granted to LRSI pursuant to Section 21(c).

     (b) OWNERSHIP OF LRSI DATABASE. Licensee hereby acknowledges that LRSI owns
     exclusively all rights, title and interest in and to the LRSI Database, and
     that the rights and interests of Licensee are limited to those specifically
     granted in Section 8.

     (c) LICENSE. Licensee hereby grants to LRSI a fully paid, transferable,
     non-exclusive, perpetual license to use the Licensed Data in connection
     with the development, installation and operation of LRSI Software, as
     provided in this Agreement, and to include the Licensed Data in the LRSI
     Database and any database developed, maintained and used by LRSI in
     compiling, analyzing and reporting aggregate patient data. Such Licensed
     Data shall be processed by Licensee, prior to the data's being transferred
     from Licensee's site, in a manner that prevents such data from being
     tracked to identifiable patients or physician providers. Upon the request
     of Licensee, the algorithm to be used by LRSI to strip the confidential
     components shall be demonstrated to Licensee in advance of any data
     transfer. LRSI shall have the right to grant to third parties licenses and
     rights to subscribe to and participate in the LRSI Database. The perpetual
     license granted pursuant to this Section 21(c) shall survive any
     termination of this Agreement and shall continue perpetually after any
     termination of this Agreement.

     (d) LIMITATIONS ON USE OF LRSI DATABASE. Licensee shall not utilize the
     LRSI Database for any direct or indirect commercial benefit of any person
     or entity, or any health care provider in which Licensee participates or
     with whom Licensee affiliates in the provision of health care services,
     other than Licensee. Licensee shall not utilize or permit its affiliates,
     and the utilization of the LRSI Database for the direct or indirect benefit
     of any developer, manufacturer or marketer of medical devices other than
     Medtronic, Inc.

     (e) LRSI DATABASE EXCEPTION. Notwithstanding any other provision of this
     Agreement, LRSI shall have the limited right to retain, assemble and
     display data and summary utilization, patient outcome and cost data
     included in any LRSI Database made available to LRSI by Licensee in
     connection with any LRSI Database in accordance with Section 21(c). Such
     use of data shall not constitute a breach of Section 26 of this Agreement.

22. CURRENT PROCEDURAL TERMINOLOGY. For purposes of this Agreement, "CPT" means
the Physicians' Current Procedural Terminology, Fourth Edition, as contained in
CPT-1996, Copyright 1995 American Medical Association (the "AMA"), a coding
system of nomenclature and five-digit codes for reporting physicians services,
licensed to LifeRate by the AMA.

     (a) CPT is included in the LRSI Software pursuant to a license agreement
     entered into between LRSI and the American Medical Association ("AMA"). The
     provision of an updated version of the CPT in the LRSI Software is
     dependent upon the continuation of such license agreement between LRSI and
     the AMA.

     (b) Licensee is granted hereunder no right to use and is prohibited from
     using CPT or information therein in any public computer-based information
     system or public electronic bulletin board, including the Internet.
     Licensee is also prohibited from publishing, translating and transferring
     possession of the LRSI Software or a copy or portion thereof. Further,
     Licensee is prohibited from creating derivative works based upon CPT and
     selling, leasing or licensing CPT or otherwise making the LRSI Software or
     any portion thereof available to any unauthorized party.

     (c) CPT is copyrighted by the AMA, and Licensee shall place on all
     permitted backup or archival copies of the LRSI Software notices of the
     proprietary rights and copyright of the AMA in and to the CPT. Licensee
     shall ensure that anyone who is authorized access to the LRSI Software
     complies with the terms and provisions of this Section 22.

     (d) LRSI and the AMA disclaim any and all liability, including liability
     for the sequence, accuracy and completeness of data, contained in CPT; and
     disclaim responsibility for any consequences attributable to or related to
     any use, non-use or interpretation of information contained in or not
     contained in CPT.

     (e) LRSI AND AMA PROVIDE NO WARRANTY THAT THE DATA CONTAINED IN CPT WILL
     MEET LICENSEE'S REQUIREMENTS, OR THAT THE USE OF THE LRSI SOFTWARE WILL BE
     UNINTERRUPTED OR WITHOUT ERROR.

