EXHIBIT 10.43

                              CONVERSION AGREEMENT


         THIS CONVERSION AGREEMENT ("Agreement"), is made and entered effective
as of February 17, 1999, among LifeRate Systems, Inc., a Minnesota corporation
(the "Company"), and The Atlanta Cardiology Group, a professional corporation
organized under the laws of the State of Georgia ("ACG").

         A. ACG holds a Convertible Subordinated Note, dated March 28, 1997,
payable by the Company in the principal amount of Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000.00), as amended pursuant to a letter agreement,
dated November 10, 1997 (as amended, the "Note").

         B. The Company has ceased operations and is winding down its business.

         C. ACG is willing to enter into this Agreement in full satisfaction of
the Note so to facilitate the winding down of the Company's business.

         Accordingly, in consideration of the foregoing, the mutual promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. CONVERSION OF NOTE. ACG hereby agrees to convert all outstanding
principal under the Note into 677,710 shares of Common Stock (the "Conversion
Securities") of the Company at a conversion price of $3.32 per share. ACG
acknowledges no interest is due under the Note. The issuance of the Conversion
Securities shall constitute full payment of all amounts due under the Note and
all obligations of the Company thereunder. Promptly after execution of this
Agreement, ACG shall surrender the original Note to the Company, and the Company
shall instruct its transfer agent and registrar to issue to ACG a stock
certificate representing 677,710 shares of Common Stock. The covenants contained
in Section 8 of the Note are hereby terminated.

         2. REPRESENTATIONS AND WARRANTIES OF ACG. ACG represents and warrants
to the Company as follows:

                  (a) The Conversion Securities are being acquired for
         investment for ACG's own account and not with the view to, or for
         resale in connection with, any distribution or public offering thereof.
         ACG understands that the Conversion Securities have not been registered
         under the Securities Act of 1933, as amended (the "Securities Act"), or
         any state securities laws by reason of their contemplated issuance in
         transactions exempt from the registration requirements of the
         Securities Act and applicable state securities laws and that the
         reliance of the Company and others upon these exemptions is predicated
         in part upon this representation by ACG. ACG further understands that
         the Conversion Securities may not be transferred or resold without
         registration under the Securities Act and any applicable state
         securities laws, or an exemption from the requirements of the
         Securities Act and applicable state securities laws.

                  (b) ACG's principal office is at 5665 Peachtree, Dunwoody
         Road, N.E., Atlanta, Georgia 30342. ACG qualifies as an "accredited
         investor," as defined in Rule 501 of Regulation D under the Securities
         Act. ACG acknowledges that the Company has made available to ACG at a
         reasonable time prior to the execution of this Agreement the
         opportunity to ask questions and receive answers concerning the
         business, operations and financial condition of the Company and the
         terms and conditions of the issuance of securities contemplated by this
         Agreement and to obtain any additional information (which the Company
         possesses or can acquire without unreasonable effort or expense) as may
         be necessary to verify the accuracy of information furnished to ACG.
         ACG is able to bear the loss of its entire investment in the Conversion
         Securities without any material adverse affect on its business,
         operations or prospects, and has such knowledge and experience of
         financial and business matters that it is capable of evaluating the
         merits and risks of the investment to be made by it pursuant to this
         Agreement.



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                  (c) This Agreement has been duly authorized by all necessary
         action on the part of ACG, has been duly executed and delivered by ACG
         and is a valid and binding agreement of ACG.

         3. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights and obligations of the
parties hereunder shall be assigned (whether voluntarily, involuntarily, by
operation of law or otherwise), in whole or in part, by any party without the
prior written consent of each other party, and neither this Agreement nor any
provision hereof may be amended, modified, waived or discharged without the
written consent of the party against whom enforcement of such amendment,
modification, waiver or discharge is sought.

         4.       MISCELLANEOUS.

                  (a) This Agreement embodies the entire agreement and
         understanding of the parties relative to the subject matter hereof and
         supersedes any and all other agreements and understanding, whether
         written or oral, relative to the matters discussed herein.

                  (b) This Agreement shall be construed and enforced in
         accordance with the laws of the State of Minnesota.

                  (c) This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one in the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.


                                        LIFERATE SYSTEMS, INC.


                                        By /s/  F.G. Hamilton
                                           -------------------------------------
                                           F.G. Hamilton

                                        Its Acting CEO


                                        THE ATLANTA CARDIOLOGY GROUP, P.C.


                                        By /s/  Dr. William Knopf   
                                           -------------------------------------
                                           Dr. William Knopf

                                        Its President



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