<PAGE>   1
                                                                [EXECUTION COPY]

================================================================================


        SECOND AMENDED AND RESTATED OUTSOURCING AND OPERATING AGREEMENT *

                           dated as of January 1, 2001

                                      among

                                 NOVATION, LLC,

                                    VHA INC.,

                       UNIVERSITY HEALTHSYSTEM CONSORTIUM,

               HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,

                                       and

                               NEOFORMA.COM, INC.


================================================================================


* Confidential treatment requested for certain portions of this exhibit.
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>     <C>                                                                                 <C>
1.      DEFINITIONS......................................................................... 2


2.      NOVATION OBLIGATIONS................................................................ 8

        2.1    Agency Relationship.......................................................... 8
        2.2    Novation Duties.............................................................. 8
        2.3    Certain Contracts............................................................ 9

3.      NEOFORMA OBLIGATIONS................................................................10

        3.1    Service......................................................................10
        3.2    Service Levels...............................................................10
        3.3    Cooperation with Novation....................................................10
        3.4    The First * Locations........................................................10
        3.5    Quality Assurance Program....................................................10
        3.6    Notice of Materially Adverse Facts...........................................10
        3.7    Case Studies.................................................................11
        3.8    Supplier Sign-Up and Integration.............................................11

4.      THE EXCHANGE........................................................................12

        4.1    Maintenance of Exchange......................................................12
        4.2    Consultation.................................................................12
        4.3    Provision of Non-Contract Product Information................................12
        4.4    Provision of Contract Product Information....................................13
        4.5    Independent Users............................................................13
        4.6    Multiple Memberships.........................................................13
        4.7    User Registration............................................................13
        4.8    Delivery and Order Fulfillment...............................................14
        4.9    Removal of Products from the Exchange........................................14
        4.10   Customized Exchanges.........................................................14
        4.11   Links........................................................................14
        4.12   Reasonable Assistance........................................................14

5.      NOVATION EXCHANGE AND HPPI EXCHANGE.................................................14

        5.1    Development..................................................................14
        5.2    Hosting......................................................................15
        5.3    Delivery and Order Fulfillment...............................................15
        5.4    Display of Material..........................................................15
        5.5    Reports and Meetings.........................................................15
        5.6    Retained Contracts...........................................................16
        5.7    Marketing....................................................................16
        5.8    Neoforma Auction.............................................................16
        5.9    Neoforma Plan................................................................16

6.      EXCLUSIVITY AND RIGHT OF FIRST OFFER................................................17
</TABLE>

* Confidential treatment requested.
<PAGE>   3

<TABLE>
<S>     <C>                                                                                 <C>
        6.1    Novation, VHA, UHC and HPPI Exclusivity......................................17
        6.2    Neoforma Exclusivity.........................................................17
        6.3    Right of First Offer for Novation and Neoforma...............................18
        6.4    First Offer for Non-Exclusive Services.......................................19

7.      LICENSES AND OWNERSHIP..............................................................20

        7.1    Ownership of Marks...........................................................20
        7.2    Novation Marks...............................................................20
        7.3    Neoforma Marks...............................................................20
        7.4    VHA, UHC and HPPI Marks......................................................20
        7.5    Ownership of Neoforma Materials and Novation Materials.......................21
        7.6    Neoforma Materials...........................................................21
        7.7    Novation Materials...........................................................21
        7.8    Development of Tools.........................................................21
        7.9    Access License...............................................................22

8.      FEES AND TAXES......................................................................22

        8.1    Contract Product Transaction Fees............................................22
        8.2    Revenue Sharing..............................................................23
        8.3    Adjustment of Transaction Fees...............................................23
        8.4    Reporting and Payment of Novation Exchange Transaction Fees and Revenue
               Sharing......................................................................24
        8.5    * ...........................................................................24
        8.6    Taxes........................................................................26
        8.7    New Markets..................................................................26
        8.8    Product Returns..............................................................26
        8.9    Neoforma * and Neoforma *, and * and * ......................................26
        8.10   * ...........................................................................26
        8.11   Other Expenses...............................................................27

9.      TERM AND TERMINATION................................................................27

        9.1    Initial Term.................................................................27
        9.2    Renewal and Extension of Term................................................28
        9.3    Termination for Cause........................................................28
        9.4    Termination for Insolvency Events............................................28
        9.5    Termination for Rejection in Bankruptcy......................................28
        9.6    Termination Upon Neoforma Change of Control..................................29
        9.7    Return of Materials..........................................................29
        9.8    Survival.....................................................................29
        9.9    Termination Assistance Services..............................................29
        9.10   Third Party Products.........................................................31

10.     USER DATA...........................................................................32

        10.1   Registration.................................................................32
        10.2   Transaction Database.........................................................32
        10.3   Member Data..................................................................32
        10.4   Aggregated Member Data.......................................................32
</TABLE>

* Confidential treatment requested.


                                       ii


<PAGE>   4
<TABLE>
<S>     <C>                                                                                 <C>
        10.5   Transaction Database.........................................................33
        10.6   License Grant of Information to Novation.....................................33
        10.7   No Other Licenses or Use.....................................................33
        10.8   Other Data...................................................................33
        10.9   Neoforma Information.........................................................34

11.     SAFEGUARDING OF DATA; CONFIDENTIALITY...............................................34

        11.1   Novation Data................................................................34
        11.2   Confidentiality..............................................................34

12.     REPRESENTATIONS AND WARRANTIES......................................................36

        12.1   Representations by Neoforma..................................................36
        12.2   Representations by Novation, VHA, UHC and HPPI...............................37
        12.3   Warranty Disclaimer..........................................................39

13.     USE OF SUBCONTRACTORS...............................................................39

        13.1   Generally....................................................................39
        13.2   Novation's Right to Revoke Approval..........................................39
        13.3   Continuing Responsibility....................................................39
        13.4   Confidential Information.....................................................39

14.     INSURANCE...........................................................................39

        14.1   Insurance....................................................................39
        14.2   Proof of Insurance...........................................................40

15.     INDEMNITY...........................................................................40

        15.1   Neoforma Indemnity...........................................................40
        15.2   Novation Indemnity...........................................................41
        15.3   Infringement Claims..........................................................41
        15.4   Indemnity Procedures.........................................................42

16.     LIMITATION OF LIABILITY.............................................................42

        16.1   Limitations..................................................................42
        16.2   Exceptions...................................................................43
        16.3   Liquidated Damages...........................................................43

17.     AUDIT RIGHTS........................................................................44

        17.1   General......................................................................44
        17.2   Frequency of Audits..........................................................45
        17.3   Auditors.....................................................................45
        17.4   Record Retention.............................................................45
        17.5   Cooperation..................................................................45
        17.6   Overcharges..................................................................45

18.     DISPUTE RESOLUTION..................................................................45

        18.1   Resolution of Disputes.......................................................45
        18.2   Negotiations and Escalation..................................................46
</TABLE>


                                      iii


<PAGE>   5

<TABLE>
<S>     <C>                                                                                 <C>
        18.3   Appointment of Arbitral Body.................................................46
        18.4   Qualifications of Arbitrator.................................................46
        18.5   Initiation of Arbitration and Procedures.....................................46
        18.6   Procedures...................................................................47
        18.7   Governing Law; Jurisdiction..................................................47
        18.8   Arbitration Award............................................................47
        18.9   Cooperation of the Parties...................................................48
        18.10  Costs........................................................................48
        18.11  Judgment on the Award; Enforcement...........................................48
        18.12  Preservation of Equitable Relief; Third-Party Litigation.....................48
        18.13  Continued Performance........................................................49

19.     GUARANTY OF PERFORMANCE.............................................................49

        19.1   VHA and UHC Guarantees.......................................................49
        19.3   VHA and UHC Waivers..........................................................49
        19.3   Scope of Liability...........................................................50
        19.4   Continued Performance by Neoforma............................................50

20.     GENERAL PROVISIONS..................................................................51

        20.1   No Waiver....................................................................51
        20.2   Entire Agreement.............................................................51
        20.3   Publicity....................................................................51
        20.4   Covenant of Good Faith.......................................................51
        20.5   Compliance with Laws and Regulations.........................................51
        20.6   Assignment; Successors and Assigns...........................................52
        20.7   Governing Law................................................................52
        20.8   Notices......................................................................52
        20.9   No Agency....................................................................53
        20.10  Force Majeure................................................................53
        20.11  Interest.....................................................................54
        20.12  Program Management...........................................................54
        20.13  Severability.................................................................54
        20.14  Counterparts.................................................................54
        20.15  Headings.....................................................................55
        20.16  Section 365(n) Matters.......................................................55
</TABLE>


                                       iv


<PAGE>   6
EXHIBITS:

<TABLE>
<S>           <C>
Exhibit A     Marks +
Exhibit B     Current Marks Usage Guidelines for Novation +
Exhibit C     Current Marks Usage Guidelines for Neoforma +
Exhibit D     Current Marks Usage Guidelines for VHA, UHC and HPPI +
Exhibit E     Reports and Other Information Requirements
Exhibit F     Program Management +
Exhibit G     Minimum Fee
Exhibit H     Target Fee Levels
Exhibit I     Examples
Exhibit J     Priority Suppliers
</TABLE>

+ Exhibit filed previously and not included here.

                                       v


<PAGE>   7
                           SECOND AMENDED AND RESTATED
                       OUTSOURCING AND OPERATING AGREEMENT

        This Second Amended and Restated Outsourcing and Operating Agreement
("AGREEMENT") entered into as of January 1, 2001 (the "EFFECTIVE DATE"), by and
among Neoforma.com, Inc., a Delaware corporation with offices at 3255-7 Scott
Boulevard, Santa Clara, California 95054 ("NEOFORMA"), Novation, LLC, a Delaware
limited liability company with offices at 125 East John Carpenter Freeway,
Irving, Texas 75062 ("NOVATION"), Healthcare Purchasing Partners International,
LLC, a Delaware limited liability company with offices at 125 East John
Carpenter Freeway, Irving, Texas 75062 ("HPPI"), VHA Inc., a Delaware
corporation with offices at 220 East Las Colinas Boulevard, Irving, Texas
75039-5500 ("VHA"), and University HealthSystem Consortium, an Illinois
corporation with offices at 2001 Spring Road, Suite 700, Oak Brook, Illinois
60523 ("UHC").