     (f) In no event shall LRSI or AMA be liable for any special, incidental,
     indirect and/or any consequential damages, including lost profits arising
     under this Section 22. Except as otherwise provided in Sections 7 and 17 of
     this Agreement with respect to LRSI, the entire liability and warranty by
     LRSI and AMA with respect to the LRSI Software and CPT shall be to use
     reasonable efforts of LRSI to correct a defect or furnish a replacement of
     the LRSI Software and CPT within a reasonable, agreed upon period of time.

     (g) This product (i.e., the LRSI Software) includes CPT which is commercial
     technical data and/or computer data bases and/or commercial computer
     software and/or commercial computer software documentation, as applicable
     which were developed exclusively at private expense by the American Medical
     Association, 515 North State Street, Chicago, Illinois 60610. U.S.
     Government rights to use, modify, reproduce, release, perform, display or
     disclose these technical data and/or computer data bases and/or computer
     software and/or computer software documentation are subject to the limited
     rights restrictions of DFARS 252.227.7015(b)(2) (June 1995) and/or subject
     to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS
     227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense
     procurements and the limited rights restrictions of FAR 52.227-14 (June
     1987) and/or subject to the restricted rights provisions of FAR 52.227-14
     (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any
     applicable agency FAR Supplements, for non-Department of Defense Federal
     procurements.

23. TAXES. Licensee agrees to pay when due (or reimburse LRSI for) all Colorado
sales, use, transaction, and other taxes, including penalties and interest,
which LRSI is at any time obligated to pay to or to collect from the State of
Colorado in connection with this Agreement, including the license of the LRSI
Software and the other transactions contemplated by this Agreement, except any
taxes based on LRSI's net income. Any delay by LRSI in collecting any such tax
shall in no way release Licensee of its obligation to pay or reimburse LRSI
therefor.

24. THIRD PARTY CLAIMS. Licensee agrees to indemnify and hold LRSI harmless from
any and all claims, (including those arising from, or associated with the FDA)
losses, and damages Licensee, or any Affiliate, or any other person or entity
who may be affected by Licensee's use of the LRSI Software, except for claims in
which it is alleged that the LRSI Software or Documentation infringe a valid
U.S. patent, copyright, or trade secret belonging to any third party.

25. DELAY IN PERFORMANCE. LRSI shall not be responsible for any failure to
perform due to causes beyond LRSI's control, including, but not limited to,
labor disputes, strikes, acts of God, fire, storm, water, delays in
transportation, communication line failure, and governmental actions. Any delay
beyond LRSI's control shall be excused and the period of performance extended as
may be necessary to enable LRSI to perform after the cause of delay has been
removed.

26. CONFIDENTIAL INFORMATION OF LICENSEE. LRSI shall use the same standard of
care to preserve the confidentiality of all financial, patient, and other
clearly designated confidential information of Licensee as LRSI uses with
respect to its own materials of a confidential nature and with respect to the
confidential material of other licensees of its data processing programs.

27. NOTICES. All notices given under this Agreement shall be in writing and
shall be given by personal delivery, United States mail, or United States
Express Mail, or other established express delivery service (such as Federal
Express), postage or delivery charge prepaid, addressed to the parties as
follows:

LRSI:

         LifeRate Systems, Inc.
         7210 Metro Blvd.
         Minneapolis, MN.  55439-2128


LICENSEE:

           National Jewish Center for
           Immunology and Respiratory
           1400 Jackson Street
           Denver, CO 80206

Notice shall be considered received on the date of actual receipt, in the event
of personal delivery, or on the date of first attempted delivery, in the event
of United States mail or United States Express Mail or other established express
delivery service. Either party, upon notice to the other, may change the address
for future notices, as long as the changed address is one to which notices may
be delivered in the manner contemplated by this Section.

28. GOVERNING LAW; LIMITATION ON ACTIONS. This Agreement is entered into in the
State of Minnesota and in all respects shall be construed, interpreted, and
governed by the laws of the State of Minnesota, without regard to conflicts of
law principles. No claim or action arising out of this Agreement may be asserted
by either party more than two years after the cause of action has arisen.

