AGREEMENT


         This Agreement is entered into as of this 28th day of March, 1997, by
and between LifeRate Systems, Inc., a corporation organized under the laws of
the State of Minnesota (the "Company") and The Atlanta Cardiology Group, P.C., a
professional corporation organized under the laws of the State of Georgia
("ACG").

                                    RECITALS:

         The Company and ACG are parties to a certain Letter of Agreement (the
"Letter Agreement") dated September 28, 1994 relating to the development,
production and implementation of certain practice guidelines and clinical
outcomes systems for cardiology (all such guidelines, products and systems
developed or being developed under the Letter Agreement being herein called
"Letter Agreement Products and Systems").

         The Company and ACG desire to terminate the Letter Agreement in its
entirety and replace it with a new agreement as provided herein.

         In connection with the termination of the Letter Agreement, the Company
has agreed to issue, and ACG have agreed to acquire, on the terms and conditions
set forth herein, a Convertible Subordinated Note in the principal amount of
$2,250,000 U.S., in the form attached as Exhibit A (the "Note"), which Note also
provides, among other things, that $2,000,000 of the principal amount thereof is
convertible into shares of the Company's Common Stock, in which event the
remaining $250,000, together with accrued interest, shall be payable at
maturity.

                                   AGREEMENT:

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

1.       Agreement To Issue And Acquire Note; Termination Of Letter Agreement;
         Mutual Release.

         1.1.     Issuance of Note. Subject to the terms and conditions hereof,
                  at the Closing (as defined below), and in consideration for
                  the termination of the Letter Agreement and the execution of
                  the Mutual Release (referred to below), the Company hereby
                  agrees to issue to ACG, and ACG agrees to acquire from the
                  Company, the Note.

         1.2.     Termination of Letter Agreement. Subject to the terms and
                  conditions hereof, at the Closing, the Letter Agreement shall
                  terminate in all respects and neither ACG nor the Company
                  shall have any responsibility, liability or obligation to each
                  other in respect of the Letter Agreement.

         1.3.     Mutual Release. Subject to the terms and conditions hereof, at
                  the Closing, the parties hereto will each execute the Mutual
                  Release in the form attached as Exhibit B.

 2.      Closing.

         2.1.     Closing Dates. 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 a.m., Minneapolis time, on or about
                  March 26, 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 ACG 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, ACG or the Company, as the case may be. The date
                  and time on which the Closing occurs is referred to as the
                  "Closing Date."

         2.2.     Delivery of Note. At the Closing, the Company will deliver the
                  Note to ACG. The Note shall be dated and shall accrue interest
                  on the original principal amount commencing on the Closing
                  Date.

3.       Representations And Warranties By The Company.

         The Company hereby represents and warrants to ACG the following as of
         the Closing Date, except as disclosed in the Schedules attached hereto
         in reasonable detail:

         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 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 power and authority to execute this Agreement and to
                  issue the Note and the shares issuable on conversion of the
                  Note (the "Conversion Shares") and to perform its obligations
                  under this Agreement and the Note.

         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 ACG prior
                  to the execution of this Agreement, are true and complete
                  copies of the duly and legally adopted Charter Documents in
                  effect.

         3.3.     Valid Issuance. The Note, when issued pursuant to the terms of
                  this Agreement, will be duly authorized, validly issued and
                  enforceable in accordance with its terms and the terms of this
                  Agreement, 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 Conversion Shares have been reserved for
                  issuance and, when issued upon the conversion of the Note,
                  will be duly authorized, validly issued and outstanding, fully
                  paid, nonassessable and free and clear of all pledges, liens
                  and encumbrances.

         3.4.     Securities Laws. Based in part upon the representations of ACG
                  in Section 4, no consent, authorization, approval, permit or
                  order of or filing with any governmental or regulatory
                  authority is required under current laws and regulations in
                  connection with the execution and delivery of this Agreement
                  or the offer, issuance, sale or delivery of the Note, other
                  than the filing of a Form D pursuant to Regulation D under the
                  Securities Act of 1933, as amended (the "Securities Act"), and
                  the qualification thereof, if required, under applicable state
                  securities laws which qualification has been or will be
                  effected as a condition of this sale. Under the circumstances
                  contemplated by this Agreement, the offer, issuance, sale and
                  delivery of the Note will not, under current laws and
                  regulations, require compliance with the prospectus delivery
                  or registration requirements of the Securities Act.