                                    RECITALS

        WHEREAS, Neoforma is a provider of Internet (as defined in Section 1)
e-commerce services to the healthcare industry facilitating the sale, rental or
lease of new and used equipment, products, supplies, services information and
other content, and provides information regarding various healthcare facilities
and equipment through its online offerings and programs;

        WHEREAS, VHA and UHC are organizations whose patrons are hospitals and
healthcare providers, who view e-commerce as an essential part of their
cooperative purchasing programs on behalf of their patrons for the future and
who desire to more fully develop the services they render to their patrons
through this Agreement;

        WHEREAS, VHA and UHC together own all the ownership interests in
Novation and HPPI;

        WHEREAS, Novation is a contracting agent that develops and delivers
supply chain management agreements, programs and services on behalf of VHA and
UHC and their patrons;

        WHEREAS, HPPI is a GPO that serves healthcare organizations that are not
members of VHA and UHC and other GPOs and which develops and delivers
supply-chain management programs and services to such healthcare organizations;

        WHEREAS, the parties wish to establish a long-term, global relationship
to enable the parties to achieve increased efficiency and cost savings through
Internet-based technology and pursuant to which (i) Neoforma will develop and
manage the Exchange (as defined in Section 1), an e-commerce web site for the
benefit of the members of VHA and UHC, the associated healthcare organizations
of HPPI and for the benefit of other users unaffiliated with VHA, UHC or HPPI,
(ii) Novation will serve as the contracting agent for Neoforma by recruiting,
contracting with and managing relationships with healthcare equipment
manufacturers and service suppliers on Neoforma's behalf and (iii) VHA and UHC
will provide marketing support for the Exchange, guarantee Novation's
obligations to the extent provided under this Agreement and enter into the
exclusivity provisions hereunder;


                                       1


<PAGE>   8
        WHEREAS, the parties have previously entered into an Outsourcing and
Operating Agreement (the "ORIGINAL OUTSOURCING AND OPERATING AGREEMENT"), dated
as of March 30, 2000 (the "ORIGINAL EFFECTIVE DATE"), and have also previously
entered into an amended and restated Original Outsourcing and Operating
Agreement, dated as of May 24, 2000 (the "FIRST AMENDED AND RESTATED OUTSOURCING
AND OPERATING AGREEMENT"), and each of Novation, VHA, UHC and HPPI, together
with Neoforma, desire to amend, restate, remake and reaffirm the First Amended
and Restated Outsourcing and Operating Agreement as set forth herein; and

        WHEREAS, in consideration for the services initially agreed to be
provided by VHA and UHC pursuant to the Original Outsourcing and Operating
Agreement and the First Amended and Restated Outsourcing and Operating
Agreement, Neoforma issued to VHA and UHC shares of, and warrants to purchase,
common stock of Neoforma.

        NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:


1.      DEFINITIONS

        As used in this Agreement, the following terms shall have the respective
meanings set forth below. Other capitalized terms shall have the meanings set
forth elsewhere in this Agreement.

        "ADJUSTED GROSS TRANSACTION VALUE(S)" means, with regard to a confirmed
purchase, rental or lease on the Novation Exchange, * which are related to the
Product purchased, rented or leased.

        "AFFILIATE(S)" means, with respect to a specified person, any other
person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specified
person. Neoforma, on the one hand, and Novation, VHA and/or UHC, on the other
hand, shall not be Affiliates.

        "AGGREGATED MEMBER DATA" means all or any of an aggregate of the
Information relating to any two or more Members.

        "API(s)" means language and messaging formats, in human and computer
readable form, that define how programs interact with an operating system, a
database, with functions in other programs, with communication systems, or with
hardware drivers.

        "CONTRACT PRODUCT(S)" means any Product that is part of the Novation
Contract Portfolio and available on the Novation Exchange or the HPPI Exchange.

        "CUSTOMIZED EXCHANGE(S)" means that portion of the Exchange created
specifically for and accessible only to members of a particular purchasing
organization.

* Confidential treatment requested.

                                       2


<PAGE>   9
        "EXCHANGE" means the Novation Exchange, HPPI Exchange, all Customized
Exchanges and all other portions of the Neoforma web sites.

        "EXPECTED TRANSACTION FEES" means all amounts of Novation Exchange
Transaction Fees expected to be paid by a Supplier during the period commencing
on the applicable * or *, as the case may be, up to and including * of such
Supplier. Such Expected Transaction Fees shall be calculated with respect to
each Supplier by multiplying (i) the * sales, rentals and leases of * (as
evidenced by the most recent *) and * (as evidenced by reasonable supporting
documentation provided to Neoforma by Novation) by * that were * prior to the
applicable * or *, as the case may be, and that processed transactions with the
applicable * through the Novation Exchange during the preceding *, by (ii) the
applicable * for sales, rentals and leases of * and * as defined in the
agreement between Neoforma and such Supplier. In order to calculate the *
Expected Transaction Fees, the resulting number is then multiplied by a
fraction, the numerator of which is * for the first * days subsequent to the * ,
* for the second * days, * for the third * days, and * thereafter, and the
denominator of which is *. By way of example, if (A) as of a certain *, * (as
described above) representing * purchases of * and * from the applicable
Supplier in the preceding * were processing transactions through the Novation
Exchange, and (B) such Supplier was obligated to pay a Novation Exchange
Transaction Fee of * with respect to such transactions through the Novation
Exchange, then in the first * days following such *, * would be multiplied by *,
and the resultant number of * would be multiplied by the quotient of * and *, or
*, to calculate a * Expected Transaction Fee of *.

        "GAAP" means United States generally accepted accounting principles as
in effect at the time of the application thereof.

        "GPO(s)" means any entity in the United States that meets the definition
of a "Group Purchasing Organization" as set forth in 42 CFR Section 1001.952(j),
and any entity outside the United States performing a similar function.

        "GROSS REVENUE" means, with respect to Novation's responsibility for any
* in Minimum Fees, the aggregate of (i) the marketing fees and other revenue
recognized by VHA and the administrative fees and other revenue recognized by
UHC pursuant to Novation-related agreements with suppliers and distributors and
(ii) revenue recognized by Novation pursuant to Sections 8.2, 8.9 and 8.10, less
any revenues recognized from HPPI and amounts related to purchases made through
VHA's Care Continuum Program and any substantially similar program operated by
UHC.

        "HIGH-VOLUME SUPPLIER" means a Supplier whose sales of Products from the
Novation Contract Portfolio (whether purchased through the Novation Exchange or
otherwise) are at least

* Confidential treatment requested.


                                       3


<PAGE>   10
* annually as evidenced by the * during the preceding 12-month period.

        "HPPI EXCHANGE" means that portion of the Novation Exchange accessible
only to HPPI Members.

        "HPPI MEMBER(S)" means, at any date, those organizations acting as
purchasers, renters or lessees in their respective markets that are associates
of HPPI and to which HPPI provides procurement related services, cost management
programs and other services.

        "INFORMATION" means the information and data maintained by Neoforma in
the Transaction Database, which shall include, at minimum, (i) any and all
information and data collected, developed and/or stored by Neoforma relating to
Users and (ii) any and all information and data relating to use of or
transactions on the Exchange by Users.

        "INTELLECTUAL PROPERTY RIGHTS" means all copyrights, patents, trade
names and trademarks (in each of the preceding cases, whether registered or not)
and trade secrets and other intellectual property rights of a person.

        "INTEGRATION" means the integration of the current system of a Supplier
or Member, as applicable, with the Exchange such that such Supplier or Member,
as the case may be, may (i) conduct transactions through the Exchange and
receive confirmations of such transactions, or (ii) solely in the case of a
Supplier that conducts transactions through distributors rather than directly
through the Exchange, access information regarding transactions, in each such
case, in accordance with the functionality set forth in the then-current
Functionality Specifications.

        "INTERNET" means the public, global network of computer networks and
individual computers constantly connected using standardized communications
protocols, specifically TCP/IP or any successor protocol thereof.

        "MATERIAL(S)" means information on equipment, products, supplies or
services, including, without limitation, product availability and pricing
information, provided to Neoforma for display to Users of the Exchange.

        "MEMBER(S)" means, at any date, those organizations that are (i) patrons
or members of VHA or UHC, or are associated therewith, or (ii) HPPI Members, and
in each case, that are listed in an electronic file supplied to Neoforma and
updated periodically by Novation.

        "MEMBER DATA" means any and all Transaction Database information
relating to a specific Member.

        "NEOFORMA AUCTION" means Neoforma's auction services offered on the
Exchange.

        "NEOFORMA CHANGE OF CONTROL" means the occurrence of any of the
following:

        (a)     the direct or indirect sale, transfer, conveyance or other
                disposition (other than by way of merger or consolidation), in
                one or a series of related transactions, of all or


* Confidential treatment requested.

                                       4


<PAGE>   11
                substantially all of the properties and assets of Neoforma and
                its subsidiaries taken as a whole to any "person" or "group" (as
                such terms are used in Section 13(d)(3) of the Securities and
                Exchange Act of 1934, as amended (the "Exchange Act")), other
                than Novation or any of its Affiliates;

        (b)     the adoption by the Board of Directors of Neoforma of a plan
                relating to the liquidation or dissolution of Neoforma;

        (c)     the consummation of any transaction or series of related
                transactions (including, without limitation, any merger or
                consolidation) the result of which is that any "person" or
                "group" (as defined above), other than Novation or any of its
                Affiliates, becomes the "beneficial owner" (as such term is used
                in Rule 13d-3 promulgated under the Exchange Act), directly or
                indirectly, of more than 50% of the capital stock of Neoforma,
                measured by voting power or economic interest rather than number
                of shares;

        (d)     the consummation of any transaction or series of related
                transactions (including, without limitation, any merger or
                consolidation) the result of which is that the beneficial owners
                (as defined above) of the capital stock of Neoforma immediately
                prior to such transaction or transactions cease to be the
                beneficial owners of at least 50.1% of the capital stock,
                measured by voting power or economic interest rather than number
                of shares, of the surviving or resulting entity of such
                transaction or transactions; or

        (e)     during any period of two consecutive years, individuals who at
                the beginning of such period constituted the Board of Directors
                of Neoforma (together with any new directors whose election by
                the Board of Directors or whose nomination for election by the
                stockholders of Neoforma was approved by a vote of a majority of
                the directors then still in office who were either directors at
                the beginning of such period or whose election or nomination for
                election was previously approved) cease to constitute a majority
                of the directors then in office.

        "NEOFORMA INFORMATION" means Information received from non-Members.

        "NEOFORMA MATERIALS" means Materials provided by Neoforma and displayed
on and available to Users of the Exchange but shall not include the Novation
Materials.

        "NEOFORMA PLAN" means Neoforma's medical facility planning services
offered on the Exchange.

        "NON-CONTRACT PRODUCT" means any Product available through the Exchange
that is not part of the Novation Contract Portfolio or any other GPO-specific
contract portfolio.

        "NOVATION CONTRACT PORTFOLIO" means a catalog of all Products and
Novation Materials that will appear on the Novation Exchange or the HPPI
Exchange, for which Novation has contracted, for the benefit of the Members.


                                       5


<PAGE>   12
        "NOVATION COMPETITOR" means any person that, at the time of
determination, would reasonably be considered to be (i) a competitor of Novation
or (ii) a competitor of any Member.

        "NOVATION EXCHANGE" means that portion of the Exchange accessible only
to members of VHA, UHC or HPPI which may include Contract and Non-Contract
Products.

        "NOVATION EXCHANGE TRANSACTION FEE(S)" means fees to be paid by
Suppliers in respect of transactions occurring on the Novation Exchange,
excluding fees associated with Neoforma Auction and Neoforma Plan.

        "NOVATION MATERIALS" means Materials provided by Novation or by Novation
Suppliers to Neoforma for display to Users of the Exchange, including to Members
on the Novation Exchange.

        "NOVATION SUPPLIERS" means suppliers, manufacturers or distributors that
provide equipment, products, supplies, services, information and other content
for sale, rental or lease through the Novation Exchange and HPPI Exchange under
the Novation Contract Portfolio.

        "PARTY" means each of Neoforma, Novation, HPPI, VHA and UHC and any
other person who becomes a signatory to this Agreement, unless the context
requires otherwise.

        "PATRON(S)" means a person who is entitled to receive a patronage refund
from VHA or UHC.

        "PERSON" means a natural person, corporation, partnership (limited or
general), limited liability company, business trust or other entity.

        "PRODUCT(S)" means equipment, products, supplies, services, information
and other content provided by Suppliers and available for purchase, rental or
lease by Users through the Exchange.

        "REMOTE ORDER ENTRY" means the ability of Users, including, without
limitation, persons outside of central purchasing/materials management
departments to create requisitions and to have such requisitions turned into
valid orders in accordance with the protocol agreed to by the Novation Exchange
and the User.