29. ENTIRE AGREEMENT; INTERPRETATION; MODIFICATION. This Agreement, the
Technical Support Agreement, and their Exhibits, which exhibits are part of this
Agreement, set forth the entire Agreement and understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements, written
or oral, between the parties. The provisions of this Agreement shall be
construed as a whole and not strictly for or against either party. The section
headings in this Agreement are included only for purposes of convenient
reference, and they shall not affect the interpretation of this Agreement. This
Agreement may not be amended or modified except by a written instrument signed
by both parties.

30. LATE PAYMENTS. If any payment owed by Licensee to LRSI is not paid when due,
LRSI, at its option, may charge Licensee interest on such past due amount at the
prime rate as published in the Wall Street Journal on the first of each month.

31. EFFECT OR INVALID OR UNENFORCEABLE PROVISION. This Agreement, to the extent
possible, shall be construed so as to give validity to all the provisions
hereof. Any provision of this Agreement found to be invalid or unenforceable
shall not affect the validity or enforceability of any other provision of this
Agreement, and each provision of this Agreement shall be enforced to the fullest
extent permitted by applicable law.

32. ACCEPTANCE BY LRSI. This Agreement shall not be effective until accepted by
LRSI and signed by one of its officers at its principal offices in Minneapolis,
Minnesota , and a copy of this Agreement so accepted has been delivered or
mailed by LRSI to Licensee.

33. ARBITRATION. If a dispute under this Agreement cannot be resolved by the
parties, such dispute shall be submitted to binding arbitration except that any
dispute under Sections 11, 19, and 24 need not be submitted to arbitration It is
the intent of the parties that the arbitration be structured in such a way as to
minimize costs and delay. The arbitration shall be conducted pursuant to the
rules of commercial arbitration of the American Arbitration Association (AAA),
with the following stipulations or exceptions.

   (a)   The arbitration hearing shall be held before a single arbitrator if
         LRSI and Licensee agree upon a single arbitrator. If LRSI and Licensee
         cannot agree upon a single arbitrator, then each shall select an
         arbitrator, and those arbitrators shall select a third arbitrator. If
         they are unable to agree upon a third arbitrator within 15 calendar
         days, the third arbitrator shall be selected as provided in the AAA
         rules. Each arbitrator shall have knowledge of healthcare electronic
         data processing practices.

   (b)   The arbitration decision shall be  rendered not later than thirty (30)
         calendar days after the final day of the hearing and shall be
         judicially enforceable, non-appealable and binding.

   (c)   Summaries of any expert testimony, along with copies of all documents
         to be submitted as exhibits, shall be exchanged as least ten (10)
         calendar days before arbitration under procedures set up by the
         arbitrator(s).

   (d)   Except as otherwise specified herein, there shall be no discovery or
         dispositive motion practice except as may be permitted by the
         arbitrator(s), who may authorize only such discovery as is shown to be
         necessary to insure a fair hearing.

   (e)   Arbitration costs, arbitrators' fees, and attorneys' fees and costs
         shall be allocated between the parties by the arbitrator(s).

   (f)   The arbitration shall occur in Chicago, Illinois.

   (g)   In no event may the arbitrator(s) award punitive damages.

34. BINDING EFFECT. Subject to the other provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.


         IN WITNESS WHEREOF, the parties have executed this Agreement.


LifeRate Systems, Inc. (LRSI)

By: /s/ William W. Chorske

Its: President & CEO


LICENSEE:
National Jewish Center


By: /s/ Lynn Taussig


Its: President & CEO
        12/31/96


12/23/96


                                    EXHIBIT A
             GENERAL OVERVIEW OF LIFERATE SYSTEMS, INC. DELIVERABLES

INTRODUCTION:

It is important that our development customers be involved with the entire
design process. They provide "ease of use" functionality, clinical data
elements, guidelines and application navigation insight during the design phase.
When a prototype is available, these same individuals are requested to
extensively exercise the software. This gives LRSI invaluable guidance and
validation that the designed and programmed applications perform those
features/functions as intended for the general marketplace.

The LRSI software design and development project methodology includes, but is
not limited to: Preliminary Design Documentation, Detail Design Documentation,
Prototyping, Programming, Clinical Validation, Release to development customers
and general release.

