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                                                                       EXHIBIT A


                        CONSULTING AND ADVISORY AGREEMENT

     THIS CONSULTING AGREEMENT, dated as of September 1, 1996 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").

     A.   The Company and Consultant desire to establish a consulting and 
advisory arrangement.

     B.   The Company and Consultant are entering into this Consulting and 
Advisory Agreement in conjunction with the simultaneous execution of the 
Agreement, dated of even date herewith, between the Company and Consultant 
regarding the settlement of certain claims (the "AGREEMENT").

     In consideration of the foregoing and of the respective covenants and 
agreements of the parties herein contained, the receipt and sufficiency of 
which consideration are hereby acknowledged, the parties hereto agree as 
follows:

1.   CONSULTANCY.  The Company agrees to retain Consultant as a consultant and 
advisor, and Consultant agrees to serve the Company, on the terms and 
conditions set forth herein.  The retention of Consultant by the Company as a 
consultant and advisor shall be for the period commencing on September 1, 1996 
and expiring September 1, 1998 (the "EXPIRATION DATE"), unless such consultancy 
shall have been sooner terminated as hereinafter set forth in Section 4.

2.   RESPONSIBILITIES.  Consultant's role hereunder (i) as an advisor shall 
primarily be as a clinical advisor to the Company and (ii) as consultant shall 
primarily be in the area of support and promotion of the Company's products and 
services.  As a clinical advisor, Consultant's duties would include, but not be 
limited to: providing design input on product releases; identifying appropriate 
data fields and data structures; assisting in testing of new design concepts; 
and interacting with the Company's clinical liaisons and product managers. 
Consultant shall report directly to the Chief Executive Officer of the Company 
and shall perform such duties as the Chief Executive Officer shall reasonably 
assign from time to time to Consultant.  While the daily commitment required by 
Consultant to fulfill his duties hereunder will vary, it is understood that 
such duties assigned hereunder and not intended to materially interfere or 
prevent Consultant from reasonably performing his duties with Atlanta 
Cardiology Group, P.C.

3.   COMPENSATION.  During the term of his consultancy hereunder, Consultant 
shall receive a consulting fee of $60,000, per year, payable bi-weekly.  If 
Consultant is requested to travel to render services hereunder, the Company 
shall reimburse Consultant for all necessary and reasonable expenses incurred 
by Consultant in accordance with and as permitted by the expense reimbursement 
policies adopted by the Company.

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4.   TERMINATION

     (a)  DEATH.  Consultant's consultancy hereunder shall terminate upon his 
death.

     (b)  CAUSE.  The Company may terminate Consultant's consultancy hereunder 
for Cause.  For the purposes of this Consulting Agreement, the Company shall 
have "Cause" to terminate Consultant's consultancy and advisory relationship 
hereunder upon Consultant's (i) willful, continuing, material and bad faith 
failure to perform and discharge his duties and responsibilities hereunder, or 
(ii) gross misconduct that is materially and demonstratively injurious to the 
Company, or (iii) conviction of a felony (unless such conviction is reversed in 
any final appeal thereof); provided that, in the case of termination under 
clauses (i) or (ii)of this Section 4(b), Consultant shall have first received 
written notice of proposed termination at least 30 days prior thereto, 
specifying the grounds for such termination and Consultant shall have failed to 
cure such matters.

     (c)  DATE OF TERMINATION.  "Date of Termination" shall mean the earlier of 
(i) the Expiration Date or (ii) if Consultant's employment is terminated by his 
death, then the date of his death, or if pursuant to Section 4(b), then the 
date specified in the notice of termination.

5.   COMPETITIVE ACTIVITIES

     Consultant agrees that during his consultancy hereunder, for a period of 
12 months after his consultancy and advisory relationship with the Company ends:

     (a)  He will not alone, or in any capacity with another entity:

          (i)  directly or indirectly engage in any commercial activity that 
competes with the Company's business, as the Company has conducted it during 
the 12-month period before the Consultant's consultancy and advisory 
relationship with the Company ends, within any state in the United States in 
which the Company directly or indirectly markets or services products or 
provides services;

          (ii)  in any way interfere or attempt to interfere with the Company's 
relationships with any of its current or potential customers; or

          (iii)  employ or attempt to employ any of the Company's then 
employees on behalf of any other entity competing with the Company.

     (b)  He will, prior to accepting employment with any new employer, inform 
that employer of this Consulting Agreement and provide that employer with a 
copy of this Consulting Agreement.


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     (c)  Consultant may seek the advice of the Company from time to time on 
whether prospective employment he proposes would, in the Company's opinion, 
violate the provisions of this Section 5, by submitting in writing to the 
Company appropriate information.