        "RETAINED CONTRACT(S)" means those product or service contracts of VHA
or UHC that have not been transferred to Novation and which the Members may have
access to because they are Members in VHA or UHC.

        "SERVICE(S)" means the services to be provided hereunder by Neoforma.

        "SERVICE LEVEL(S)" means the objective criteria establishing the level
of Neoforma's required performance of the Services under this Agreement.


                                       6


<PAGE>   13
        "SIGN-UP" (also "SIGNS-UP" and "SIGNED-UP") means for a party to enter
into a contractual relationship with a Supplier to enable all or any portion of
that Supplier's equipment, products, supplies, services, information and other
content to be displayed on the Exchange.

        "SUPPLIER(S)" means suppliers, manufacturers or distributors that
provide Products and Materials for display, sale, rental or lease through the
Exchange, including, without limitation, High-Volume Suppliers.

        "SUPPLIER INTEGRATION DEADLINE" means the later of (i) * following the
date on which a Supplier is Signed-up or (ii) the * specified in the contract
between the Supplier and Neoforma, as either may be adjusted pursuant to Section
3.8.2.

        "SUPPLY CHAIN MANAGEMENT SERVICES" means (i) with respect to Novation,
VHA and HPPI, operations and activities related to the evaluation, bidding,
negotiation, contracting, administering, marketing, distribution, sale,
acquisition or disposal of equipment, products, supplies, services, information
and other content by healthcare organizations from third parties and (ii) with
respect to UHC only, operations and activities related to the evaluation,
bidding, negotiation, contracting, administering, marketing, distribution, sale,
acquisition or disposal of equipment, products, supplies and services by
healthcare organizations from third parties, and in the case of each of clause
(i) and (ii), including operations and activities directly related to Neoforma
Plan and Neoforma Auction. Notwithstanding the generality of the foregoing, and
with respect to UHC only, Supply Chain Management Services do not include
outsourcing, consulting, information technology products and services (unless
related to equipment or supplies), financial products and services, insurance
products and services, education and networking and communication products and
services.

        "TARGET FEE LEVELS" has the meaning specified in Section 8.2.1 of this
Agreement.

        "TOOL(S)" means a program, utility or user interface that helps the user
of the program, utility or user interface analyze or search for data.

        "TRANSACTION DATA" means the data maintained by Neoforma on the
Transaction Database.

        "TRANSACTION DATABASE" means any and all means used to store
Information.

        "TRANSACTION FEE(S)" means fees to be paid by Suppliers with whom
Novation has contracted on Neoforma's behalf in respect of transactions
occurring on the Exchange but excluding fees associated with the Novation
Exchange, Neoforma Auction and Neoforma Plan.

        "USER(S)" means all Members and other users of the Exchange, including,
without limitation, participating healthcare organizations, GPOs or other
registered users that do not act as Suppliers.


* Confidential treatment requested.
                                       7


<PAGE>   14
2.      NOVATION OBLIGATIONS

        2.1     Agency Relationship. Neoforma hereby appoints Novation to act as
                Neoforma's agent to Sign-up Suppliers, and Novation accepts such
                appointment, for the principal purpose of facilitating
                e-commerce purchases by the patrons of VHA and UHC and by
                others.

        2.2     Novation Duties. In connection with Novation's appointment as
                agent under Section 2.1, Novation will perform the following
                obligations:

                2.2.1   Neoforma and Novation shall meet to discuss and mutually
                        agree upon certain commercially reasonable negotiating
                        parameters within which Novation may negotiate with
                        Suppliers without seeking Neoforma's approval. While
                        within such parameters, Novation may negotiate with and
                        Sign-up any Supplier and obtain any terms and conditions
                        that in Novation's reasonable discretion are consistent
                        with its obligations under this Agreement. Novation
                        agrees that if it wishes to conclude any agreement (i)
                        upon terms and conditions outside of the agreed upon
                        negotiating parameters, or (ii) with respect to
                        Exchanges other than the Novation Exchange, at
                        Transaction Fee levels that are lower than the levels
                        agreed upon by Neoforma and Novation under Section 8.3,
                        it will seek Neoforma's prior consent, which consent
                        shall not be unreasonably withheld or delayed. Novation
                        shall use its diligent efforts to obtain favorable terms
                        from each Supplier with whom it negotiates on behalf of
                        Neoforma. Neoforma agrees, however, that Novation shall
                        have no obligation to obtain the best terms and
                        conditions available from any Supplier.

                2.2.2   Neoforma and Novation shall meet no less frequently than
                        on a quarterly basis (or at any time that either
                        Neoforma or Novation reasonably requests such a meeting)
                        to review the then-current negotiating parameters. At
                        such meetings, Neoforma and Novation shall in good faith
                        review whether the negotiating parameters then in effect
                        are market competitive and, if not, shall adjust so that
                        they are market competitive. For the avoidance of doubt,
                        the parties agree that "market competitive" shall mean
                        that (i) Suppliers are reasonably likely to sign such
                        agreement (after negotiation) or (ii) the negotiating
                        parameters are commercially reasonable.

                2.2.3   Novation will provide to Neoforma promptly after the
                        Sign-up of each Supplier agreement that Novation enters
                        into on Neoforma's behalf, all information concerning
                        such agreement that is necessary for Neoforma to fulfill
                        its obligations thereunder.

                2.2.4   Novation will manage the Supplier relationships in
                        respect of each Supplier that Novation Signs-up on
                        Neoforma's behalf, and will use diligent efforts to
                        facilitate favorable commercial relationships between
                        Neoforma and such Suppliers.


                                       8


<PAGE>   15
                2.2.5   Novation shall make available a number of employees as
                        will be necessary to perform Novation's agency
                        obligations hereunder. No such employees will be
                        required to devote their full time to providing such
                        services hereunder.

                2.2.6   Novation and Neoforma shall cooperate to increase the
                        number of Suppliers on the Exchange. Additionally, on or
                        before *, Novation shall Sign-up at least * additional
                        *. If Novation does not Sign-up at least * additional
                        * on or before *, then for each day after * that such *
                        has not been Signed-up, Novation shall pay to Neoforma
                        the sum of *. If Novation is subject to a penalty
                        pursuant to this Section 2.2.6, then the Target Fee
                        Level (as defined in Section 8.2.1) for the applicable
                        Calendar Quarter shall be reduced by the aggregate
                        amount of such penalty paid in such Calendar Quarter.

                2.2.7   Novation will reasonably cooperate with Neoforma to
                        resolve performance problems with respect to any
                        Supplier that it has Signed-up on Neoforma's behalf and
                        who has become the subject of numerous User complaints.
                        In the resolution of such issues, Novation will act
                        solely as Neoforma's agent with respect to Suppliers,
                        and Novation shall not be required to contact any Users.

                2.2.8   Subject to its obligations under Section 11.2, Novation
                        will bring to Neoforma's attention, reasonably promptly
                        after learning thereof, any fact that would reasonably
                        be likely to materially adversely affect the Exchange,
                        Neoforma or Users, including, without limitation, the
                        institution of litigation against Novation or any
                        Supplier.

                2.2.9   In connection with the negotiation of Supplier
                        agreements, Novation will provide Suppliers with
                        technical information and specifications provided by
                        Neoforma to enable such Suppliers to effectively connect
                        to and interface with the Exchange. Novation shall not
                        independently negotiate or modify any aspects of
                        Neoforma's technical specifications regarding the
                        Exchange without Neoforma's prior written consent.

                2.2.10  In performing its duties under this Section 2, Novation
                        shall not be required to initiate or carry on
                        litigation.

        2.3     Certain Contracts. For the avoidance of doubt, the parties agree
                that the contracts constituting the Novation Contract Portfolio
                or the Retained Contracts, as now or hereafter constituted,
                shall remain obligations of Novation, UHC or VHA, as the case
                may be, and shall not be transferred to, or assumed by, Neoforma
                in connection with this Agreement.


* Confidential treatment requested.
                                       9


<PAGE>   16
3.      NEOFORMA OBLIGATIONS

        3.1     Service. Neoforma shall provide Services as shall be mutually
                agreed upon by the parties hereto and referred to as the
                "FUNCTIONALITY SPECIFICATIONS." Neoforma and Novation anticipate
                that the Services will evolve and be modified or be enhanced
                over time to keep pace with technological advancements and
                improvements in e-commerce and shall include at least the
                functionality described in the Functionality Specifications.
                Once agreed upon, all modifications to the Functionality
                Specifications must be in writing and agreed to by the parties
                in writing.

        3.2     Service Levels. Neoforma shall provide such professional and
                technical personnel and other resources (including, without
                limitation, hardware, software, facilities, equipment and other
                assets) as shall be required to perform the Services in
                accordance with service levels as shall be mutually agreed upon
                by the parties hereto and referred to as the "SERVICE LEVEL
                SPECIFICATIONS." Once agreed upon, all modifications to the
                Service Level Specifications must be in writing and agreed to by
                the parties in writing.

        3.3     Cooperation with Novation. Neoforma shall cooperate with
                Novation in the performance of Novation's agency obligations
                under Section 2.

        3.4     The First * Locations. No later than *, Neoforma shall have
                completed the Integration of, and shall have made operational
                for Remote Order Entry, * locations jointly identified by
                Neoforma and Novation. Of the * locations, (i) * shall be *,
                (ii) * shall be * and (iii) each of * of such * shall have * of
                products of *, based on each location's purchasing, renting and
                leasing * during the *.

        3.5     Quality Assurance Program. Neoforma will administer a quality
                assurance program that has been mutually agreed to by Neoforma
                and Novation, among other things, to monitor Supplier
                performance and order confirmation for Products ordered by
                Users.

        3.6     Notice of Materially Adverse Facts. Subject to its obligations
                under Section 11.2, Neoforma will bring to the attention of each
                of Novation, VHA and UHC, reasonably promptly after learning
                thereof, any fact that would reasonably be likely to materially
                adversely affect the Exchange, the Novation Exchange, the HPPI
                Exchange or the Members, VHA, UHC or HPPI, including, without
                limitation, the institution of litigation against Neoforma or
                any Supplier.

        3.7     Case Studies.

                3.7.1   Within * following the completion of the currently
                        in-process * study of the potential economic value of
                        the Exchange to

* Confidential treatment requested.
                                       10


<PAGE>   17
                        Suppliers and Members, Neoforma and Novation shall meet
                        and mutually agree to a methodology pursuant to which
                        Neoforma will conduct the studies and value assessments
                        contemplated by this Section 3.7.

                3.7.2   During each of the * through *, Neoforma shall on *
                        basis (but in no event later than *) undertake to
                        prepare * or more User case studies documenting the
                        economic value that the Exchange has for each of
                        Suppliers and Members. After calendar year *, such case
                        studies shall be prepared by Neoforma from time to time
                        as mutually agreed by Novation and Neoforma. In
                        addition, during the Term, Neoforma shall measure *
                        provided to Members and Suppliers by the Exchange. Each
                        case study prepared by Neoforma will be sent to each of
                        Novation, VHA, and UHC for the purpose of marketing the
                        Exchange to other Suppliers and Members.

        3.8     Supplier Sign-Up and Integration.

                3.8.1   Neoforma and Novation shall meet within 30 days after
                        the execution of this Agreement, and at each
                        Cross-Functional Management Team Meeting thereafter, to
                        establish a plan (i) to Sign-up additional Suppliers,
                        (ii) to Integrate and make operational such Suppliers
                        for receiving and confirming orders, and (iii) to
                        eliminate the back-log of Suppliers, if any, that have
                        been previously Signed-up but not yet Integrated.