LRSI has divided the development work effort into several phases. The following
outlines the first two phases of what is to be developed.

PHASE I
This phase of the work effort between LRSI and National Jewish Center for
Immunology and Respiratory Medicine (NJC) is an integration of existing data
from current NJC applications and the creation of a master patient index (MPI).

Integration combines data from various NJC information sources into LRSI's
patient centric data repository. A provider centric view is also possible with
the LRSI data structure. Integration introduces additional structure to existing
patient data sources and enhances the value of that data by improving capacity
and the ability to access and manage that data.

Integration is a four step process of combining information from disparate NJC
electronic systems into a single data repository.

      [confidential treatment has been requested for omitted information]


EXHIBIT C presents, in detail, the process LRSI will use to successfully
complete Phase I.

PHASE II
This phase encompasses the design and development of clinical screens for point
of care data capture and the associated database components to facilitate data
entry at the point of care for:

               * Pulmonology
               * Infectious Diseases
               * Immunology
               * Rheumatology
               * Allergy and Asthma

LRSI will assign a Product Line Manager to work with the Clinicians appointed by
NJC as Clinical Advisors to develop a preliminary design document. The
preliminary design document will give general information concerning screen
formats, necessary data elements, design analysis and security for the point of
care data capture screens. A preliminary design document will be developed for
each medical specialty listed above. An example of an LRSI preliminary and
detail design document is attached for Licensee's reference

NJC will assign a clinical advisor for each specialty and a clinical
administrator to ensure consensus among advisors.

EXHIBIT C presents, in detail, the steps LRSI will follow to successfully
complete Phase II.

ENVIRONMENT

The LifeRate System operates in a Client-Server environment with the Client and
Server communicating via industry standard protocols, i.e; TCP/IP, IPX/SPX or
NetBeui over industry standard physical networks, i.e.; Ethernet, Token Ring or
industry standard WAN, i.e.; ISDN, T1, ATM. The minimum requirements for the
server are an Intel Pentium(C) 120 MHz microprocessor, 32 MB of RAM and 4 GB of
Hard Drive space. An appropriate tape backup system is recommended but is not
required for proper functionality of the LifeRate software. The server
environment is Microsoft Windows NT(C) 3.51 or better with Microsoft SQL
Server(C) 6.0 or better.

The client environment is an Intel Pentium(C) 100 MHz with 16 MB of RAM and
sufficient free space on the hard drive to install the LifeRate application
(currently ca. 15 MB). The client environment must be running one of Microsoft
Windows 3.11(C), Windows 95(C), or Windows NT 3.51 Workstation.


                                    EXHIBIT B
                 ADDENDUM TO THE SOFTWARE DEVELOPMENT AGREEMENT

This addendum is made and entered into this 18th day of December , 1996, between
LifeRate Systems, Inc. (LRSI), a Minnesota Corporation, and National Jewish
Center for Immunology and Respiratory Medicine (The Licensee), in conjunction
with the execution of the Technical Support Agreement between the parties on
this same date.

          a.)     LRSI acknowledges that Licensee needs evidence of an agreement
                  between LRSI and National Asthma and Allergy System (NAAS)
                  confirming LRSI's sole ownership of all LRSI software source
                  code.

          b.)     [confidential treatment has been requested for omitted
                  information]

          c.)     LRSI and Licensee agree to designate and identify staff that
                  are qualified to perform the tasks associated with this
                  Development Agreement. Both parties understand the importance
                  of maintaining staffing continuity throughout the development
                  project lifecycle. Section 14 of this Development Agreement
                  specifies that each party shall designate two such
                  representatives, one each for the administrative/technical
                  considerations and another for the clinical considerations.

          d.)     The initial license fee due as defined in Section 10 of the
                  attached Development Agreement and the payment schedule as
                  shown on Exhibit "C" of the Development Agreement, is paid by
                  Licensee to LRSI for the development of LRSI Software
                  Programs. LRSI understands that such License Fees paid by
                  Licensee are to be used for such software development. It is
                  LRSI's intent to use all license fees paid by Licensee for the
                  sole purpose of supporting the software being developed.

