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Exhibit 10.11
LANVISION SYSTEMS, INC.

RESELLER AGREEMENT BETWEEN IDX INFORMATION SYSTEMS CORPORATION AND LANVISION,
INC. ENTERED INTO ON JANUARY 30, 2002

                          LANVISION RESELLER AGREEMENT


1.       INTRODUCTION

 1.1  This Agreement is made as of January 30, 2002 between LanVision, Inc.
         ("LanVision"), an Ohio corporation, with its principal place of
         business at 5481 Creek Road, Cincinnati, Ohio 45242, and IDX
         Information Systems Corporation ("IDX"), a Vermont corporation, having
         its principal place of business at 40 IDX Drive, South Burlington, VT
         05402-1070.

 1.2  LanVision is a Software Developer and Application Services Provider in
         the business of providing Electronic Medical Record ("EMR") and
         workflow application software and services to healthcare providers and
         software resellers and Application Service Provider resellers. IDX is
         in the business of providing health information systems and services to
         the healthcare industry. IDX utilizes various products and services to
         meet its business objectives and wishes to obtain from LanVision the
         rights to market and sublicense certain of such LanVision's products or
         services so that IDX may promote certain document imaging and workflow
         based Electronic Medical Record products and services to healthcare
         providers. LanVision is willing to grant such rights.

 1.3  Therefore, LanVision and IDX, intending to be legally bound, agree to
         the terms and conditions set forth in this Agreement. Therefore, in
         consideration of the promises, the covenants set forth herein, and
         other consideration, the receipt and sufficiency of which are hereby
         acknowledged, the parties agree as follows:


2.       DEFINITIONS
 2.1  "accessANYware": LanVision's web-enabled EMR software.




NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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 2.2  "Agreement": this Reseller Agreement and all present and future
         incorporated exhibits, schedules, appendices, addenda, and written
         amendments.

 2.3  "Application Administration Services": those administrative services
         required to build/maintain the ASPeN Services applications such as
         entering user ID's, profile maintenance, and document type maintenance.

 2.4  "Application Software Fees": shall mean either Software License Fees or
         ASPeN Services Fees as indicated in Schedule B

 2.5  "ASP": shall mean Application Service Provider. ASP is a provider that
         offers a service that hosts, monitors and manages software applications
         for a monthly [CONFIDENTIAL] fee.

 2.6  "ASPeN Service Fees": shall mean the fees due LanVision from IDX as set
         forth in Schedule B, Part 2.

 2.7  "ASPeN Services": LanVision's ASP-based EMR services using the
         Software, other computer software programs, the Data Center, and the
         Internet or an intranet to provide for document capture, indexing,
         storage, retrieval, printing, viewing and other software services.

 2.8  "ASPeN Services Agreement": an agreement pursuant to which Customer
         obtains LanVision's ASPeN Services through IDX. The parties shall
         mutually agree upon the form of the ASPeN Services Agreement within
         ninety (90) days of the Effective Date and attach such agreement to
         Schedule C, Part 2.

 2.9  "Base Fee" shall mean an amount to be used for calculating (i) the
         Software License Fees due LanVision from IDX as set forth in Schedule
         B, Part 1 and (ii) Support Fees due LanVision from IDX as set forth in
         Section 8.

 2.10 "Collateral": sales and marketing printed materials for the Software or
         ASPeN Services. Collateral may be LanVision Collateral or IDX
         Collateral.

 2.11 "Confidential Information": as to LanVision information, any
         competitively sensitive or business, marketing, or technical
         information disclosed by LanVision to IDX, including, but not limited
         to, the Source Code, the object code of the Software, the
         Documentation, design and development level documentation, and similar
         technical information pertaining to the Software, and, as to IDX
         information, any software, product, documentation, competitively
         sensitive or business, marketing, or technical information





NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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          belonging to IDX or Customers, and Customer's (or other affiliates or
          clients ) patient or business information. The terms of this Agreement
          shall also be Confidential Information. Notwithstanding the foregoing,
          Confidential Information does not include information (a) in the
          rightful possession of the recipient at the time of its initial
          disclosure; or (b) disclosed as a matter of right and without
          obligation of confidentiality to the recipient by a third party; or
          (c) in the public domain or that enters the public domain other than
          by the unauthorized acts of any person; or (d) required by law, rule,
          or regulation to be disclosed, but only for the limited purpose of
          such legal requirement, provided the owner of the information is given
          a reasonable opportunity to contest the disclosure and/or obtain a
          protective order.

 2.12

 2.13 "Customer": a healthcare provider or other organization that is an end
         user and that enters into a contract with IDX in order to obtain the
         right to use the Software or ASPeN Services for its own internal
         business purposes, or for the benefit of said healthcare provider's or
         other organization's affiliates or clients. A Customer shall not be a
         reseller, ASP or original equipment manufacturer or similar entity.

 2.14 "Data Center": a centralized data center used by LanVision or IDX to
         provide the ASPeN Services.

 2.15 "Disabling Device": Any code, virus, or other device that is intended
         to damage, suspend operation of, or alter the Software or data
         processed by the Software. Devices included in the Software to limit
         use of the Software in accordance with the license terms of this
         Agreement or any EMR Application Software Sublicense Agreement shall
         not be deemed to be Disabling Devices.

 2.16 "Documentation": the technical and operating documentation, in both
         electronic and paper format, or on-line help, including all updates,
         additions, and modifications to such documentation, which describes the
         function and use of the Software or ASPeN Services. Documentation does
         not include Source Code documentation or other design and development
         level documentation.

 2.17 "Effective Date": the date stated in Paragraph 1.1 of this Agreement.






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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 2.18 "EMR Application Software Sublicense Agreement": the EMR Application
         Software Agreement substantially in the form attached as Schedule C,
         Part 1 hereto, as amended from time to time upon the mutual agreement
         of LanVision and IDX, pursuant to which a Customer sublicenses the
         Software from IDX.

 2.19 "Error": any failure of the Software to conform in all material
         respects to the Software's then current Specifications or
         Documentation. However, any nonconformity resulting from (a) a
         modification not approved by LanVision, (b) IDX's or Customer's misuse,
         improper use, or damage of the Software, (c) IDX's or Customer's
         unapproved use of the Software with any third party supplied software
         or equipment that is not "certified" by LanVision, or (d) anything
         other than the Software, shall not be deemed to be an Error. LanVision
         certified hardware and software shall be such third party hardware and
         software that are compatible for use with the LanVision Software. A
         current list of such certified hardware and software is provided in
         Schedule F, which shall be updated by LanVision from time to time.
         LanVision shall promptly provide IDX with written notice of such
         updates as soon as such updates are made.

 2.20 "Error Correction": either (a) a modification to the source code that,
         when made to the Software, brings the Software into material conformity
         with the Specifications or Documentation, or (b) a procedure or routine
         that, when observed in the regular operation of the Software, avoids
         the practical adverse effect of such nonconformity.

 2.21 "First Level Support": (a) providing telephone and/or e-mail support on
         the general use of the Software or ASPeN Services and (b) documenting
         all Error information.

 2.22 "First Live Use": shall mean the date on which data at a Customer site
         is first processed through the Software and used in the operation of
         the end user's facility.

 2.23 "Patient Encounter": a billable ASPeN Services event that occurs as a
         result of a single patient encounter, [CONFIDENTIAL] to the Customer's
         facility.

 2.24 "Releases": shall mean a redistribution of the Software to IDX
         Customers or to the Data Center, containing an aggregation of Updates
         and/or minor functional, operational and/or performance improvements. A
         Release is identified by a change in a number, specifying the unique
         revision state of the Software, which number is to the right of the
         first decimal point (e.g., from V 3.4.11 to V 3.5.0).

 2.25 "Second Level Support": the resolution of Errors that is beyond the
         capabilities of the First Level Support personnel, but does not require
         access to or knowledge of the Source Code. Second Level Support
         includes duplicating reported Errors in a lab environment and




NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
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          analyzing the Error to provide a resolution. In addition to a more in
          depth knowledge of the Software, individuals performing Second Level
          Support must have knowledge of the hardware platform, operating
          system, networking, database, imaging, workflow, and other elements of
          the overall system implementation. Onsite visits may be required in
          the performance of Second Level Support.

 2.26 "Services Rates": the professional services hourly rates as described
         in Schedule D.

 2.27 "Software": the computer software programs listed as Software in
         Schedule A hereto. Software shall include all Updates and Releases.

 2.28 "Software Implementation Activities": shall mean any Software
         implementation or planning activities undertaken by LanVision on behalf
         of a Customer which may include, but is not limited to, any of the
         following implementation tasks: project scope definition, configuration
         analysis, network analysis, interface or integration planning, project
         plan development, project management, pre-installation site assessment
         analysis, training, hardware or software assessment, third parry
         hardware or software ordering, installation or training.

 2.29 "Software License Fees": shall mean the software fees due LanVision
         from IDX for sublicensing the Software. The Software License Fees are
         set forth in Schedule B, Part 1.

 2.30 "Source Code": the source code version of the Software, plus any
         available documentation or materials used to interpret or use the
         source code version of the Software.

 2.31 "Specifications": the functional specifications for the Software as
         prepared and updated by LanVision from time to time.

 2.32 "Support Day" shall consist of 8 cumulative hours of support or
         training activity performed by any designated LanVision representative.

 2.33 "Support Fees" shall mean the fees paid by IDX to LanVision for the
         provision of Third Level Support, Second Level Support, and First Level
         Support as set forth in Section 8.

 2.34 "Third Level Support": the resolution of Errors that requires knowledge
         of the Source Code. Third Level Support includes development of Error
         Corrections, and may include providing advice or direction that allows
         a user of the Software or ASPeN Services to perform a "work-around"
         type of Error Correction itself.






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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 2.35 "Updates": shall mean packages of Software corrections, as well as
         revisions addressing common functional and performance issues, released
         to the Customer or to the Data Center. An Update is identified by a
         change in a number, specifying the unique revision state of the
         Software, which number is to the right of the second decimal point
         (e.g., from V 3.4.11 to V3.4.12).

 2.36 "Versions" shall mean new features packaged as part of existing and/or
         new Software containing substantially new and/or additional functional,
         operational and/or performance improvements. LanVision reserves the
         right to charge an upgrade fee for new Versions of existing Software. A
         Version is identified by a change in a number, specifying the unique
         revision state of the Software, which number is to the left of the
         first decimal point (e.g., from V 3.4.12 to V 4.0.0).

3.       OBJECT AND SCOPE OF AGREEMENT

 3.1  The object of this Agreement is (a) to promote customer recognition of
         the benefits of the use of LanVision's products and services, and (b)
         to define the rights and responsibilities of each party for IDX's
         promotion, marketing, use and sublicense of the Software and providing
         ASPeN Services.

 3.2  Both parties shall work together to establish a cooperative mode of
         operation that promotes the Software and ASPeN Services.









NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.
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4.       RIGHTS

 4.1  LanVision hereby grants to IDX, and IDX accepts, subject to the terms
         and conditions set forth in this Agreement, the worldwide,
         non-exclusive, non-transferable right to (i) market the Software or
         ASPeN Services, including without limitation, distribution of LanVision
         Collateral to prospective customers, and (ii) sublicense the Software
         or sublicense or provide ASPeN Services in accordance with Section 4.3
         of this Agreement. IDX shall not market, distribute, or provide the
         Software or ASPeN Services to any existing customer of LanVision that
         has been a customer within the then-current previous three years,
         except with the prior written consent of LanVision. LanVision shall
         identify all such existing or former customers, and will update such
         customer lists quarterly as LanVision acquires new customers. IDX may
         not sublicense the use of the Software or provide ASPeN Services to any
         entity for that entity's use for any purpose not expressly authorized
         by this Agreement.

 4.2  LanVision grants to IDX a royalty-free license for the internal use of
         the Software by IDX solely for purposes of enabling IDX, if elected by
         IDX, to create, market, and license interface and integration
         programming. IDX shall be permitted to make and keep a reasonable
         number of copies of the Software, provided IDX employs secure back-up
         procedures and a secure location, and provided further that IDX shall
         place on such copy any proprietary notice, including, copyright notice,
         requested by LanVision.

 4.3  IDX shall be entitled to sublicense the Software or provide ASPeN
         Services to Customers only pursuant to terms and conditions similar in
         all material respects to those set forth in the EMR Application
         Software Sublicense Agreement or ASPeN Services Agreement contained in
         Schedule C. IDX shall have the right to make modifications to the
         provisions of the EMR Application Software Sublicense Agreement or
         ASPeN Services Agreement to meet a specific Customer's requirements,
         provided such modifications: (a) are not materially inconsistent with
         the terms and conditions of this Agreement; (b) do not increase or
         change any obligations or potential liabilities of LanVision; and (c)
         do not entail a modification of the Source Code (except to the extent
         approved by LanVision or its licensor, as applicable). IDX shall
         provide LanVision with a copy of each signed EMR Application Software
         Sublicense Agreement or ASPeN Services Agreement, which will be
         provided, subject to Section 13.

 4.4  IDX shall not de-compile, disassemble, reverse engineer or decode the
         Software. Except for the rights specifically granted herein, IDX is
         granted no other rights in or to the Software. All copyrights, patents,
         trade secrets, and other intellectual property rights associated with
         the Software and ASPeN Services and any ideas, concepts, techniques,
         inventions, processes, or works of authorship developed or created by
         LanVision or its subcontractors in relation to the Software and ASPeN
         Services shall remain the sole and







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
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         exclusive property of LanVision. However, all copyrights, patents, and
         trade secrets associated with the programming by IDX referred to in
         Section 4.2 and any ideas, concepts, techniques, inventions,
         processes, or works of authorship developed or created by IDX or its
         subcontractors in relation to such programming shall remain the sole
         and exclusive property of IDX. However, IDX grants to LanVision a
         right to use such programming changes for its own internal purposes
         for the term of this Agreement, or as long as necessary for LanVision
         to support Customers, whichever is longer.

 4.5  LanVision authorizes IDX to enter into Maintenance Services Agreements
         with Customers pursuant to Schedule C, as an agent of LanVision. IDX's
         authority to enter into Maintenance Service Agreements and the
         provision of such services by LanVision are described in more detail in
         Section 8.

 4.6  IDX shall be solely responsible for complying with all applicable U.S.
         export and foreign import laws, rules, regulations, ordinances, duties,
         and taxes with respect to its sublicense of the Software or ASPeN
         Services to Customers located outside of the U.S.

4.7      IDX may not and shall not authorize or otherwise permit any Customer to
         distribute, modify or reproduce (other than for its own internal
         purposes and for the benefit of said Customer's affiliates or clients)
         any Software, ASPeN Services, Corrections, Upgrades, or Releases
         thereto.

4.8      IDX may market and distribute the Software or ASPeN Services on a
         private label basis, i.e., under one or more trade names, trademarks,
         or service marks selected by IDX. IDX may not use a trade name,
         trademark, or service mark owned by LanVision without the prior written
         consent of LanVision. At IDX's request, LanVision shall provide private
         labeling services [CONFIDENTIAL] at LanVision's then-current Services
         Rates. LanVision's Services Rates in effect as of the Effective Date
         are set forth in Schedule D.


5.       LANVISION'S RESPONSIBILITIES

 5.1  LanVision shall, at no charge to IDX, provide IDX with a reasonable
         number of copies of LanVision Collateral customarily provided to
         LanVision customers concerning the Software or ASPeN Services, which
         IDX may distribute to prospective customers.

 5.2  LanVision shall, at no charge to IDX, provide IDX with the number of
         copies of the Software necessary to enable IDX to provide
         demonstrations of the Software and the ASPeN Services to prospective
         customers.








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EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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 5.3  LanVision shall issue a mutually agreed upon joint press release
         announcing the relationship covered by this Agreement within fourteen
         days of executing this Agreement.

 5.4  LanVision shall add IDX to LanVision's published partner list, and add
         Customers to LanVision's published customer list, unless a Customer
         does not authorize IDX to publish Customer as an IDX or LanVision
         customer.

 5.5  LanVision shall provide First Level Support, Second Level Support and
         Third Level Support to those Customers who have entered into
         Maintenance Services Agreements, as described in Section 8 in
         consideration of the payments described in Section 8.2.

 5.6  LanVision shall provide marketing and sales assistance to IDX. As
         mutually agreed upon, LanVision shall provide any billable services at
         its then current published Services Rates as indicated in Schedule D as
         new Software or ASPeN Services are delivered to IDX. In addition, as
         mutually agreed upon, IDX will reimburse LanVision for reasonable
         travel and living expenses incurred by LanVision in the course of
         providing this marketing and sales assistance.

 5.7  LanVision will identify in Schedule A any distinguishing marks or
         proprietary notices that must accompany the Software or ASPeN Services
         and Documentation when distributed to Customers.

 5.8  LanVision will provide to IDX Documentation material in
         machine-readable form such that IDX may adapt and include the
         Documentation in IDX's softcopy library (for CD-ROM distribution to
         Customers). LanVision will provide IDX with updated Documentation as
         soon as such updated Documentation is made available to LanVision's
         customers.

 5.9  LanVision will provide up to [CONFIDENTIAL] Support Days of technical
         support, sales support or training support to IDX at [CONFIDENTIAL]
         within the first twelve (12) months from the Effective Date of this
         Agreement, to enable IDX to (i) perform product integration, technical
         support, marketing and sales support, and (ii) train IDX trainers to
         teach product integration, technical, marketing or sales support
         functions to other IDX employees. The location, dates and times for
         such activities to be scheduled as mutually agreed to by the parties.

 5.10 LanVision shall also provide [CONFIDENTIAL] Support Day at
         [CONFIDENTIAL] for every [CONFIDENTIAL] in Application Software Fees
         paid to LanVision by IDX.