                3.8.2   Neoforma shall complete the Integration and make
                        operational for receiving and confirming orders for each
                        Supplier that is Signed-up by the Supplier Integration
                        Deadline. In the event that a * by the applicable *,
                        then Neoforma shall * Notwithstanding the foregoing, if
                        (i) Neoforma does not * before the applicable *, as the
                        case may be, (ii) such * is a result of that *, and
                        (iii) prior to the 30th day before the applicable *,
                        Neoforma (A) notifies Novation in writing of such * and
                        the likelihood that such * by the applicable * and (B)
                        reasonably demonstrates to Novation's reasonable
                        satisfaction such * then the applicable *, as the case
                        may be, will be * as the * day following the date of
                        such *.


* Confidential treatment requested.
                                       11


<PAGE>   18
                3.8.3   Neoforma shall complete the Integration and make
                        operational for receiving and confirming orders for each
                        Supplier set forth on Exhibit J (each a "PRIORITY
                        SUPPLIER") not later than * following the date of this
                        Agreement (the "PRIORITY SUPPLIER INTEGRATION
                        DEADLINE"). In the event that a Priority Supplier is * ,
                        then Neoforma shall * in respect of such *.
                        Notwithstanding the foregoing, if (i) Neoforma does not
                        * before the * or any *, as the case may be, (ii) such *
                        is a result of that *, and (iii) prior to the 30th day
                        before the * or any *, as the case may be,
                        Neoforma (A) notifies Novation in writing of such * and
                        the likelihood that such * by the * or any *, as the
                        case may be, and (B) demonstrates to Novation's
                        reasonable satisfaction such *, then the * or any *, as
                        the case may be, will be * with respect to * as the *
                        day following the date of such *.

4.      THE EXCHANGE

        4.1     Maintenance of Exchange. Neoforma shall use its best efforts to
                maintain the Exchange as a leading provider of e-commerce
                services to the healthcare industry.

        4.2     Consultation. Neoforma, Novation, VHA and UHC will consult
                regularly (but no less frequently than on a quarterly basis) to
                discuss the strategic direction of the Exchange, including the
                features and functions that would provide additional value to
                patrons and others.

        4.3     Provision of Non-Contract Product Information. The Suppliers
                will be responsible for providing Neoforma with Materials to be
                located on the Exchange in respect of all Non-Contract Products.
                Novation will review such Materials relating to the Non-Contract
                Products, subject to Neoforma providing Novation a methodology
                for previewing such Materials.

        4.4     Provision of Contract Product Information. Novation shall be
                responsible for providing Neoforma with pricing for Contract
                Products and any unique facts and summary sheets relating to
                such Contract Products that are prepared by Novation. The
                Suppliers will be responsible for providing Neoforma with all
                other information regarding such Contract Products. Subject to
                Neoforma providing to Novation a methodology for allowing
                Novation to preview Materials relating to

* Confidential treatment requested.
                                       12


<PAGE>   19
                Contract Products, Novation will review such information and
                determine that such information is reasonably accurate, prior to
                being loaded on the Exchange (e.g., correct pricing, product
                numbers, description, etc.).

        4.5     Independent Users. Prior to the date on which Neoforma concludes
                an agreement with a GPO (other than HPPI) having its own
                Supplier contracts (an "INDEPENDENT GPO") who, as a condition to
                using the Exchange, contractually requires Neoforma to act in a
                neutral manner, Neoforma shall refer any User who requests
                access to a Customized Exchange (other than a Member entitled to
                use the Novation Exchange) to the HPPI Exchange. After the date
                on which an Independent GPO is on the Exchange, if a User (other
                than a Member entitled to use the Novation Exchange) approaches
                Neoforma requesting access to a Customized Exchange, Neoforma
                shall act in a neutral manner with regard to such User and shall
                not be required to recommend or otherwise refer such User to any
                specific part of the Exchange, including the HPPI Exchange or
                the Novation Exchange. Notwithstanding the preceding sentence,
                Neoforma will at all times feature the HPPI Exchange at least as
                prominently on the Exchange as any other Customized Exchange.

        4.6     Multiple Memberships. If a Member is also a member of any other
                GPO that has a Customized Exchange on the Exchange, that Member
                will have access to all of the Exchange, including the Novation
                Exchange or HPPI Exchange, as the case may be, and the
                applicable Customized Exchange. Members who are also Users of
                Customized Exchanges will have access rights to the Novation
                Exchange or the HPPI Exchange equal to those of Members that do
                not belong to Customized Exchanges. Notwithstanding the
                foregoing, Neoforma shall provide favorable view and framing in
                respect of the Novation Contract Portfolio to any Member
                accessing the Exchange.

        4.7     User Registration. Upon implementation of the Novation Exchange,
                Neoforma, with Novation's assistance, will develop a Tool to
                register Members on the Exchange. Neoforma will require Members
                to create and use passwords as a necessary condition to
                accessing the Novation Exchange. Neoforma shall be responsible
                for keeping the Novation Exchange registry and the HPPI Exchange
                registry current and for not allowing access to such Exchanges
                by unauthorized Users.

        4.8     Delivery and Order Fulfillment. Neoforma will notify Suppliers
                and provide Suppliers access to the Transaction Database for
                sales, rentals and leases of Products by such Suppliers, in a
                form and format mutually agreed upon by Neoforma and Suppliers
                and to the extent set forth in the Functionality Specifications.

        4.9     Removal of Products from the Exchange. With regard to
                Non-Contract Products, Neoforma shall remove Product listings
                from the Exchange promptly after determining that the appearance
                of such Products will, or is reasonably likely to, result in
                liability to Neoforma, Novation, HPPI, VHA, UHC or any Users.
                Upon


                                       13


<PAGE>   20
                such removal, Neoforma will promptly notify Novation of such
                action and the reasons therefore. With regard to Contract
                Products, Neoforma shall notify Novation promptly after becoming
                aware of any problems with a Contract Product or that any such
                Contract Product will, or is reasonably likely to, result in
                liability to Neoforma, Novation, HPPI, VHA, UHC or any Users. In
                addition and at the same time, Neoforma shall provide to
                Novation all information of which it is aware regarding the
                problems with such Contract Product. Neoforma will obtain
                Novation's prior written consent, prior to taking any action to
                remove such Contract Product listing from the Exchange.

        4.10    Customized Exchanges. In accordance with the Functionality
                Specifications to be agreed upon, Neoforma may create Customized
                Exchanges and other customized sites for the use and benefit of
                Users on the Exchange. Neoforma will not intentionally create
                Customized Exchanges for the purpose of evading fees owed to
                Novation under Section 8 of this Agreement.

        4.11    Links. The parties will establish and maintain hypertext links
                from the Novation web site, HPPI web site, VHA web site and UHC
                web site to the Exchange. Each of Novation, HPPI and Neoforma
                will use reasonable efforts to ensure that the respective links
                that each party maintains linking Novation, HPPI and Members to
                the Exchange function correctly.

        4.12    Reasonable Assistance. Each party will provide the other parties
                with on-going reasonable assistance with regard to technical,
                administrative and service-oriented issues relating to the
                Exchange.


5.      NOVATION EXCHANGE AND HPPI EXCHANGE

        5.1     Development. The parties shall meet from time to time to agree
                to the "look and feel" and organization of the Novation Exchange
                and the HPPI Exchange. In addition, they will jointly develop
                and agree upon an implementation plan and schedule for
                development of the Novation Exchange and the HPPI Exchange;
                provided, however, that, notwithstanding anything herein to the
                contrary, the Novation Exchange and the HPPI Exchange will have
                at least the minimum functionality in the applicable time
                periods as will be described in the Functionality
                Specifications.

        5.2     Hosting. Neoforma will create, host and implement the Novation
                Exchange and the HPPI Exchange according to the agreed plan and
                display the Novation Contract Portfolio in a manner similar to
                the way in which products currently appear on the Exchange.

        5.3     Delivery and Order Fulfillment. Neoforma will notify the
                Suppliers of purchases, rentals and leases made by Members in a
                form and format according to the terms of Neoforma's agreements
                with Suppliers.


                                       14


<PAGE>   21
        5.4     Display of Material. In order to facilitate efficient
                presentation of Product information, Neoforma will categorize,
                organize and display all Products on the Novation Exchange and
                the HPPI Exchange in a manner consistent with that in which it
                organizes similar information on the Exchange.

        5.5     Reports and Meetings.

                5.5.1   Subject to obtaining the consent of the Members' in
                        accordance with Section 10, Neoforma will provide each
                        of Novation, VHA, UHC and HPPI with real-time, on-line
                        reports of its Members usage statistics and reports on
                        other reasonable matters. Such reports shall be made
                        available in the form of Excel(TM) files transferred via
                        electronic transmission to Novation, VHA, UHC or HPPI,
                        or in such other format as the parties agree. The
                        parties will mutually agree as to the scope, format and
                        substance of the standardized reporting system that
                        Neoforma will develop (at no extra charge) and that will
                        be available to Novation, VHA, UHC and HPPI via the
                        Internet.

                5.5.2   Neoforma and Novation shall establish a cross-functional
                        management team in order to review operations of the
                        Novation Exchange. The cross-functional management team
                        shall meet (each a "CROSS-FUNCTIONAL MANAGEMENT TEAM
                        MEETING") no less frequently than on a quarterly basis.
                        The cross-functional management team shall include the
                        lead executive from each of Neoforma and Novation
                        responsible for overseeing this Agreement, and shall
                        also include management representatives from each of
                        Neoforma and Novation from each functional area,
                        including marketing, Member sales, Supplier relations,
                        implementation and development. Additionally, one or
                        more representatives from each of VHA and UHC shall be
                        invited to participate in each Cross-Functional
                        Management Team Meeting. In addition, Neoforma and
                        Novation shall establish a strategic planning team to
                        discuss the direction and strategy of the Novation
                        Exchange. The strategic planning team shall meet at
                        least twice in each calendar year.

        5.6     Retained Contracts. Either VHA or UHC may at any time elect to
                put their respective Retained Contracts on the Novation
                Exchange. If the posting on the Novation Exchange is merely
                informational and Members are not able to purchase, rent or
                lease Products covered by such Retained Contracts through the
                Exchange, no fees shall be paid for such posting. If during the
                Term, Novation Signs-up the Suppliers under such Retained
                Contracts, such contracts shall then become subject to Section
                8.

        5.7     Marketing. Novation, VHA, UHC and HPPI will use commercially
                reasonable efforts to drive traffic to the Novation Exchange and
                the HPPI Exchange, including, without limitation, making
                appropriate introductions for Neoforma, allowing Neoforma
                preferred space and visibility at Member forums, and presenting
                satellite broadcasts or web casting targeted at the Members.
                Novation,


                                       15


<PAGE>   22
                VHA and UHC will work with Neoforma to develop new initiatives
                targeted toward increasing Members' participation on the
                Exchange, including the Novation Exchange and the HPPI Exchange.

        5.8     Neoforma Auction.

                5.8.1   On the Original Effective Date, the Exchange will
                        include Neoforma Auction.

                5.8.2   Novation, VHA, UHC and HPPI will promote the use of
                        Neoforma's asset management and recovery services and
                        related activities of Neoforma Auction to patrons and
                        others.

                5.8.3   Any Member wishing to utilize the Neoforma Auction and
                        Neoforma's asset management and recovery services shall
                        enter into an Asset Recovery Services Agreement with
                        Neoforma.

                5.8.4   Neoforma may delegate the performance of the asset
                        management and recovery services to a third party
                        appointed by Neoforma.

        5.9     Neoforma Plan.


                5.9.1   On the Original Effective Date, the Exchange will
                        include Neoforma Plan.

                5.9.2   Novation, VHA, UHC and HPPI will promote use of the
                        services included in Neoforma Plan to patrons and others
                        in connection with their capital equipment programs.