          e.)     LRSI understands that Licensee expects LRSI to use the license
                  fees received from Licensee and any other source of funds
                  (i.e. cash reserves) required to support this development
                  project effort to successful completion. In the event LRSI is
                  in default under the terms of the Development Agreement and
                  the default remains uncured for more than six (6) months,
                  resulting in the development effort not being completed in
                  accordance with the preliminary and detail design documents,
                  then it will use its best efforts to assist Licensee as
                  follows:

                           * As requested by Licensee, LRSI will use its best
                           efforts to transfer the work product completed to
                           date (including all source code) to a Licensee
                           internal staff selected by Licensee or any other
                           organization or group of individuals selected by
                           Licensee, or

                           * Provide Licensee with all work effort completed to
                           date. This includes all design documents, work
                           materials, programming effort, screens, logic, source
                           code, documentation, and all other information
                           associated with this development project.

          e.)     With respect to the significant work effort associated with
                  this development project, both parties recognize and
                  understand the extensive amount of time required to achieve
                  the desired results. Each party understands the amount of time
                  (with travel and overnights) that is required to be at each
                  others main location. During the duration of the project both
                  parties agree to provide administrative/ clerical support and
                  office space to each others employees and representatives.

          f.)     LRSI agrees to have Mr. William W. Chorske, current LifeRate
                  CEO, remain active with this development project through
                  December 1998, or the projects completion, whichever first
                  occurs. Mr. Chorske's participation will be as CEO of LRSI or
                  as an active Board Member, attending and participating in the
                  quarterly executive level status meetings conducted by the
                  respective project team leaders. Any time after December 31,
                  1997, LRSI may nominate and request a replacement for Mr.
                  Chorske, which request shall require Licensee's approval, and
                  which approval shall not be unreasonably withheld.

         g.)      [confidential treatment has been requested for omitted
                  information]

         h.)      LRSI will use reasonable efforts to:

                  * Design and develop clinical data capture screens in a manner
                  that allows for a certain level of user definable formatting
                  of defined data fields and the addition of previously defined
                  data elements without LRSI programming intervention. Such
                  clinical data capture screens will facilitate the placement of
                  fixed and variable data elements.

                  * Design and develop the clinical data capture screens and
                  associated software navigation so a level of screen flow
                  (sequence) can be user definable.

                  * Research and identify, during the initial design process,
                  alternate methods of data capture (i.e. light pen, pen pad,
                  voice recognition) to minimize the time and effort required to
                  enter clinical, financial, and administrative data into the
                  LRSI Software Programs as used by Licensee.

         i.)      Within Section 8 of the Development Agreement, it is
                  understood that Licensee may need to relocate the initial
                  Defined Computer Site from time to time, provided, however,
                  that LRSI approves such relocation in writing, which approval
                  shall not be unreasonably withheld. In addition, LRSI grants
                  approval for Licensee to maintain one copy of the LRSI
                  Software Programs and Documentation at a Disaster Recovery
                  Site which is an alternate location to the Defined Computer
                  Site.

          j.)     For each of the Software deliverables identified in Exhibit C
                  and developed by LRSI, LRSI shall provide initial and
                  follow-up formal classroom training for Licensee users. Such
                  training shall be scheduled at times reasonably convenient to
                  both parties. The fee for this initial and follow-up training,
                  to be conducted at Licensee location, has been included in the
                  initial license fee as quoted in Section 10 of the Development
                  Agreement. Travel and other associated expenses incurred by
                  LRSI as result of such training time, shall be paid by
                  Licensee as outlined in Section 4, second paragraph of the
                  Technical Support Agreement. Initial and follow-up classroom
                  training that is included with the Section 10 license fee is
                  outlined below:

                        *     Initial Training:
                              PHASE I INTERFACES AND MPI MODULE - Two sessions,
                              three days each, to provide Licensee users with
                              the necessary training associated with the
                              effective use of the various interfaces and the
                              MPI module as developed by LRSI. 
                              PHASE II CLINICAL MODULES - Three sessions per
                              clinical module, three days each, to provide
                              Licensee users with the training necessary to
                              effectively use each of the clinical modules as
                              developed by LRSI.