 5.11 As mutually agreed upon, IDX will reimburse LanVision for reasonable
         travel and living expenses incurred by LanVision in the course of
         providing support services and other







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EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


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         assistance to IDX as provided for in this Section 5. LanVision shall
         provide any additional training requested by IDX in excess of training
         specified in this Section 5 at the then-current LanVision Services
         Rates. If IDX requests that training occur at other than LanVision's
         facilities, as mutually agreed upon, IDX shall reimburse LanVision for
         reasonable travel and living expenses.

 5.12 At IDX's request, LanVision will perform Application Administration
         Services for ASPeN Services provided out of a potential future IDX Data
         Center for rates defined in Schedule D. IDX shall pay for the cost of
         the [CONFIDENTIAL] required for LanVision to provide the Application
         Administration Services remotely from LanVision facilities.

 5.13 Should IDX choose to provide ASPeN Services via an IDX Data Center,
         then at IDX's request, LanVision shall provide IDX Data Center setup
         assistance, installation and implementation services, training,
         integration and image enabling services, upgrade services, and other
         consulting services to IDX [CONFIDENTIAL] at LanVision's then-current
         Services Rates. LanVision's rates in effect as of the Effective Date
         are set forth in Schedule D.

 5.14 New Updates, Releases, and Versions of the Software distributed
         generally to users of the Software shall be provided at no charge to
         IDX for its own internal use.

 5.15 LanVision shall cooperate with and assist IDX as reasonably necessary
         in order for IDX to respond to Requests for Proposals or Requests for
         Information from prospective customers as such requests relate to the
         Software or ASPeN Services.

 5.16 Except as otherwise provided for in this Section 5, as mutually agreed
         upon, IDX will receive training from LanVision [CONFIDENTIAL] at the
         then-current LanVision Services Rates, listed in Schedule D.

 5.17 Upon request from IDX, LanVision shall provide specifications and
         configuration recommendations necessary for the most current Version of
         the Software and any associated hardware and third party software.

 5.18 Upon request from IDX, LanVision shall execute a Business Associate
         Amendment to this Agreement as required under the Health Insurance
         Portability and Accountability Act of 1996 ("HIPAA").

 5.19 LanVision shall maintain, at its own cost and expense, a policy of
         electronic manufacturers and computer services errors and omissions
         liability insurance with limits of not less than [CONFIDENTIAL] per
         occurrence and [CONFIDENTIAL] in the aggregate for so







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         long as such coverage is reasonably available at commercially
         affordable premiums. LanVision shall provide IDX written notice of any
         termination or significant alteration of such insurance coverage. From
         time to time as reasonably requested by IDX, LanVision shall provide
         IDX with evidence of such coverage in the form of a Certificate of
         Insurance.

 5.20 LanVision shall reimburse IDX [CONFIDENTIAL] previously received by
         LanVision that are [CONFIDENTIAL] due to: [CONFIDENTIAL] .


6.       IDX'S RESPONSIBILITIES

 6.1  IDX shall perform product integration and testing with the assistance
         of LanVision pursuant to the provisions of Section 5.9 of this
         Agreement.

 6.2  IDX shall add LanVision to any IDX published partner list.

 6.3  IDX shall issue a mutually agreed upon joint press release announcing
         the relationship covered by this Agreement within fourteen days of
         executing this Agreement.

 6.4  IDX shall market and promote the Software and ASPeN Services to
         prospective customers.

 6.5  IDX shall provide LanVision, on a quarterly basis, with a list of
         Customers and prospective customers with whom IDX is negotiating to
         provide the Software or ASPeN Services, which will be provided subject
         to the provisions of Section 13.

 6.6  If IDX incorporates information about the Software or ASPeN Services
         and Documentation in IDX's documentation, IDX will identify the
         Software, ASPeN Services and Documentation as being proprietary to
         LanVision, and will include all proprietary markings required by
         LanVision as shown in Schedule A, Section 2.

 6.7  IDX shall have the right to use and/or distribute LanVision's
         Collateral, marketing materials and Documentation related to the
         Software or ASPeN Services as deemed appropriate by IDX. IDX is
         responsible for the creation and delivery of marketing materials to
         prospective customers, including adaptation of LanVision materials,
         associated with any private labeled Software, ASPeN Services and/or
         Documentation.

 6.8  IDX shall contract with Customers for the provision of interface,
         integration, and/or professional services, as appropriate. LanVision
         shall provide installation, training, interface, integration, and/or
         professional services to Customers at the then-current








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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         LanVision Services Rates. LanVision's rates in effect as of the
         Effective Date are set forth in Schedule D.

 6.9  IDX shall be solely responsible to conduct, at its expense, all alpha
         testing and beta testing of the interface and integration programming
         created by IDX pursuant to Section 4.2.


7.       MUTUAL RESPONSIBILITIES

 7.1  LanVision and IDX shall perform additional responsibilities to be added
         by mutual agreement to this Agreement from time to time (such
         additional responsibilities shall be specified in an amendment to this
         Agreement and executed by both parties).

 7.2  Any promotional material in the form of printed brochures,
         advertisements, press announcements, slide presentations, and other
         forms which are prepared by LanVision or IDX but which specifically
         promote or describe the other party's products or services will be
         based upon the technical descriptions prepared by the other party and
         the other party's trademark guidelines. However, printed brochures,
         advertisements and press announcements shall be subject to the other
         party's approval.

 7.3  In the event LanVision or IDX generates press announcements that
         specifically promote or describe the other party, sales or significant
         milestones by the other party, or the relationship created by this
         Agreement, the generating party will notify the other party of the
         anticipated press announcement, and will provide a copy of the press
         announcement to the other party for the other party's review and
         comment prior to release of the press announcement. Neither LanVision
         nor IDX shall issue any such press release or make any public statement
         about the other party, without the prior written consent of the other
         party, except to the extent that may be required by law, rule, or
         regulation.

 7.4  The parties shall perform their obligations under this Agreement in a
         manner that will preserve and protect the good business reputation of
         each. As a part of this commitment, each party shall represent the
         other's products, services, and company to third parties in an accurate
         and commercially favorable manner. The obligations under this Paragraph
         7.4 shall survive termination of this Agreement. Each party
         acknowledges that a breach of its obligations under this Paragraph 7.4
         may cause irreparable harm to the other party for which monetary
         damages may be inadequate. Each party will be entitled to seek
         injunctive relief for any such breaches, threatened or actual, in
         addition to exercising any other remedies at law or equity.








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CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

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 7.5  The parties shall meet at least quarterly, or as otherwise agreed, to
         review marketing, sales and integration efforts under this Agreement,
         to analyze and determine proper procedures to ensure the successful
         marketing and promotion of the Software and ASPeN Services, and to
         review IDX's forecast of estimated Software and/or ASPeN Services
         sales. Such meetings may be in person or by telephone and shall be held
         at mutually agreeable times and locations. The parties may participate
         in joint marketing programs and presentations, including trade shows,
         industry events, and targeted sales calls, as may be agreed by the
         parties.

 7.6  Notwithstanding anything to the contrary in this Agreement, LanVision,
         IDX and their affiliates shall, in accordance with their respective
         legal obligations, including but not limited to filings permitted or
         required by the Securities Act of 1933 and the Securities Exchange Act
         of 1934, NASDAQ and other similar regulatory bodies, make (i) such
         press releases and other public statements and announcements as
         LanVision, IDX or their affiliates deem necessary and appropriate in
         connection with this Agreement and the transactions contemplated
         hereby, and (ii) any and all statements LanVision, IDX, or their
         affiliates deem in their sole judgment to be appropriate in any and all
         filings, prospectuses and other similar documents.


8.       MAINTENANCE, SUPPORT AND IMPLEMENTATION SERVICES

 8.1  It is IDX's desire to utilize LanVision maintenance, support and
         implementation services for the Software. IDX may act to triage support
         calls and identify whether Customer problems are attributable to IDX or
         LanVision products and services. Furthermore, IDX Customers
         dissatisfied with LanVision maintenance, support and implementation
         services may escalate such concerns to IDX.

 8.2  LanVision authorizes IDX, as an agent of LanVision, to execute the end
         user Maintenance Services Agreement in the form attached hereto as
         Schedule C, Part 3 with Customers, thereby binding LanVision to its
         terms and conditions. LanVision authorizes IDX, as an agent of
         LanVision, to collect payment of Support Fees from Customers and to
         remit to LanVision the net amount due to LanVision as follows: IDX
         shall pay LanVision [CONFIDENTIAL] of the then current Base Fee, per
         Customer, for First-Level, Second-Level and Third-Level Support.
         LanVision shall have the right to increase Support Fees [CONFIDENTIAL].
         As to each Customer, applicable Support Fees will commence upon
         [CONFIDENTIAL], whichever is first, and will be reported and paid
         [CONFIDENTIAL] in advance, unless a particular Customer contracts with
         IDX (as an agent of LanVision) for such Support Fees to be paid
         [CONFIDENTIAL], in which case, IDX shall pay LanVision [CONFIDENTIAL]
         in advance. Any support services








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

         provided by LanVision in addition to support services covered by
         annual Support Fees, shall be billed to Customers by LanVision
         directly. However, if Customer's Support Fees increase due to an
         expansion of Customer's usage or license quantities authorized by IDX,
         as described in Section 8.2 of the EMR Application Software Sublicense
         Agreement, IDX shall bill and be responsible for collection of
         additional Support Fees. In addition, if a Customer purchases from IDX
         additional hardware or third party software and such additional
         purchases result in additional support fees to be charged to said
         Customer, IDX shall bill and be responsible for collection of such
         additional support fees.

 8.3  LanVision shall provide First Level Support, Second Level Support and
         Third Level Support for the Software or ASPeN Services directly to IDX
         Customers who have entered into a Maintenance Services Agreement or
         ASPeN Services Agreement, whichever is applicable. Such Support
         Services shall be performed with a level of responsiveness no less
         favorable to Customers than that described in Schedule E (Technical
         Severity and Client Priority Descriptions). IDX shall be solely
         responsible for the support and maintenance of any IDX product
         offering. LanVision shall serve as the point of contact for Customers
         regarding the Software or ASPeN Services maintenance and support, and
         shall provide all call center operations for Customers.


 8.4  Unless otherwise agreed to in writing between IDX and LanVision,
         LanVision shall contract directly with Customers for implementation
         services.

 8.5  At IDX's request, LanVision will assist in moving the Data Center
         operations for IDX Customers and the hosting of the application in
         IDX's Data Center, upon mutually agreed upon terms and conditions, to
         be determined at that time. At that time, IDX shall acquire, fund,
         implement and maintain facilities, equipment, and software (including
         third party hardware and software needed to operate and support the
         Software) collectively making up the Data Center, as necessary to
         enable IDX to deliver ASPeN Services to its Customers. IDX shall
         develop and follow standard operating, employee training/certification,
         and quality control procedures that shall be designed to ensure that
         ASPeN Services are of high quality, reliable, and consistent with then
         current LanVision provided ASPeN Services. In the interim, LanVision
         shall provide services to IDX through the LanVision ASPeN Data Center
         to allow IDX to provide ASPeN Services to its Customers. Based on
         location and management of the Data Center used for the delivery of
         ASPeN Services, ASPeN Services Fees to LanVision will vary as defined
         in Schedule B, Part 2, Sections 1 and 2.







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

 8.6  To the extent that LanVision, or its successor, fails to provide
         maintenance, support and implementation services in accordance with
         this Section 8 of the Agreement, then such failure shall be considered
         a LanVision default pursuant to Section 16.3 and, subject to the cure
         period, shall cause Source Code release to IDX as described in Section
         18.


9.       APPLICATION SOFTWARE FEES AND PAYMENT

IDX shall pay LanVision Application Software Fees in accordance with the terms
set forth on Schedule B. The fees for all other services provided by LanVision
to IDX are on a [CONFIDENTIAL] at LanVision's then current Services Rates,
unless otherwise specified in this Agreement. LanVision's Services Rates in
effect as of the Effective Date are set forth in Schedule D.

 9.1  Software License Fees - perpetual licenses through EMR Software
         Application Sublicense Agreement

         For each perpetual sublicense of the Software granted by IDX to a
         Customer through an EMR Application Software Sublicense Agreement, IDX
         shall pay to LanVision the associated Application Software Fees as
         indicated in Schedule B, Part 1. Application Software Fees due
         LanVision for Software sublicenses contracted by IDX on a perpetual
         basis shall be reported to LanVision within thirty (30) days and due
         and payable to LanVision within forty-five (45) days after the end of
         the calendar month in which the applicable milestone occurs, as
         follows:


[CONFIDENTIAL]

 9.2  CodingANYware License Fees - term sublicenses through term
         codingANYware software sublicense agreement. The parties shall mutually
         agree upon the form of the codingANYware software sublicense agreement
         applicable to the LanVision codingANYware software within ninety (90)
         days of the Effective Date and attach such agreement to Schedule C,
         Part 2.

















NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>
For each term sublicense of the codingANYware Software executed by IDX for a
Customer, IDX shall pay to LanVision the associated Application Software Fees on
a monthly basis, in arrears, as indicated in Schedule B, Part 1, Section 2.
Application Software Fees are due and payable to LanVision within thirty (30)
days after the end of the applicable month.


 9.3  ASPeN Services Fees - ASPeN Services Through ASPeN Services Agreements


For each ASPeN Services Agreement executed by IDX for a Customer, IDX shall
report and pay to LanVision the associated ASPeN Services Fees on a monthly
basis, in arrears, as indicated in Schedule B, Part 2. ASPeN Services Fees are
due and payable to LanVision within thirty (30) days after the end of the
applicable month.

 9.4  IDX shall provide LanVision with a summary report that lists the
         Application Software Fees due LanVision for each Customer that
         identifies the Customer's name, contract date, type of contract
         (Software perpetual sublicense, term sublicense or ASPeN Services Fees)
         and the appropriate Application Software Fees owed. The Application
         Software Fees report shall be sent to LanVision within thirty (30) days
         after the end of the quarter in which the Application Software Fees
         payment milestones listed in Section 9.1, 9.2, or 9.3 occurs.

 9.5  LanVision will provide First Level Support, Second Level Support
         (excluding any hardware and third party software installed at the
         Customer site) and Third Level Support for the Software as described in
         Section 8 for all ASPeN Services as a part of the ASPeN Services Fees.

 9.6  No more than [CONFIDENTIAL], LanVision reserves the right to change the
         Application Software Fees (Schedule B), or Services Rates (Schedule D)
         upon 60 day's prior written notice to IDX. For any given
         [CONFIDENTIAL], the Application Software Fees or Services Rates may not
         be increased [CONFIDENTIAL]. However, upon a change in the Application
         Software Fees or Services Rates, LanVision will honor all documented
         outstanding quotes to potential customers for a period of 90 days.








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

 9.7  IDX shall pay when due or, if necessary, reimburse LanVision for all
         sales, use, property, excise, and other similar taxes, including
         penalties and interest arising from IDX's failure to pay such taxes
         timely, in connection with the products and services provided by
         LanVision under this Agreement, exclusive of taxes based on LanVision's
         net income or corporate franchise. If IDX has tax-exempt status, it
         shall supply LanVision with its tax-exempt certificate and/or number as
         necessary. Taxes are due as assessed.

 9.8  IDX shall pay all amounts due, except those disputed in good faith,
         under this Agreement, or upon receipt of an invoice. IDX shall pay a
         monthly service charge of [CONFIDENTIAL] on all such amounts not paid
         within 30 days of the due date.

10.      AUDIT

 10.1 During the term of this Agreement, IDX shall maintain complete and
         correct financial and business records regarding the marketing,
         distribution, sublicensing and support of the Software or ASPeN
         Services to Customers. At any time during the term of this Agreement
         and for a period of 12 months thereafter, LanVision shall have the
         right to audit the relevant portions of IDX's financial and business
         records to verify compliance with this Agreement. Such audits shall
         take place upon reasonable request during regular business hours in a
         manner to minimize the disruption to IDX's operations. If an audit
         shows that IDX has underpaid Application Software Fees to LanVision,
         IDX shall immediately pay LanVision the amount of the deficiency.
         Similarly, if the audit shows that IDX overpaid LanVision, LanVision
         shall immediately reimburse IDX for the excess payment. If an audit
         shows that IDX has underpaid Application Software Fees to LanVision by
         more than 10%, IDX shall reimburse LanVision for the cost of the audit,
         as well as any retroactive fees due LanVision.

 10.2 In the event that the ASPeN Services are provided through an IDX Data
         Center, IDX will provide LanVision with monthly remote dial up access
         to the IDX database server via modem or other secure remote access
         device in order for LanVision to audit the LanVision database Patient
         Encounters pursuant to the provisions of Section 10.1 and Schedule B.
         The audit must be performed in a manner that minimizes the impact on
         IDX's operations and/or customer service activities.

11.      WARRANTIES

 11.1 LanVision represents and warrants that LanVision has full power and
         authority to enter into this Agreement and has sufficient right, title,
         and interest in the Software, ASPeN Services and LanVision Collateral
         to make the grant and the commitments made in this








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

         Agreement, and shall not make, or has not made, any commitments to
         others inconsistent with this Agreement.

 11.2 FUNCTIONAL PERFORMANCE

         LanVision warrants, for a period of [CONFIDENTIAL] from the date of
         installation, that the Software, when properly installed, operated with
         the equipment configuration and in the operating environment specified
         by LanVision, and used in accordance with the Software's Documentation,
         will conform in all material respects to the most current
         Documentation. As LanVision's sole responsibility and IDX's exclusive
         remedy, in the event of any breach of this warranty, LanVision shall
         repair or replace the item so that it conforms as required, or, if
         unable to do that, shall [CONFIDENTIAL].