6.   CONFIDENTIAL INFORMATION

     (a)  CONFIDENTIAL INFORMATION.  For purposes of this Consulting Agreement, 
the term "Confidential Information" means information that is not generally 
known and that is proprietary to the Company, including (i) trade secret 
information about the Company and its products and services; and (ii) 
information relating to the business of the Company as conducted at any time or 
anticipated to be conducted by the Company, and to any of its past, current or 
anticipated products and services, including without limitation, information 
about the Company's research, development, design, manufacturing, purchasing, 
accounting, engineering, marketing, selling, leasing or servicing.  All 
information that Consultant has a reasonable basis to consider Confidential 
Information or which is treated by the Company as being Confidential 
Information shall be presumed to be Confidential Information, whether 
originated by Consultant or by others, and without regard to the manner in 
which Consultant obtains access to such information.  Notwithstanding the 
foregoing, information shall cease to be Confidential Information for purposes 
of this Section 6 when (i) it is required by law or legal process to be 
disclosed in the public domain or (ii) it has become public information as a 
direct or indirect result of disclosure by any person other than Consultant.  
In the event Consultant receives any notice of any action to require disclosure 
of any Confidential Information, as required by law or legal process, 
Consultant immediately shall notify the Company of the notice and any action to 
require disclosure of Confidential Information to permit the Company to 
challenge the required disclosure and seek a protective order.

     (b)  RESTRICTED USE AND NONDISCLOSURE.  Consultant shall not, either 
during the term of this Consulting Agreement or for a period of five years 
following expiration or termination of this Consulting Agreement, (i) use any 
Confidential Information for any purpose other than the performance of his 
duties and responsibilities under this Consulting Agreement for the benefit of 
the Company or (ii) disclose any Confidential Information to any person not 
employed by the Company, without the prior written authorization of the 
Company. Consultant shall exercise prudence and the highest degree of care to 
safeguard and protect, and to prevent the unauthorized disclosure of, all such 
Confidential Information.

     (c)  RETURN OF INFORMATION AT TERMINATION.  Upon termination of the 
consultancy, Consultant shall deliver to the Company all materials, including 
but not limited to product formulations, customer lists, business plans, 
business strategies, instruction sheets, drawings, manuals, letters, notes, 
notebooks, books, reports and copies thereof, computer records, audiotapes and 
videotapes or other media that include Confidential Information.


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Consultant shall not retain any copies or reproductions of any materials, 
product formulations, customer lists, business plans, business strategies, 
instruction sheets, drawings, manuals, letters, notes, notebooks, books, 
reports and copies thereof, computer records, audiotapes, videotapes or other 
materials of the Company that came into Consultant's possession at any time 
during the term of this Consulting Agreement.

7.   INVENTIONS.

     (a)  INVENTIONS.  For purposes of this Consulting Agreement, the term 
"Inventions" means any business plan, strategy, technology, discovery, 
improvement, innovation, idea, formula, shop right, trademark or work of 
authorship or expression (whether or not patentable or copyrightable, and 
whether or not put into writing or reduced to practice) made, generated, or 
conceived by Consultant (whether alone or with others) while employed by the 
Company or to which Consultant has agreed to assign the rights, interest and 
ownership under this Consulting Agreement or under any other document or 
instrument.

     NOTICE:  Pursuant to Minnesota Statutes Section 181.78, Consultant is 
hereby notified that this Agreement does not apply to an invention for which no 
equipment, supplies, facility, Confidential Information or trade secret 
information of the Company was used AND which was developed entirely on 
Consultant's own time AND  does not relate (1) directly to the business of the 
Company OR (2) to the Company's actual or demonstrably anticipated research or 
development, OR does not result from any work performed by Consultant for the 
Company.

     (b)  PROPERTY OF THE COMPANY.  All Inventions made, authored or conceived 
by Consultant, either solely or jointly with others, during Consultant's 
consultancy with the Company or within one (1) year after the termination of 
this Consulting Agreement, are works made for hire and the entire title and 
ownership interest in such items in any form shall be the sole and exclusive 
property of the Company.  Consultant shall execute instruments of assignment 
confirming the foregoing as requested by the Company.

     (c)  DISCLOSURE.  Consultant shall promptly and without request by the 
Company fully disclose to the Company in writing any Inventions.  Consultant 
shall report on a monthly basis to the Company, or more frequently as requested 
by the Company, regarding any and all research and development activities 
during that period.

     (d)  COOPERATION.  Upon the request of the Company, Consultant shall apply 
for such United States or foreign trademarks, patents or copyrights as the 
Company may deem desirable, and Consultant shall do any and all acts necessary 
in connection with such applications for trademarks, patents or copyrights, or 
assignments, in order to  establish in the Company the entire right, title and 
interest in and to such trademarks, patents or copyrights.  All costs and 
expenses incurred in connection with any such application for such trademarks, 
patents


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or copyrights shall be paid by the Company, and Consultant shall be reimbursed 
by the Company to the extent any such costs and expenses were incurred 
personally by Consultant.