                5.9.3   Novation will inform Suppliers that they have the option
                        to sponsor specific "Centers of Excellence" within
                        Neoforma Plan. Any Supplier wishing to participate in
                        Neoforma Plan shall enter into a Plan Sponsorship
                        Agreement with Neoforma.


6.      EXCLUSIVITY AND RIGHT OF FIRST OFFER

        6.1     Novation, VHA, UHC and HPPI Exclusivity. Except as provided in
                Section 6.3, each of Novation, HPPI, VHA and UHC agrees that it
                will not directly or indirectly develop, promote, contract for
                the development of, assist others to develop, or enter into any
                agreement with any other person to provide to any of them, or
                promote to their Members, any Internet-based exchange related to
                Supply Chain Management Services by acute or non-acute
                healthcare providers anywhere in the world other than the
                Exchange.

        6.2     Neoforma Exclusivity.

                6.2.1   Except as otherwise provided in Section 6.3, neither
                        Neoforma nor its Affiliates will develop, promote,
                        contract for the development of, assist


                                       16


<PAGE>   23
                        others to develop, or enter into any agreement with any
                        other person to provide, any Internet-based system
                        related to the acquisition or disposal of equipment,
                        products, supplies, services, information and other
                        content by acute or non-acute healthcare providers
                        anywhere in the world other than the Exchange.

                6.2.2   Except as provided in Section 6.2.3, Novation will be
                        Neoforma's and Neoforma's Affiliates' exclusive agent to
                        Sign-up Suppliers. Neoforma will not, and will cause any
                        Affiliate of Neoforma not to, (i) Sign-up any Supplier
                        directly or (ii) contract with, or pay any financial
                        incentives to, any person to act as a contracting agent
                        of Neoforma or Neoforma's Affiliates to Sign-up any
                        Supplier on Neoforma's or Neoforma's Affiliates' behalf;
                        provided, however, that nothing herein shall be
                        construed to impose upon Neoforma any obligation to seek
                        to terminate agreements with Suppliers previously
                        entered into by Neoforma and existing as of the Original
                        Effective Date.

                6.2.3   Notwithstanding the provisions of Subsection 6.2.2,
                        Neoforma may Sign-up any Supplier, if:

                        (i)     Neoforma refers a Supplier to Novation for
                                contracting, and notwithstanding such referral,
                                the Supplier specifically requests to Sign-up
                                with Neoforma or Novation informs Neoforma that
                                Novation will not Sign-up that Supplier; or

                        (ii)    a Supplier is under contract to an Independent
                                GPO and the Independent GPO, as a condition to
                                using the Exchange, contractually requires
                                Neoforma to Sign-up its Suppliers directly.

                6.2.4   As promptly as practical after January 1, 2001, Neoforma
                        and Novation shall meet to discuss and mutually agree
                        upon certain commercially reasonable negotiating
                        parameters within which Neoforma may negotiate with
                        Suppliers as are permitted under Section 6.2.3 without
                        seeking Novation's approval. Neoforma and Novation shall
                        use commercially reasonable efforts to agree on the
                        negotiating parameters within 90 days after January 1,
                        2001. While within such parameters, Neoforma may
                        negotiate with and Sign-up the Suppliers permitted under
                        Section 6.2.3 and obtain any terms and conditions that
                        in Neoforma's reasonable discretion are consistent with
                        its obligations under this Agreement. Neoforma agrees
                        that if it wishes to conclude any agreement (i) upon
                        terms or conditions outside of the agreed upon
                        negotiating parameters or (ii) at Transaction Fee levels
                        that are lower than the levels agreed upon by Neoforma
                        and Novation under Section 8.3, it will seek Novation's
                        prior consent, which consent shall not be unreasonably
                        withheld or delayed. Neoforma shall use its diligent
                        efforts to obtain favorable terms from each Supplier
                        with which it negotiates pursuant to Section 6.2.3.
                        Novation


                                       17


<PAGE>   24
                        agrees,however, that Neoforma shall have no obligation
                        to obtain the best terms and conditions available from
                        any Supplier.

        6.3     Right of First Offer for Novation and Neoforma.

                6.3.1   If either Novation or Neoforma elects to commence an
                        Internet-venture in any country other than the United
                        States or in any market that is not then served by the
                        Exchange (whether in the United States or otherwise),
                        such party (the "OFFEROR") shall offer to the other (the
                        "OFFEREE") the opportunity to participate in such
                        venture in a manner commensurate with the Offeree's role
                        under this Agreement (including the right of Novation to
                        create other contract portfolios similar to the Novation
                        Contract Portfolio or to recruit suppliers for such
                        venture). The Offeror shall provide full information to
                        the Offeree regarding the venture, and shall make its
                        senior executives available to meet with the Offeree to
                        discuss the venture. The Offeror shall also notify the
                        Offeree of such venture a reasonable time prior to
                        commencement of the venture (but in no event less than
                        60 days prior to the date on which the Offeree must
                        decide to participate). If after consideration the
                        Offeree declines to participate in such venture, then,
                        notwithstanding Section 6.1 or 6.2, as the case may be,
                        the Offeror may proceed with such venture, but solely in
                        that market or country, and on no less favorable terms
                        and conditions in the aggregate as had been offered to
                        the Offeree. In addition, the Offeree shall be released
                        from its obligations under Section 6.1 or 6.2, as the
                        case may be, but solely in respect of the market or
                        country that was the subject of such Offer. If the
                        Offeror subsequently does not consummate the venture,
                        and the Offeror wishes to commence another venture in
                        the same market or country, the Offeror must once again
                        offer such opportunity to the Offeree. The Offeror shall
                        have no obligation to share any fees earned in a venture
                        in which the Offeree has not elected to participate.

                6.3.2   Business development representatives of Neoforma and
                        Novation shall meet on a quarterly basis to review
                        existing opportunities in foreign markets and countries
                        and to review existing opportunities in markets not then
                        served by the Exchange. Such representatives shall
                        prepare a joint plan to identify and exploit such other
                        opportunities in foreign markets and in other healthcare
                        markets. Any right of an Offeror to proceed with a
                        venture under Subsection 6.3.1 without the Offeree shall
                        be conditioned on such Offeror's compliance with this
                        Subsection 6.3.2.

        6.4     First Offer for Non-Exclusive Services.

                6.4.1   The term "NON-EXCLUSIVE SERVICE(S)" means
                        Internet-related services available primarily through
                        Neoforma that are outside the scope of Section 6.1,
                        including, without limitation, the products and services
                        excluded from the definition of Supply Chain Management
                        Services as applied to UHC. For purposes of
                        clarification, Non-Exclusive Services will not include


                                       18


<PAGE>   25
                        Internet-related services the majority of which are
                        provided by an entity other than Neoforma. UHC shall
                        give favorable consideration to Neoforma as a
                        third-party provider to UHC of Non-Exclusive Services as
                        follows: if (i) UHC elects to provide for itself or for
                        the benefit of all or substantially all of UHC's Members
                        any new Non-Exclusive Service or (ii) UHC intends to
                        replace any agreement for the provision of a
                        Non-Exclusive Service then being provided to UHC by a
                        third party, then UHC shall first offer to Neoforma the
                        opportunity to provide such Non-Exclusive Service (the
                        "OPPORTUNITY"). Promptly upon becoming aware of an
                        Opportunity, UHC shall send notice of the Opportunity in
                        electronic or paper writing to the Chief Executive
                        Officer of Neoforma, or his or her designate. Promptly
                        after receiving such notification, but in no less than
                        15 days, Neoforma shall meet with UHC to discuss the
                        Opportunity and Neoforma's proposed role therein.
                        Neoforma and UHC shall continue to meet and discuss the
                        Opportunity for the 30-day period commencing upon UHC's
                        notification to Neoforma. Neither UHC nor Neoforma will
                        have any obligation to meet and to discuss the
                        Opportunity (i) if Neoforma does not meet with UHC
                        within the time required, or (ii) after the expiration
                        of the 30-day discussion period. The communication by
                        UHC to Neoforma of any Opportunity, including the ideas,
                        concepts or other intellectual property contained
                        therein, will be Confidential Information subject to
                        Section 11.

               6.4.2  For the avoidance of doubt and notwithstanding anything to
                      the contrary in this Agreement, in no event, will UHC be
                      required to obtain any Non-Exclusive Service from
                      Neoforma.


7.      LICENSES AND OWNERSHIP

        7.1     Ownership of Marks. Each party will own and retain all right,
                title and interest in and to its intellectual property,
                including its trademarks, trade names, service marks and logos
                ("MARKS") worldwide, as specified in Exhibit A.

        7.2     Novation Marks. Subject to the terms of this Agreement, Novation
                grants to Neoforma, VHA, UHC and HPPI a worldwide,
                nontransferable, non-exclusive, royalty-free license to use,
                transmit and display Novation's Marks in connection with the
                Exchange during the Term of this Agreement, provided that such
                use is in accordance with Novation's then-current trademark
                usage guidelines. A copy of Novation's current trademark usage
                guidelines is attached as Exhibit B. Upon any change in such
                guidelines, Novation will promptly provide to Neoforma a copy of
                such revised usage guidelines. Neoforma will not modify the
                Novation Marks or combine any of the Novation Marks with any
                other mark or term. Subject to the provisions of Section 9.9,
                upon termination or expiration of this Agreement, Neoforma will
                cease all use of the Novation Marks.


                                       19


<PAGE>   26
        7.3     Neoforma Marks. Subject to the terms of this Agreement, Neoforma
                grants to Novation, VHA, UHC and HPPI a worldwide,
                nontransferable, non-exclusive, royalty-free license to use,
                transmit and display Neoforma's Marks during the Term only in
                promotional materials used to encourage participation on the
                Exchange, provided that such use is in accordance with
                Neoforma's then-current trademark usage guidelines. A copy of
                Neoforma's current trademark usage guidelines is attached as
                Exhibit C. Upon any change in such guidelines, Neoforma will
                promptly provide to Novation, VHA, UHC and HPPI a copy of such
                revised usage guidelines. Except as authorized under this
                Agreement, Novation, VHA, UHC and HPPI will not modify any of
                the Neoforma Marks or combine the Neoforma Marks with any other
                mark or term. Subject to the provisions of Section 9.9, upon the
                termination or expiration of this Agreement, Novation, VHA, UHC
                and HPPI will cease all use of the Neoforma Marks.

        7.4     VHA, UHC and HPPI Marks. Subject to the terms of this Agreement,
                each of VHA, UHC and HPPI grants to Novation and Neoforma a
                worldwide, nontransferable, non-exclusive, royalty-free license
                to use, transmit and display its Marks solely to promote the
                Exchange to the Members during the Term, provided that such use
                is in accordance with the then-current trademark usage
                guidelines of VHA, UHC and HPPI, as the case may be. A copy of
                each of VHA's, UHC's and HPPI's current trademark usage
                guidelines are attached as Exhibit D. Except as authorized under
                this Agreement, Neoforma and Novation will not modify any of the
                Marks of VHA, UHC and HPPI or combine any of them with any other
                mark or term. Subject to the provisions of Section 9.9, upon the
                termination or expiration of this Agreement, Neoforma and
                Novation will cease all use of VHA's, UHC's and HPPI's Marks.

        7.5     Ownership of Neoforma Materials and Novation Materials. Neoforma
                and Novation will own and retain all worldwide right, title and
                interest in and to the Neoforma Materials and Novation
                Materials, respectively. Neither Neoforma nor Novation will
                alter or delete any copyright or other proprietary notice that
                may appear in the other party's Materials without prior written
                consent of such party.

