Exhibit 10.13

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STOCK PURCHASE AGREEMENT
BY AND AMONG
MEDICALOGIC, INC., as Buyer
and
BRYAN D. HIXSON, and
HAROLD HARTSELL, as Sellers,
and
ANYWHEREMD.COM, INC.
dated as of April 17, 2000

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TABLE OF CONTENTS

|   |  |                                                     |  |                                                                |  | Page
|-- |  | --------------------------------------------------- |  | -------------------------------------------------------------- |  | ----
|1. |  | Definitions                                         |  | 1                                                             
|2. |  | Purchase and Sale of Company Shares                 |  |                                                               
|   |  | 2.1                                                 |  | Basic Transaction                                              |  | 5   
|   |  | 2.2                                                 |  | Purchase Price                                                 |  | 5   
|   |  | 2.3                                                 |  | Contingent Purchase Price                                      |  | 5   
|   |  | 2.4                                                 |  | Notice of Performance; Adjustments to Number of Shares         |  | 7   
|   |  | 2.5                                                 |  | The Closing                                                    |  | 10  
|   |  | 2.6                                                 |  | Deliveries at the Closing                                      |  | 10  
|3. |  | Representations and Warranties of Sellers and Buyer |  |                                                               
|   |  | 3.1                                                 |  | Representations and Warranties of the Sellers                  |  | 10  
|   |  | 3.2                                                 |  | Representations and Warranties of the Buyer                    |  | 11  
|4. |  | Representations and Warranties of the Company       |  |                                                               
|   |  | 4.1                                                 |  | Organization and Qualification                                 |  | 12  
|   |  | 4.2                                                 |  | Subsidiaries                                                   |  | 13  
|   |  | 4.3                                                 |  | Capitalization                                                 |  | 13  
|   |  | 4.4                                                 |  | Authority                                                      |  | 14  
|   |  | 4.5                                                 |  | No Conflict                                                    |  | 14  
|   |  | 4.6                                                 |  | Consents                                                       |  | 14  
|   |  | 4.7                                                 |  | Company Financial Statements                                   |  | 15  
|   |  | 4.8                                                 |  | No Undisclosed Liabilities                                     |  | 15  
|   |  | 4.9                                                 |  | No Changes                                                     |  | 15  
|   |  | 4.10                                                |  | Taxes                                                          |  | 16  
|   |  | 4.11                                                |  | Restrictions on Business Activities                            |  | 18  
|   |  | 4.12                                                |  | Title to Properties; Absence of Liens and Encumbrances         |  | 19  
|   |  | 4.13                                                |  | Governmental Authorization                                     |  | 19  
|   |  | 4.14                                                |  | Intellectual Property                                          |  | 20  
|   |  | 4.15                                                |  | Product Warranties; Defects; Liabilities                       |  | 25  
|   |  | 4.16                                                |  | Agreements, Contracts and Commitments                          |  | 25  
|   |  | 4.17                                                |  | Interested Party Transactions                                  |  | 27  
|   |  | 4.18                                                |  | Compliance with Laws                                           |  | 27  
|   |  | 4.19                                                |  | Litigation                                                     |  | 28  
|   |  | 4.20                                                |  | Insurance                                                      |  | 28  
|   |  | 4.21                                                |  | Minute Books                                                   |  | 28  
|   |  | 4.22                                                |  | Environmental Matters                                          |  | 28  
|   |  | 4.23                                                |  | Brokers' and Finders' Fees                                     |  | 29  
|   |  | 4.24                                                |  | Employee Matters and Benefit Plans                             |  | 29  
|   |  | 4.25                                                |  | Bank Accounts                                                  |  | 34  
|   |  | 4.26                                                |  | Indemnification Obligations                                    |  | 34  
|   |  | 4.27                                                |  | Representations Complete                                       |  | 34  
|5. |  | Pre-Closing Covenants                               |  |                                                               
|   |  | 5.1                                                 |  | General                                                        |  | 34  
|   |  | 5.2                                                 |  | Notices and Consents                                           |  | 34  
|   |  | 5.3                                                 |  | Operation of Business                                          |  | 35  
|   |  | 5.4                                                 |  | Access                                                         |  | 35  
|   |  | 5.5                                                 |  | Notice of Developments                                         |  | 35  
|   |  | 5.6                                                 |  | Exclusivity                                                    |  | 35  
|   |  | 5.7                                                 |  | Balance Sheet                                                  |  | 35  
|   |  | 5.8                                                 |  | Hixson Agreement-Technology Sale Agreement; Royalty Agreements |  | 35  