         3.5.     Capital Stock.

                  (a)      The authorized capital stock of the Company as of the
                           date hereof is contained 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 Note and the Conversion Shares do 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.

         3.6.     Corporate Acts and Proceedings. This Agreement has been duly
                  authorized by all necessary corporate action on behalf of the
                  Company, has been duly executed and delivered by authorized
                  officers of the Company, is a valid and binding agreement on
                  the part of the Company and is enforceable against the Company
                  in accordance with its 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. All corporate actions necessary to
                  the authorization, creation, issuance and delivery of the Note
                  and the Conversion Shares and reservation of the Conversion
                  Shares contemplated hereunder has been taken by the Company,
                  or will be taken by the Company on or prior to the Closing.

4.       Representations and Agreements of ACG.

         ACG hereby severally represents, warrants to, and agrees with, the
Company that:

         4.1.     Investment Intent. ACG is purchasing the Note for investment
                  for such its own account and not with the view to, or for
                  resale in connection with, any distribution or public offering
                  thereof. ACG has no current plan or intention to engage in a
                  sale, exchange, transfer, distribution, redemption, reduction
                  in any way of ACG's risk of ownership by short sale or
                  otherwise, or other disposition, directly or indirectly of the
                  Note pursuant to this Agreement.

         4.2.     Knowledge and Experience. ACG has substantial experience in
                  evaluating and investing in private placement transactions of
                  securities in companies similar to the Company and has the
                  knowledge and experience in financial and business matters
                  such that ACG is capable of evaluating the merits and risks of
                  his investment in the Company and has the capacity to protect
                  his own interests.

         4.3.     Location of Principal Office, Qualification as an Accredited
                  Investor, Etc. The state of domicile of ACG is the state set
                  forth in ACG's address in Sections 12.2. ACG, by execution of
                  this Agreement, hereby represents that it qualifies as an
                  "accredited investor" for purposes of Regulation D promulgated
                  under the Securities Act. ACG can bear the loss of the entire
                  investment in the Note without any material adverse effect on
                  its assets, net worth, business, operations or prospects.

         4.4.     Acts and Proceedings. 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 and enforceable against ACG 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.

         4.5.     Disclosure of Information. 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 terms and conditions of the
                  offering of the Note 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. The foregoing,
                  however, does not limit or modify the representations and
                  warranties of the Company in this Agreement or the right of
                  ACG to rely thereon. ACG acknowledges that in making the
                  decision to invest in the Company, ACG is not relying on any
                  person, firm or company, other than the Company and its
                  officers, employees and/or directors.

         4.6.     Restrictions on Resale; Rule 144. ACG understands that (i)
                  neither the Note nor the Conversion Shares have been
                  registered under the Securities Act or any state securities
                  laws because they are being issued in transactions exempt from
                  such registration requirements, pursuant to Section 4(2) of
                  the Securities Act and applicable state securities laws, and
                  (ii) the reliance of the Company and others upon these
                  exemptions is predicated in part upon this representation by
                  ACG. ACG acknowledges that the Shares must be held
                  indefinitely unless subsequently registered under the
                  Securities Act and any applicable state securities act or
                  unless exemptions from such registration are available. ACG
                  understands that neither the Note nor the Conversion Shares
                  may be transferred or resold without (i) registration under
                  the Securities Act and any applicable state securities laws,
                  or (ii) an exemption from the requirements of the Securities
                  Act and applicable state securities laws. ACG understands that
                  an exemption from such registration is not presently available
                  pursuant to Rule 144 promulgated under the Securities Act by
                  the Securities and Exchange Commission (the "Commission") and
                  that ACG may not sell any securities acquired hereunder
                  pursuant to Rule 144 prior to the expiration of a two-year
                  period (or shorter period, if applicable) after ACG has
                  acquired such securities and in full compliance with all other
                  provisions of Rule 144.