        7.6     Neoforma Materials. Neoforma grants to Novation a worldwide,
                nontransferable, non-exclusive, royalty-free license to use the
                Neoforma Materials only in promotional materials used to
                encourage participation on the Exchange.

        7.7     Novation Materials. Novation grants to Neoforma a worldwide,
                nontransferable, non-exclusive, royalty-free license to use the
                Novation Materials on the Exchange during the Term solely to
                enable Neoforma to provide the Services contemplated under this
                Agreement.

        7.8     Development of Tools. From time to time during the Term,
                Novation may request Neoforma to design Tools for Members or
                Suppliers in addition to the Tools, functions and APIs, which
                will be mutually agreed upon and contained in the Functionality
                Specifications. Within a reasonable time after such request,


                                       20


<PAGE>   27
                appropriate personnel from Novation and Neoforma will meet to
                discuss and draft technical specifications for the desired
                customized Tools, functions and APIs.

                7.8.1   If the Tool, function or API requested by Novation will
                        be used by all Users of the Exchange, Neoforma will
                        develop such Tool, function or API promptly and at its
                        own expense. Neoforma will own and retain all right,
                        title and interest to all the intellectual property,
                        including the source code, object code and other
                        Confidential Information, in and to the Neoforma
                        developed Tools, functions and APIs.

                7.8.2   If Neoforma does not otherwise agree to develop such
                        Tool, function or API for use by all Users of the
                        Exchange, Novation may, in its sole discretion, agree to
                        pay for the development of such Tool, function or API.
                        If Novation agrees to pay Neoforma for the development
                        of such Tool, function or API, Neoforma will promptly
                        endeavor to develop such requested Tool, function or
                        API, and Novation will own all right, title and interest
                        to all the intellectual property, including all source
                        code, object code and other Confidential Information, in
                        and to such Tools, functions and APIs. Any fees charged
                        to Novation for development of any Tool, function or API
                        shall be provided by Neoforma at the most favorable fee
                        Neoforma charges to any other person for such
                        development or integration services.

                7.8.3   Nothing in this Section 7.8 shall limit Neoforma's
                        obligation to provide the Services as shall be set forth
                        in the Functionality Specifications.

        7.9     Access License. Neoforma grants to Novation a non-exclusive,
                worldwide, non-assignable license to members of Novation and
                HPPI in order to access the Exchange. Novation and HPPI grant to
                Neoforma a non-exclusive, worldwide, non-assignable license to
                access the Novation and HPPI web sites and computer systems
                solely to enable Neoforma to provide the services contemplated
                under this Agreement.


8.      FEES AND TAXES

        8.1     Fees.

                8.1.1   Neoforma shall use its reasonable best efforts to
                        collect all Transaction Fees and Novation Exchange
                        Transaction Fees required to be paid by Suppliers
                        pursuant to this Agreement with respect to sales,
                        rentals and leases of Products on the Exchange.

                8.1.2   Novation * to Neoforma aggregate minimum Novation
                        Exchange Transaction Fees (the "MINIMUM FEES") on all
                        purchases made through the Novation Exchange. The
                        Minimum Fees shall be calculated as a percentage (the
                        "SUPPLIER TARGET PERCENTAGE") of the *


* Confidential treatment requested.
                                       21


<PAGE>   28
                        * on a * basis as set forth on Exhibit G. Subject to
                        Section 3.8 and Subsections 8.1.3 and 8.2.4, Novation
                        shall pay to Neoforma the *, if any, in any * the *
                        calculated in accordance with this Section 8.1.2 and the
                        * recognized by Neoforma in accordance with GAAP for
                        such *. (Exhibit I, Example 1, sets forth a hypothetical
                        calculation of Novation's obligation under Subsections
                        8.1.1 and 8.1.2.)

                8.1.3   Notwithstanding anything in this Agreement to the
                        contrary, Novation shall not be responsible for any *
                        (i) to the extent that the * in any * results from the *
                        by a * of its agreement with Neoforma as a result of
                        Neoforma's * of such *, (ii) during the period
                        commencing on * and ending *, to the extent that the *
                        in any * of * for such *, or (iii) beginning *, to the
                        extent that the * in any * of * for such *; provided,
                        however, that the * in clauses (ii) and (iii) above may
                        be adjusted from time to time pursuant to Section 8.5;
                        provided, further, that any such * adjustment shall not
                        result in a *.

                8.1.4   In the event that Novation notifies Neoforma that its
                        obligations under Section 8.1.2 are limited by Section
                        8.1.3(ii) or Section 8.1.3(iii), Neoforma may request in
                        writing Novation's financial statements for the
                        applicable *. Novation shall provide to Neoforma
                        relevant financial statements in sufficient detail to
                        verify Novation's * for such * within a reasonable
                        period of time following such request from Neoforma.

        8.2     Revenue Sharing.

                8.2.1   The parties have agreed to the Target Fee Levels (the
                        "TARGET FEE LEVELS"), set forth in Exhibit H.

                8.2.2   Neoforma shall pay to Novation * of any Novation
                        Exchange Transaction Fees recognized by Neoforma in
                        accordance with GAAP in excess of the Target Fee Level
                        for any given *, but only if Novation has fulfilled its
                        obligations under Subsection 8.1.2.

                8.2.3   In any * in which Neoforma has not recognized in
                        accordance with GAAP the * specified in Exhibit G,
                        either from *, * or from * pursuant to Section *,
                        Neoforma shall retain *, including


* Confidential treatment requested.


                                       22


<PAGE>   29
                        * that would otherwise be subject to * pursuant to
                        Section *.

                8.2.4   For the * up to and including the *, the amount by
                        which the * recognized by Neoforma in accordance with
                        GAAP shall represent the * which Novation * in the event
                        of a * calculated pursuant to Subsection *. (Exhibit I,
                        Example 2 sets forth a hypothetical calculation of *
                        under this Subsection 8.2.4.)

        8.3     Adjustment of Transaction Fees. Neoforma and Novation shall meet
                no less frequently than on a quarterly basis (or at any time
                that either Neoforma or Novation reasonably requests such a
                meeting) to review the Transaction Fees then in effect. At such
                meetings, Neoforma and Novation shall in good faith review
                whether the Transaction Fees then in effect are market
                competitive and, if not, shall adjust such Transaction Fees so
                that they are market competitive. For the avoidance of doubt,
                the parties agree that "market competitive" shall mean that (i)
                Suppliers are reasonably likely to agree to pay such fees at
                such time or (ii) such fees are competitive with similar
                Transaction Fees paid by suppliers in similar e-commerce or
                related industries. Until Neoforma and Novation have agreed upon
                a change to the Transaction Fees, as the case may be, the
                then-existing fees shall remain in effect.


        8.4     Reporting and Payment of Novation Exchange Transaction Fees and
                Revenue Sharing. Within 15 days of the end of each * (in
                aggregated reporting for the entire *), Neoforma will provide
                each of Novation, VHA and UHC, with a written report consisting
                of (i) aggregate Adjusted Gross Transaction Values for all
                purchases, rentals and leases of Products through the Novation
                Exchange, (ii) the calculation of any Transaction Fees, (iii)
                the calculation of any Novation Exchange Transaction Fees, (iv)
                the calculation pursuant to the Supplier Target Percentage of
                the *, (v) the *, if any, pursuant to Subsection 8.1.2, (vi) the
                calculation of revenue sharing amounts under Sections 8.2, 8.9,
                and 8.10, and (vii) the calculation of any other fees to be paid
                by Neoforma hereunder. Novation shall pay any * within 30 days
                after receipt of Neoforma's report. Any report submitted by
                Neoforma to Novation, VHA and UHC shall include the information
                set forth in Exhibit E and such other information as Novation
                may reasonably request.


        8.5     *.


                8.5.1   Right to *. Beginning on * and from time to time
                        thereafter, either Novation or Neoforma may initiate an
                        * (the "* PROCESS") in order to *


* Confidential treatment requested.

                                       23


<PAGE>   30
                8.5.2   * Process. In the case of a general * Process, (i)
                        either Novation or Neoforma may select and hire a *,
                        which * shall be reasonably acceptable to the other
                        party, and the party selecting such * shall pay all
                        costs associated with the * Process; or (ii) Novation
                        and Neoforma shall mutually agree upon an independent,
                        third party * and Novation and Neoforma shall share all
                        costs associated with such shared *. In addition, in the
                        case of a * Process with respect to *, or if Neoforma
                        and Novation otherwise agree with respect to a general *
                        Process, Neoforma and Novation may rely on publicly
                        available information in carrying out the * Process, and
                        to carry out the * Process without the use of a
                        third-party *. The Parties shall cooperate to facilitate
                        the * Process, including by providing reasonable
                        information as is necessary to conduct the * Process.


                8.5.3   General *. The * Process for general items shall * (i)
                        with respect to Neoforma, the * provided by Neoforma to
                        Novation, the * offered to Members, the * offered to
                        Suppliers, the * of the Services, and Neoforma's * its
                        obligations under this Agreement and (ii) with respect
                        to Novation, the * by Novation of its * obligations
                        pursuant to Section * and the * for any * in * as
                        provided in Subsection * and, in each case, shall be
                        based upon a *, including, without limitation, *. If the
                        * Results indicate that the * by Novation or Neoforma,
                        as the case may be, are not * Neoforma and Novation
                        shall promptly meet and enter into a good faith
                        negotiation to determine whether there should be an *.


                8.5.4   *. The * Process with respect to * shall be based upon
                        review of whether such * are *. If the * Results
                        indicate that the * in place during the period examined
                        are * then Neoforma and Novation shall promptly meet and
                        * such * so that they are *. For the avoidance of doubt,
                        the parties agree that * shall mean that (i) * are
                        reasonably likely to agree to * at such time or (ii)
                        such *


* Confidential treatment requested.


                                       24


<PAGE>   31
                8.5.5   * Results. Within 30 days after the completion of any *
                        Process, the *, if any, shall deliver the results of the
                        * (the "* RESULTS") in a written report, including
                        identification of the *, to Novation and Neoforma. In
                        the event that the * Process does not utilize a
                        third-party *, the party initiating the * Process shall
                        be responsible for writing and delivering such report of
                        the * Results to the other party.


                8.5.6   * Review Period. For a period of 60 days following
                        delivery of the * Results from the * (the "* REVIEW
                        PERIOD"), Novation and Neoforma shall review the *
                        Results, and schedule one or more meetings to address
                        any issues either Party may have with the * Results.


                8.5.7   * Dispute. In the event Novation and Neoforma in good
                        faith dispute the * Results or if the Novation and
                        Neoforma have not reached agreement after the * Review
                        Period, Novation may dispute such outcome in accordance
                        with the provisions of Section 18 hereto.


        8.6     Taxes. Neoforma and Novation shall cooperate to minimize any
                local, state, national and foreign taxes (including, without
                limitation, sales, use and VAT taxes which may apply), licenses,
                export/import fees and any other fees or similar obligations
                relating to any sale, rental or lease of a Contract Product
                through the Exchange. If in the future any such taxes or similar
                obligations are required to be paid by Neoforma or Novation in
                respect of Contract Products, such fees shall be shared by
                Neoforma and Novation proportionately based on revenues each
                derives from the Exchange. In no event shall Novation be
                required to share any taxes under this Section 8.6 for Products
                other than Products for which Novation receives Novation
                Exchange Transaction Fees.


        8.7     New Markets. If Neoforma and Novation agree pursuant to Section
                6.3 to enter any other healthcare market (other than the United
                States acute care market) that is not then served by the
                Exchange or that is in countries outside of the United States,
                Neoforma and Novation shall negotiate in good faith to set the
                Transaction Fees to be paid in respect of such products to be
                purchased, rented and leased on such Exchange.