11.3     SERVICES

         LanVision warrants that all services that it performs hereunder will be
         of professional quality conforming to generally accepted industry
         standards. As LanVision's sole responsibility and IDX's exclusive
         remedy in the event of any material failure to meet such standard,
         LanVision shall re-perform the non-conforming services at no charge and
         at the level warranted above.

11.4     HIPAA

         LanVision covenants that its generally available Software will comply
         with all final regulations promulgated under HIPAA on or prior to the
         applicable compliance dates.

11.5     NO DISABLING DEVICES

         LanVision warrants that the Software shall contain no Disabling Device.
         As LanVision's sole responsibility and IDX's exclusive remedy, in the
         event of any breach of this warranty, LanVision shall repair or replace
         the item so that it conforms as required.

11.6     NO CLAIMS

         LanVision represents and warrants that it is not a party to or
         recipient of any claim, lawsuit, litigation, or other legal matter that
         would prevent, prohibit, or delay LanVision from performing its duties
         under this Agreement or any end user Maintenance Services Agreement
         with Customers.






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


11.7     WARRANTIES TO CUSTOMERS

         LanVision authorizes IDX to pass through the foregoing warranties to
         Customers who sublicense the Software from IDX in accordance with
         Schedule C.


11.8     DUE TO THE NATURE OF COMPUTER SOFTWARE PROGRAMS, LANVISION DOES NOT
         WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE ENTIRELY ERROR FREE.
         EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, LANVISION MAKES NO OTHER
         WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, CONCERNING THE ASPeN SERVICES AND THE SOFTWARE, INCLUDING ALL
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.9     IDX represents and warrants that IDX has full power and authority to
         enter into this Agreement and has sufficient right, title, and interest
         in IDX's product offering that includes the Software or ASPeN Services
         and IDX Collateral to make commitments made in this Agreement, and
         shall not make any commitments to others inconsistent with this
         Agreement.

11.10     EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IDX MAKES NO OTHER
         WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, CONCERNING IDX PRODUCT OFFERING, INCLUDING ALL WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.11     Neither party has authority to make any warranty or representation
         concerning the other's products or services that exceeds the warranties
         or representations the other party has authorized in writing. Any
         warranty or representation given by either party to any third party
         shall be the sole responsibility of that party. The other party shall
         have no liability for the granting party's failure to honor such
         warranty or representation, unless otherwise agreed to in writing.


12.       INDEMNITIES AND LIABILITIES

 12.1  LanVision shall indemnify and hold IDX harmless from any and all
         liabilities, damages, costs, including reasonable attorney fees
         (collectively, "Damages") arising from third party claims sustained by
         IDX due to LanVision's breach of its representations,






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

         warranties and/or obligations under this Agreement or due to
         LanVision's products or services. IDX shall indemnify and hold
         LanVision harmless from any and all Damages arising from third party
         claims sustained by LanVision due to IDX's breach of its
         representations, warranties and/or obligations under this Agreement. To
         obtain such indemnification, the party to be indemnified must promptly
         notify the indemnifying party in writing of the liability claim, and
         give the indemnifying party all necessary information, reasonable
         cooperation, and the exclusive authority to evaluate, defend, and/or
         settle the claim.

 12.2  If IDX receives a claim that the Software or ASPeN Services infringes a
         patent, copyright, or other intellectual property right, IDX shall
         promptly notify LanVision in writing of all details associated with the
         claim, and will give LanVision all necessary information and assistance
         and the exclusive authority to evaluate, defend, and/or settle such
         claim. Provided such timely notice, assistance, and authority have been
         given by IDX, LanVision (and/or its licensor) shall defend, at its own
         expense, such claim and will indemnify and hold IDX harmless from all
         damages and expenses, including court costs and reasonable attorney
         fees, incurred or awarded as a result of the claim. If, as a result of
         the infringement claim, IDX is enjoined from using the Software or
         ASPeN Services, LanVision (and/or its licensor) will, at its option,
         (a) procure for IDX the right to use or sublicense the Software, (b)
         replace or modify the Software, at no cost to IDX or its Customers, to
         perform the same or substantially the same functions in a manner so as
         to avoid infringement, or (c) if unable to do either of the foregoing
         after expending all reasonable efforts, remove the Software
         [CONFIDENTIAL]. The foregoing indemnity will not apply to infringement
         caused by programming made to the specification or design of IDX, IDX's
         modification of the Software, or IDX's use of the Software in
         combination with anything not authorized by LanVision, unless LanVision
         agrees to the specifications and design of the modification in advance.
         The limitation set forth in the last sentence of Section 12.3 below
         shall not apply to infringement claims under this Section 12.2. This
         Section 12.2 states LanVision's entire obligation and liability with
         respect to any infringement claim.







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

 12.3  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
         INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING
         WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR PROFITS, EVEN IF THE
         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE,
         IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT TO THE
         OTHER PARTY EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY IDX TO
         LANVISION UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL NOT
         APPLY TO ANY LIABILITY OF LANVISION ARISING OUT OF SECTION 12.2 ABOVE.

 12.4  The obligations under Section 7.4, Section 8, Section 9, this Section
         12, Section 13 and 15.1.7 shall survive termination of this Agreement.

13.      PROPRIETARY RIGHTS AND CONFIDENTIALITY

 13.1  Neither LanVision nor IDX shall use or disclose to any person the
         other's Confidential Information, except upon the other's written
         authorization and except for purposes in accordance with this
         Agreement. Any disclosure of the other's Confidential Information to
         IDX's agents, employees, or subcontractors by IDX or to LanVision's
         agents, employees, or subcontractors by LanVision shall be made only in
         the normal course of business, on a need-to-know basis within the scope
         and purpose of this Agreement, and under written agreements requiring
         such agents, employees, and subcontractors to treat all Confidential
         Information as strictly confidential as required by this Agreement.
         Neither LanVision nor IDX shall make copies of any materials containing
         the other's Confidential Information, except as authorized by this
         Agreement or otherwise in writing by the other.

 13.2  Each party shall be permitted to disclose the other's Confidential
         Information to the extent that the party is required by law to disclose
         such Confidential Information, provided the party so required gives the
         other party a reasonable opportunity to contest the disclosure and/or
         obtain a protective order.

 13.3  IDX shall not distribute or otherwise transfer in any way the Software,
         ASPeN Services or Documentation, except as provided in this Agreement.
         IDX shall not decompile or otherwise reverse engineer or decode the
         Software. IDX shall not disclose the results of any benchmark tests run
         on the Software or ASPeN Services without the prior written consent of
         LanVision.

 13.4  The Software, ASPeN Services and Documentation and all copies,
         versions, and derivative works of the Software, ASPeN Services and
         Documentation made by or on behalf of IDX are and shall remain the sole
         property of LanVision or its licensors. IDX shall, as






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

         applicable, put LanVision's proprietary notice on all such copies, in
         whole or in part and in any form, made by IDX. The current form of
         LanVision's proprietary notice is set forth in Schedule A.

 13.5  The obligations under this Section 13 shall survive termination of this
         Agreement. Each party acknowledges that a breach of its obligations
         under this Section 13 may cause irreparable harm to the other party
         and/or its licensors for which monetary damages may be inadequate. Each
         party and/or its licensors will be entitled to seek injunctive relief
         for any such breaches, threatened or actual, in addition to exercising
         any other remedies at law or equity.

14.       DISPUTE RESOLUTION

 14.1  In the event that a dispute arises between IDX and LanVision that
         cannot be resolved in the normal course, the following dispute
         resolution procedures shall be followed:

         14.1.1   If in the opinion of either party, the other party has failed
                  to resolve a reported problem or issue or to comply with the
                  requirements of the Agreement, or to perform its obligations
                  in a satisfactory manner, then this dispute resolution
                  procedure shall be invoked prior to either party availing
                  itself of any legal or equitable remedies against the other
                  party.

         14.1.2   The following table lists the levels of escalation, the
                  duration within a level, and the associated personnel at each
                  level. In the event that a problem has not been resolved or a
                  corrective plan of action has not been mutually agreed upon
                  within the specified duration, either party may choose to
                  escalate the problem or issue to the next level.








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

<TABLE>
<CAPTION>
           ----------------------------------------------------------------------------------------------------------

<S>                                   <C>                        <C>                     <C>
           ESCALATION LEVEL           CALENDAR DAYS              LANVISION               IDX
           -------------------------- -------------------------- ----------------------- ----------------------------

           1                          [CONFIDENTIAL]             CHANNEL                 BUSINESS DEVELOPMENT
                                                                 MANAGER                 MANAGER
           -------------------------- -------------------------- ----------------------- ----------------------------

           2                          [CONFIDENTIAL]             EVP SALES AND           DIRECTOR  BUSINESS
                                                                 SERVICES                DEVELOPMENT
           -------------------------- -------------------------- ----------------------- ----------------------------

           3                          [CONFIDENTIAL]             PRESIDENT & CEO         PRESIDENT, ISD
           -------------------------- -------------------------- ----------------------- ----------------------------

           4                          [CONFIDENTIAL]             NON-BINDING MEDIATION   NON-BINDING MEDIATION
           ----------------------------------------------------------------------------------------------------------
</TABLE>

 14.1  This dispute resolution process may occur concurrently with the
         exercise of other rights and remedies available under this Agreement.
         This provision shall not apply to claims for equitable relief (e.g.,
         injunction to prevent disclosure of confidential information).

15.      MEDIATION

 15.1  Any controversy or claim arising out of or relating in any way to this
         Agreement, or the breach thereof, which has not been resolved pursuant
         to the dispute resolution procedure set forth in Section 14 shall be
         submitted for non-binding mediation. The parties further agree as
         follows:

         15.1.1   That once either party has submitted a written request for
                  mediation to the CPR Institution for Dispute Resolution, a
                  nonprofit organization located at 366 Madison Avenue, New
                  York, New York 10017-3122, the parties shall choose a mediator
                  from a list provided by the CPR Institution of individuals
                  knowledgeable and experienced in the area of computer
                  information systems that are designed for processing
                  healthcare data. Within ten days of receipt of such a list,
                  each party shall notify the CPR Institution which individuals
                  listed are acceptable as mediators. The CPR Institution shall
                  choose the mediator from the listed individuals, which both
                  parties found acceptable. If the parties are unable to choose
                  a mutually acceptable mediator in this manner, the CPR
                  Institution shall then promptly choose the mediator.

         15.1.2   The mediation must include all parties and claims involving
                  common questions of







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CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
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<PAGE>

                  fact or law whose presence is required to resolve the dispute.

         15.1.3   The mediator shall be instructed to conduct the proceedings
                  and render a recommendation in the shortest reasonable time;

         15.1.4   This mediation provision shall not apply to any claim for
                  equitable relief (e.g. an injunction to stop copyright
                  infringement), which any party has relating to this Agreement.

         15.1.5   If the parties so agree, they may exchange with each other
                  memoranda submitted to the mediator setting forth their
                  respective positions with regard to the issues that need to be
                  resolved.

         15.1.6   The mediator may retain an expert or consultant only with the
                  express agreement of the parties upon terms, conditions and
                  fees agreed upon by the parties.

         15.1.7   That information and documents not otherwise in the public
                  domain that are used at or in connection with the mediation
                  shall not be disclosed to third parties by the mediator or the
                  parties without the prior written consent of both parties.
                  Neither the fact that the mediation occurred nor the result of
                  the mediation shall be admissible in evidence in a subsequent
                  proceeding brought on the same claims that were presented at
                  the mediation. This Section 15 shall survive termination of
                  the Agreement.


16.      TERM AND TERMINATION

 16.1  This Agreement shall commence on the Effective Date and shall continue
         for an initial term of five years. Thereafter, this Agreement shall
         automatically renew for successive renewal terms of one year each,
         unless and until this Agreement is terminated in accordance with this
         Agreement.

 16.2  At the end of the initial term or any renewal term, IDX may terminate
         this Agreement upon 90 days' prior written notice to LanVision, subject
         to the continuation of the rights and obligations pursuant to Paragraph
         16.5 below. At least 120 days prior to the end of the initial term or
         any renewal term, LanVision may provide written notice to IDX of any
         changes to this Agreement that will apply to the following annual
         renewal term, if any. Such changes shall be consistent with the terms
         and conditions that LanVision includes in agreements with other
         resellers of similar types and quantities of LanVision Software.







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CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

 16.3  Failure by either party to comply with any material term or condition
         of this Agreement shall constitute default. The non-defaulting party
         shall be entitled to give written notice to the defaulting party
         requiring it to cure the default. The notice shall include a detailed
         description of the act or omission that constitutes default. If the
         default relates to nonpayment of fees, the defaulting party has 30 days
         after receipt of the notification to cure the default. If the
         defaulting party has not cured any other default within 120 days after
         receipt of the notice, the non-defaulting party may terminate this
         Agreement by giving written notice to take effect upon receipt. The
         right to cure a default shall not apply to defaults that, by their
         nature, cannot be effectively cured (e.g., a breach of the obligations
         of Section 13 above). The right to terminate this Agreement is in
         addition to any other rights and remedies provided under this Agreement
         or otherwise under law.

 16.4  Notwithstanding any provision to the contrary hereunder, this Agreement
         may be terminated by written notice of LanVision to IDX, or by IDX to
         LanVision, if any court of competent jurisdiction shall have issued an
         order, decree or ruling or taken any other action restraining,
         enjoining or otherwise prohibiting the transactions contemplated by
         this Agreement.

 16.5  Upon the termination of this Agreement, all of the rights and
         obligations of the parties under this Agreement shall remain in full
         force and effect to the extent reasonably necessary to satisfy the then
         outstanding obligations that IDX has to Customers existing as of the
         date of termination; provided, however, that IDX continues to pay the
         Application Software Fees and maintenance and Support Fees to LanVision
         in accordance with Schedule B and Section 8. However, all sublicenses
         to Customers granted by IDX shall continue in full force and effect
         pursuant to said Customers' sublicenses.

 16.6  In the even that this Agreement is terminated for any reason
         whatsoever, LanVision will honor all then current Customer Maintenance
         Services Agreements.


17.      INDEPENDENT CONTRACTOR
         LanVision and IDX shall be and shall remain independent contractors.
         Nothing in this Agreement shall be deemed to constitute the parties as
         partners, and neither party shall have any authority to act, or attempt
         to act, or represent itself, directly or by implication, as an agent of
         the other or in any manner assume or create, or attempt to assume or
         create, any obligation on behalf of or in the name of the other, nor
         shall either be deemed the agent or employee of the other, except as
         otherwise specified in this Agreement.








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

18.      SOFTWARE ESCROW

 18.1  LanVision shall own or otherwise have rights in the Software and all
         Software programming changes made by IDX or LanVision. Source Code for
         the Software, including without limitation all associated technical
         documentation and source code cross reference materials, shall be
         placed into escrow pursuant to the provisions of LanVision's current
         Source Code escrow agreement, that includes Source Code release
         provisions as described in Sections 18.1.1, 18.1.2 and 18.2 below. The
         Source Code shall be released to IDX by the escrow agent in the event
         any of the following events occur:

         18.1.1  LanVision ceases to conduct business through liquidation or
                 forced disillusionment, voluntary or involuntary liquidation
                 under the United States Bankruptcy Code.

         18.1.2  LanVision has committed an act of default under this Agreement
                 and fails to cure the default pursuant to Section 16.3,
                 provided access to the Source Code is required to cure the
                 underlying default.

 18.2  Software Source Code obtained by IDX under this Section shall be
         returned to LanVision when all of IDX's rights to the Software
         terminate. All such Source Code shall be treated by IDX as LanVision
         Confidential Information as provided in Section 13. IDX's rights to use
         Source Code shall be solely limited to accomplish the delivery,
         installation, support, development, and modification of Software to
         meet the needs of IDX's then existing Customers.

19.      MISCELLANEOUS

 19.1  Nonsolicitation. Each party shall refrain from soliciting for
         employment any employee of the other until 12 months have elapsed
         following termination of this Agreement, or until 12 months have
         elapsed following termination of the employment of the employee,
         whichever occurs first. Participation in job fairs, publishing general
         job postings or advertisements, etc. shall not be considered
         "solicitation" for purposes of this section.

 19.2  Assignment. Neither party may assign or otherwise transfer this
         Agreement or any rights or obligations under this Agreement to any
         third party without the prior written consent of the other party,
         except that this Agreement may be transferred to a successor to all or
         substantially all of the assets and business or equity of the
         transferring party or to an affiliate of such party as determined in
         Securities Exchange Act of 1934. Consent shall






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>

         not be unreasonably withheld. Subject to the restriction on transfer
         set forth in this Section 19.2, this Agreement shall be binding upon
         and shall inure to the benefit of the parties' successors and assigns.

 19.3  Waiver. The failure of either party to act upon any right, remedy, or
         breach of this Agreement shall not constitute a waiver of that or any
         other right, remedy, or breach. No waiver shall be effective unless
         made in writing and signed by an authorized representative of the
         waiving party.

 19.4  Notices. Unless provided otherwise in this Agreement, any notice
         required or permitted under this Agreement shall be personally
         delivered, or sent by telefax, courier, express or overnight delivery
         service, or by certified mail, postage prepaid, return receipt
         requested, to the following address:

If to LanVision:           LanVision, Inc.
                           5481 Creek Road
                           Cincinnati, OH 45242
                           Attention: J. Brian Patsy, Chief Executive Officer
                           Telefax: (513) 794-7272

If to IDX:                 IDX Information Systems Corporation
                           1001 4th Avenue Plaza, Suite 1500
                           Seattle, WA  98154
                           Attention: President, ISD
                           Telefax: (206) 622-9951

                           With a copy to:
                           Vice President and General Counsel
                           IDX Information Systems Corporation
                           40 IDX Drive
                           P.O. Box 1070
                           Burlington, VT 05402-1070
                           Telefax:  (802) 862-6351

                  or to such other address as shall be advised by any party
                  to the other in writing. Notices shall be effective as of
                  the date of receipt.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

 19.5  Governing Law. This Agreement and any claim arising out of this
         Agreement shall be governed by and construed in accordance with the
         laws of the State of Ohio, excluding its conflict of laws principles.