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|6.  |  | Post-Closing Covenants                  |  |                                                       
|--- |  | --------------------------------------- |  | ------------------------------------------------------
|    |  | 6.1                                     |  | General                                               
|    |  | 6.2                                     |  | Litigation Support                                    
|    |  | 6.3                                     |  | Access to Records and Files                           
|    |  | 6.4                                     |  | Sellers' Health and Welfare Benefits                  
|    |  | 6.5                                     |  | Company Operating Budget and Salaries                 
|    |  | 6.6                                     |  | Hixson Healthcare, Inc.  Auto-DOC; Royalty Agreements
|    |  | 6.7                                     |  | Non-Compete                                           
|7.  |  | Conditions to Obligation to Close       |  |                                                       
|    |  | 7.1                                     |  | Conditions to Obligation of the Buyer                 
|    |  | 7.2                                     |  | Conditions to Obligation of the Sellers               
|8.  |  | Remedies for Breaches of This Agreement |  |                                                       
|    |  | 8.1                                     |  | Survival of Representations and Warranties            
|    |  | 8.2                                     |  | Indemnification Provisions for Benefit of the Buyer   
|    |  | 8.3                                     |  | Indemnification Provisions for Benefit of the Sellers 
|    |  | 8.4                                     |  | Matters Involving Third Parties                       
|    |  | 8.5                                     |  | Determination of Adverse Consequences                 
|    |  | 8.6                                     |  | Exclusive Remedy                                      
|9.  |  | Cooperation on Tax Matters              |  |                                                       
|    |  | 9.1                                     |  | Pre-Closing Returns                                   
|    |  | 9.2                                     |  | Post-Closing Returns                                  
|    |  | 9.3                                     |  | Government Certificates                               
|    |  | 9.4                                     |  | Section 6043 Reports                                  
|10. |  | Termination                             |  |                                                       
|    |  | 10.1                                    |  | Termination of Agreement                              
|    |  | 10.2                                    |  | Effect of Termination                                 
|11. |  | Miscellaneous                           |  |                                                       
|    |  | 11.1                                    |  | Press Releases and Public Announcements               
|    |  | 11.2                                    |  | No Third Party Beneficiaries                          
|    |  | 11.3                                    |  | Entire Agreement                                      
|    |  | 11.4                                    |  | Succession and Assignment                             
|    |  | 11.5                                    |  | Counterparts                                          
|    |  | 11.6                                    |  | Headings                                              
|    |  | 11.7                                    |  | Notices                                               
|    |  | 11.8                                    |  | Governing Law                                         
|    |  | 11.9                                    |  | Dispute Resolution                                    
|    |  | 11.10                                   |  | Amendments and Waivers                                
|    |  | 11.11                                   |  | Severability                                          
|    |  | 11.12                                   |  | Expenses                                              
|    |  | 11.13                                   |  | Construction                                          
|    |  | 11.14                                   |  | Incorporation of Exhibits and Schedules               

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LIST OF SCHEDULES AND EXHIBITS

|Exhibits    |  |                                    
|----------- |  | -----------------------------------
|Exhibit A   |  | Hixson Asset Purchase Agreement    
|Exhibit B-1 |  | Form of Opinion of Sellers' Counsel
|Exhibit B-2 |  | Form of Opinion of Buyers' Counsel 
|Exhibit C   |  | Employment Agreement               
|Exhibit D   |  | Escrow Agreement                   

|Schedules            |  |                                                                        
|-------------------- |  | -----------------------------------------------------------------------
|Schedule 3.1(b)      |  | Non-Contravention                                                      
|Schedule 3.1(d)      |  | Company Shares                                                         
|Schedule 4.1         |  | Organization and Qualification                                         
|Schedule 4.5         |  | No Conflict                                                            
|Schedule 4.6         |  | Consents                                                               
|Schedule 4.7         |  | Company Financial Statements                                           
|Schedule 4.8         |  | No Undisclosed Liabilities                                             
|Schedule 4.9         |  | No Changes                                                             
|Schedule 4.9(i)      |  | No Changes; Agreements                                                 
|Schedule 4.10        |  | Tax Returns and Audits                                                 
|Schedule 4.12(a)     |  | Title to Properties; Absence of Liens and Encumbrances; Real Property  
|Schedule 4.12(c)     |  | Title to Properties; Asset Condition                                   
|Schedule 4.12(b)     |  | Title to Properties; Absence of Liens and Encumbrances; Leased Property
|Schedule 4.13        |  | Governmental Authorizations                                            
|Schedule 4.14        |  | Intellectual Property                                                  
|Schedule 4.14(b)     |  | Registered Intellectual Property Rights                                
|Schedule 4.14(c)     |  | Registered Intellectual Property Rights; Action                        
|Schedule 4.14(d)     |  | Valid Company Intellectual Property                                    
|Schedule 4.14(e)     |  | Company Intellectual Property; Liens                                   
|Schedule 4.14(f)     |  | Company Intellectual Property; Transferable                            
|Schedule 4.14(h)     |  | Company Intellectual Property; Third Party                             
|Schedule 4.14(j)     |  | Company Intellectual Property; Improvements                            
|Schedule 4.14(l)     |  | Company Intellectual Property; Breach of Contract                      
|Schedule 4.14(m)     |  | Company Intellectual Property; Obligation or Duty to Warrant           
|Schedule 4.14(s)     |  | Company Intellectual Property; Conduct of the Business                 
|Schedule 4.14(t)     |  | Company Intellectual Property; Royalties                               
|Schedule 4.15        |  | Product Warranties; Defects; Liabilities                               
|Schedule 4.16(a)     |  | Agreements, Contracts and Commitments; Collective Bargaining           
|Schedule 4.16(b)     |  | Agreements, Contracts and Commitments; Breach                          
|Schedule 4.24(b)     |  | Company Employee Plan and Employee Agreements                          
|Schedule 4.24(d)     |  | Employee Plan Compliance                                               
|Schedule 4.24(g)     |  | No Post-Employment Obligations                                         
|Schedule 4.24(i)(i)  |  | Effect of Transaction; Current or Future Payment                       
|Schedule 4.24(i)(ii) |  | Parachute Payment                                                      
|Schedule 4.24(j)     |  | Employment Matters                                                     
|Schedule 4.24(k)     |  | Labor                                                                  
|Schedule 4.25        |  | Bank Accounts                                                          

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of April 17, 2000, by and among MedicaLogic, Inc., an Oregon corporation (the
"Buyer"), AnywhereMD.com, Inc., a California corporation (the "Company"), and Bryan Hixson and
Harold Hartsell (each a "Seller," and collectively the "Sellers"). The Buyer, the Sellers and the
Company are referred to collectively in this Agreement as the "Parties".

The
Sellers own all of the outstanding capital stock of the Company. This Agreement contemplates a transaction in which the Buyer will purchase from the Sellers, and the Sellers will
sell to the Buyer, all of the outstanding capital stock of the Company for the consideration described herein.

NOW,
THEREFORE, in consideration of the premises and the mutual promises made in this Agreement, and in consideration of the representations, warranties and covenants contained in
this Agreement, the Parties hereto agree as follows:

1.Definitions.

"Accredited Investor" has the meaning set forth in Regulation D promulgated under the Securities Act.

"Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands,
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees,
including court costs and reasonable attorneys' fees and expenses.

"Applicable Rate" means the prime rate of interest publicly announced from time to time by U.S. Bank National Association in Portland,
Oregon.

"Attorney Records" means with respect to any Seller or the Company, all of the books, files, documents, and records of attorneys or
accountants relating to their respective representations in connection with
the negotiation, execution and delivery of this Agreement and the transactions contemplated by this Agreement.

"Buyer" has the meaning set forth in the preface above.

"Closing" has the meaning set forth in Section 2.5 below.

"Closing Date" has the meaning set forth in Section 2.5 below.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning set forth in the preface above.

"Company Authorizations" has the meaning set forth in Section 4.13 below.

"Company Common Stock" has the meaning set forth in Section 4.3(a) below.

"Company Financials" has the meaning set forth in Section 4.7 below.

"Company Intellectual Property" has the meaning set forth in Section 4.14(a)(iii) below.

"Company Registered Intellectual Property Rights" has the meaning set forth in Section 4.14(b) below.

"Company Share(s)" means any share of the capital stock of the Company.

"Confidential Information" means any information concerning the businesses and affairs of the Company that is not already generally
available to the public.

"Conflict" has the meaning set forth in Section 4.5 below.

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"Contingent Purchase Price" has the meaning set forth in Section 2.3 below.

"Contract" has the meaning set forth in Section 4.16 below.

"Copyrights" has the meaning set forth in Section 4.14(a)(ii) below.

"Current Company Balance Sheet" has the meaning set forth in Section 4.7 below.

"Disclosure Schedule" means any one of the Disclosure Schedules referred to in Sections 3.1, 3.2 and 4 below.

"Employment Agreement" means the Employment Agreement with each of the Sellers in the form attached as Exhibit C.

"Environmental Claim" has the meaning set forth in Section 4.22 below.

"Environmental, Health and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the
Resource Conservation and Recovery Act of 1976, the Clean Air Act, the Clean Water Act and the Occupational Safety and Health Act of 1970, each as amended, together with all equivalent or comparable
state laws concerning pollution or protection of the environment, or employee health and safety.

"Environmental Laws" has the meaning set forth in Section 4.22 below.

"Escrow Agent" means West Coast Trust Co., Inc., dba West Coast Trust in its capacity as an escrow agent under the Escrow
Agreement.

"Escrow Agreement" means the escrow agreement with respect to the Holdback, by and among the Buyer, the Sellers and the Escrow Agent, a
copy of which is attached hereto as Exhibit D.

"Funded Debt" means as applied to the Company on a consolidated basis, without duplication, (i) indebtedness for borrowed money,
and (ii) obligations evidenced by notes, bonds, debentures or similar instruments.

"Governmental Entity" has the meaning set forth in Section 4.6 below.

"Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Hazardous Materials" has the meaning set forth in Section 4.22 below.

"Hixson" means Hixson HealthCare Corporation, a California corporation.

"Hixson Acquisition" has the meaning set forth in Section 5.8.

"Hixson Agreement" has the meaning set forth in Section 5.8.

"Holdback" has the meaning set forth in Section 2.2(c).

"Indemnified Party" has the meaning set forth in Section 8.4(a) below.

"Indemnifying Party" has the meaning set forth in Section 8.4(a) below.

"Intellectual Property Rights" has the meaning set forth in Section 4.14(a)(ii) below.

"Liens" has the meaning set forth in Section 4.10(b)(vii) below.

"Maskworks" has the meaning set forth in Section 4.14(a)(ii) below.

"Material Adverse Change" has the meaning set forth in Section 4 below.

"Material Adverse Effect" has the meaning set forth in Section 4 below.

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"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice (including with respect to
quantity and frequency).

"Party" has the meaning set forth in the preface above.

"Patents" has the meaning set forth in Section 4.14(a)(ii) below.

"Performance Contingencies" has the meaning set forth in Section 2.3 below.

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, limited
liability company, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

"Pro Rata Basis" means an allocation among the Sellers in proportion to their respective holdings of the Company Shares as set forth on
Section 3.1(d) of the Disclosure Schedules.

"Prohibited Transaction" has the meaning set forth in ERISA Section 406 and Code Section 4975.

"PTO" has the meaning set forth in Section 4.14(b) below.

"Purchase Price" has the meaning set forth in Section 2.2(a) below.

"Registered Intellectual Property Rights" has the meaning set forth in Section 4.14(a)(iv) below.

"Reportable Event" has the meaning set forth in ERISA Section 4043.

"Returns" has the meaning set forth in Section 4.10(b)(i) below.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Seller(s)" has the meaning set forth in the preface above.

"Small Business Status" has the meaning set forth in Section 4.14(c) below.

"Subsidiary" means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common
stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

"Taxes" has the meaning set forth in Section 4.10(a) below.

"Technology" has the meaning set forth in Section 4.14(a)(i) below.

"Technology Sale Agreement" shall mean that certain Technology Sale Agreement by and among Harold Hartsell and the Company relating to,
among other things, Mr. Hartsell's sale of certain source code to Company.

"Third Party Claim" has the meaning set forth in Section 8.4(a) below.

"Trademarks" has the meaning set forth in Section 4.14(a)(ii) below.

2.Purchase and Sale of Company Shares.

2.1Basic Transaction.Upon and subject to the terms and conditions of this Agreement, the Buyer agrees to
purchase from the Sellers, and the Sellers agree to sell to the Buyer, all of their Company Shares for the consideration specified below in this Section 2.

2.2 Purchase Price.



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2.3Contingent Purchase Price.After the Closing Date, the Sellers shall be eligible to receive up to 600,000 shares (which may be
subject to adjustment as provided in Section 2.4(d) below) of registered Buyer common stock (the "Contingent Purchase Price") to be earned, if at
all, based on the achievement of the following operational and performance targets (collectively, the "Performance Contingencies"):



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2.4 Notice of Performance; Adjustments to Number of Shares.