        8.8     Product Returns. Neoforma and Novation will cooperate in good
                faith to make any adjustments to the fees to be paid hereunder
                to reflect Products that have been returned by Users.


        8.9     Neoforma *, Neoforma *, and * and *. Beginning *, Neoforma shall
                pay to Novation on a * basis * by Neoforma * from (i) Neoforma *
                and Neoforma *

* Confidential treatment requested.
                                       25


<PAGE>   32
                *, (ii) other * (excluding *), and (iii) all * of * from *.


        8.10    *. Neoforma will pay to Novation * by Neoforma * in connection
                with *, whether to buyers or suppliers, but not including any *
                in any way related to Neoforma * and *. For the avoidance of
                doubt, the parties agree that this Section 8.10 shall not limit
                the scope of Section 6.2.1.


        8.11    Other Expenses. Neither Neoforma nor Novation shall be required
                to pay to the other party any amounts for the performance of
                their respective obligations hereunder other than those
                expressly set forth in this Agreement.


        8.12    VHA/UHC Allocation. VHA and UHC agree to allocate between
                themselves (i) any obligation of Novation to make shortfall
                payments pursuant to Section 8.1.2 and (ii) any fees received by
                Novation pursuant to Section 8.2.2, 8.9, 8.10, 10.6.3, or 16.3
                as follows:

                (i)     with respect to *, * to VHA and * to UHC;

                (ii)    with respect to each succeeding *, VHA's allocation
                        shall be a fraction (A) the numerator of which is the
                        sum of the aggregate dollar amount of VHA's Members'
                        purchases through Novation, plus * of the aggregate
                        dollar amount of all purchases through HPPI, and (B) the
                        denominator of which is the sum of the aggregate dollar
                        amount of both VHA's and UHC's Members' purchases
                        through Novation, plus * of the aggregate dollar amount
                        of all purchases through HPPI, in each case during the
                        immediately preceding calendar year and excluding
                        purchases through VHA's Care Continuum Program or any
                        similar program operated by UHC; and

                (iii)   with respect to each succeeding *, UHC's allocation
                        shall be a fraction (A) the numerator of which is the
                        sum of the aggregate dollar amount of UHC's Members'
                        purchases through Novation, plus * of the aggregate
                        dollar amount of all purchases through HPPI, and (B) the
                        denominator of which is the sum of the aggregate dollar
                        amount of both VHA's and UHC's Members' purchases
                        through Novation, plus * of the aggregate dollar amount
                        of all purchases through HPPI, in each case during the
                        immediately preceding calendar year and excluding
                        purchases


* Confidential treatment requested.

                                       26


<PAGE>   33
                        through VHA's Care Continuum Program or any similar
                        program operated by UHC.

9.      TERM AND TERMINATION

        9.1     Initial Term. This Agreement commences on the Original Effective
                Date and will remain in effect for an initial term of 10 years
                (the "INITIAL TERM"), unless terminated earlier in accordance
                with the terms of this Agreement.


        9.2     Renewal and Extension of Term. This Agreement will automatically
                renew for successive one-year terms after the completion of the
                Initial Term (each a "RENEWAL TERM") unless Neoforma or Novation
                provides written notice of its intention to terminate this
                Agreement to the other at least 90 days prior to the end of the
                Initial Term or any then-current Renewal Term. The Initial Term
                and any and all renewals or extensions thereof and any
                Termination Assistance Period are referred to herein as the
                "TERM".


        9.3     Termination for Cause. Each of Neoforma and Novation, after
                complying with Section 18.2 hereunder, will have the right to
                terminate this Agreement if the other party materially breaches
                (i) its service obligations under this Agreement or (ii) its
                exclusivity obligations under Section 6 of this Agreement,
                unless the breaching party (x) cures such breach within 30 days
                after receiving written notice or (y) if such breach is not
                curable within 30 days, makes substantial progress in curing
                such breach within 30 days and cures such breach within 90 days.
                Any repeated or sustained failure of Neoforma to meet its
                Service Level obligations hereunder shall constitute a material
                breach of Neoforma's service obligations under Subsection (i)
                hereunder.


        9.4     Termination for Insolvency Events. If either Neoforma or
                Novation is unable to obtain credit from any creditors, becomes
                insolvent, makes an assignment for the benefit of its creditors,
                or becomes the subject of a proceeding under Title 11 of the
                United States Code, as amended, or becomes the subject of
                similar state court proceedings, then in any such case, the
                other party, or in the case of Neoforma, VHA, UHC or HPPI, may,
                without prejudice to any other rights, immediately terminate
                this Agreement or, if such termination is subject to any
                statutory provision or judicial order staying such action, seek
                leave to modify such stay so as to terminate this Agreement.
                Each of Neoforma and Novation acknowledges and agrees that its
                insolvency, the making of an assignment for the benefit of its
                creditors, or its becoming the subject of a proceeding under
                Title 11 of the United States Code, is "cause" for the
                termination of any statutory or judicial stay of the rights of
                the other party hereunder to terminate this Agreement. Each of
                Neoforma and Novation acknowledges and agrees that, in such
                event, it could not provide "adequate protection" to the other
                party, or in the case of Neoforma, to VHA, UHC or HPPI, that the
                continued imposition of a stay would likely cause irreparable
                harm to the other party, and the continued imposition of a stay
                would


                                       27


<PAGE>   34
                adversely affect the health, safety and welfare of communities
                served by the parties hereto.


        9.5     Termination for Rejection in Bankruptcy. Each of Neoforma and
                Novation will have the right to immediately terminate this
                Agreement if the other party becomes a debtor or an alleged
                debtor in a case under Title 11 of the United States Code, as
                amended, and in such proceeding this Agreement is rejected in
                such case in accordance with Title 11 of the United States Code.


        9.6     Termination Upon Neoforma Change of Control. Novation may
                terminate this Agreement upon any Neoforma Change of Control.


        9.7     Return of Materials. Subject to Section 9.8, upon termination or
                expiration of this Agreement for any reason, each of Neoforma
                and Novation shall promptly return to the other party, and shall
                not take, use or disclose, all Products of any nature that
                belong to the other party and all records (in any form, format
                or medium) containing or relating to Neoforma Materials or
                Novation Materials or the Confidential Information of the other
                party.


        9.8     Survival. The provisions of Sections 7.1, 7.5, 8.4, 9.7, 9.8,
                9.9, 9.10, 10, 11, 15, 16, 17, 18, 19 and 20 will survive
                termination or expiration of this Agreement for any reason.


        9.9     Termination Assistance Services.


                9.9.1   General. Upon any termination or expiration of this
                        Agreement, Neoforma shall provide termination assistance
                        and shall comply with the reasonable directions of
                        Novation, or, if applicable, VHA or UHC, to allow the
                        Services to continue without interruption or adverse
                        effect and to facilitate the orderly transition and
                        migration of all Services then being performed by
                        Neoforma, including any transition and migration from
                        Neoforma to Novation or, if applicable, VHA and UHC, (or
                        a third-party provider undertaking, on behalf of
                        Novation, VHA or UHC, to provide the Services) (the
                        "TERMINATION ASSISTANCE SERVICES"), all in accordance
                        with this Section 9. Additionally, all of Novation's,
                        or, if applicable, VHA's and UHC's, rights under this
                        Agreement (including, without limitation, the right to
                        license software hereunder), as such rights exist
                        immediately prior to any expiration or termination, but
                        excluding any right to share Novation Exchange
                        Transaction Fees with Neoforma pursuant to Section 8,
                        shall continue during any Termination Assistance Period
                        (as defined in Section 9.9.2). Novation or, if
                        applicable, VHA and UHC, shall cooperate in good faith
                        with Neoforma in connection with Neoforma's obligations
                        under this Section 9.

                9.9.2   Termination Assistance Period. Neoforma shall commence
                        providing Termination Assistance Services (i) with
                        respect to the scheduled expiration of this Agreement,
                        90 days prior to such scheduled expiration


                                       28


<PAGE>   35
                        or such earlier date as Novation may reasonably request,
                        and (ii) with respect to any termination of this
                        Agreement, upon the delivery of the notice of
                        termination. Neoforma shall continue providing
                        Termination Assistance Services through the effective
                        date of the expiration or termination of this Agreement
                        and for a period of not less than * days thereafter (the
                        "TERMINATION ASSISTANCE PERIOD"). Upon at least 30 days
                        prior written notice to Neoforma, Novation or, if
                        applicable, each of VHA and UHC, may extend, from time
                        to time, the Termination Assistance Period for an
                        additional * period. During any Termination Assistance
                        Period, Neoforma shall provide, at Novation's request,
                        or, if applicable, VHA's or UHC's request, as
                        applicable, as part of the Termination Assistance
                        Services, any or all of the Services being provided by
                        Neoforma prior to the date of the expiration or
                        termination of this Agreement.

                9.9.3   Termination Plan. Neoforma and Novation or, if
                        applicable, VHA and UHC, shall cooperate in good faith
                        to develop a termination plan setting forth the
                        respective tasks to be accomplished by each party in
                        connection with the termination and a schedule pursuant
                        to which such tasks are to be completed in accordance
                        with the Termination Assistance Services (collectively,
                        the "TERMINATION PLAN").

                9.9.4   Certain Licenses. As of the Original Effective Date,
                        Neoforma shall grant the following to Novation:

                        (i)     a * license to all third-party software that is
                                required to provide the Services, to the extent
                                Neoforma is entitled to sublicense such
                                software, and to the extent Neoforma is not
                                entitled to sublicense such software, Neoforma
                                shall provide a list of all third-party software
                                licenses that are required to provide the
                                Services and shall assist Novation in licensing
                                a substantially similar software at a
                                commercially reasonable price; and

                        (ii)    a * license, solely for Novation's internal use,
                                to all Neoforma-owned software that is required
                                to provide the Services. For the avoidance of
                                doubt, "internal use" as used in this Section
                                9.9.4 shall include the right of other Internet
                                exchanges or providers to use the software
                                solely on behalf of Novation for its Members. In
                                addition, Neoforma shall provide to Novation
                                consulting services, at no charge to Novation,
                                as may be reasonably required in order to
                                recreate the Exchange environment for Novation.

                        (iii)   Additionally, if at any time after the Original
                                Effective Date Neoforma begins using any
                                software to provide the Services, then Neoforma
                                shall be deemed to have granted, as of the first
                                date on which such software is used to provide
                                the Services and for so long


* Confidential treatment requested.
                                       29


<PAGE>   36
                                as such software is either used or required to
                                provide the Services, the following licenses to
                                Novation: (x) with respect to third-party
                                software, a * license to such software, to the
                                extent Neoforma is entitled to sublicense such
                                software, and (y) with respect to Neoforma-owned
                                software, a * license, solely for Novation's
                                internal use, to such software.

                        (iv)    Notwithstanding the other provisions in this
                                Section 9.9.4, Novation shall not use such
                                licenses until the effective date of the
                                termination of this Agreement in accordance with
                                Section 9.3, 9.4, or 9.5.

                9.9.5   Equitable Remedies. Neoforma acknowledges that, if it
                        breaches (or attempts or threatens to breach) its
                        obligation to provide Novation or, if applicable, VHA
                        and UHC, Termination Assistance Services in accordance
                        with this Section 9.9, Novation or, if applicable, VHA
                        and UHC, will be irreparably harmed. In such
                        circumstance, and notwithstanding the provisions of
                        Section 18, Novation or, if applicable, each of VHA and
                        UHC, may proceed directly to court. If a court of
                        competent jurisdiction should find that Neoforma has
                        breached (or attempted or threatened to breach) any such
                        obligations, Neoforma agrees that even without any
                        additional findings of irreparable injury or other
                        conditions to injunctive relief, it shall not oppose the
                        entry of an appropriate order compelling performance by
                        Neoforma restraining it from further breaches (or
                        attempted or threatened breaches).