 19.6  Provisions Severable. The provisions of this Agreement are severable.
         If any provision is held to be invalid, unenforceable, or void, the
         remaining provisions shall not as a result be invalidated.

 19.7  Entire Agreement. This Agreement constitutes the entire agreement and
         understanding between the parties relating to the object and scope of
         this Agreement. Any representation, statement, or warranty not
         expressly contained in this Agreement shall not be enforceable by the
         parties. This Agreement may not be amended except by a writing that
         specifically references this Agreement and is signed by authorized
         representatives of the parties.


<TABLE>
<CAPTION>
LANVISION, INC.                                              IDX INFORMATION SYSTEMS CORPORATION

<S>                                                          <C>
                  /s/ J. Brian Patsy                                         /s/ Michael E. Raymer
By:                                                          By:
      -------------------------------------------------            -------------------------------------------------
                     (Signature)                                                  (Signature)

                    J. Brian Patsy                                             Michael E. Raymer
-------------------------------------------------------      -------------------------------------------------------
               (Name Typed or Printed)                                      (Name Typed or Printed)

               Chief Executive Officer                                        Vice President, ISD
-------------------------------------------------------      -------------------------------------------------------
                       (Title)                                                      (Title)
</TABLE>

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


                                   SCHEDULE A


                               LANVISION SOFTWARE

1.       The Software existing on the date of this Agreement is as follows:

                  ELECTRONIC MEDICAL RECORD (EMR) SOFTWARE TO INCLUDE:
                  MICROVISION (VIEWER) VERSION 4.01
                  FOUNDATION SUITE VERSION 4.01
                  DOCUMENT CAPTURE SOFTWARE TO INCLUDE:
                           SCAN32 VERSION 2.01
                           DOC MODIFY VERSION 4.01
                  SYSTEM ADMINISTRATION VERSION 4.05
                  ACCESSANYWARE VERSION 1.00
                  CODINGANYWARE (IF AND WHEN AVAILABLE)


         2. The following form of proprietary notice shall be followed when
         including LanVision's proprietary notice in any copies of the Software
         and/or Documentation made by or for IDX:

         (C) [APPLICABLE YEAR] LANVISION, INC.

         ALL RIGHTS RESERVED

         This material contains proprietary and confidential information and is
         protected by copyright and trade secret laws. Unauthorized
         reproduction, distribution, or transfer of this material, or any
         portion of it, is strictly prohibited and may result in civil and
         criminal penalties. Known violators will be prosecuted to the maximum
         extent possible under the law.

         The following are service marks, trademarks or registered trademarks of
         LanVision, Inc.: accessANYware(SM), AccountVision(TM), ASPeN(SM),
         AVremit(TM), AVregister(TM), ChartVision(R), Document Capture
         System(TM), codingANYware(SM), DocModify(TM), Enterprisewide
         Correspondence(TM), Release of Information(TM), LanVision(TM),
         [LanVision Logo](TM), MicroVision(TM), MultiView(TM), OmniVision(TM),
         On-Line Chart Completion(TM), SCAN32(TM), VisionFlow(R) and
         WebView(TM).

         All other trademarks are trademarks or registered trademarks of their
         respective companies.

         DISCLAIMER
         LanVision, Inc. has taken due care in preparing this material. Nothing
         contained in this material alters in any way the terms and conditions
         of the license agreement by which the product was acquired, nor
         increases in any way LanVision's liability to the user. LanVision shall
         not be liable for any incidental, consequential, indirect, or special
         damages in connection with or arising from the







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>
         use of this or any related materials.

         LANVISION, INC.
         5481 Creek Road
         Cincinnati, Ohio 45242
         Phone:  (513) 794-7100
         Fax:  (513) 794-7272
         E-mail:  Webmaster@lanvision.com
         World Wide Web:  http://www.lanvision.com

















NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>




                                   SCHEDULE B

Application Software Fees


PART 1:  ACCESSANYWARE PERPETUAL PER VISIT PRICING  (CUSTOMER FEES PROVIDED IN
ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION)

        a.  IDX shall pay to LanVision a Software License Fee based on the
            Customer list price in ATTACHMENT B-1, LANVISION PRICE BOOK -
            CUSTOMER EDITION, ACCESSANYWARE PERPETUAL PER VISIT CUSTOMER PRICE
            LIST less the discount in ATTACHMENT B-2 - VAR APPLICATION SOFTWARE
            FEES ROYALTY SCHEDULE. In addition, IDX or Customer shall pay
            professional Services Rates at [CONFIDENTIAL] of the rate listed in
            Schedule D.

        b.  The accessANYware perpetual per visit license fees are calculated
            for each instance of accessANYware installed on a server (excluding
            test instances).

        c.  The accessANYware license fees in ATTACHMENT B-1 include: Foundation
            Suite 4.x middleware and the accessANYware viewer.

        d.  Maintenance fees are not included.

        e.  The accessANYware license allows the Customer to install and use the
            software, provided the Customer does not violate the ACCESSANYWARE
            PERPETUAL PER VISIT PRICING terms and conditions.

        f.  The ACCESSANYWARE PERPETUAL PER VISIT PRICING includes one
            [CONFIDENTIAL] for each initial accessANYware order.

        g.  Custom software is not included with the accessANYware license fees.
            Custom software is quoted [CONFIDENTIAL], per specifications
            provided to LanVision by IDX.

        h.  3rd party software such as Oracle database software, Eastman (now
            known as eiStream) workflow software, and Microsoft operating system
            software, et. al. is not included and is the obligation of IDX or
            its Customer to license in adequate quantities from the appropriate
            software vendor. LanVision may








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

        resell, at a reasonable margin, certain 3rd party software licenses to
        IDX or its Customers, upon request.


PRICE LIST EXAMPLE FOR ACCESSANYWARE PERPETUAL PER VISIT PRICING CALCULATION

A Customer who wishes to license a new instance of the accessANYware perpetual
per visit license with [CONFIDENTIAL] will have total perpetual per visit
license fees as follows:

[CONFIDENTIAL] (Tier 2):                                      [CONFIDENTIAL]
[CONFIDENTIAL] (Tier 3):                                      [CONFIDENTIAL]
[CONFIDENTIAL] (Tier 1)                                       [CONFIDENTIAL]
[CONFIDENTIAL] (Tier 2)                                       [CONFIDENTIAL]
                      Subtotal accessANYware License:         [CONFIDENTIAL]

[CONFIDENTIAL]High speed scanning module (Scan32):            [CONFIDENTIAL]
[CONFIDENTIAL]Low speed scanning modules (DocModify):         [CONFIDENTIAL]
[CONFIDENTIAL]Low speed scanning modules (DocModify):         [CONFIDENTIAL]

                  TOTAL CUSTOMER SOFTWARE LICENSE FEES:       [CONFIDENTIAL]


The example above provides for unlimited deployment of the Software across the
enterprise and unlimited simultaneous connections to the database. Fees are
based on [CONFIDENTIAL]. [CONFIDENTIAL]. The example above does not include
professional services fees related to system implementation. See Schedule D for
Services Rates. This example does not include applicable third party software.


        PART 2: CODINGANYWARE TERM BASED SOFTWARE LICENSE (CUSTOMER FEES
        PROVIDED IN ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION)

codingANYware term based software licenses are ONLY offered to existing IDX
Customers who have installed LanVision Software in the Customer's facilities or
data center using accessANYware perpetual per visit software licenses and do not
apply to Application Service Provider (ASP)-related services (ASPeN Services).
IDX shall pay to LanVision a Software License Fee based on the Customer list
price in ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION, CODINGANYWARE
TERM PER VISIT CUSTOMER PRICE LIST less the discount in ATTACHMENT B-2, VAR
APPLICATION SOFTWARE FEES ROYALTY SCHEDULE. In addition, IDX or Customer shall
pay professional Services Rates at








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

        [CONFIDENTIAL] of the rate listed in Schedule D. Customer is responsible
        for applicable third party software.

    b.   codingANYware term based Software License Fees are based upon
         [CONFIDENTIAL] .

    c.   Once the Customer Tier 1 cases coded volume limit is exceeded
         [CONFIDENTIAL] .

    d.   The term agreement for each Customer is [CONFIDENTIAL]. The minimum
         Customer contracted amount is [CONFIDENTIAL]. Term based Software
         License Fees are payable to LanVision based on the Customer list price
         for [CONFIDENTIAL], and are due to LanVision within 30 days following
         the end of the month.

    e.   codingANYware term based license fees are [CONFIDENTIAL].

    f.   Projected annual volume of cases coded will be determined from
         Customer's Annual Report or internal statistics from the previous
         fiscal year for purposes of budgeting annual license fees. However,
         billing shall be based on [CONFIDENTIAL] as reported per the pricing in
         ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION, CODINGANYWARE
         TERM PER VISIT CUSTOMER PRICE LIST.

NOTES:
1.   codingANYware term based pricing IS PRELIMINARY--final term based pricing
     will be announced just prior to the product's move to general availability
     (GA). However, this preliminary pricing will be honored for all contracts
     signed prior to GA. Term based pricing is ONLY available for Customers that
     license accessANYware software for installation at Customer's facilities or
     data center (not ASP-based or ASPeN Services). All other Customers are
     required to use ASP-based codingANYware pricing per ATTACHMENT B-1,
     LANVISION PRICE BOOK - CUSTOMER EDITION, CODINGANYWARE ASPeN PER VISIT
     CUSTOMER PRICE LIST.
2.   Term contract has a [CONFIDENTIAL] term.
3.   Call LanVision Channel Management for custom quote [CONFIDENTIAL].

PRICE LIST EXAMPLE FOR CODINGANYWARE TERM BASED PRICING
Use the following example to estimate the [CONFIDENTIAL] Customer fees for the
use of the codingANYware software by an individual Customer. This example
assumes [CONFIDENTIAL]. A similar calculation must also be prepared for
[CONFIDENTIAL].







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

EXAMPLE FOR [CONFIDENTIAL] CASES

         Step 1

Find the highest applicable tier based upon [CONFIDENTIAL]. In this example it
is [CONFIDENTIAL]

STEP 2

Determine the term-based fees by calculating the fees for each tier up to and
including the highest tier that contains [CONFIDENTIAL]. See calculations below:

1)       THE [CONFIDENTIAL] cases are priced at [CONFIDENTIAL].
2)       THE NEXT [CONFIDENTIAL] cases are priced at [CONFIDENTIAL]
3)       How many cases have been priced so far? [CONFIDENTIAL]
4)       Find the remainder of the cases that need to be priced: [CONFIDENTIAL]
5)       THE REMAINING [CONFIDENTIAL] are priced in [CONFIDENTIAL]
6)       Find the [CONFIDENTIAL] CUSTOMER LICENSE FEE by adding all the totals
         from [CONFIDENTIAL]
7)       Find the [CONFIDENTIAL] CUSTOMER LICENSE FEE:  [CONFIDENTIAL]
8)       Find the estimated TOTAL CUSTOMER LICENSE FEE FOR THE TERM
         [CONFIDENTIAL]



PART 3: ASPeN SERVICES (CUSTOMER SERVICE FEES PROVIDED IN ATTACHMENT B-1,
LANVISION PRICE BOOK - CUSTOMER EDITION)

SECTION 1:  ACCESSANYWARE ASPeN SERVICES

ASPeN Services fees described in this PART 3, SECTION 1, SUBSECTION A (below)
and in ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION, ACCESSANYWARE -
ASPeN PER VISIT CUSTOMER PRICE LIST, may vary based on the host of the ASP-based
data center. ASPeN Services include accessANYware and completionANYware
services. CODINGANYWARE IS PRICED SEPARATELY AND IS NOT INCLUDED IN THIS
OFFERING.

ASPeN Services Fees in ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION,
ACCESSANYWARE ASPeN PER VISIT CUSTOMER PRICE LIST assume Customers will
implement the Software on an enterprise-wide basis to include all clinical
departments (Emergency Room, Inpatients, Outpatients, Outpatient Surgery).
[CONFIDENTIAL]

[CONFIDENTIAL] TERMS AND CONDITIONS







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

|_|      Time sensitive implementation plan based on enterprise-wide deployment
         of ASPeN Services department by department over a [CONFIDENTIAL]
         period.
|_|      ASPeN Services Fees are assessed per [CONFIDENTIAL].
|_|      Payment milestones commence upon the date of Customer contract
         execution, as follows:
|_|      Customer shall have [CONFIDENTIAL] to implement the first department of
         their choosing. ASPeN Services Fees shall then be assessed for the
         first department upon reaching the [CONFIDENTIAL] .
|_|      Customer shall have [CONFIDENTIAL] to implement a second department of
         their choosing. ASPeN Services Fees shall be assessed for the second
         department upon reaching the [CONFIDENTIAL].
|_|      Customer shall have [CONFIDENTIAL] to implement a third department of
         their choosing. ASPeN Services Fees shall be assessed for that
         department upon reaching the [CONFIDENTIAL].
|_|      Customer shall have [CONFIDENTIAL] to implement the fourth department.
         ASPeN Services Fees shall be assessed for that department upon reaching
         the [CONFIDENTIAL].
|_|      Customer may capture documents from all four applicable departments
         during the [CONFIDENTIAL], but is only assessed ASPeN Services Fees for
         the departments rolled out according to the above [CONFIDENTIAL] terms
         and conditions.
|_|      In the event that the Customer fails to pay a payment milestone,
         Customer shall be considered in default of the [CONFIDENTIAL] terms and
         conditions. Upon default, standard ASPeN Services Fees terms and
         conditions shall apply and are due and payable for enterprise-wide
         deployment (for all four departments) based on the previous year's
         hospital departmental visit statistics (see Subsection A below).
|_|      Projected annual patient visit volumes for each department will be
         determined from Customer's Annual Report or internal statistics from
         the previous fiscal year for purposes of budgeting departmental ASPeN
         fees. However, billing shall be based on [CONFIDENTIAL], per the
         pricing in ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION,
         ACCESSANYWARE - ASPeN PER VISIT CUSTOMER PRICE LIST.


[CONFIDENTIAL] PRICING [CONFIDENTIAL]

The [CONFIDENTIAL] plan is designed for Customer's that desire to (i) implement
ASPeN Services in only one department, or to (ii) implement a pilot program
before committing to enterprise-wide deployment.








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

|_|      The [CONFIDENTIAL] plan is a [CONFIDENTIAL] sensitive pilot pricing
         plan based on [CONFIDENTIAL].
|_|      [CONFIDENTIAL] limit for pilot duration.
|_|      Fee of [CONFIDENTIAL] captured, billed monthly.
|_|      [CONFIDENTIAL] participants have the right to convert to the
         [CONFIDENTIAL] pricing plan or the standard ASPeN Services Fees terms
         and conditions at any point in time.
|_|      Once the [CONFIDENTIAL] plan or standard ASPeN Services Fees terms and
         conditions conversion option is selected, the Customer must continue on
         the newly selected plan and that plan's terms and conditions from date
         of conversion election forward.
|_|      Upon conversion to any newly selected payment plan, the Customer does
         not receive credits for [CONFIDENTIAL] fees charged.
|_|      Only third level software maintenance support fees are included in the
         [CONFIDENTIAL] pricing.


SUBSECTION A:     ACCESSANYWARE ASPeN SERVICES

The following defines the terms and conditions for accessANYware ASPeN Services:

1.   accessANYware ASPeN Service Fees represent Customer list pricing. IDX shall
     pay to LanVision an ASPeN Services Fee based on the Customer list price in
     ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER EDITION, ACCESSANYWARE
     ASPeN PER VISIT CUSTOMER PRICE LIST. In addition, IDX or Customer shall pay
     professional Services Rates at [CONFIDENTIAL] of the rate listed in
     Schedule D.
2.   Fees include [CONFIDENTIAL] Level Support only.
3.   Hardware and third party software and support for scanning equipment
     located at Customer site shall be billed separately as noted in Item 4
     below. For provision of Level [CONFIDENTIAL] Support or Level
     [CONFIDENTIAL] Support, Software License Fees to LanVision will be
     increased according to the terms and conditions pursuant to the VAR ROYALTY
     SCHEDULE - ATTACHMENT B-2.
4.   ASPeN Services Fees do not include implementation fees, interface fees,
     hardware and third party software and support costs for scanning equipment
     located at Customer site, communication costs, data storage fees in excess
     of 300 GB or scan software in excess of one Scan32 and one DocModify scan
     station per Customer. The fees for any additional scanning hardware and 3rd
     party software and support, storage and additional LanVision provided scan
     software shall be billable monthly on a term contract basis coterminous
     with the ASPeN Services Agreement.








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

3.   If requested, LanVision will provide Application Administration Services(1)
     to support the IDX Data Center at the rate pursuant to Schedule D.
4.   ASPeN Services Fees may be adjusted pursuant to this LanVision - IDX
     Reseller Agreement. Thereafter, all new contracts will be at the adjusted
     rates.
5.   Projected annual patient visit volumes will be determined from Customer's
     Annual Report or internal statistics from the previous fiscal year for
     purposes of budgeting annual license fees. However, billing shall be based
     on [CONFIDENTIAL] reported per the pricing in ATTACHMENT B-1, LANVISION
     PRICE BOOK - CUSTOMER EDITION, ACCESSANYWARE PER VISIT CUSTOMER PRICE LIST.
     These projected [CONFIDENTIAL] volumes will be used for calculating
     escalating [CONFIDENTIAL] ASPeN Services Fees. [CONFIDENTIAL].
     [CONFIDENTIAL] of the prorated [CONFIDENTIAL] fees based on [CONFIDENTIAL]
     will be incurred for each successive [CONFIDENTIAL] period during
     [CONFIDENTIAL] up to a maximum of [CONFIDENTIAL] of the prorated
     [CONFIDENTIAL] fees, regardless of the time in which the Customer takes to
     fully implement the system.