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2.5The Closing.The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of Stoel Rives LLP, in Portland, Oregon, commencing at 9:00 a.m. local time on the second business day
following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement (other than conditions with respect to actions
the respective Parties will take at the Closing itself) or such other date as the Buyer and the Sellers may mutually determine (the "Closing Date").

2.6Deliveries at the Closing.At the Closing, (i) the Sellers will deliver to the Buyer the various certificates, instruments
and documents referred to in Section 7.1 below, (ii) the Buyer will deliver to the Sellers the various certificates, instruments and documents referred to in Section 7.2 below,
(iii) the Sellers will deliver to the Buyer original stock certificates representing all of their Company Shares, endorsed in blank or accompanied by duly executed assignment documents, in form
acceptable to Buyer and its counsel, and (iv) the Buyer will deliver to the Sellers the consideration specified in Section 2.2 above.

3.Representations and Warranties of Sellers and Buyer.

3.1Representations and Warranties of the Sellers.Each Seller severally represents and warrants to the Buyer
that the statements contained in this Section 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement throughout this Section 3.1).

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3.2Representations and Warranties of the Buyer.The Buyer represents and warrants to the Sellers that the statements contained in this
Section 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3.2).



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4.Representations and Warranties of the Company.

For purposes of this Agreement, "Material Adverse Effect" or "Material Adverse
Change" means any effect, change, event, circumstance or condition which when considered with all other effects, changes, events, circumstances or conditions would reasonably
be expected to affect materially and adversely the business, results of operations, financial condition or prospects of a party, in each case including its Subsidiaries together with it taken as a
whole. In no event shall any of the following constitute a Material Adverse Effect or a Material Adverse Change: (i) effects, changes, events, circumstances or conditions generally affecting
the industry in which the Company operates or arising from changes in general business or economic conditions; (ii) any effects, changes, events, circumstances or conditions resulting from any
change in law or generally accepted accounting principles, which affect generally entities such as the Company; and (iii) any effect resulting from compliance by the Company with the terms of
this Agreement. For all purposes of Section 4 of this Agreement, a statement about the "Company" refers to the Company and all of its
Subsidiaries jointly and refers to the Company and each of its Subsidiaries separately.

The
Company hereby represents and warrants to Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be
correct and complete on the Closing Date, as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Section 4:

4.1Organization and Qualification.The Company is a corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. The Company is a California corporation. The Company has the corporate power and corporate authority to own, lease and operate its properties and to carry on its
business as it is now being conducted, and as proposed to be conducted, and to perform its obligations under any contracts by which it is bound. The Company is duly qualified or licensed to do
business in California. The Company has delivered a true and correct copy of its Certificate or Articles of Incorporation and Bylaws, each as amended to date, to Buyer. Such Certificate or Articles of
Incorporation and Bylaws are in full force and effect. The Company is not in violation of any of the provisions of its Certificate or Articles of Incorporation or Bylaws.

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4.2Subsidiaries.The Company does not have any Subsidiaries or affiliated companies and does not otherwise own, directly or
indirectly, any shares of capital stock or any equity, debt or similar interest in or any interest convertible, exchangeable or exercisable for any equity, debt or similar interest in, or control,
directly or indirectly, any other corporation, partnership, association, joint venture or other business entity, foreign or domestic. The Company has not agreed nor is the Company obligated to make or
be bound by any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license,
sub-license, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make any
future investment in or capital contribution to any other entity.

4.3Capitalization.



4.4 Authority.The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The Company's Board of Directors has unanimously approved such transaction and this Agreement. This Agreement has been duly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

4.5No Conflict.Except as set forth onSchedule 4.5, the execution, delivery
and performance of this Agreement (and the other agreements contemplated by this Agreement) by the Company and the Sellers does not, and, as of the Closing Date, the consummation of the transactions
contemplated hereby (and by the other agreements contemplated by this Agreement) (a) will not conflict with, contravene, or result in any violation or breach of, or default under (with or
without notice or lapse of

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time, or both), or give rise to a right of termination, refund, modification, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a
"Conflict") (i) any provision of the Certificate or Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries, or
(ii) except to the extent that such Conflict would not have a Material Adverse Effect, any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise,
license, judgment, order, ruling, decree, statute, law, ordinance, rule or regulation applicable to the Company or its businesses, properties or assets; and (b) do not and will not result in
the creation of any Lien against any property, asset or business of the Company.

4.6Consents.No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission ("Governmental
Entity") or any third party, is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby, except for (a) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal
and state securities laws, and (b) such other consents, waivers, authorizations, filings, approvals and registrations that are set forth on Schedule 4.6.

4.7Company Financial Statements. Schedule 4.7sets forth true and correct copies of the Company's unaudited pro forma balance
sheet as of the Closing Date (the "Company Financials"). The Company Financials are complete and correct in all material respects. Subject to usual and
customary year-end accounting adjustments, the Company Financials present fairly in all material respects the financial condition and operating results of the Company as of the dates and
during the periods indicated therein. The Company's unaudited pro forma balance sheet as of the Closing Date shall be referred to herein as the "Current Company Balance
Sheet."

4.8No Undisclosed Liabilities.Except as set forth inSchedule 4.8or for those
undisclosed liabilities that will not have a Material Adverse Effect, the Company does not have, as of the date hereof, any liability, indebtedness or obligation of any type, whether accrued,
absolute, contingent, matured, unmatured, known or unknown or other (whether or not required to be reflected in financial statements in accordance with GAAP), which individually or in the aggregate,
(a) has not been reflected in the Current Company Balance Sheet or (b) has not been set forth in a Disclosure Schedule.

4.9No Changes.Except as set forth inSchedule 4.9, since March 15, 2000
and through the date of this Agreement, there has not been, occurred or arisen any:



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4.10Taxes.