                        *     Follow-up Training - Follow-up training generally
                              occurs 2-4 months after the initial training and
                              will include: 
                              PHASE I INTERFACES AND MPI MODULE - Two sessions,
                              two days each, to provide Licensee users an
                              opportunity to enhance their understanding of the
                              various interfaces, the MPI module, and to resolve
                              their questions/concerns.
                              PHASE II CLINICAL MODULES - Three sessions for
                              each clinical module, two days each, to give users
                              an enhanced understanding of the capabilities of
                              each clinical module as developed by LRSI for
                              Licensee.

          k).     LRSI and Licensee acknowledge that Licensee has and will
                  continue to become involved with collaborative relationships
                  on a local and national basis, that would benefit from having
                  access to the LRSI Software. Such collaborative relationships
                  will not qualify as Affiliates as defined in Exhibit E of this
                  Development Agreement, but will qualify as a formal
                  collaborative relationship if Licensee comprises five (5)
                  percent or more representation of the collaborative
                  relationship. Then Licensee, upon written approval from LRSI,
                  which approval will not be unreasonably withheld, can offer
                  use of the LRSI Software, from its defined computer site, to
                  provide those data processing capabilities defined in Exhibits
                  A and C of this Development Agreement. Such LRSI Software
                  capabilities shall be offered to the qualified collaborative
                  relationships within all the terms and conditions of this
                  Development Agreement. Active patients represented by the
                  collaborative relationships shall be calculated and charged by
                  LRSI to Licensee as defined in Exhibit F.

                  Any collaborative type relationship in which Licensee is an
                  active participant, but is not clearly understood to qualify
                  as an affiliate or a collaborative relationship as defined
                  herein, then Licensee shall submit to LRSI a detailed
                  description of such collaborative relationship, requesting
                  written approval to use the LRSI Software as defined in this
                  Agreement. Such requested approval, upon thorough review by
                  LRSI, shall not be unreasonably withheld. If the requested
                  approval by Licensee is denied by LRSI, then LRSI shall
                  provide Licensee a written response explaining the reasons for
                  such denial.

         l.)      Licensee acknowledges that it will desire to purchase certain
                  consulting services from LRSI to facilitate additional
                  training, retraining, and to generally review the manner in
                  which Licensee is utilizing the LRSI software.

                  Such consulting services shall be provided to Licensee by
                  LRSI, as reasonably requested, and on the terms and conditions
                  agreed to by both parties. LRSI shall charge Licensee its
                  current consulting fee, plus associated travel expenses, for
                  such consulting services.



                                    EXHIBIT C
                     PROJECTED DELIVERABLES AND TIME TABLES


      [confidential treatment has been requested for omitted information]



                                    EXHIBIT D
                             AFFILIATES OF LICENSEE

Licensee has certain "affiliates" that are granted the right to use the license
for LRSI Software Programs as defined in this Development Agreement. For
purposes of this Agreement, an affiliate is defined as:

         (a)  any legal entity that Licensee has 51% or more ownership of, and

         (b)  any legal entity that Licensee has controlling interest other 
              than 51% or more ownership.

Based upon written documentation provided by Licensee to LRSI the following
legal entities qualify as Licensee affiliates.

1)       Name:  ________________________________________________________________

         Address:  _____________________________________________________________

                   _____________________________________________________________

         Type of Controlling Interest:  ________________________________________

         Contact Person:  ______________________________________________________

         Estimated Active Patients:  ___________________________________________

  2)     Name:  ________________________________________________________________

         Address:  _____________________________________________________________

                   _____________________________________________________________

         Type of Controlling Interest:  ________________________________________

         Contact Person:  ______________________________________________________

         Estimated Active Patients:  ___________________________________________

  3)     Name:  ________________________________________________________________

         Address:  _____________________________________________________________

                   _____________________________________________________________

         Type of Controlling Interest:  ________________________________________

         Contact Person:  ______________________________________________________

         Estimated Active Patients:  ___________________________________________


                                    EXHIBIT E
                              DEFINED COMPUTER SITE


                             NATIONAL JEWISH CENTER
                               1400 Jackson Street
                             Denver, Colorado 80206


                                    EXHIBIT F
            INITIAL LICENSE FEE AND ADDITIONAL LICENSE FEE COMPONENTS


      [confidential treatment has been requested for omitted information]