         4.7.     Legend; Stop Transfer. The Note shall bear the following
                  legend:

                  "THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN
                  REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE "ACT"), OR APPLICABLE BLUE SKY LAWS, AND IS SUBJECT TO
                  CERTAIN INVESTMENT REPRESENTATIONS. THIS NOTE MAY NOT BE SOLD,
                  OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION UNDER THE ACT, AND THE APPLICABLE BLUE SKY LAWS
                  OR AN EXEMPTION THEREFROM."

                  The Conversion Shares, if and when issued shall bear a similar
                  legend. In addition, the Company shall make a notation
                  regarding the restrictions on transfer of the Note and
                  Conversion Shares in its books and the Note and Conversion
                  Shares shall be transferred on the books of the Company only
                  if transferred or sold pursuant to an effective registration
                  statement under the Securities Act covering the Note and
                  Conversion Shares or an opinion of counsel satisfactory to the
                  company that such registration is not required.

         4.8.     No Intellectual Property Rights. ACG confirms, acknowledges
                  and agrees that ACG does not own, or claim any ownership or
                  other any right, title or interest in, any intellectual
                  property rights related to the Letter Agreement Products and
                  Systems, 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 ACG's Obligations.

         The obligation of ACG to acquire the Note at the Closing is subject to
         the fulfillment or written waiver by ACG 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
                  ACG a certificate, dated as of each Closing Date, executed by
                  the President and Chief Financial Officer of the Company,
                  certifying to the satisfaction of the conditions specified in
                  Sections 5.1 and 5.2.

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

                  (a)      a copy of resolutions of the Board of Directors
                           authorizing and approving the Note and authorizing
                           and approving the execution, delivery and performance
                           of this Agreement, 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 this
                           Agreement and further certifying that the Charter
                           Documents of the Company delivered to legal counsel
                           for ACG 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 ACG may
                           reasonably request.

         5.5.     Qualification under State Securities Laws. All registrations,
                  qualifications, permits and approvals required under
                  applicable state securities laws for the lawful execution and
                  delivery of this Agreement and the offer, sale, issuance and
                  delivery of the securities to ACG at the closing shall have
                  been obtained or will be obtained in compliance with such
                  laws.

6.       Conditions of the Company's Obligations.

         The obligations of the Company to ACG under this Agreement are subject
         to the fulfillment on or before the Closing of each of the following
         conditions, the waiver of which shall not be effective unless consented
         to in writing by the Company:

         6.1.     Representations and Warranties. The representations and
                  warranties of ACG 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.

         6.2.     Qualification under State Securities Laws. All registrations,
                  qualifications, permits and approvals required under
                  applicable state securities laws for the lawful execution and
                  delivery of this Agreement and the offer, sale, issuance and
                  delivery of the securities to ACG at the Closing shall have
                  been obtained or will be obtained in compliance with such
                  laws.

7.       Affirmative Covenants of the Company.

         While the Note remains outstanding, the Company covenants and agrees as
follows:

         7.1.     Note Covenants. The Company shall comply with the Affirmative
                  Covenants of the Company as set forth in Section 7 of the
                  Note.

         7.2.     Conversion of Note. The Note shall be convertible, at the
                  option of ACG, at the rate and on the other terms and
                  conditions set forth in the Note. All of the Conversion Shares
                  that may be issued, upon issuance, will be fully paid and
                  nonassessable and free from all taxes, liens and charges
                  (except for taxes, if any, upon the income of the holder and
                  applicable transfer taxes) with respect to the issue thereof.
                  The Company further covenants and agrees that the Company will
                  at all times have authorized and reserved a sufficient number
                  of its shares of Common Stock for the purpose of issuance upon
                  the exercise of such conversion privileges.

         7.3.     Designee to Attend Board Meetings. ACG will have the right to
                  appoint a designee to attend all meetings of the Board of
                  Directors of the Company, which designee shall also receive
                  copies of all materials distributed to the Board.

         7.4.   License. The Company will grant ACG a perpetual, royalty-free
                license to use the LifeRate system, including upgrades, as well
                provide ACG with access to the LifeRate's complete database,
                upon mutually agreeable terms to be negotiated within the next
                30 days.