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4.11Restrictions on Business Activities.There is no agreement (noncompete or otherwise), judgment, injunction, order or decree to
which the Company is a party or otherwise binding upon the Company that has or reasonably would be expected to have the effect of prohibiting or impairing any business practice of the Company, any
acquisition of property (tangible or intangible) by the Company or the conduct of business by the Company. Without limiting the foregoing, the Company has not entered into any agreement under which
the Company is restricted from selling, licensing or otherwise distributing any of its products or services to any class of customers, in any geographic area, during any period of time or in any
segment of the market.

4.12Title to Properties; Absence of Liens and Encumbrances.



4.13 Governmental Authorization. Schedule 4.13accurately lists each consent, license, permit, grant or other authorization
issued to the Company by a Governmental Entity (a) pursuant to which the Company currently operates or holds any interest in any of its properties or (b) which is required for

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the operation of its business or the holding of any such interest (collectively called "Company Authorizations"). The Company Authorizations are in full
force and effect and constitute all Company Authorizations required to permit the Company to operate or conduct its business or hold any interest
in its properties or assets. To the Company's knowledge, the Company is in compliance in all material respects with the terms of the Company Authorizations except where the failure to comply would not
have a Material Adverse Effect.

4.14Intellectual Property.



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4.15Product Warranties; Defects; Liabilities.Each Company product or service has been in all material respects in conformity with all
applicable contractual commitments and all applicable express and implied warranties. The Company does not have any liability or obligation (and to the Company's knowledge, there is no current
reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company giving rise to any liability or obligation) for
replacement or repair thereof or other damages in connection therewith except liabilities or obligations incurred in the Ordinary Course of Business which do not have a Material Adverse Effect on the
Company. Except as disclosed inSchedule 4.15, no Company product or service is subject to any guaranty, warranty or other indemnity beyond the
applicable standard terms and conditions of sale, license or lease or beyond that implied or imposed by applicable law. The Company has provided to Buyer a copy of the standard terms and conditions of
sale, license or lease
for each of the Company products and services and copies of the Company's standard forms of merchant agreements, portal agreements and professional services agreements.

4.16 Agreements, Contracts and Commitments.As of the date hereof, except as set forth on Schedule 4.16(a),
the Company does not have, is not a party to nor is it bound by:



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Except
as set forth onSchedule 4.16(b), the Company has not breached, violated or defaulted under, or received notice that it has breached,
violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth onSchedule 4.16(a)orSchedule 4.14(any such agreement, contract or commitment, a "Contract"). Each Contract is in
full force and effect and, except as otherwise disclosed inSchedule 4.16(b), is not subject to any default thereunder of which the Company has
knowledge by any party obligated to the Company pursuant thereto.

4.17Interested Party Transactions.No employee, officer or director of the Company or member of his or her immediate family is
indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any
direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes
with the Company. No member of the immediate family of any officer or director of the Company is directly or indirectly interested in any contract with the Company. There are no receivables of the
Company owing by any director, officer, employee or consultant to the Company (or any ancestor, sibling, descendant, or spouse of any such persons, or any trust, partnership or corporation in which
any of such persons has an economic interest), other than advances in the ordinary and usual course of business for reimbursable business expenses (as determined in accordance with the Company's
established employee reimbursement policies and consistent with past practice). None of the Company shareholders has agreed to, or assumed, any obligation or duty to guaranty or otherwise assume or
incur any obligation or liability of the Company.

4.18Compliance with Laws.The Company is in compliance with each order, judgment and decree, and to its knowledge, each law, rule and
regulation, applicable to the Company or by which its properties are bound or affected, except to the extent such non-compliance will not have a Material Adverse Effect. To the knowledge
of the Company, no investigation or review by any governmental or regulatory body or authority is pending or threatened against the Company, nor has any governmental

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or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be
expected to have the effect of prohibiting or impairing any business practice of the Company, any acquisition of property by the Company or the conduct of business by the Company.

4.19Litigation.There is no action, suit or proceeding of any nature pending or to the Company's knowledge threatened against the
Company, its properties or any of its officers, directors or employees (in their capacities as officers, directors or employees, as the case may be), nor, to the knowledge of the Company, is there any
reasonable basis therefor. There is no investigation pending or, to the Company's knowledge, threatened against the Company, its properties or any of its officers, directors or employees (in their
capacities as officers, directors or employees, as the case may be) by or before any Governmental Entity. No Governmental Entity has at any time challenged or questioned the legal right of the Company
to conduct its operations as presently or previously conducted.

4.20Insurance.With respect to the insurance policies and fidelity bonds covering the assets, business, equipment, properties,
operations, employees, officers and directors of the Company, there is no claim by the Company pending under any of such policies or bonds as to which coverage has been denied or disputed by the
underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and the Company is otherwise in material compliance with the terms of such
policies and bonds (or other policies and bonds providing substantially similar insurance coverage). The Company has no knowledge of any threatened termination of, or premium increase with respect to,
any of such policies.

4.21Minute Books.The minute books of the Company made available to Buyer and its counsel are the only minute books of the Company and
contain an accurate summary of all meetings of directors (or committees thereof) and shareholders, in their respective capacities as such, or actions by written consent since the time of incorporation
of the Company through the date hereof.