     Example Customer ASPeN Services Fees:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------------------
          PATIENT VISIT TYPE        HOSPITAL [CONFIDENTIAL]          ESTIMATED                ESTIMATED
                                    VISIT REPORT STATISTICS     [CONFIDENTIAL] FEES      [CONFIDENTIAL] FEES
     ----------------------------- -------------------------- ------------------------ ------------------------
<S>                                     <C>                        <C>                      <C>
     [CONFIDENTIAL]                     [CONFIDENTIAL]             [CONFIDENTIAL]           [CONFIDENTIAL]
     ----------------------------- -------------------------- ------------------------ ------------------------
     [CONFIDENTIAL]                     [CONFIDENTIAL]             [CONFIDENTIAL]           [CONFIDENTIAL]
     ----------------------------- -------------------------- ------------------------ ------------------------
     [CONFIDENTIAL]                     [CONFIDENTIAL]             [CONFIDENTIAL]           [CONFIDENTIAL]
     ----------------------------- -------------------------- ------------------------ ------------------------
     [CONFIDENTIAL]                     [CONFIDENTIAL]             [CONFIDENTIAL]           [CONFIDENTIAL]
     -------------------------------------------------------- ------------------------ ------------------------
                                                       TOTAL       [CONFIDENTIAL]           [CONFIDENTIAL]
     ----------------------------------------------------------------------------------------------------------
</TABLE>

     Example Customer ASPeN Services Fees payable:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
        DAYS POST-LIVE USE          PERCENT OF ESTIMATED         MINIMUM [CONFIDENTIAL] ASPeN
                                    [CONFIDENTIAL] FEES                 SERVICES FEES
     -------------------------------------------------------------------------------------------
<S>                                    <C>                              <C>
             30 Days                   [CONFIDENTIAL]                   [CONFIDENTIAL]
     -------------------------------------------------------------------------------------------
             60 Days                   [CONFIDENTIAL]                   [CONFIDENTIAL]
     -------------------------------------------------------------------------------------------
             90 Days                   [CONFIDENTIAL]                   [CONFIDENTIAL]
     -------------------------------------------------------------------------------------------
             120 Days                  [CONFIDENTIAL]                   [CONFIDENTIAL]
     -------------------------------------------------------------------------------------------
</TABLE>


After the [CONFIDENTIAL] period, the Customer will continue to pay
[CONFIDENTIAL]


--------
(1) Application Administration Services are defined as those administrative
services required to build/maintain the ASPeN Services applications such as
entering User IDs, profile maintenance, and document type maintenance.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.




<PAGE>
ASPeN Services Fee. However, at any time during the life of the
contract, [CONFIDENTIAL].























NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>
SECTION 2:  CODINGANYWARE ASPeN SERVICES (PRELIMINARY PRICING)(2)

As noted in Part 2, Note 1 (see page 3), term based pricing for codingANYware is
[CONFIDENTIAL]. In addition, IDX or Customer shall pay professional Services
Rates at [CONFIDENTIAL] of the rate listed in Schedule D.

    a.  codingANYware ASPeN Service Fees are based upon [CONFIDENTIAL]

    b.  Once the Customer [CONFIDENTIAL] fees [CONFIDENTIAL] shall apply to
        [CONFIDENTIAL] is exceeded, etc. Individual Customer [CONFIDENTIAL].

    c.  The term of the ASPeN agreement for each Customer is [CONFIDENTIAL]. The
        [CONFIDENTIAL] contracted amount is [CONFIDENTIAL] per year. Customer
        ASPeN Service Fees are payable based on the [CONFIDENTIAL], and are due
        to LanVision within 30 days following the end of the month.

    d.  Projected volume of cases coded will be determined from Customer's
        Annual Report or internal statistics from the previous fiscal year for
        purposes of budgeting annual license fees. However, billing shall be
        based on [CONFIDENTIAL] as reported per the pricing in ATTACHMENT B-1,
        LANVISION PRICE BOOK - CUSTOMER EDITION, CODINGANYWARE - ASPeN PER VISIT
        CUSTOMER PRICE LIST.


The codingANYware fees in ATTACHMENT B-1, LANVISION PRICE BOOK - CUSTOMER
EDITION, CODINGANYWARE ASPeN PER VISIT CUSTOMER PRICE LIST are for a stand-alone
remote coding solution and are independent of the accessANYware ASPeN Service
Fees (Part 3, Section 1). CodingANYware fees include Third Level Support only.

Hardware and third party software and support for scanning equipment located at
Customer site shall be billed separately. For provision of Level [CONFIDENTIAL]
Support or Level [CONFIDENTIAL] Support, Software License Fees to LanVision will
be increased according to the terms and conditions pursuant to the VAR ROYALTY
SCHEDULE - ATTACHMENT B-2. codingANYware fees do not include [CONFIDENTIAL]. The
fees for additional scanning hardware and 3rd party software and support,
storage and additional LanVision provided scan software shall be billable
[CONFIDENTIAL] on a term contract basis coterminous with the codingANYware
Services Agreement.














----------
(2) CodingANYware term based pricing IS PRELIMINARY - final term based pricing
will be announced just prior to the product's move to General Availability.
However, this preliminary pricing will be honored for all contracts signed prior
to General Availability.

<PAGE>
























NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>







                                   SCHEDULE B



                                 ATTACHMENT B-1

                     LanVision Price Book

                           Customer Edition



















NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>


--------------------------------------------------------------------------------












LANVISION PRICE BOOK
CUSTOMER EDITION
                               (January 20, 2002)



















                                                     [LANVISION LOGO]












NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>


(C)2002 LANVISION, INC.
ALL RIGHTS RESERVED

This material contains proprietary and confidential information and is protected
by copyright and trade secret laws. Unauthorized reproduction, distribution, or
transfer of this material, or any portion of it, is strictly prohibited and may
result in civil and criminal penalties. Known violators will be prosecuted to
the maximum extent possible under the law. The following are trademarks or
registered trademarks of LanVision, Inc.: accessANYware(SM), AccountVision(TM),
ASPeN(SM), ChartVision(R), codingANYware(SM), completionANYware(SM), Document
Capture System(TM), Enterprisewide Correspondence(TM), LanVision(TM), [OBJECT
OMITTED](TM), MicroVision(TM), MultiView(TM), OmniVision(TM), On-Line Chart
Completion(TM), VisionFlow(R), and WebView(TM).

DISCLAIMER

LanVision, Inc. has taken due care in preparing this material. Nothing contained
in this material alters in any way the terms and conditions of the license
agreement by which the product was acquired, nor increases in any way
LanVision's liability to the user. LanVision shall not be liable for any
incidental, consequential, indirect, or special damages in connection with or
arising from the use of this or any related materials.






LANVISION, INC.
5481 Creek Road

Cincinnati, Ohio  45242

Phone:  (513) 794-7100

Fax:  (513) 794-7272








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>


E-mail:  Webmaster@lanvision.com
World Wide Web:  http://www.lanvision.com

















NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>






TABLE OF CONTENTS
--------------------------------------------------------------------------------





ACCESSANYWARE - [CONFIDENTIAL]

ACCESSANYWARE - [CONFIDENTIAL]

CODINGANYWARE - - [CONFIDENTIAL]

CODINGANYWARE - - [CONFIDENTIAL]

UTILITY SOFTWARE - [CONFIDENTIAL]

PROFESSIONAL SERVICES - [CONFIDENTIAL]















NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



                                 [CONFIDENTIAL]


                      UTILITY SOFTWARE CUSTOMER PRICE LIST



<TABLE>
<CAPTION>
MODEL NUMBER                                                                                                 ANNUAL 24X7
                  DESCRIPTION                                            QTY         LIST PRICE              MAINTENANCE
--------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                     <C>        <C>                      <C>
                  SCANNING & INDEXING
                  -------------------
DOCMODIFY         Document Modify Scanning - w/Low Volume Scanner
                  Attached                                                1         [CONFIDENTIAL]           [CONFIDENTIAL]
SCAN32            High Volume Scanning & Indexing System                  1         [CONFIDENTIAL]           [CONFIDENTIAL]

                  IMAGE ENABLING
                  --------------
IEAPI             Image Enable API for Hospital Information System        1         [CONFIDENTIAL]           [CONFIDENTIAL]

                  WORKFLOW
                  --------
WORKFLOW          Workflow Module (Custom)                                1         [CONFIDENTIAL]           [CONFIDENTIAL]

                  CONVERSION PROGRAMS
                  -------------------
OPT2MAG           Program to Convert Data on Optical to Magnetic Storage  1         [CONFIDENTIAL]           [CONFIDENTIAL]
CUSTOM            Conversion Program (Custom)                             1         [CONFIDENTIAL]           [CONFIDENTIAL]

                  INTERFACES
                  ----------
ADTINT            MasterChart Interface License (ADT)                     1         [CONFIDENTIAL]           [CONFIDENTIAL]
UNSOLINT          MasterChart Interface License (Unsolicited Results,
                  non-Image Enabled)                                      1         [CONFIDENTIAL]           [CONFIDENTIAL]
DOCINT            MasterChart Interface License (Document)                1         [CONFIDENTIAL]           [CONFIDENTIAL]
CUSTOM            Non-standard Custom Interface                           1         [CONFIDENTIAL]           [CONFIDENTIAL]
</TABLE>










NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>



                              PROFESSIONAL SERVICES
                            (PURSUANT TO SCHEDULE D)

<TABLE>
<CAPTION>
MODEL NUMBER                DESCRIPTION                                           QTY                      LIST PRICE
----------------------------------------------------------------------------------------------------------------------

<S>                         <C>                                                    <C>           <C>
                            Consultants
CM                          Client Manager (Hourly rate)                           1             [CONFIDENTIAL]
DBA                         Database Administrator (Hourly rate)                   1             [CONFIDENTIAL]
TC                          Technical Consultant (Hourly rate)                     1             [CONFIDENTIAL]
OC                          Operational Consultant (Hourly rate)                   1             [CONFIDENTIAL]
SA                          Systems Analyst/Programmer (Hourly rate)               1             [CONFIDENTIAL]
HD1                         Help Desk Analyst Level 1 (Hourly rate)                1             [CONFIDENTIAL]
HD2                         Help Desk Analyst Level 2 (Hourly rate)                1             [CONFIDENTIAL]
SS                          Sales Support Specialist                               1             [CONFIDENTIAL]
AAS                         Application Administration Specialist                  1             [CONFIDENTIAL]

                            STANDARD IMPLEMENTATIONS
                            ------------------------
INSTALL                     Interface Implementation                               1             [CONFIDENTIAL]
INSTALL                     Image Enable HIS Implementation                        1             [CONFIDENTIAL]
INSTALL                     HIM Implementation                                     1             [CONFIDENTIAL]
INSTALL                     ASPeN HIM Implementation                               1             [CONFIDENTIAL]
INSTALL                     ASPeN Clinic Implementation                            1             [CONFIDENTIAL]

                            TRAINING
                            --------
EDUC                        Training at LanVision Training Center (Quantity
                            in days, limit of 6 students)                          1             [CONFIDENTIAL]
EDUC                        Training at Customer Facility (Quantity in days,
                            limit of 6 students)                                   1             [CONFIDENTIAL]
</TABLE>









NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>



                                   Schedule B
                                 ATTACHMENT B-2

VAR Application Software Fees
Royalty Schedule


This SCHEDULE B, ATTACHMENT B-2 provides the Application Software Fees Royalty
calculations for various total IDX "Software Component Value" at the payment
milestones.

As to perpetual licenses, the calculation of the variable Application Software
Fees (a/k/a Royalty payable to LanVision) is based on the following two payment
milestones:

    1.  upon execution by IDX of an EMR Software Sublicense Agreement [a/k/a On
        Order], AND;

    2.  upon shipment of the Software to a Customer or the date on which
        Software Implementation Activities commence, whichever is sooner, as
        outlined in the Reseller Agreement.

As to codingANYware term licenses, the calculation of the variable Application
Software Fees (a/k/a Royalty payable to LanVision) is based upon the variable
Application Software Fees for term sublicenses, payable to LanVision on a
monthly basis, as outlined in Reseller Agreement.

As to ASPeN Services Fees, the calculation of the variable Application Software
Fees (a/k/a Royalty payable to LanVision) is based upon the variable ASPeN
Services Fees, payable to LanVision on a monthly basis, as outlined in the
Reseller Agreement.


The Application Software Fees and ASPeN Services Fees, payable to LanVision by
IDX, shall be calculated and paid to LanVision based upon the annual cumulative
LanVision Software Component Value at each payment milestone. THE VARIABLE
ROYALTY RATES, ARE BASED UPON THE CUMULATIVE ANNUAL LANVISION SOFTWARE COMPONENT
VALUES, AS FOLLOWS:

         TIER 1            [CONFIDENTIAL]            [CONFIDENTIAL]
         TIER 2            [CONFIDENTIAL]            [CONFIDENTIAL]
         TIER 3            [CONFIDENTIAL]            [CONFIDENTIAL]
         TIER 4            [CONFIDENTIAL]            [CONFIDENTIAL]
         TIER 5            [CONFIDENTIAL]            [CONFIDENTIAL]
         TIER 6            [CONFIDENTIAL]            [CONFIDENTIAL]

IDX will pay to LanVision a Royalty, based on the payment terms in this
Agreement, at a royalty rate of [CONFIDENTIAL] on the first [CONFIDENTIAL] in
LanVision Software Component











NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>
Value. Once the LanVision Software Component Value exceeds [CONFIDENTIAL], then
the incremental Royalty rate changes to [CONFIDENTIAL], and thereafter changes
based on the cumulative annual LanVision Software Component Value, by Tier, as
listed above (see Table 1). The variable Royalty rate calculation is recomputed
annually, on the anniversary of the Effective Date, starting over at the
[CONFIDENTIAL] level as noted in Tier 1 above.

--------------------------------------------------------------------------------
            [CONFIDENTIAL] TABLE 1 - CUMULATIVE VARIABLE ROYALTY RATE




























--------------------------------------------------------------------------------


Each IDX EMR Software Sublicense Agreement is accounted for separately at each
separate payment milestone. For example:

    -   30% at the time of the On Order payment for Software License Fees for
        perpetual sublicenses; and,

    -   the remaining 70% at the time of the shipment of the Software to a
        Customer or the date on which Software Implementation Activities
        commence, whichever is sooner; or,







NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

    -   the monthly milestone for Software License Fees for term sublicenses and
        ASPeN Services Fees.



Based upon the then cumulative annual LanVision Software Component Value of the
Software License Fees and ASPeN Services Fees, the incremental Royalty payable
to LanVision, at the milestones noted above, would vary from a high of
[CONFIDENTIAL] to a low of [CONFIDENTIAL].

An example of the application of the above variable Royalty rate calculation is
attached hereto.

EXHIBIT A "IDX MILESTONE VALUE, `VARIABLE ROYALTY RATE' CALCULATION SCHEDULE
BASED ON CUSTOMER LIST PRICES" is an example of the calculation of the variable
Royalty rate applicable to each milestone payment to LanVision for Software
License Fees on:

    1.  five (5) perpetual sublicenses to IDX Customers; and,
    2.  the ASPeN Services Fees for one (1) ASPeN Service Agreement of a IDX
        Customer.

Note that the Software License Fees - Software Component Value for a perpetual
     Software license, is always [CONFIDENTIAL] of the Customer List Price,
     whereas, the ASPeN rate of [CONFIDENTIAL] is deemed to be equal to the
     LanVision Software Component Value of the Customer List Price subject to a
     Royalty (see Exhibit C).

As each milestone payment is due and payable to LanVision, the milestone and the
LanVision Software Component Value for the applicable agreement is added to the
schedule to determine the applicable Royalty rate of that milestone payment. The
amount shown in the ROYALTY $ PAYABLE column of EXHIBIT A, is the amount
applicable to that milestone to be paid to LanVision.


Exhibit B "IDX Milestone Payment Schedule for Software" IS AN EXAMPLE OF
APPLYING THE VARIABLE ROYALTY RATES DETERMINED IN Exhibit A, TO EACH OF THE FIVE
(5) EXAMPLE EMR SOFTWARE SUBLICENSE AGREEMENTS. NOTE THAT BASED ON WHEN EACH
AGREEMENT MILESTONE EVENT IS REACHED, THE THEN APPLICABLE ROYALTY RATE APPLIES.
EACH ROYALTY PAYMENT ON Exhibit B CAN BE CROSS-REFERENCED TO THE CORRESPONDING
CALCULATION ON Exhibit A. (items A through M).

EXHIBIT C "ASPeN SERVICES FEES PAYMENT SCHEDULE" is an example of applying the
variable Royalty rates determined in EXHIBIT A, to an ASPeN Service Agreement.
Note that the monthly ASPeN Services Fee Royalty is calculated at the then
applicable Royalty rate. Each Royalty payment on EXHIBIT C can be
cross-referenced to the corresponding calculation on EXHIBIT A. (ITEMS 1 THROUGH
5). Please also note that the [CONFIDENTIAL] data center cost and the








NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>

[CONFIDENTIAL] maintenance cost is in addition to the Royalty, and not subject
to inclusion in the EXHIBIT A variable Royalty calculation.