8.       Negative Covenants.

         The Company agrees that while the Note remains outstanding the Company
         will comply with the negative covenant set forth in Section 8 of the
         Note.

9.       Registration Rights.

         9.1.     Required Registration. If, at any time after ACG shall have
                  given notice of conversion to the Company indicating the
                  intent to convert the Note into shares of Common Stock, the
                  Company shall receive a written request from ACG, the Company
                  shall prepare and file a registration statement under the
                  Securities Act as promptly as reasonable possible, covering
                  the number of Conversion Shares which are the subject of such
                  requests and shall use its best efforts to cause such
                  registration statement to become effective. In the event that
                  ACG determines for any reason not to proceed with a
                  registration at any time before the registration statement has
                  been declared effective by the Commission, and such
                  registration statement is withdrawn with respect to the
                  Conversion Shares covered thereby, and ACG agrees to bear its
                  own expenses incurred in connection therewith and to reimburse
                  the Company for the expenses incurred by it attributable to
                  the registration of such Conversion Shares, then ACG shall not
                  be deemed to have exercised a right to require the Company to
                  register Conversion Shares pursuant to this Section at the
                  expense of the Company. If a registration statement filed by
                  the Company at the request of ACG pursuant to this Section is
                  withdrawn at the initiative of the Company, then ACG shall not
                  be deemed to have exercised a right to require the Company to
                  register Conversion Shares pursuant to this Section.

                  The managing underwriter of an offering registered pursuant to
                  this Section shall be selected by ACG and shall be reasonably
                  acceptable to the Company. Without the written consent of ACG,
                  neither the Company nor any other holder of securities of the
                  Company may include securities in such registration if, in the
                  good faith judgment of the managing underwriter of such public
                  offering, the inclusion of such securities would interfere
                  with the successful marketing of the Conversion Shares or
                  require the exclusion of any portion of the Conversion Shares
                  to be registered. Shares to be excluded from an underwritten
                  public offering shall be selected in the manner provided in
                  Section 9.2.

                  The obligation of the Company under this Section 9.1 shall be
                  limited to one registration statement. The Company shall pay
                  the expenses described in Section 9.5 for such registration
                  statement.

                  For purposes of this Section 9, Conversion Shares shall be
                  deemed to include the Common Stock or other securities of the
                  Company issued and outstanding in a stock split or
                  reclassification of or a stock dividend or other distribution
                  on or in substitution or exchange for, or in a merger or
                  consolidation involving the Company or a sale of all or
                  substantially all of the Company's assets in exchange for or
                  otherwise in connection with, the Conversion Shares.

         9.2.     Incidental Registration. Each time the Company shall determine
                  to proceed with the actual preparation and filing of a
                  registration statement under the Securities Act in connection
                  with the proposed offer and sale for money of any of its
                  securities by it or any of its security holders (other than a
                  registration statement on Form S-4, S-8 or other limited
                  purpose form), the Company will give written notice of its
                  determination to ACG. Upon the written request of ACG given
                  within 30 days after receipt of any such notice from the
                  Company, the Company will, except as herein provided, cause
                  all Conversion Shares so requested to be included in such
                  registration statement, all to the extent requisite to permit
                  the sale or other disposition by the prospective seller or
                  sellers of the Conversion Shares to be so registered;
                  provided, however, that nothing herein shall prevent the
                  Company from, at any time, abandoning or delaying any
                  registration. If any registration pursuant to this Section
                  shall be underwritten in whole or in part, the Company may
                  require that the Conversion Shares requested for inclusion
                  pursuant to this Section be included in the underwriting on
                  the same terms and conditions as the securities otherwise
                  being sold through the underwriters. If in the good faith
                  judgment of the managing underwriter of such public offering
                  the inclusion of all of the Conversion Shares originally
                  covered by a request for registration would reduce the number
                  of shares to be offered by the Company or interfere with the
                  successful marketing of the shares of stock offered by the
                  Company, the number of Conversion Shares to be included in the
                  underwritten public offering shall be reduced; first, pro rata
                  among the holders thereof requesting inclusion in such
                  registration who do not have written registration rights, and
                  thereafter, pro rata among those holders who have written
                  registration rights. Those Conversion Shares which are thus
                  excluded from the underwritten public offering shall be
                  withheld from the market by the holders thereof for a period,
                  not to exceed 90 days, which the managing underwriter
                  reasonably determines is necessary in order to effect the
                  underwritten public offering.