8.   INJUNCTIVE RELIEF

     Consultant and the Company acknowledge that a breach by the other of any 
of the terms of Sections 5, 6 or 7 of this Consulting Agreement will render 
irreparable harm to the other and that the Company or Consultant (as the case 
may be) shall therefore be entitled to any and all equitable relief, including 
but not limited to injunctive relief, and to any other remedy that may be 
available under any applicable law or agreement between the parties.

9.   REPRESENTATIONS OF CONSULTANT.

     Consultant represents and warrants that his execution and delivery of this 
Consulting Agreement and performance by Consultant of his obligations under 
this Consulting Agreement shall in no way violate the terms and conditions of 
any other agreement, written or oral, or any other instrument or arrangement to 
which Consultant is a party or by which Consultant is bound.

10.  MISCELLANEOUS.

     (a)  WAIVER.  No waiver of any term, condition or covenant of this 
Consulting Agreement shall be deemed to be a waiver of subsequent breaches of 
the same or other terms, covenants or conditions hereof.

     (b)  AMENDMENT.  This Consulting Agreement may not be amended, altered or 
modified except by a written agreement between the parties hereto.

     (c)  ASSIGNABILITY.  

          (i)  CONSULTANT ASSIGNABILITY.  Consultant shall not assign this 
     Consulting Agreement to any third party for whatever purpose without the 
     express, prior written consent of the Company.  

          (ii)  COMPANY ASSIGNABILITY.  The Company shall have the right to 
     assign this contract to its successors or permitted assigns, (but not to 
     other persons,) and all covenants or agreements hereunder shall inure to 
     the benefit of and be enforceable by or against its successors or assigns.

          (iii)  DEFINITIONS.  The terms "successor" and "permitted assigns" 
     shall include any person, individual or entity that buys all or 
     substantially all the Company's assets, or a controlling portion of its 
     stock, or with which it merges or consolidates.

     (d)  INVALIDITY AND SEVERABILITY.  In the event part or any portion of 
this Consulting Agreement is determined to be invalid or


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unenforceable by any court of competent jurisdiction, the parties agree that 
this Consulting Agreement as so construed shall remain in force and effect 
between them and shall be applied as if the offending part or portion did not 
comprise an element hereof; provided that such resulting construction of this 
Consulting Agreement does not frustrate the main purpose of this Consulting 
Agreement.

     (e)  NOTICES.  Any notice required to be given hereunder shall be duly and 
properly given if hand delivered, transmitted by facsimile or mailed postage 
prepaid to either party at the addresses set forth below, effective as of the 
date of mailing:

          If to Consultant:   William D. Knopf, M.D.
                              540 Chestnut Rose Lane
                              Atlanta, GA   30327

          If to the Company:  LifeRate Systems, Inc.
                              7210 Metro Boulevard
                              Minneapolis, MN  55439-2128
                              Attention:  Chief Executive Officer

          With a copy to:     Michel A. LaFond, Esq.
                              Oppenheimer Wolff & Donnelly
                              45 South Seventh Street
                              Suite 3400
                              Minneapolis, MN  55402

     Either party may change its address by giving ten days' prior written 
notice to the other party of the new address.

     (f)  DEFINITIONS.  For purposes of this Consulting Agreement, the 
following words shall have the meanings indicated:

          (i)  TECHNOLOGY.  The term "technology" means all know-how, trade 
     secrets, processes, inventions, specifications, equipment, computer 
     software, trademarks, trade names, service marks, patents, patent 
     applications, proprietary information, copyrights and other related 
     intellectual property.

          (ii)  TRADE SECRET.  The term "trade secret" means any information or 
     compilation of information possessed by the Company that derives 
     independent economic value, actual or potential, from not being generally 
     known to, and not being readily ascertainable by proper means by other 
     persons who can obtain economic value from its disclosure or use.   For 
     purposes of this Consulting Agreement, the term "trade secret" includes 
     both information disclosed to Consultant by the Company and information 
     developed by Consultant in the course of his employment.

     (g)  GOVERNING LAW.  This Consulting Agreement shall be governed by and 
construed under the laws of the State of Minnesota.


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     (h)  RESCISSION OF AGREEMENT.  Notwithstanding any provision in this 
Consulting Agreement to the contrary, in the event Consultant delivers a Notice 
of Rescission (as defined in the Settlement Agreement) to the Company, then 
this Consulting Agreement shall, upon receipt of the Notice of Rescission by 
the Company, also be deemed to be simultaneously rescinded and rendered null 
and void in all respects.

     IN WITNESS WHEREOF, the parties have duly executed, or caused to be 
executed by a duly authorized representative, this Consulting Agreement as of 
the date first set forth above.

                              LIFERATE SYSTEMS, INC.



                              By  /s/ William A. Chorske
                                ---------------------------------------------


                              CONSULTANT



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


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