<PAGE>

                                    AGREEMENT

     THIS AGREEMENT, dated as of September 1, 1996, is entered into by and 
between LifeRate Systems, Inc., a Minnesota corporation (the "COMPANY"), and 
William D. Knopf, M.D., an individual presently residing in the State of 
Georgia ("CONSULTANT").

                                    RECITALS

     The Company and Consultant desire to (i) enter into a consulting and 
advisory arrangement and (ii) resolve in a final and binding way any and all 
existing and potential claims between the Company and Consultant relating in 
any way to their prior employment relationship and the termination of such 
relationship, which termination occurred on the date hereof (the "TERMINATION 
DATE").

     In consideration of the foregoing and the mutual agreements set forth 
below, the parties hereto agree as follows:

     1.   Subject to the terms and conditions hereof, the Consultant agrees to 
the following:

          (a)  He will execute contemporaneously herewith the Consulting and 
Advisory Agreement in the form attached hereto as Exhibit A ("CONSULTING 
AGREEMENT"), the terms of which are incorporated herein by reference.

          (b)  He will execute contemporaneously herewith the Release in the 
form attached hereto as Exhibit B, the terms of which are incorporated herein 
by reference.

     2.   Subject to the terms and conditions hereof, the Company agrees to the
following:

          (a)  The Company will execute the Consulting and Advisory Agreement 
in the form attached hereto as Exhibit A, the terms of which are incorporated 
herein by reference.

          (b)  The Company will execute the Non-Statutory Stock Option 
Agreement in the form attached hereto as Exhibit C ("OPTION AGREEMENT"), the 
terms of which are incorporated herein by reference.

          (c)  The Company will execute the Release in the form attached hereto 
as Exhibit D (together with the Release referred to in Section 1(b), the 
"RELEASES"), the terms of which are incorporated herein by reference.

     3.   Consultant agrees to cooperate with the Company and its counsel in 
connection with any litigation matters or disputes involving the Company with 
respect to which Consultant has information that would be relevant to such 
matters and agrees to make himself available as may reasonably be necessary in 
connection


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with such matters, including, without limitation, litigation matters involving 
Donna Edmonds and/or Clinical Sales and Services, Inc. ("CSSI").  The Company 
will make a good faith effort to ensure that this cooperation and assistance 
will not unreasonably interfere with Consultant's employment or other business 
activities.

     4.   Without in any way limiting the scope of the Release referred to in 
Section 1(b), Consultant agrees not to assert as an employee, officer, 
director, or shareholder of CSSI or in any other capacity, any claims or causes 
of action against the Company, or any of its directors, officers or employees, 
nor to cooperate or voluntarily assist other parties in the assertion of any 
such claims or causes of action, for or in respect of any matters, actions or 
relationships between the Company and CSSI, including, without limitation, in 
respect of the Sales and Marketing Services Agreement dated as of September 18, 
1995.  This provision does not preclude Consultant from responding to a 
subpoena or other legal process.

     5.   Consultant agrees and understands that he is entitled to no other 
compensation or benefits other than those enumerated in this Agreement and will 
not accrue or become entitled to any benefits other than as provided herein.

     6.   Consultant hereby acknowledges he has had up to 21 days to consider 
the terms of this Agreement before signing, that he fully understands and 
accepts the terms of this Agreement, that his signature is freely, voluntarily 
and knowingly given, and that he has been provided a full opportunity to review 
and reflect on the terms of this Agreement and to obtain the advice of legal 
counsel of his choice, which advice the Company has encouraged him to obtain.

     7.   After executing this Agreement, Consultant understands that he may 
rescind this Agreement by delivering written notice of such rescission ("NOTICE 
OF RESCISSION") within 15 days of the date of such execution by certified mail, 
return receipt requested, to LifeRate Systems, Inc., 7210 Metro Boulevard, 
Edina, Minnesota 55439; Attn:  Chief Executive Officer.  Consultant understands 
that in the event he exercises this right of rescission, then this Agreement, 
the Consulting Agreement, the Option Agreement and the Releases shall all be 
simultaneously deemed to be rescinded and rendered null and void in all 
respects upon receipt by the Company of the Notice of Rescission.

     8.   This Agreement does not constitute an admission that the Company 
violated any statute or principle of common law or engaged in any wrongdoing.

     9.   This Agreement constitutes the entire agreement between the parties 
and supersedes all previous negotiations, representations and agreements 
heretofore made by the parties with respect to the subject matter hereof.  No 
amendment, waiver or


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discharge hereof shall be valid unless in writing and executed by both parties 
hereto.

     10.  The laws of the State of Minnesota will govern the validity, 
construction and performance of this Agreement, without regard to the conflict 
of law provisions of any jurisdictions.  Any legal proceeding related to this 
Agreement will be brought in an appropriate Minnesota court, and both the 
Company and Consultant hereby consent to the exclusive jurisdiction of that 
court for this purpose.

     11.  Whenever possible, each provision of this Agreement will be 
interpreted so that it is valid under the applicable law.  If any provision of 
this Agreement is to any extent invalid under the applicable law, that 
provision will still be effective to the extent it remains valid and the 
remainder of this Agreement shall continue to be valid; provided that such 
resulting construction of this Agreement does not frustrate the main purpose of 
this Agreement.

     12.  Consultant may not assign this Agreement to any third party for 
whatever purpose without the express written consent of the Company.  The 
Company may not assign this Agreement to any third party, except by operation 
of law through merger, consolidation, liquidation or recapitalization, or by 
sale of all or substantially all of the assets of the Company, without the 
express written consent of Consultant.

     13.  The parties hereto agree that the rights granted by this Agreement 
are both unique and special, and the parties contemplate that enforcement of 
this Agreement may be had by recourse to the equitable remedies available in 
courts of appropriate jurisdiction in addition to any other remedies which may 
be or may become available at law.

     The parties have duly executed this Agreement as of the date first above 
written.

                                   LIFERATE SYSTEMS, INC.

                                   By:  /s/ William W. Chorske
                                      -------------------------------------
                                   Title:  Chief Executive Officer
                                         ----------------------------------


                                   /s/ William D. Knopf, M.D.
                                   ----------------------------------------
                                   William D. Knopf, M.D.

                                   Address:  540 Chestnut Rose Lane
                                             Atlanta, GA  30327


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