4.22Environmental Matters.Except where the failure would not have a Material Adverse Effect, the Company (a) has obtained all
applicable and material permits, licenses and other authorizations that are required under Environmental Laws; (b) to the Company's knowledge, is in compliance with all material terms and
conditions of such required permits, licenses and authorizations, and also is in compliance with all other material limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in such laws or contained in any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved
thereunder; (c) is not aware of and has not received notice of any event, condition, circumstance, activity, practice, incident, action or plan that is reasonably likely to interfere with or
prevent continued compliance or that would give rise to any common law or statutory liability, or otherwise form the basis of any
Environmental Claim with respect to the Company or any person or entity whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law;
(d) has not disposed of, released, discharged or emitted any Hazardous Materials into the soil or groundwater at any properties owned or leased at any time by the Company, or at any other
property, or exposed any employee or other individual to any Hazardous Materials or condition in such a manner as would result in any material liability or result in any corrective or remedial action
obligation; and (e) has taken all actions necessary under Environmental Laws to register any products or materials required to be registered by the Company (or any of its agents) thereunder. To
the Company's knowledge, no Hazardous Materials are present in, on or under (or, to the knowledge of the Company, in the vicinity of) any properties owned, leased or used at any time (including both
land and improvements thereon) by the Company so as to give rise to any material liability or corrective or remedial obligation of the Company under any Environmental Laws. For the purposes of this
Section 4.22, "Environmental Claim" means any notice, claim, act, cause of action or investigation by any person alleging potential liability
(including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property

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damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, or release into the environment, of any Hazardous Materials or (b) any violation, or
alleged violation, of any Environmental Laws. "Environmental Laws" means all federal, state, local and foreign laws and regulations relating to
pollution or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or the protection of human health and worker safety, including, without limitation,
laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials. "Hazardous Materials" means chemicals, pollutants, contaminants, wastes, toxic
substances, radioactive and biological materials, asbestos-containing materials (ACM), hazardous substances, petroleum and petroleum products or any fraction thereof, excluding, however, Hazardous
Materials contained in products typically used for office and janitorial purposes properly and safely maintained in accordance with Environmental Laws.

4.23Brokers' and Finders' Fees.The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage
or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

4.24Employee Matters and Benefit Plans.



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4.25Bank Accounts. Schedule 4.25constitutes a full and complete list of all the bank accounts and safe deposit boxes of the
Company, the number of each such account or box, and the names of the persons authorized to draw on such accounts or to access such boxes. All cash in such accounts is held in demand deposits and is
not subject to any restriction or documentation as to withdrawal.

4.26Indemnification Obligations.The Company has no knowledge of any action, proceeding or other event pending or threatened against
any officer or director of the Company that would give rise to any indemnification obligation of the Company to its officers and directors under its Certificate or Articles of Incorporation, Bylaws or
any agreement between the Company and any of its officers or directors.

4.27Representations Complete.None of the representations or warranties made by the Company herein (as modified by any Disclosure
Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, (to the extent that such documents

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were prepared by or include information provided by the Company), contains or will contain, on and as of the Closing Date, any untrue statement of a material fact, or omits or will omit, on and as of
the Closing Date, to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

5.Pre-Closing Covenants.The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:

5.1General.Each of the Parties will use its reasonable best efforts to take all action and to do all things necessary in order to
consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 7 below).

5.2Notices and Consents.The Sellers will cause the Company to give any notices to third parties, and will cause the Company to use
its reasonable best efforts to obtain any third party consents, necessary or advisable in order to consummate the transaction contemplated hereby. Each of the Parties will (and the Sellers will cause
the Company to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies necessary
or advisable in order to consummate the transaction contemplated hereby. Without limiting the generality of the foregoing, each of the Parties will file (and the Sellers will cause the Company to
file) any Notification and Report Forms and related material that he or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of
Justice under the Hart-Scott-Rodino Act, will use reasonable best efforts to obtain (and the Sellers will cause the Company to use its reasonable best efforts to obtain) a waiver from the
applicable waiting period, and will make (and the Sellers will cause the Company to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith.

5.3 Operation of Business.The Sellers will not cause or permit the Company to engage in any practice, take any action, or enter into
any transaction (other than those contemplated by this Agreement) outside the Ordinary Course of Business. Without limiting the generality of the foregoing, the Sellers will not cause or permit the
Company to (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock, or
(ii) grant any increase in the base compensation of the Sellers outside the Ordinary Course of Business.

5.4Access.The Sellers will permit, and the Sellers will cause each of the Company and Hixson to permit, representatives of the Buyer
to have access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company or Hixson, to all premises, properties, books, records (including tax
records), contracts, and documents of or pertaining to the Company or Hixson; provided, however, that the Buyer shall not directly or indirectly have any discussions, contact or communication of any
type with any employee, agent, representative, franchisee or customer of the Company or Hixson without the Sellers' prior written consent in each specific instance. The Buyer will treat and hold as
such any Confidential Information it receives from any of the Sellers, the Company or Hixson in the course of the reviews contemplated by this Section, will not use any of the Confidential Information
except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, will return to the Sellers and the Company all tangible embodiments (and all copies) of the
Confidential Information which are in its possession.

5.5Notice of Developments.Each Party will give prompt written notice to the others of any material adverse development causing a
breach of any of his or its own representations and warranties in Section 3 or 4 above.

5.6Exclusivity.The Sellers will not (and the Sellers will not cause or permit any of the Company to): (i) solicit, initiate,
or encourage the submission of any proposal or offer from any Person relating

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to the acquisition of all or substantially all of the capital stock or assets of any of the Company (including any acquisition structured as a merger, consolidation, or share exchange) or
(ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing.

5.7 Balance Sheet.On the day prior to the Closing Date, the Sellers shall deliver to the Buyer a draft of the Current Company Balance
Sheet, which shall include a statement as to the amount of the Funded Debt and Working Capital, as determined by such balance sheet.

5.8Hixson Agreement-Technology Sale Agreement; Royalty Agreements.Sellers agree to cause the Company to acquire substantially all of
the assets of Hixson, including it Auto-DOC and Auto-PILOT product lines (the "Hixson Acquisition"), immediately prior to the Closing, in accordance with the terms set forth in
the Hixson Asset Purchase Agreement attached hereto asExhibit A(the "Hixson Agreement"). In addition, pursuant to the Technology Sale
Agreement, certain source code owned by Mr. Hartsell shall be transferred to the Company simultaneously with the Closing and pursuant to an
Assignment of Trademark, certain trademarks owned by Sellers, shall be transferred to the Company prior to the Closing.