         9.3.     Registration Procedures. If and whenever the Company is
                  required by the provisions of Section 9.1 to effect the
                  registration of Conversion Shares under the Securities Act,
                  the Company will:

                  (a)      prepare and file with the Commission a registration
                           statement with respect to such securities, and use
                           its best efforts to cause such registration statement
                           to become and remain effective for such period as may
                           be reasonably necessary to effect the sale of such
                           securities, not to exceed nine months;

                  (b)      prepare and file with the Commission such amendments
                           to such registration statement and supplements to the
                           prospectus contained therein as may be necessary to
                           keep such registration statement effective for such
                           period as may be reasonably necessary to effect the
                           sale of such securities, not to exceed nine months;

                  (c)      furnish to the security holders participating in such
                           registration and to the underwriters of the
                           securities being registered such reasonable number of
                           copies of the registration statement, preliminary
                           prospectus, final prospectus and such other documents
                           as such underwriters may reasonably request in order
                           to facilitate the public offering of such securities;

                  (d)      use its best efforts to register or qualify the
                           securities covered by such registration statement
                           under such state securities or blue sky laws of such
                           jurisdictions as such participating holders may
                           reasonably request within 20 days following the
                           original filing of such registration statement,
                           except that the Company shall not for any purpose be
                           required to execute a general consent to service of
                           process or to qualify to do business as a foreign
                           corporation in any jurisdiction wherein it is not so
                           qualified;

                  (e)      notify the security holders participating in such
                           registration, promptly after it shall receive notice
                           thereof, of the time when such registration statement
                           has become effective or a supplement to any
                           prospectus forming a part of such registration
                           statement has been filed;

                  (f)      notify such holders promptly of any request by the
                           Commission for the amending or supplementing of such
                           registration statement or prospectus or for
                           additional information;

                  (g)      prepare and file with the Commission, promptly upon
                           the request of any such holders, any amendments or
                           supplements to such registration statement or
                           prospectus which, in the opinion of counsel for such
                           holders (and concurred in by counsel for the
                           Company), is required under the Securities Act or the
                           rules and regulations thereunder in connection with
                           the distribution of the conversion shares by such
                           holder;

                  (h)      prepare and promptly file with the Commission and
                           promptly notify such holders of the filing of such
                           amendment or supplement to such registration
                           statement or prospectus as may be necessary to
                           correct any statements or omissions if, at the time
                           when a prospectus relating to such securities is
                           required to be delivered under the Securities Act,
                           any event shall have occurred as the result of which
                           any such prospectus or any other prospectus as then
                           in effect would include an untrue statement of a
                           material fact or omit to state any material fact
                           necessary to make the statements therein, in the
                           light of the circumstances in which they were made,
                           not misleading;

                  (i)      advise such holders, promptly after it shall receive
                           notice or obtain knowledge thereof, if the issuance
                           of any stop order by the Commission suspending the
                           effectiveness of such registration statement or the
                           initiation or threatening of any proceeding for that
                           purpose and promptly use its best efforts to prevent
                           the issuance of any stop order or to obtain its
                           withdrawal if such stop order should be issued; and

                  (j)      not file any amendment or supplement to such
                           registration statement or prospectus to which a
                           majority in interest of such holders shall have
                           reasonably objected on the grounds that such
                           amendment or supplement does not comply in all
                           material respects with the requirements of the
                           Securities Act or the rules and regulations
                           thereunder, after having been furnished with a copy
                           thereof at least two business days prior to the
                           filing thereof, unless in the opinion of counsel for
                           the Company the filing of such amendment or
                           supplement is reasonably necessary to protect the
                           Company form any liabilities under any applicable
                           federal or state law and such filing will not violate
                           applicable law.