Term license agreements for LanVision's codingANYware software assumes that the
Software is hosted in the Customer's data center for a minimum of
[CONFIDENTIAL]. Based on a [CONFIDENTIAL] agreement, the LanVision Software
Component value is calculated at [CONFIDENTIAL] of the Customer Price List. In
addition, please also note that a [CONFIDENTIAL] maintenance cost is required in
addition to the Royalty (if LanVision is hosting the IDX ASPeN Service Agreement
in a LanVision Data Center) and is not subject to inclusion in the EXHIBIT A
Royalty calculation.

Per [CONFIDENTIAL] Plan  [to be inserted]

Departmental [CONFIDENTIAL]   [to be inserted]


If LanVision agrees to allow IDX to discount the Customer Price List for any
agreement entered into by IDX with a Customer, then the discounted amount will
be used in place of the Customer List Price for all Royalty calculations in
Exhibit A.









NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>





NOTES FOR THE ATTACHED TABLES:

1.  For any such IDX Customer contract, the relative Software values based upon
    the CURRENT LANVISION END USER LIST PRICE (less LanVision authorized
    Customer discounts for LanVision Software) shall be used.

2.  Application Software Fees (Royalty) rate reductions per the following tables
    are dependent upon proper Application Software Fee reporting AND Application
    Software Fee payment to LanVision.

3.  All Application Software Fee (Royalty) calculations are cumulative for each
    year commencing on the Effective Date of the Agreement and are reset
    [CONFIDENTIAL].

4.  For purposes of the attached examples, the Customer is assumed to pay
    LanVision Software Customer List Price and for Level [CONFIDENTIAL] Support,
    Level [CONFIDENTIAL] Support and Level [CONFIDENTIAL] Support. Level
    [CONFIDENTIAL] Support fees are [CONFIDENTIAL] in the Software Component
    Value Computation (EXHIBIT A) and are described elsewhere in this Reseller
    Agreement.











NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>



                                    EXHIBIT A

         IDX MILESTONE VALUE, VARIABLE ROYALTY RATE CALCULATION SCHEDULE

                                 [CONFIDENTIAL]










NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>



                                    EXHIBIT B

                   IDX MILESTONE PAYMENT SCHEDULE FOR SOFTWARE

                                 [CONFIDENTIAL]



















                      ASPeN SERVICES FEES PAYMENT SCHEDULE



                                 [CONFIDENTIAL]


























NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>






                                   SCHEDULE C

                  EMR APPLICATION SOFTWARE SUBLICENSE AGREEMENT
                       AND MAINTENANCE SERVICES AGREEMENT


 (ASPeN SERVICES AGREEMENT AND SOFTWARE SUBLICENSE AGREEMENT FOR CODINGANYWARE
                        SHALL BE ADDED AT A LATER TIME)





































NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.
<PAGE>
                                   SCHEDULE C


                  EMR APPLICATION SOFTWARE SUBLICENSE AGREEMENT


                       IDX INFORMATION SYSTEMS CORPORATION


                                  40 IDX Drive
                         South Burlington, Vermont 05403
                                 (802) 862-1022

                  EMR APPLICATION SOFTWARE SUBLICENSE AGREEMENT


1.     INTRODUCTION

1.1    Execution of this EMR Application Software Sublicense Agreement as of
       this ___ day of __________, 2002, by IDX Information Systems Corporation
       ("IDX") and [Insert Name of Customer Here] ("Customer"), or any
       supplement or addendum thereto , shall constitute acceptance and
       agreement as to the terms and conditions of this EMR Application Software
       Sublicense Agreement. Except as otherwise defined herein , terms used
       herein shall have the meanings given to them elsewhere in the
       Comprehensive Ordering Agreement dated ___________, 2002, between IDX and
       Customer (the "COA Agreement").

1.2    IDX and Customer, intending to be legally bound, agree as follows:


2.     DEFINITIONS

2.1    "Configuration Schedule": the one or more schedules so named and executed
       as a part of this Sublicense Agreement that lists the Software, the
       Hardware, and the Services provided to Customer by IDX and/or IDX's
       licensors under this Sublicense Agreement.

2.2    "Documentation": the user documentation for the Software.

2.3    "Effective Date": the date stated in Paragraph 1.1 of this Sublicense
       Agreement.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

2.4    "Hardware": the equipment provided to Customer under this Sublicense
       Agreement and listed in the Configuration Schedule as Hardware.

2.5    "Maintenance Services Agreement": that certain agreement of even date
       herewith entered into by Customer and LanVision, Inc., whereby LanVision,
       Inc. agrees to provide certain maintenance and support services for the
       System, all as more specifically described in such agreement.

2.6    "Services": the services provided to Customer by IDX and/or its licensors
       under this Sublicense Agreement and listed in the Configuration Schedule
       as Services. Services may include, but are not limited to, services for
       implementation, installation, training, project management, custom
       software development, certification, and integration. Services do not
       include maintenance and support services. Maintenance and support
       services are provided under the Maintenance Services Agreement.

2.7    "Software": the computer software programs provided to Customer by IDX
       under this Sublicense Agreement and listed in the Configuration Schedule.

2.8    "Sublicense Agreement": this EMR Application Software Sublicense
       Agreement and all incorporated schedules, appendices, addenda, and
       written amendments.

2.9    "System": the computer software programs and equipment, including, but
       not limited to, each item of the Software and the Hardware, that together
       function as the Electronic Medical Record (EMR) system used by Customer.


3.     SOFTWARE

3.1    Subject to Customer's compliance with the terms of this Sublicense
       Agreement, IDX hereby grants to Customer a personal, nonexclusive,
       nontransferable license to use the Documentation and to install, use, and
       execute the Software on equipment owned or leased by Customer in support
       of the internal business activities of Customer and Customer's Affiliates
       (as defined in the COA Agreement), subject to any use, user, and quantity
       limitations specified in the applicable Configuration Schedule.

3.2    Customer may make one copy of the Software for archival and backup
       purposes, provided IDX and/or its licensors' proprietary notices are
       included in such copy.

3.3    Subject only to the licenses expressly granted under this Sublicense
       Agreement, all right,

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


       title, and interest in and to the Software and Documentation, including
       all associated intellectual property rights, are and shall remain with
       IDX and/or IDX's licensors.

3.4    IDX's grant to Customer does not include any right to grant sublicenses
       or otherwise transfer any granted right, except to the extent this entire
       Sublicense Agreement may be transferred pursuant to Paragraph 14.1.

3.5    Customer shall not export the Software, the Documentation, or any direct
       product thereof, directly or indirectly, in violation of the export laws
       and regulations of the United States of America.

3.6    IDX and/or IDX's licensors will deliver the Software to Customer in
       object code and will deliver one set of the Documentation in printed or
       electronic format. Additional copies of the Documentation are available
       for a charge.

3.7    Customer shall not decompile or otherwise reverse engineer or decode the
       Software. Customer shall not disclose the results of any benchmark tests
       run on the Software, without the prior written approval of IDX. Except
       for the rights specifically granted herein, Customer is granted no other
       rights in or to the Software. All copyrights, patents, trade secrets, and
       other intellectual property rights associated with the Software and any
       ideas, concepts, techniques, inventions, processes, or works of
       authorship developed or created by IDX and/or its licensors in relation
       to the Software shall remain the sole and exclusive property of IDX
       and/or its applicable licensors.


4.     HARDWARE

4.1    IDX hereby sells the Hardware to Customer.

4.2    IDX will deliver all Hardware to Customer F.O.B. Hardware manufacturer's
       shipping site. IDX reserves the right to make partial deliveries and to
       ship the Hardware as it becomes available. Any stated delivery dates are
       approximate.

4.3    Customer may acquire any equipment for the System from a third party
       supplier. However, Customer shall give IDX the opportunity to supply the
       equipment as Hardware under this Sublicense Agreement and Customer shall
       purchase such equipment from IDX if IDX agrees to supply it at a price
       equal to or better than the third party supplier's price.

4.4    If Customer uses third party supplied equipment as part of the System,
       IDX shall certify that such equipment is compatible with the rest of the
       System and, at Customer's option,

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

       shall integrate such equipment into the System. Customer will pay IDX's
       then current standard certification and integration services fees, as
       applicable.


5.     SERVICES

5.1    IDX shall make the Services available to Customer. IDX may provide the
       Services directly or with the assistance of its licensors, suppliers, and
       subcontractors.

5.2    To the extent required by any of the Services, IDX and/or IDX's licensors
       and Customer will, within 60 days of the Effective Date of this
       Sublicense Agreement, agree upon any necessary design specifications,
       implementation plans, project schedules, and project scope. Such
       specifications, plans, schedules, and scope, shall be in writing and
       signed by authorized representatives of the parties. The parties may
       mutually agree to amend or modify such specifications, plans, schedules
       and scope from time to time in writing.


6.     ACCEPTANCE

6.1    The Software shall be subject to the acceptance provisions set forth in
       this Section 6. For the purposes of these acceptance provisions, a
       "material nonconformity" means a nonconformity of the Software with the
       applicable design specifications for the Software where such
       nonconformity (a) prevents the use of the Software, (b) prevents the
       Software from meeting agreed upon performance specifications, or (c)
       jeopardizes overall System integrity; and "in production" means, with
       respect to the Software, using the Software in connection with the
       scanning, indexing, storage, retrieval, printing, or faxing of any
       Customer records in the normal course of business and not solely for
       testing purposes.

6.2    IDX and/or IDX's licensors shall notify Customer in writing when the
       Software has been delivered to Customer in accordance with the applicable
       design specifications and is ready for testing. Customer shall then have
       [CONFIDENTIAL] to test the Software to determine whether it meets the
       requirements of the applicable design specifications. Customer shall use
       its best efforts to test the Software fully and promptly.

6.3    Customer shall notify IDX and/or IDX's licensors in writing of any
       material nonconformity of the Software as soon as possible but not later
       than the end of the test period and in as much detail as possible. IDX
       and/or IDX's licensors shall correct the nonconformity and shall notify
       Customer in writing when the corrected Software has been delivered to
       Customer and is ready for testing. Customer shall then have
       [CONFIDENTIAL] to test the Software. Any further material nonconformities
       shall be handled in accordance with

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

       this Paragraph 6.3.

6.4    The Software shall be deemed to be accepted by Customer if
       [CONFIDENTIAL].


7.     CUSTOMER RESPONSIBILITIES

7.1    Customer shall select a sufficient number of operators who are qualified
       to operate the System and are familiar with the information that serves
       as input and output of the System. Customer shall monitor the performance
       of the System and shall provide backup operations to protect itself from
       loss due to any error conditions. Customer is responsible for periodic
       cleaning and maintenance activities for all components of the System as
       recommended by IDX, other licensors, and manufacturers, as applicable.
       Customer is responsible for data integrity and for any necessary
       conversion of its data to the format required by the System. Customer is
       responsible for maintaining the compatibility of third party supplied
       software and equipment with the Software and the Hardware.

7.2    Customer shall provide IDX and/or IDX's licensors with such time and
       attention of Customer personnel and such access to Customer's facilities
       and the System and shall take such site preparation steps as may be
       necessary or appropriate to enable IDX to provide the Standard Software,
       the Hardware, and the Services to Customer. Customer shall make available
       qualified Customer personnel to facilitate IDX's performance of its
       obligations under this Sublicense Agreement.

7.3    The timely completion by IDX of its obligations under this Sublicense
       Agreement is dependent on the timely fulfillment by Customer of its
       responsibilities. If IDX and/or IDX's licensors is prevented from
       performing any work or is required to perform additional work as a result
       of (a) the unavailability of Customer personnel, (b) the unavailability,
       incompletion, or improper installation, configuration, or operation of
       Customer's facilities or equipment, (c) Customer failing to timely
       provide IDX and/or IDX's licensors with any necessary assistance,
       instructions, or information, or (d) Customer otherwise failing to meet
       its responsibilities as set forth in this Section 7, Customer shall pay
       IDX and/or IDX's licensors on a [CONFIDENTIAL] at IDX's then current
       rates for any work time lost or additional work performed. The date on
       which IDX's obligations are required to be fulfilled will be extended for
       a period of time equal to the time lost by reason of the delay or
       additional work.


8.     FEES AND PAYMENT

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


8.1    Customer shall pay IDX the Software license fees, the Hardware purchase
       prices, and the Services fees set forth on the Configuration Schedules
       executed under this Sublicense Agreement. Such payments shall be made in
       accordance with Article 3 "Payment Terms" of the COA Agreement.

8.2    Customer shall pay IDX additional Software license fees for unauthorized
       or increased use beyond the usage or license quantities authorized by IDX
       and described in the Configuration Schedule. Such payments for additional
       usage or license quantities shall be due and payable within thirty (30)
       days of notification of unauthorized use. Failure to remit such payments
       as prescribed shall be considered a material breach of this Sublicense
       Agreement, subject to the termination provisions of Section 13.2.


9.     INSPECTION

       IDX's authorized representatives shall have free access to Customer's
       premises and to Customer's officers, employees, and managers during
       normal business hours upon reasonable notice for the purpose of
       inspecting Customer's equipment, premises, and records. In addition,
       Customer shall allow IDX and/or IDX's licensors to have remote access to
       the System's audit logs. All such access is granted only to enable IDX
       and/or IDX's licensors to verify Customer's compliance with the
       restrictions and obligations set forth in this Sublicense Agreement.


10.    WARRANTIES

10.1   IDX warrants that it has the right to grant the licenses granted to
       Customer under this Sublicense Agreement for the Software.

10.2   IDX warrants, for a period of [CONFIDENTIAL] from the date of
       installation, that the Software, when properly installed, operated with
       the equipment configuration and in the operating environment specified by
       IDX, will conform in all material respects to IDX's or its licensors, as
       applicable, most current published Documentation or functional
       specifications, whichever is applicable. As IDX's sole responsibility and
       Customer's exclusive remedy, in the event of any material nonconformity
       of any item of the Software, IDX shall make a reasonable effort to repair
       or replace the item so that it conforms as required.

10.3   IDX warrants that all Services, will be of professional quality
       conforming to generally accepted industry standards. As IDX's sole
       responsibility and Customer's exclusive

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


       remedy in the event of any material failure to meet such standard, IDX
       shall cause the Service to be re-performed at no cost to Customer.

10.4   IDX warrants that the Software will operate prior to, during, and after
       calendar year 2000 without error relating to date data and will allow the
       use of date data in a four digit year format, e.g., as "1998" rather than
       "98". IDX is not responsible for errors caused by Customer systems or
       other software with which the Software is used that provide date data in
       other formats. As IDX's sole responsibility and Customer's exclusive
       remedy, in the event that any Software fails to meet this warranty, IDX
       shall use its best efforts to promptly correct such failure.

10.5   Due to the nature of computer software programs, IDX does not warrant
       that the operation of the Software will be entirely error free.

10.6   The warranties in Paragraphs 10.2 through 10.5 shall not apply to a
       warranted item (a) if the error or malfunction was not caused by the
       Software, the Hardware, or the Services, (b) if the warranted item has
       been modified without IDX's prior written approval, (c) if the error or
       malfunction is caused by Customer's misuse of or damage to the warranted
       item, (d) if the error or malfunction is caused by third party supplied
       software or equipment that has not been certified by IDX as being
       compatible with the rest of the System, or (e) if the error or
       malfunction is caused by Customer's failure to meet its obligations under
       Section 7 of this Sublicense Agreement. Customer shall pay IDX on a time
       and expenses basis at IDX's then current standard rates for any warranty
       services provided when the warranty does not apply.

10.7   EXCEPT AS EXPRESSLY STATED IN THIS SUBLICENSE AGREEMENT, IDX AND ITS
       LICENSORS, SUPPLIERS, AND SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESS OR
       IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT
       LIMITATION, THE SOFTWARE, THE HARDWARE, THE SERVICES, THE DOCUMENTATION,
       THE SYSTEM, OR ANY OUTPUT BASED ON USE OF THE SYSTEM. IDX AND ITS
       LICENSEORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF
       MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


11.    INDEMNITIES AND LIABILITIES

11.1   If Customer receives a claim that the use of the Software infringes a
       United States of America patent, copyright, or other intellectual
       property right, Customer will promptly notify IDX in writing, and will
       give IDX and/or IDX's licensors all necessary information

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

       and assistance and the exclusive authority to evaluate, defend, and
       settle such claim. Provided such timely notice, assistance, and authority
       have been given by Customer, IDX (and/or its licensors) will defend, at
       its own expense, such claim and will indemnify and hold Customer harmless
       from all damages and expenses, including court costs and reasonable
       attorney fees, incurred or awarded as a result of the claim. If, as a
       result of the infringement claim, Customer is enjoined from using the
       Software, IDX (and/or its licensors) will, at its option, (a) procure for
       Customer the right to use the Software, (b) replace or modify the
       Software to perform the same or substantially the same functions in a
       manner so as to avoid infringement, or (c) remove the infringing Software
       and refund the license fees paid by Customer for such Software less a
       reasonable amount for amortization or depreciation. The foregoing
       indemnity will not apply to infringement claims based on programming made
       to the specification or design of Customer, Customer's modification of
       the Software, Customer's use of the Software in combination with anything
       not furnished by IDX and/or IDX's licensors, or if the infringement claim
       would have been avoided but for Customer's use of other than the latest
       release of the Software made available to Customer by IDX. This Paragraph
       11.1 states IDX's entire obligation and liability with respect to any
       infringement claim.

11.2   The total liability of IDX and its licensors, suppliers, and
       subcontractors for all claims, whether in contract, tort, or otherwise,
       arising out of, connected with, or resulting from the license, sale,
       manufacture, delivery, installation, support, repair, maintenance,
       replacement, or use of the Software, the Hardware, and/or the Services,
       as applicable, shall not exceed the lesser of [CONFIDENTIAL].