6.Post-Closing Covenants.The Parties agree as follows with respect to the period following the Closing:

6.1General.In case at any time after the Closing any further action is necessary to implement the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense
of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 8 below).

6.2Litigation Support.In the event and for so long as any Party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other
Parties will cooperate with such Party and its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary
in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under
Section 8 below).

6.3Access to Records and Files.After the Closing Date, the Buyer will retain and preserve for five years or for the applicable
statute of limitations with respect to tax matters, if longer, and, on any Seller's request and cost, make available to the Sellers during normal business hours for any proper purpose, any records
relating to the Company's business prior to Closing. Additionally, the Buyer will, and will cause the Company to, permit the Sellers to make copies and extracts therefrom and will provide originals to
the Sellers where reasonably required for any lawful purpose. The Buyer will not, and will cause the Company not to, dispose of or destroy such records without first giving the Sellers prior notice
and a reasonable opportunity, at the Sellers' expense, to segregate and remove any of such records as any Seller may select. Notwithstanding the foregoing, the Buyer waives, and shall cause the
Company to waive, any and all rights with respect to the Attorney Records, which the Buyer agrees will belong to the Sellers.

6.4Sellers' Health and Welfare Benefits.The Buyer shall, and shall cause the Company to, maintain at a minimum the Company's current
level of employee benefits as of the Closing Date, and the Buyer shall not, and shall cause the Company not to, adversely change, alter or modify in any way such employee benefits for six
(6) months from the Closing Date without the Sellers' prior written consent.

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6.5Company Operating Budget and Salaries.The Sellers acknowledge that the Company will become a product development Subsidiary of
Buyer at the close of the transaction contemplated hereby. An initial draft of the budget for the Company's product development activities shall be submitted to Buyer prior to Closing. This budget
shall cover expenses in the following areas:



6.6 Royalty Agreements.On or before April 30, 2000, Sellers shall cause all outstanding royalty agreements relating to Hixson
to be settled or terminated.

6.7Non-Compete.Each Seller agrees that for a period of two years after the expiration of the term of Seller's Employment
Agreement, or three years after the Closing Date, whichever is later, Seller shall not, directly or indirectly, within the United States, engage or participate or make any financial investments in, or
become employed by, or act as an agent, consultant or principal of, or render advisory or other services to or for, any person, firm or corporation (other than Buyer) that is engaged, directly or
indirectly, in the business of developing software for hand-held computers for use by physicians and other healthcare professionals which include those functionalities demonstrated to the
Buyer on the PocketRx prototype, including without limitation, patient charting and billing and communicating and reporting among laboratories and pharmacies regarding patient information, or the
business of developing, or selling end-user licenses of, software and hardware for hand-held and desktop computers for patient charting and health care reporting for
chiropractors and similar medical practitioners (a "Competing Enterprise"). Nothing herein contained shall restrict Sellers from (a) engaging in the activities contemplated by the Stock
Purchase Agreement, and (b) holding investments in not more than three percent of the voting securities of any Competing Enterprise whose stock is listed on a national securities exchange or is
actively traded on the National Association of Securities Dealers Automated Quotation System, so long as in connection with such investments Sellers do not render services to a Competing Enterprise.
Each Seller acknowledges that the chronologic,
geographic and business restrictions set forth in this Section are reasonable in light of the competitive nature of the businesses of the Company and Buyer, and consents to the imposition thereof in
order to induce Buyer to enter into this Agreement.

7.Conditions to Obligation to Close.

7.1Conditions to Obligation of the Buyer.The obligation of the Buyer to consummate the transactions to be
performed by it in connection with the Closing is subject to satisfaction of the following conditions:



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The
Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.

7.2Conditions to Obligation of the Sellers.The obligation of the Sellers to consummate the transactions to be performed by them in
connection with the Closing is subject to satisfaction of the following conditions:



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The
Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or prior to the Closing.

8.Remedies for Breaches of this Agreement.

8.1Survival of Representations and Warranties.All of the representations and warranties of the Sellers and of
the Company contained in this Agreement shall survive the Closing hereunder (unless the Buyer knew of any misrepresentation or breach of warranty at the time of Closing) and shall continue in full
force and effect for one year thereafter;provided, however,that (i) the representations and warranties of
the Sellers and the Company contained in Sections 3.1(d) and 4.3 shall survive the Closing and shall continue in full force and effect until the expiration of any applicable statute of limitations;
and (ii) the representations and warranties of the Sellers and the Company contained in Section 4.14 shall survive the Closing and shall continue in full force and effect for two years
thereafter.

8.2Indemnification Provisions for Benefit of the Buyer.



8.3Indemnification Provisions for Benefit of the Sellers.In the event the Buyer breaches any of its representations, warranties, or
covenants contained in this Agreement, then the Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences any Seller may suffer, through and after the date of the
claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach thereof on and after the Closing Date. The Buyer agrees to indemnify and reimburse the
Sellers for all Adverse Consequences any Seller may suffer arising out of or relating to any liability or obligation of the Company reflected on the Financial Statements or assumed by the Buyer or the
Company (other than liabilities or obligations which the Company failed

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to disclose in breach of its obligations under this Agreement) under this Agreement whether arising out of nonpayment or otherwise.

8.4Matters Involving Third Parties.



8.5Determination of Adverse Consequences.The Parties shall make appropriate adjustments for tax consequences, insurance coverage,
rate adjustments, indemnification agreements, and similar arrangements and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences
for purposes of this Section 8. The Buyer shall cause the Company to make reasonable efforts to enforce the indemnity provisions in the Hixson Agreement and the Technology Sale Agreement to
mitigate any Adverse Consequences related to any claim for indemnity under this Agreement. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.

8.6Exclusive Remedy.The Buyer acknowledges and agrees that the foregoing indemnification provisions in this Section 8 shall be
the sole and exclusive remedy of the Buyer for any inaccuracy or breach of the representations, warranties, or covenants in this Agreement of any Seller or the Company.