         9.4.     Expenses. With respect to a registration statement pursuant to
                  Section 9.1, with the exception of such expenses incurred
                  after the decision by the Company not to proceed, the Company
                  shall bear the following fees, costs and expenses: all
                  registration, filing and NASD fees, printing expenses, fees
                  and disbursements of counsel and accountants for the Company
                  and all legal fees and disbursements and other expenses of
                  complying with state securities or blue sky laws of any
                  jurisdictions in which the securities to be offered are to be
                  registered or qualified. Fees and disbursements of counsel and
                  accountants for the selling security holders, underwriting
                  discounts and commissions and transfer taxes for selling
                  security holders and any other expenses incurred by the
                  selling security holders not expressly included above shall be
                  borne by the selling security holders.

         9.5.     Indemnification.

                  (a)      The Company will indemnify and hold harmless ACG and
                           any underwriter (as defined in the Securities Act)
                           for such holder and each person, if any, who controls
                           such holder or such underwriter within the meaning of
                           the Securities Act, from and against any and all
                           loss, damage, liability, cost and expense to which
                           such holder or any such underwriter or controlling
                           person may become subject under the Securities Act or
                           otherwise, insofar as such losses, damages,
                           liabilities, costs or expenses are caused by any
                           untrue statement or alleged untrue statement of any
                           material fact contained in such registration
                           statement, any prospectus contained therein or any
                           amendment or supplement thereto, or arise out of or
                           are based upon the omission or alleged omission to
                           state therein a material fact required to be stated
                           therein or necessary to make the statements therein,
                           in light of the circumstances in which they were
                           made, not misleading; provided, however, that the
                           Company will not be liable in any such case to the
                           extent that any such loss, damage, liability, cost or
                           expense arises out of or is based upon an untrue
                           statement or alleged untrue statement or omission or
                           alleged omission so made in conformity with written
                           information furnished by such holder or such
                           controlling person in writing specifically for use in
                           the preparation thereof.

                  (b)      ACG will indemnity and hold harmless the Company, any
                           controlling person and any underwriter from and
                           against any and all loss, damage, liability, cost or
                           expense to which the Company or any controlling
                           person and/or any underwriter may become subject
                           under the Securities Act or otherwise, insofar as
                           such losses, damages, liabilities, costs or expenses
                           are caused by any untrue or alleged untrue statement
                           of any material fact contained in such registration
                           statement, any prospectus contained therein or any
                           amendment or supplement thereto, or arise out of or
                           are based upon the omission or the alleged omission
                           to state therein a material fact required to be
                           stated therein or necessary to make the statements
                           therein, in light of the circumstances in which they
                           were made, not misleading, in each case to the
                           extent, but only to the extent, that such untrue
                           statement or alleged untrue statement or omission or
                           alleged omission was so made in reliance upon and in
                           strict conformity with written information furnished
                           by ACG specifically for use in the preparation
                           thereof.

                  (c)      Promptly after receipt by an indemnified party
                           pursuant to the provisions of paragraph (a) or (b) of
                           this Section 9.5 of notice of the commencement of any
                           action involving the subject matter of the foregoing
                           indemnity provisions, such indemnified party will, if
                           a claim thereof is to be made against the
                           indemnifying party pursuant to the provisions of said
                           paragraph (a) or (b), promptly notify the
                           indemnifying party of the commencement thereof; but
                           the omission to so notify the indemnifying party will
                           not relieve it from any liability which it may have
                           to any indemnified party otherwise than hereunder. In
                           case such action is brought against any indemnified
                           party and it notifies the indemnifying party of the
                           commencement thereof, the indemnifying party shall
                           have the right to participate in, and, to the extent
                           that it may wish, jointly with any other indemnifying
                           party similarly notified, to assume the defense
                           thereof, with counsel satisfactory to such
                           indemnified party; provided, however, if the
                           defendants in any action include both the indemnified
                           party and the indemnifying party and there is a
                           conflict of interest which would prevent counsel for
                           the indemnifying party from also representing the
                           indemnified party, the indemnified party or parties
                           shall have the right to select separate counsel to
                           participate in the defense of such action on behalf
                           of such indemnified party or parties. After notice
                           from the indemnifying party to such indemnified party
                           of its election so to assume the defense thereof, the
                           indemnifying party will not be liable to such
                           indemnified party pursuant to the provisions of said
                           paragraph (a) or (b) for any legal or other expense
                           subsequently incurred by such indemnified party in
                           connection with the defense thereof other than
                           reasonable costs of investigation, unless (i) the
                           indemnified party shall have employed counsel in
                           accordance with the proviso of the preceding
                           sentence, (ii) the indemnifying party shall not have
                           employed counsel satisfactory to the indemnified
                           party to represent the indemnified party within a
                           reasonable time after the notice of the commencement
                           of the action, or (iii) the indemnifying party has
                           authorized the employment of counsel for the
                           indemnified party at the expense of the indemnifying
                           party.