11.3   IN NO EVENT SHALL IDX, ITS LICENSORS, SUPPLIERS, OR SUBCONTRACTORS BE
       LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES,
       INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR PROFITS,
       COST OF CAPITAL, CLAIMS OF CUSTOMER'S CLIENTS FOR SERVICE INTERRUPTIONS
       OR FAILURE OF SUPPLY, AND COSTS AND EXPENSES INCURRED IN CONNECTION WITH
       LABOR, OVERHEAD, TRANSPORTATION, INSTALLATION, OR REMOVAL OF EQUIPMENT OR
       PROGRAMMING OR SUBSTITUTE FACILITIES OR SUPPLY RESOURCES, EVEN IF IDX OR
       ITS LICENSORS, SUPPLIERS OR SUBCONTRACTORS HAS BEEN ADVISED OF THE
       POSSIBILITY OF SUCH DAMAGES.

12.    PROPRIETARY RIGHTS AND CONFIDENTIALITY

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

12.1   The terms set forth in Article 11 entitled "Proprietary Rights and
       Confidentiality" of the COA Agreement shall apply to this Sublicense
       Agreement.

12.2   The Software and Documentation and all copies, versions, and derivative
       works of the Software and Documentation made by or on behalf of Customer
       are and shall remain the sole property of IDX or its licensors.

12.3   The obligations under this Section 12 shall survive termination of this
       Sublicense Agreement. Each party acknowledges that a breach of its
       obligations under this Section 12 will cause irreparable harm to the
       other party and/or its licensors for which monetary damages would be
       inadequate. Each party and/or its licensors will be entitled to
       injunctive relief for any such breaches, threatened or actual.


13.    TERM AND TERMINATION

13.1   This Sublicense Agreement shall commence on the Effective Date and shall
       continue until terminated in accordance with this Section 13.

13.2   Failure by either party to comply with any material term or condition of
       this Sublicense Agreement shall constitute default. The non-defaulting
       party shall be entitled to give written notice to the defaulting party
       requiring it to cure the default. The notice shall include a detailed
       description of the act or omission that constitutes default. If the
       defaulting party has not cured the default within [CONFIDENTIAL] after
       receipt of the notice, the non-defaulting party may terminate this
       Sublicense Agreement by giving written notice to take effect upon
       receipt. The right to terminate this Sublicense Agreement is in addition
       to any other rights and remedies provided under this Sublicense Agreement
       or otherwise under law.

13.3   Within ten days after the effective date of any termination, Customer
       shall return or destroy the Software, the Documentation, and all
       materials or media containing any other Confidential Information,
       including any information, records, and materials developed on the basis
       of any Confidential Information. Customer shall promptly certify in
       writing to IDX that Customer has complied with the foregoing obligation
       and has discontinued all use of the Software and Documentation.


14.    MISCELLANEOUS

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


14.1   Assignment. Neither party may assign or otherwise transfer this
       Sublicense Agreement or any rights or obligations under this Sublicense
       Agreement to any third party without the prior written consent of the
       other party, except that this Sublicense Agreement may be transferred to
       a successor to all or substantially all of the assets and business of the
       transferring party. Consent shall not be unreasonably withheld. Subject
       to the restriction on transfer set forth in this Paragraph 14.1, this
       Sublicense Agreement shall be binding upon and shall inure to the benefit
       of the parties' successors and assigns.

14.2   Force Majeure. Neither party shall be liable for any delay in or failure
       of performance resulting from any cause or condition beyond its
       reasonable control, whether foreseeable or not.

14.3   Waiver. The failure of either party to act upon any right, remedy, or
       breach of this Sublicense Agreement shall not constitute a waiver of that
       or any other right, remedy, or breach. No waiver shall be effective
       unless made in writing and signed by an authorized representative of the
       waiving party.

14.4   Governing Law. This Sublicense Agreement and any claim arising out of
       this Sublicense Agreement shall be governed by and construed in
       accordance with the laws of the State of Vermont, excluding its conflict
       of laws principles.

14.5   Provisions Severable. The provisions of this Sublicense Agreement are
       severable. If any provision is held to be invalid, unenforceable, or
       void, the remaining provisions shall not as a result be invalidated.

14.6   Entire Agreement. This Sublicense Agreement constitutes the entire
       agreement and understanding between the parties relating to the object
       and scope of this Sublicense Agreement. Any representation, statement, or
       warranty not expressly contained in this Sublicense Agreement shall not
       be enforceable by the parties. This Sublicense Agreement may not be
       amended except by a writing that specifically references this Sublicense
       Agreement and is signed by authorized representatives of the parties. No
       non-officer representative of IDX shall be authorized to act or make any
       commitment for IDX except pursuant to written instructions made and
       signed by an officer of IDX.



[PRIMARY CUSTOMER LEGAL NAME]               IDX INFORMATION SYSTEMS CORPORATION

-----------------------------               -----------------------------------

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

By:                                         By:
   -------------------------------            ---------------------------------
            (Signature)                                  (Signature)


----------------------------------          ------------------------------------
     (Name Typed or Printed)                       (Name Typed or Printed)


----------------------------------          ------------------------------------
             (Title)                                        (Title)


----------------------------------          ------------------------------------
             (Date)                                         (Date)





NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



                                   SCHEDULE C

                         MAINTENANCE SERVICES AGREEMENT


                         MAINTENANCE SERVICES AGREEMENT



1.     INTRODUCTION

1.1 This Maintenance Services Agreement, made as of _______________ ("Effective
Date"), by and between LanVision, Inc. ("LanVision"), an Ohio corporation with
its principal place of business at 5841 Creek Road, Cincinnati, Ohio 45242, and
[PRIMARY CUSTOMER LEGAL NAME] ("Customer"), with its principal place of business
at [PRIMARY CUSTOMER PRINCIPAL ADDRESS]. This Maintenance Services Agreement is
executed simultaneously with the EMR Application Software Sublicense Agreement
by and between IDX Information Systems Corporation ("IDX"), with its principal
place of business at 40 IDX Drive, South Burlington, VT 05403, and Customer (the
"EMR Sublicense Agreement"). Except as otherwise defined in this Maintenance
Services Agreement, terms used herein shall have the meanings given to them
elsewhere in the EMR Sublicense Agreement.

1.2 IDX is authorized to enter into this Maintenance Services Agreement on
behalf of LanVision, as an agent of LanVision. LanVision and Customer, intending
to be legally bound, agree as follows:


2.     DEFINITIONS

2.1 "Affiliate": any legal entity controlling, controlled by, or in common
control with Customer. Each Affiliate shall agree in writing to abide by the
obligations and restrictions established in this Agreement.

2.2 "Agreement": this Maintenance Services Agreement and all incorporated
schedules, appendices, addenda, and written amendments.

2.3 "Custom Software": the custom developed computer software programs listed in
the Maintenance Services Schedule as Custom Software.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


2.4 "Customer Contacts": the Customer personnel who have been designated by
Customer as the persons authorized to communicate with LanVision to obtain the
Maintenance Services from LanVision on a day-to-day basis. Customer may
designate up to five Customer Contacts in accordance with Paragraph 4.1.

2.5 "Documentation": the user documentation for the Software provided
electronically by LanVision.

2.6 "EMR Software Application Sublicense Agreement": the sublicense agreement by
and between Customer and IDX under which Customer is permitted to use the
Software.

2.7 "Enhancement": any modification or addition that, when made or added to the
Software, materially changes its utility, efficiency, functional capability, or
application, but that does not constitute solely an Error Correction.
Enhancements may be designated by LanVision as minor or major, depending on
LanVision's assessment of their value and of the functionality added to the
Software.

2.8 "Error": any failure of the Software or Hardware specified in the applicable
Maintenance Services Schedule to conform in all material respects to
LanVision's, its licensor's, or the manufacturer's, as applicable, most current
published functional specifications for such Software or Hardware. However, any
nonconformity resulting from (a) a modification not approved by LanVision, (b)
Customer's misuse of or damage to the Software or Hardware, (c) third party
supplied software or equipment that has not been certified by LanVision as
compatible with the rest of the System, (d) Software or Hardware not listed on
an applicable Maintenance Services Schedule, or (e) Customer's failure to meet
its obligations under Section 4 of this Agreement, shall not be deemed to be an
Error.

2.9 "Error Correction": either (a) a modification or addition that, when made or
added to the Software or Hardware specified in the applicable Maintenance
Services Schedule, brings such Software or Hardware into material conformity
with the most current published functional specifications, or (b) a procedure or
routine that, when observed in the regular operation of such Software or
Hardware, avoids the practical adverse effect of such nonconformity. The Error
Correction, when completed, may be provided in the form of a "temporary fix"
consisting of sufficient programming and operating instructions to implement the
Error Correction.

2.10 "Hardware": the equipment listed in the Maintenance Services Schedule as
Hardware.

2.11 "Maintenance Services": the maintenance and support services provided to
Customer by LanVision as described in this Agreement, including Error
Correction, Telephone Support, On-Site Support, and the provision of certain
Releases. Maintenance Services may be offered at

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


various coverage levels with correspondingly varying Maintenance Services fees.
The coverage selected is specified in the applicable Maintenance Services
Schedule. Maintenance Services do not include: daily administration, performance
monitoring, backups, media management, equipment cleaning, network support and
troubleshooting, data conversation or recovery, or disaster recovery.

2.12 "Maintenance Services Schedule": the one or more schedules, specifically
approved by LanVision, so named and executed as a part of this Agreement that
list the Software and Hardware for which Maintenance Services are being provided
and that specify the applicable Maintenance Services coverage levels and fees.

2.13 "Normal Working Hours": the hours between 8:30 a.m. and 5:30 p.m. Eastern
Time, Monday through Friday, excluding regularly scheduled holidays of
LanVision.

2.14 "On-Site Support": the Maintenance Services provided at Customer's site
when necessary, as determined by LanVision, to correct Errors in the Software or
Hardware specified in the applicable Maintenance Services Schedule.

2.15 "Priority 1 Error": an Error that (a) prevents a major System component
being used in production from operating, (b) prevents a critical task of the
System from functioning, or (c) materially corrupts data or imperils data
integrity.

2.16 "Priority 2 Error": an Error that (a) impairs a major System component
being used in production from operating as fully as intended, (b) impairs a
critical task of the System from functioning as intended, or (c) is likely to
result in a Priority 1 Error within 72 hours if not corrected.

2.17 "Release": a new edition of the Software specified in the applicable
Maintenance Services Schedule, which may include either Error Corrections or
Enhancements, or both. A Release is identified by a change in a number,
specifying the unique edition state of the Software, which number is to the
right of the first decimal point (e.g., from V 3.4.11 to V 3.5.0).

2.18 "Software": the Custom Software and the Standard Software.

2.19 "Standard Software": the standard, non-custom, computer software programs
listed in the Maintenance Services Schedule as Standard Software.

2.20 "System": the computer software programs and equipment, including, but not
limited to, each item of the Software and the Hardware, that together function
as the electronic medical record system used by Customer.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>


2.21 "Telephone Support": the Maintenance Services provided via the telephone
during Normal Working Hours (a) allowing Customer, through Customer Contacts, to
speak directly with LanVision personnel to report Errors or other issues and
seek assistance in the use of the Software and Hardware specified in the
applicable Maintenance Services Schedule and (b) allowing LanVision to perform
troubleshooting, diagnosis, and resolution by remote dialup. Telephone support
is available, for Priority 1 Errors and Priority 2 Errors only, on an extended
hours coverage basis for an additional charge. The coverage selected is
specified in the applicable Maintenance Services Schedule.

2.22 "Updates": shall mean packages of Software corrections, as well as
revisions addressing common functional and performance issues. An Update is
identified by a change in a number, specifying the unique revision state of the
Software, which number is to the right of the second decimal point (e.g., from V
3.4.11 to V3.4.12).


3.     MAINTENANCE SERVICES

3.1 During the term of this Agreement, LanVision will provide the Maintenance
Services for the Software and Hardware listed on a Maintenance Services Schedule
then in effect. The Maintenance Services for particular Software or Hardware
will commence upon the expiration of the applicable warranty period provided for
under the EMR Software Application Software Sublicense Agreement, or at such
time as otherwise provided in the Maintenance Services Schedule. LanVision may
provide the Maintenance Services with the assistance of its suppliers and
subcontractors. Maintenance Services for items not listed on a Maintenance
Services Schedule may be available on a time and expenses basis. To facilitate
the delivery of the Maintenance Services provided hereunder, Customer shall
acquire and maintain, at its expense, adequate hardware, software and
telecommunication services sufficient to permit remote access to Customer's
System by LanVision. Customer and LanVision shall specifically agree upon
appropriate procedures and protocols for such remote access by LanVision.

3.2 LanVision shall use all reasonable diligence commensurate with the nature of
the Error, to correct any verifiable and reproducible Errors when reported to
LanVision in accordance with its standard reporting procedures. LanVision will
respond to the initial report of an Error within one Normal Working Hour.
LanVision will provide Telephone Support, Error Correction and/or On-Site
Support as necessary to correct Errors. By a LanVision assigned case number,
LanVision will log and track all Errors and other issues reported by Customer
and will provide weekly case status reports to Customer Contacts. LanVision is
not responsible for correcting Errors in any editions of the Software other than
the two most recent Releases of the Software.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


3.3 Customer shall pay LanVision on a time and expenses basis for all LanVision
work spent investigating or correcting an error or malfunction that is not an
Error.

3.4 LanVision may, from time to time, issue Releases and/or Updates containing
Error Corrections and/or minor Enhancements to its customers generally, at no
charge. LanVision shall provide Customer with such Releases and/or Updates for
the Software being maintained under this Agreement, without additional charge.
Customer shall install any such Releases and/or Updates. Because Releases and/or
Updates are cumulative, each Release and/or Updates is useful only if Customer
has obtained and installed all prior applicable Releases and/or Updates.
LanVision may, from time to time, offer new versions containing major
Enhancements to its customers for an additional charge. LanVision will consider
and evaluate the development of additional Enhancements for Customer's specific
use and will respond to Customer's requests for additional services pertaining
to the Software. If LanVision agrees to provide such Enhancements or services,
they will be contracted for under the terms of a separate agreement.


4.     CUSTOMER RESPONSIBILITIES

4.1 Customer shall designate in writing to LanVision at least one, but no more
than five, Customer Contacts. The Customer Contacts shall be qualified to
facilitate all necessary maintenance and support for the System.

4.2 Customer, through the Customer Contacts, shall notify LanVision promptly
following the discovery of any Error. Further, upon discovery of an Error,
Customer shall, if requested by LanVision, submit to LanVision a listing of
output and any other data that LanVision may reasonably require in order to
reproduce the Error and the operating conditions under which the Error occurred
or was discovered.

4.3 Customer shall select a sufficient number of operators who are qualified to
operate the System and are familiar with the information that serves as input
and output of the System. Customer shall monitor the performance of the System
and shall provide backup operations to protect itself from loss due to any error
conditions. Customer is responsible for periodic cleaning and maintenance
activities for all components of the System as recommended by LanVision and
manufacturers, as applicable. Customer is responsible for data integrity and for
any necessary conversion of its data to the format required by the System.
Customer is responsible for maintaining the compatibility of third party
supplied software and equipment with the Software and the Hardware.

4.4 Customer is responsible for procuring, installing, and maintaining all
equipment (other than the Hardware covered by the Maintenance Services under
this Agreement), telephone lines,

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


communications interfaces, and other components necessary to operate the System
and to obtain Maintenance Services from LanVision. Customer shall provide
LanVision with such time and attention of Customer personnel and such access to
Customer's facilities and the System and shall take such site preparation steps
as may be necessary or appropriate to enable LanVision to provide the
Maintenance Services. Customer shall make available qualified Customer personnel
to facilitate LanVision's performance of Maintenance Services.

4.5 The timely completion of the Maintenance Services by LanVision is dependent
on the timely fulfillment by Customer of its responsibilities. If LanVision is
prevented from performing any Maintenance Services or is required to perform
additional work as a result of (a) the unavailability of Customer personnel, (b)
the unavailability, incompletion, or improper installation, configuration, or
operation of Customer's facilities or equipment, (c) Customer failing to timely
provide LanVision with any necessary assistance, instructions, or information,
or (d) Customer otherwise failing to meet its responsibilities under this
Section 7, Customer shall pay LanVision on a time and expenses basis at
LanVision's then current rates for any work time lost or additional work
performed. The date on which LanVision's obligations are required to be
fulfilled will be extended for a period of time equal to the time lost by reason
of the delay or additional work.


5.     USAGE AND OWNERSHIP RIGHTS

5.1 Customer's rights and obligations concerning the use of any Error
Corrections, Enhancements, or Releases (or any other programming made or
provided by LanVision, regardless of its form or purpose) shall be the license
and use rights and obligations as provided in the EMR Software Application
Sublicense Agreement.

5.2 The modifications to the Software, including all associated intellectual
property rights, made or provided by LanVision pursuant to this Agreement,
whether alone or with any contribution from Customer or its personnel, shall be
owned exclusively by LanVision. To the extent that Customer or its personnel may
acquire any right or interest in the modifications by operation of law, Customer
irrevocably assigns all such right and interest exclusively to LanVision.
Customer shall take any action and execute any documents reasonably necessary
and sufficient to give effect to the provisions of this Section 5.