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9.Cooperation on Tax Matters.

9.1Pre-Closing Returns.Consistent with the Company's past elections and methods, Buyer shall
prepare or cause to be prepared and file or cause to be filed any and all Tax Returns for the Company for all periods (i) ending on or before the Closing Date that are filed after the Closing
Date (other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Company) and
(ii) beginning before the Closing Date and ending after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to
filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers.

9.2Post-Closing Returns.Buyer, the Company and the Sellers shall cooperate fully, as and to the extent reasonably
requested by the other party, in connection with the filing of Tax Returns filed after the Closing Date and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall
include the retention and (upon any Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sellers agree (i) to retain all books and
records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent
notified by Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to
give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case
may be, shall allow the other Party to take possession of such books and records.

9.3 Government Certificates.Buyer and the Sellers further agree, upon request, to use their reasonable best efforts to obtain any
certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to,
with respect to the transactions contemplated hereby).

9.4Section 6043 Reports.Buyer and the Sellers further agree, upon request, to provide the other Parties with all information
that any Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

10. Termination.

10.1Termination of Agreement.Certain of the Parties may terminate this Agreement as provided below:



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10.2Effect of Termination.If any Party terminates this Agreement pursuant to Section 10.1 above, all rights and obligations of
the Parties under this Agreement shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach);provided,
however,that the confidentiality provisions contained in Section 5.4 above shall survive termination.

11. Miscellaneous.

11.1Press Releases and Public Announcements.No Party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the Buyer and the Sellers.

11.2No Third Party Beneficiaries.This Agreement shall not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns.

11.3Entire Agreement.This Agreement (including the documents referred to in this Agreement) constitutes the entire agreement among
the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter of this
Agreement.

11.4Succession and Assignment.This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written approval of the
Buyer and the Sellers.

11.5Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.

11.6 Headings.The sections headings contained in this Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

11.7Notices.All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid,
and addressed to the intended recipient as set forth below:

|If to the Sellers: |  | Bryan D. Hixson
Harold Hartsell
3528 El Camino Real
Atascadero, California 93422
Tel: (800) 884-8268
Fax: (805) 460-1928                                                 
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Copy to:           |  | Sinsheimer, Schiebelhut & Baggett
Attention: M. Suzanne Fryer
PO Box 31
1010 Peach Street
San Luis Obispo, California 93506/93401
Tel: (805) 541-2800
Fax: (805) 541-2802

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|If to the Buyer: |  | MedicaLogic, Inc.
Attention: Annie Masullo, General Counsel
101 Green Street (@ Battery)
San Francisco, CA 94111
Tel: (415) 678-3203
Fax: (415) 678-3300
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Copy to:         |  | Stoel Rives LLP
Attention: Todd A. Bauman, Esq.
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Tel: (503) 294-9812
Fax: (503) 220-2480     

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other Parties notice in the manner set forth in this Agreement.

11.8 Governing Law.This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law provision,
rule or principle (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

11.9Dispute Resolution.If a dispute arises from or relates to this Agreement or the breach of this Agreement and if such dispute
cannot be settled through direct discussions, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be held in San Francisco, California under the Commercial
Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement, or breach of this
Agreement, shall be settled by arbitration to be held in San Francisco, California. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, and
the Parties shall be allowed discovery in accordance with the Federal Rules of Civil Procedure. In addition, in the event of a dispute between the Parties, Buyer agrees to provide Sellers with access
to the Company's books and records or any of Buyer's books and records relating to the Company. If Buyer and the Sellers cannot jointly select a single arbitrator to determine the matter, one
arbitrator shall be chosen by each of Buyer and the Sellers (or, if a party fails to make a choice, by the American Arbitration Association on behalf of such party) and the two arbitrators so chosen
will select a third. The decision of the single arbitrator jointly selected by Buyer and the Sellers, or, if three arbitrators are selected, the decision of any two of them, will be final and binding
on the parties and the judgment of a court of competent jurisdiction may be entered on such decision. Fees of the arbitrators and costs of arbitration shall be borne by Buyer and the Sellers in such
manner as shall be determined by the arbitrator or arbitrators. The arbitrators shall prepare and provide to the parties a written decision on all matters subject to the arbitration, including factual
findings and the reasons that form the basis of the arbitrators' decision. The arbitrator(s) shall not have the power to commit errors of law or legal reasoning, and the award of the arbitrator(s)
shall be vacated or corrected for any such error or any other grounds specified in Code of Civil Procedure section 1286.2 or section 1286.6. The award of the arbitrators shall be mailed
to the parties no later than thirty (30) days after the close of the arbitration hearing. The arbitration proceedings shall be reported by a certified shorthand court reporter. Written
transcripts of the proceedings shall be prepared and made available to the parties.

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11.10Amendments and Waivers.No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and
signed by the Buyer, the Sellers and the Company. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

11.11Severability.Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other
jurisdiction.

11.12 Expenses.Except for expenses and filing fees arising under or relating to the filings made under the
Hart-Scott-Rodino Act, which the Buyer will incur, each of the Parties will bear its or its own costs and expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby. The Sellers agree that, after the date of this Agreement, the Company will bear any of the Sellers' costs and expenses (including any of its legal
fees and expenses) incurred in connection with this Agreement or any of the transactions contemplated by this Agreement.

11.13Construction.The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation.

11.14Incorporation of Exhibits and Schedules.The Exhibits and Schedules identified in this Agreement are incorporated into this
Agreement by reference and made a part of this Agreement.

[Signature
page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth in the preface to this Agreement.

|MEDICALOGIC, INC., an Oregon corporation       |              | 
|---------------------------------------------- | ------------ | 
|By:                                            | Name:
Title: | 
|ANYWHEREMD.COM, INC., a California corporation
|By:                                            | Name:
Title: | 
|SELLERS:                                       |              | 
|Bryan D. Hixson                                |              | 
|Harold Hartsell                                |              | 

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