10.      Events of Default; Acceleration.

         An "Event of Default" shall occur upon the occurrence of any of the
following events:

         10.1.    Representation and Warranties. Any representation or warranty
                  made by the Company herein shall prove to have been incorrect
                  in any material respect on or as of the date made and remains
                  unremedied for a period of thirty (30) days after ACG provides
                  the Company with written notice thereof; or

         10.2.    Covenants. The Company shall default in the observance or
                  performance of any material covenant or agreement contained in
                  this Agreement and such default shall continue unremedied for
                  a period of the earlier of thirty (30) days from the date an
                  executive officer of the Company has actual knowledge of such
                  default or thirty (30) days after ACG has provided the Company
                  with written notice of such breach; or

         10.3.    Note Terms. An Event of Default shall occur under the Note;

         then, and in any such event, so long as any Event of Default shall be
         continuing, ACG by notice of default to the Company, declare the Note
         owned by ACG (with accrued interest thereon) and all other amounts
         owing under this Agreement to be due and payable forthwith, whereupon
         the same shall immediately become due and payable.

11.      Remedies Upon an Event of Default.

         Upon the occurrence of an Event of Default, unless such Event of
         Default shall have been waived or cured prior to the exercise of the
         remedies set forth in this Section, ACG shall have all other remedies
         at law or in equity, afforded to holders of debt or otherwise provided
         for by this Agreement.

12.      Miscellaneous.

         12.1.    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.

         12.2.    Notices. All notices, requests, consents and other
                  communications required or permitted hereunder shall be in
                  writing and shall be delivered, or mailed first-class postage
                  prepaid, registered or certified mail, as follows:

                  (a)      if to ACG, to the addresses listed on Schedule 1; and

                           The Atlanta Cardiology Group, P.C.
                           5665 Peachtree
                           Dunwoody Road N.E.
                           Atlanta, GA  30342
                           Attention:  President

                  (b)      if to the Company, to:

                           LifeRate Systems, Inc.
                           7210 Metro Boulevard
                           Edina, MN  55439
                           Attention:  Chief Executive Officer

                  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.

         12.3.    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 ACG 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.

         12.4.    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 assigns of the
                  parties hereto, including the holder or holders from time to
                  time of any of the Note or Conversion Shares; provided,
                  however, that ACG may assign all or a portion of this Note to
                  no more than one additional person or entity upon the prior
                  written consent of the Company, which shall not be
                  unreasonably withheld.

         12.5.    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.

         12.6.    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.

         12.7.    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.

         12.8.    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.

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

         12.10.   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.

         12.11.   Severability. Should any one or more of the provisions of this
                  Agreement or of any agreement entered into pursuant to this
                  Agreement be determined to be illegal or unenforceable, all
                  other provisions of this Agreement and of each other agreement
                  entered into pursuant to this Agreement, shall be given effect
                  separately from the provision or provisions determined to be
                  illegal or unenforceable and shall not be affected thereby.

         12.12.   Expenses. The Company will reimburse ACG for up to an
                  aggregate of $10,000 of professional fees and expenses
                  incurred in connection with the negotiation and execution of
                  this Agreement and the Note, upon submission of reasonable
                  documentation.

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


COMPANY:                             LIFERATE SYSTEMS, INC.


                                      By:______________________________________
                                      Its: ____________________________________


ACG:                                  ATLANTA CARDIOLOGY GROUP, P.C.

                                      By:______________________________________
                                      Its: ____________________________________