5.3 LanVision agrees to place and maintain a copy of the source code for the
Software in escrow (to the extent LanVision owns such source code or is
authorized to place it in escrow) with a recognized source code escrow agent on
customary terms and conditions, and agrees to make Customer a beneficiary of
such escrow arrangement. LanVision hereby grants to Customer a nonexclusive
license to use, reproduce, and modify the source code for the Software to
support and maintain the Software, and for no other purpose. Such license shall
be effective

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


only upon the proper release of the source code from the escrow agent in
accordance with the terms of the escrow agreement between LanVision and the
escrow agent.


6.     FEES AND PAYMENT

6.1 Customer shall pay IDX the Maintenance Services fees set forth on the
Maintenance Services Schedules executed under this Agreement. These Maintenance
Services fees are due [CONFIDENTIAL] basis beginning upon the later of either
(a) the expiration of the applicable warranty period provided under the EMR
Software Application Sublicense Agreement or (b) the execution of the
Maintenance Services Schedule, or at such time as otherwise provided in the
Maintenance Services Schedule. Customer shall pay fees for Maintenance Services
for items not listed on a Maintenance Services Schedule on a [CONFIDENTIAL], and
such fees may be billed to Customer directly by LanVision. In addition, if
Customer purchases additional hardware or third party software and LanVision is
willing to provide Maintenance Services for such additional items as part of
this Agreement, then Customer shall pay IDX additional support fees for such new
items.

6.2 At any time following the [CONFIDENTIAL] anniversary of the Maintenance
Services Schedule, the Maintenance Services fees may be changed upon
[CONFIDENTIAL] prior written notice to Customer.

6.3 Customer shall pay all reasonable out-of-pocket expenses incurred by
LanVision on Customer's behalf. These expenses will be limited to media and
other materials costs; shipping and handling costs; reasonable and customary
travel, lodging, and meal expenses; and any special or unusual expenses incurred
at Customer's request. Expenses are due as incurred and will be billed to
Customer directly by LanVision.

6.4 Customer shall pay when due or, if necessary, reimburse IDX or LanVision, as
applicable, for, all sales, use, property, excise, and other similar taxes,
including penalties and interest arising from Customer's failure to pay such
taxes timely, resulting from the use of the Software or from any activities
under this Agreement, exclusive of taxes based on IDX's or LanVision's net
income or corporate franchise. If Customer has tax-exempt status, it shall
supply IDX with its tax-exempt certificate and/or number as necessary. Taxes are
due as assessed.

6.5 Customer shall pay all amounts due, except those disputed in good faith,
under this Agreement upon receipt of the invoice to the address designated on
the invoice. Customer shall pay a monthly service charge of [CONFIDENTIAL] on
all such amounts not paid within 30 days of the invoice date.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


7.     WARRANTIES

7.1 LanVision warrants that the Maintenance Services will be of professional
quality conforming to generally accepted industry standards. As LanVision's sole
responsibility and Customer's exclusive remedy, in the event of any material
failure to meet such standard, LanVision shall make all reasonable efforts to
remedy any such failures in accordance with the Error Correction procedures
provided for in this Agreement.

7.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, LANVISION AND ITS LICENSORS,
SUPPLIERS, AND SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE MAINTENANCE
SERVICES, THE SYSTEM, OR ANY OUTPUT BASED ON USE OF THE SYSTEM. LANVISION
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.


8.     INDEMNITIES AND LIABILITIES

8.1 Customer shall require all Affiliates to agree in writing to abide by the
obligations and restrictions established by this Agreement. Customer hereby
guarantees the compliance of Affiliates with the terms of this Agreement and
shall be fully liable for any and all non-compliance by Affiliates.

8.2 Customer shall indemnify and hold LanVision harmless from and against all
claims, liabilities, damages, and expenses, including court costs and reasonable
attorney fees, arising out of or in any manner connected with Customer's
operation of its business, the safety of its workplace, the quality and
condition of any output of the System, or any other act or omission of Customer,
in whole or in part.

8.3 The total liability of LanVision, IDX, and their licensors, suppliers, and
subcontractors for all claims, whether in contract, tort, or otherwise, arising
out of, connected with, or resulting from the Maintenance Services provided
under this Agreement shall not exceed [CONFIDENTIAL].

8.4 IN NO EVENT SHALL LANVISION, IDX, OR EITHER OF THEIR SUPPLIERS, OR
SUBCONTRACTORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR PROFITS,
COST OF CAPITAL, CLAIMS OF CUSTOMER'S CLIENTS FOR SERVICE INTERRUPTIONS OR
FAILURE OF SUPPLY, AND COSTS AND EXPENSES INCURRED IN CONNECTION WITH LABOR,
OVERHEAD, TRANSPORTATION, INSTALLATION, OR REMOVAL OF EQUIPMENT OR PROGRAMMING
OR SUBSTITUTE FACILITIES OR SUPPLY RESOURCES, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>

9.     TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue until
terminated in accordance with this Section 9.

9.2 Each Maintenance Services Schedule shall commence on the date it becomes
fully signed by LanVision and Customer and shall continue in effect for one year
and thereafter shall automatically renew for successive renewal terms of one
year each, unless and until either party elects to terminate the Maintenance
Services Schedule upon expiration of the term then in effect by giving written
notice of its intention at least 60 days prior to the date of such expiration.
Notwithstanding the foregoing, all Maintenance Services Schedules shall
terminate upon the termination of either this Agreement or the EMR Sublicense
Agreement.

9.3 Failure by either party to comply with any material term or condition of
this Agreement or the EMR Sublicense Agreement shall constitute default. The
non-defaulting party shall be entitled to give written notice to the defaulting
party requiring it to cure the default. The notice shall include a detailed
description of the act or omission that constitutes default. If the defaulting
party has not cured the default within 30 days after receipt of the notice, the
non-defaulting party may terminate this Agreement by giving written notice to
take effect upon receipt. The right to terminate this Agreement is in addition
to any other rights and remedies provided under this Agreement or otherwise
under law.

9.4 In addition to the rights set forth in Paragraph 9.3 above, if Customer
fails to pay any fees or charges due, except those disputed in good faith, under
this Agreement or fails to carry out any other obligation under this Agreement
or the EMR Sublicense Agreement, LanVision may, at its option, suspend
Maintenance Services upon 30 days' prior written notice until Customer cures the
default.

9.5 No termination of this Agreement or any Maintenance Services Schedule shall
release Customer from any obligation to pay IDX or LanVision, as applicable, any
amount that has accrued or become payable at or prior to the date of
termination. No suspension of Maintenance Services pursuant to Paragraph 9.4
shall release Customer from any obligation to pay IDX the Maintenance Services
fees. Customer shall not be entitled to any refund of Maintenance Services fees
paid to IDX or its licensors as a result of a termination based on Customer's
default.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


9.6 Should Customer terminate this Agreement for any reason other than an
uncured default by LanVision and desire to purchase additional Maintenance
Services for the Software or Hardware at a later time, Customer shall be
required to enter into a new agreement with LanVision under which Customer must
[CONFIDENTIAL].


10.    DISPUTE RESOLUTION

10.1 Any claim or controversy arising out of or relating to this Agreement,
including any anticipated breach or disagreement as to interpretation of this
Agreement, that is not resolved by the parties themselves, shall be settled by
binding arbitration in Cincinnati, Ohio, administered by the American
Arbitration Association under its Commercial Arbitration Rules, including its
Optional Rules for Emergency Measures of Protection. The arbitrator(s) shall
decide all discovery issues. Neither party nor the arbitrator(s) may disclose
the existence, content, or results of any arbitration hereunder without the
prior written consent of both parties, except as may be necessary to judicially
or otherwise enforce the arbitration agreement or any award arising therefrom.
All fees and expenses of the arbitration shall initially be borne by the parties
equally. However, each party shall bear the expense of its own counsel, experts,
witnesses, and preparation and presentation of proofs, except that the
prevailing party shall be entitled to an award of reasonable attorney's fees
and/or reimbursement for fees and expenses of the arbitration, to be determined
by the arbitrator(s). Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. For purposes of judicial
enforcement of an arbitration judgment, the parties hereby consent to the
non-exclusive jurisdiction of the Federal and State Courts located in Hamilton
County, Ohio.


11.    MISCELLANEOUS

11.1 Nonsolicitation. Each party shall refrain from soliciting for employment or
employing, directly or indirectly, any employee of the other until 12 months
have elapsed following termination of this Agreement, or until 12 months have
elapsed following termination of the employment of the employee, whichever
occurs first.

11.2 Assignment. Neither party may assign or otherwise transfer this Agreement
or any rights or obligations under this Agreement to any third party without the
prior written consent of the other party, except that this Agreement may be
transferred to a successor to all or substantially all of the assets and
business of the transferring party. Consent shall not be unreasonably withheld.
Subject to the restriction on transfer set forth in this Paragraph, this
Agreement shall be binding upon and shall inure to the benefit of the parties'
successors and assigns.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


11.3 Force Majeure. Neither party shall be liable for any delay in or failure of
performance resulting from any cause or condition beyond its reasonable control,
whether foreseeable or not.

11.4 Waiver. The failure of either party to act upon any right, remedy, or
breach of this Agreement shall not constitute a waiver of that or any other
right, remedy, or breach. No waiver shall be effective unless made in writing
and signed by an authorized representative of the waiving party.

11.5 Notices. Unless provided otherwise in this Agreement, any notice required
or permitted under this Agreement shall be personally delivered, or sent by
telefax, courier, express or overnight delivery service, or by certified mail,
postage prepaid, return receipt requested, to the following address:

              If to Customer:      [PRIMARY CUSTOMER NAME]
                                   [PRIMARY CUSTOMER ADDRESS]
                                   Attention: [NAME AND/OR TITLE]
                                   Telefax: [NUMBER]

              If to  LanVision:    LanVision, Inc.
                                   5481 Creek Road
                                   Cincinnati, Ohio  45242
                                   Attention:  Chief Financial Officer
                                   Telefax: (513) 794-7272

                or to such other address as shall be advised by any party to
       the other in writing. Notices shall be effective as of the date of
       receipt.

11.6 Third Party Beneficiaries. IDX's and LanVision's licensors, suppliers, and
subcontractors shall be third party beneficiaries under this Agreement.

11.7 Governing Law. This Agreement and any claim arising out of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio, excluding its conflict of laws principles.

11.8 Provisions Severable. The provisions of this Agreement are severable. If
any provision is held to be invalid, unenforceable, or void, the remaining
provisions shall not as a result be invalidated.

11.9 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties relating to the object and scope of this
Agreement. Any representation,

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


statement, or warranty not expressly contained in this Agreement shall not be
enforceable by the parties. This Agreement may not be amended except by a
writing that specifically references this AGREEMENT AND IS SIGNED BY AUTHORIZED
REPRESENTATIVES OF THE PARTIES.

[PRIMARY CUSTOMER LEGAL NAME]           IDX INFORMATION SYSTEMS CORPORATION, AS
                                        AGENT FOR LANVISION, INC.


By:                                     By:
   -----------------------------           -------------------------------------
            (Signature)                                (Signature)


---------------------------------      -----------------------------------------
     (Name Typed or Printed)                    (Name Typed or Printed)


---------------------------------      -----------------------------------------
             (Title)                                     (Title)


---------------------------------      -----------------------------------------
             (Date)                                       (Date)



NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



                                   SCHEDULE D

                                 SERVICES RATES


The LanVision professional services hourly rates for first-shift are:

EM         Engagement Manager (Hourly rate)                    [CONFIDENTIAL]
DBA        Database Administrator (Hourly rate)                [CONFIDENTIAL]
AAS        Application Administration (Hourly rate)            [CONFIDENTIAL]
TC         Technical Consultant (Hourly rate)                  [CONFIDENTIAL]
OC         Operational Consultant (Hourly rate)                [CONFIDENTIAL]
SA         Systems Analyst/Programmer (Hourly rate)            [CONFIDENTIAL]
SS         Sales Support Specialist (Hourly rate)              [CONFIDENTIAL]
HD1        Help Desk Analyst Level 1 (Hourly rate)             [CONFIDENTIAL]
HD2        Help Desk Analyst - Level 2 (Hourly rate)           [CONFIDENTIAL]
AAS        Application Administration Specialist (Hourly       [CONFIDENTIAL]
           rate)

Services performed outside of first-shift hours (i.e., Monday through Friday,
8:00 a.m. - 6:00 p.m., Cincinnati Time) will be billed at [CONFIDENTIAL].

LanVision shall be reimbursed for reasonable necessary travel and living
expenses as provided in this Agreement.

The LanVision training rates are:

           Customer Site Training                              [CONFIDENTIAL].
           Onsite at LanVision Training                        [CONFIDENTIAL]
           Additional Students                                 [CONFIDENTIAL]

Rates may be increased in accordance with Section 9.6 of this Agreement.

Payments of invoices or services provided in accordance with this Schedule D are
due and payable upon receipt.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



                                   SCHEDULE E

               TECHNICAL SEVERITY AND CLIENT PRIORITY DESCRIPTIONS

TECHNICAL SEVERITY AND CLIENT PRIORITY
       Two mechanisms are used to identify the significance of software
       problems. TECHNICAL SEVERITY is used internally by LanVision and is
       assigned by the Customer Service representative to indicate the level of
       potential impact on patient care and/or business operations for Clients.
       The following Table 2 defines the technical severity levels used and
       LanVision's commitment for response at each level.

       CLIENT PRIORITY allows each Client to identify the issues whose
       resolutions are most important to their business. The Customer Service
       representative works issues in each application area for each Client in
       Client Priority order, regardless of the Technical Severity.
       [CONFIDENTIAL].



NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>




                                     TABLE 2
                               TECHNICAL SEVERITY

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
TECHNICAL SEVERITY
   DESCRIPTION                             REPORTING                              RESPONSE
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
[CONFIDENTIAL]                           [CONFIDENTIAL]                        [CONFIDENTIAL]
------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]                           [CONFIDENTIAL]                        [CONFIDENTIAL]
------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]                           [CONFIDENTIAL]                        [CONFIDENTIAL]
------------------------------------------------------------------------------------------------------------------
</TABLE>



NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



                                   SCHEDULE F


                   CERTIFIED THIRD PARTY HARDWARE AND SOFTWARE



Third Party Hardware and Software Configurations


The following Third Party hardware and software is required to operate the
Software as of the date of this Agreement. LanVision shall update this Exhibit
on a quarterly basis to reflect any changes in the 3rd party hardware and
software requirements of LanVision-authored software.


PART 1: 3RD PARTY HARDWARE

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
         MODEL                                          DESCRIPTION                                            QTY.
-------------------------------------------------------------------------------------------------------------------------------
                                                           EITHER
<S>                      <C>                               <C>                                      <C>
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]
                                                             OR:

[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]

                         [CONFIDENTIAL]

[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]

-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.


<PAGE>


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                               <C>                                      <C>
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL]           [CONFIDENTIAL]                                                             [CONFIDENTIAL]


-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


PART 2: 3RD PARTY SOFTWARE

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>



I.     EMBEDDED PRODUCTS: (1)

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
            COMPANY                              PRODUCT                             LANVISION PRODUCT
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                    <C>
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         OCC, Correspondence, OmniVision,
                                                                         DocModify
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         Foundation Suite, AIP32
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         ChartVision 3.X, OCC
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         OCC, Correspondence, OmniVision, Doc
                                                                         Modify, Foundation Suite
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         OCC
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         Correspondence
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         ChartVision 3.X
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         OCC, Correspondence, OmniVision,
                                                                         DocModify
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware
-------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]                   [CONFIDENTIAL]                         AccessANYware

-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Embedded is defined as installed automatically with the install of a
       LanVision product.


------------------
(1)    Embedded is defined as installed automatically with the install of a
       LanVision product.


NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

<PAGE>


II.    NON-EMBEDDED PRODUCTS: (2)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
          COMPANY                           PRODUCT NAME                             LANVISION PRODUCT
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                      <C>
 [CONFIDENTIAL]               [CONFIDENTIAL]                            ChartVision 3.X
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            Correspondence and custom workflow
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            Fax Server (ChartVision, OmniVision, OCC,
                                                                        Correspondence and DocModify)
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            Correspondence and custom workflow
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            LVScan32 and DocModify
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            ADT Interfaces to LanVision
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            WebView, System Administration and
                                                                        MicroVision
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            Core Services (CV 4.XX)
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            WebView (server) and MicroVision
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            WebView (server) and MicroVision
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            OCC, Correspondence, Reports
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            OCC, Correspondence
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            All LanVision products
--------------------------------------------------------------------------------------------------------------------
 [CONFIDENTIAL]               [CONFIDENTIAL]                            WebView  and MicroVision
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(2)    Non-embedded software must be installed, and can be operated, separately.




-------------------
(2)    Non-embedded software must be installed, and can be operated, separately.

NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.



<PAGE>



                                   SCHEDULE G

                             LANVISION CUSTOMER LIST

The following are LanVision customers as of the date of this agreement.
LanVision agrees to update this Exhibit on a regular basis.


Albert Einstein Medical Center, Philadelphia, PA
Christiana HealthCare System, DE
Holzer Medical Center, Gallipolis, OH
Medical College of Georgia
Medical University Health Authority dba Medical University of South Carolina
OhioHealth, Columbus, OH
Stanford Health Care
Kettering Medical Center, Dayton, OH
Children's Medical Center of Dallas
Continuum Health Partners, New York, NY
Texas Health Resources, Dallas, TX
Highland Park Hospital, Highland Park, IL
Memorial Sloan Kettering Cancer Center, New York, NY
ProMedica Health Systems, Toledo, OH
The Health Alliance of Cincinnati
University of Pittsburgh Medical Center






NOTE: PORTIONS MARKED "[CONFIDENTIAL]" HAVE BEEN OMITTED FOR REASONS OF
CONFIDENTIALITY AND HAVE BEEN FILED SEPARATELY WITH THE U. S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.