        9.10    Third Party Products. Notwithstanding anything in this Agreement
                to the contrary, prior to entering any agreement with a third
                party for the provision of software (other than providers of off
                the shelf software) (the "THIRD PARTY PRODUCTS"), Neoforma shall
                use commercially reasonable and good faith efforts to obtain the
                agreement of each provider of a Third Party Product that such
                Third Party Product may be assigned and/or sublicensed without
                additional charge to each and any of Neoforma, VHA or UHC. If
                Neoforma is not able to obtain such written agreement or, in the
                event that Neoforma is informed that such provision will be made
                available on at additional cost to Neoforma, Neoforma shall
                promptly provide notice of such to each of Novation, VHA and
                UHC, setting forth with particularity in such notice the nature
                of the proposed Third Party Product, the nature of the
                assignment and/or sublicense proposed, the agreement to be
                signed and, if applicable, the additional cost for the required
                assignment and/or sublicense provision. Each of Novation, VHA
                and UHC shall have one business day after the receipt of such
                notice from Neoforma to advise Neoforma as to whether Novation,
                VHA or UHC, or any of them or any combination of them, agrees to
                pay the additional cost involved for the proposed assignment
                and/or sublicense provision. Failure of Novation, VHA or UHC to
                advise Neoforma of its decision within one business day after
                the receipt of notice from Neoforma shall be deemed an
                affirmative refusal to pay additional amounts

* Confidential treatment requested.

                                       30


<PAGE>   37
                required to obtain the proffered assignment and/or sublicense
                provision and, provided that the agreement is not materially
                modified in a manner that might cause the sublicense and/or
                assignment provision to be renegotiated in a manner more
                favorable to Novation, VHA or UHC, Neoforma may proceed to enter
                into the agreement for such Third Party Product without further
                obligation to Novation, VHA or Neoforma under this Section 9.10.

10.     USER DATA

        10.1    Registration. Users who are representatives of Members will be
                required to register as a representative of a Member prior to
                using the Exchange. To effect such registration, Neoforma will
                require that each Member or other User complete a registration
                form in form and substance reasonably acceptable to Novation,
                which form shall request, among other things, submission of
                contact information regarding the User, including, without
                limitation, the User's name, name of the Member organization,
                mailing address, and email address. Neoforma will verify such
                information against the on-line data base information made
                available by Novation and ensure that such registration is
                authorized in accordance with registration and password issuance
                and protection procedures acceptable to Neoforma and in
                accordance with the Functionality Specifications to be mutually
                agreed upon. Neoforma will store data collected during
                registration as part of the Information in the Transaction
                Database.

        10.2    Transaction Database. Neoforma will create and maintain the
                Transaction Database relating to all activity occurring on the
                Exchange in accordance with the Functionality Specifications to
                be mutually agreed upon. Novation and Neoforma shall only use
                Information in accordance with the provisions of this Section
                10. Neoforma shall at all times make all Information available
                to Novation in any manner that it is, or can reasonably be, made
                available.

        10.3    Member Data. Members shall own their respective Member Data.
                Novation will use commercially reasonable efforts to acquire a
                nonexclusive, non-transferable license from Members (or
                sublicense from VHA, UHC or HPPI) to permit:

                (i)     Novation to access and use such Member Data for, among
                        other things, (A) legal compliance purposes, (B) to
                        track the performance of Suppliers, (C) to be able to
                        track payments to VHA, UHC and HPPI and cooperative
                        payments to the Members, (D) to consult with each of the
                        Members and (E) to promote utilization and
                        standardization among Members; and

                (ii)    Neoforma to use such Member Data provided that such use
                        is (A) solely related to the performance of Neoforma's
                        obligations pursuant to this Agreement and (B) in
                        accordance with the confidentiality provisions of
                        Section 11.

        10.4    Aggregated Member Data. Subject to the receipt of a license or
                sublicense for use of the Member Data, Novation shall own the
                Aggregated Member Data.


                                       31


<PAGE>   38
        10.5    Transaction Database. Subject to the ownership rights of the
                Members in Member Data and of Novation in Aggregated Member
                Data, Neoforma shall own the derivative works created by using
                the Member Data and the Aggregated Member Data, provided that no
                such information may be used by Neoforma other than subject to
                the following conditions:

                (i)     in accordance with the license or sublicense to be
                        obtained from Members in accordance with the provisions
                        of Subsection 10.3 (ii); or

                (ii)    Member-related Information is (a) combined with
                        non-Member related User Information that * and (b) the
                        Information is provided in such a manner that the
                        identity of the Member, Member Data and Aggregated
                        Member Data can not be discerned or identified by using
                        such Information in connection with any other
                        information.

        10.6    License Grant of Information to Novation.

                10.6.1  Subject to the terms and conditions of this Agreement,
                        Neoforma hereby grants to Novation a nonexclusive,
                        non-transferable license during the Term to access and
                        use the Information; provided, however, that (i) such
                        use is solely for Novation's internal use and for the
                        sublicensing of the use of such data to VHA, UHC and
                        HPPI for their use in serving the needs of their Members
                        (provided that a party may not license, sell or
                        otherwise make available the Information), (ii) such use
                        complies with the privacy policy in existence on the
                        Exchange at the time of such use and (iii) Novation,
                        VHA, UHC and HPPI each treat such Information as
                        Confidential Information subject to Section 11 of this
                        Agreement.

                10.6.2  Subject to the terms and conditions of this Agreement,
                        Neoforma hereby grants to Novation a nonexclusive,
                        non-transferable license, as agent, to sublicense the
                        Information described in Section 10.5 to Suppliers.

                10.6.3  With respect to the Information sublicensed by Novation
                        under Subsection 10.6.2, Novation will keep * of the
                        gross license fees and the remaining * of such license
                        fees shall be paid to Neoforma.

        10.7    No Other Licenses or Use. Except as expressly set forth in this
                Section 10, none of the Members, Novation or Neoforma grants any
                license, express or implied, in the Member Data, Aggregated
                Member Data or Information. The failure to abide by the terms
                and conditions of this Section 10 shall constitute a material
                default of this Agreement.

        10.8    Other Data. Neoforma and Novation acknowledge that all other
                data that a party gathers or develops independent of this
                Agreement shall not be covered by this Agreement, provided that
                Neoforma shall not solicit any information from a Member without
                fully disclosing to the Member all intended uses for which such
                information is being collected and will be used.

* Confidential treatment requested.

                                       32


<PAGE>   39
        10.9    Neoforma Information. Notwithstanding anything herein to the
                contrary, Neoforma may use the Neoforma Information in any
                manner that it chooses, provided that such information does not
                include Member Data or Aggregated Member Data.

11.     SAFEGUARDING OF DATA; CONFIDENTIALITY

        11.1    Novation Data.

                11.1.1  Generally. As between Neoforma and its Affiliates, on
                        the one hand, and Novation and its Affiliates, on the
                        other hand, information relating to Novation, VHA or UHC
                        or their respective Affiliates, Members or customers,
                        whether or not marked "confidential" and whether
                        disclosed in tangible or in intangible (e.g., oral or
                        visual) form, including, without limitation, (i)
                        information regarding the operations, affairs and
                        business of Novation, VHA or UHC, or their respective
                        Affiliates, Members or customers, (ii) Novation
                        Materials and (iii) all Transaction Data, except as
                        provided in Section 10, (collectively, the "NOVATION
                        DATA") is confidential and will be subject to Section
                        11.2. Novation Data is the property of Novation, VHA or
                        UHC, or their respective Affiliates, Members or
                        customers. Neoforma shall have access to and may make
                        use of Novation Data to the extent reasonably necessary
                        to perform its obligations under this Agreement.
                        Neoforma shall not, however, use Novation Data for any
                        purpose other than providing Services, except as
                        provided in Section 10. Upon termination or expiration
                        of this Agreement for any reason, or upon Novation's
                        request, Neoforma shall promptly return to Novation all
                        of the Novation Data in Neoforma's possession (including
                        backup or archival copies).

                11.1.2  Safeguarding of Data. Neoforma shall maintain
                        appropriate safeguards, consistent with prevailing
                        industry standards, against the destruction,
                        inappropriate disclosure, wrongful access or use, loss
                        or alteration of the Novation Data in the possession of
                        Neoforma. In any event, Neoforma shall maintain
                        safeguards that are no less rigorous than those
                        maintained by Neoforma for its own information of a
                        similar nature and, in no event, less than a reasonable
                        level of safeguards.

        11.2    Confidentiality.

                11.2.1  Confidential Information. "CONFIDENTIAL INFORMATION"
                        means (i) business or technical information of any
                        party, including, without limitation, information
                        relating to a party's product plans, designs, costs,
                        product prices, finances, marketing plans, business
                        opportunities, personnel, research, development,
                        know-how or the pricing information available to
                        Members, (ii) any information communicated with respect
                        to an Opportunity, including the ideas, concepts or
                        other intellectual property contained therein, (iii) any
                        information designated "confidential" or


                                       33


<PAGE>   40
                        "proprietary" or which, under the circumstances, should
                        reasonably have been understood to be confidential, (iv)
                        Novation Data and (v) the terms and conditions of this
                        Agreement.

                11.2.2  Confidentiality Obligations. Each party agrees that (i)
                        it will not use or disclose to any other party or third
                        person including its Affiliates any Confidential
                        Information disclosed to it by any other party except as
                        contemplated by this Agreement and (ii) it will take all
                        reasonable measures to maintain the confidentiality of
                        all Confidential Information of each other party in its
                        possession or control, which will in no event be less
                        than the measures it uses to maintain the
                        confidentiality of its own information of similar
                        importance.

                11.2.3  Exclusions. Subsection 11.2.2 will not prevent a party
                        from disclosing Information that (i) is owned by such
                        party or its Affiliates or is already known by the
                        recipient party or its Affiliates without an obligation
                        of confidentiality other than under this Agreement, (ii)
                        is publicly known or becomes publicly known through no
                        unauthorized act of the recipient party, (iii) is
                        rightfully received from a third party, provided that
                        the source is not known to be bound by a confidentiality
                        agreement or (iv) is independently developed by
                        employees of a party or an Affiliate of a party without
                        use of the other party's Confidential Information. If
                        Confidential Information is required to be disclosed
                        pursuant to a requirement of a governmental authority,
                        such Confidential Information may be disclosed pursuant
                        to such requirement so long as the party required to
                        disclose the Confidential Information, to the extent
                        possible, (i) provides the party that owns the
                        Confidential Information with timely prior notice of
                        such requirement and coordinates with such other party
                        in an effort to limit the nature and scope of such
                        required disclosure and (ii) uses commercially
                        reasonable efforts to ensure that, within applicable
                        law, such Confidential Information will not be further
                        disclosed. If Confidential Information is required to be
                        disclosed in connection with the conduct of any
                        arbitration proceeding conducted pursuant to Section 18,
                        such Confidential Information may be disclosed pursuant
                        to and in accordance with the approval and at the
                        direction of the arbitrator conducting such proceeding.
                        Upon written request at the termination or expiration of
                        this Agreement for any reason, all such Confidential
                        Information in tangible form (and all copies thereof)
                        owned by the requesting party or its Affiliates will be
                        returned to the requesting party or at the requesting
                        party's option will be destroyed, with written
                        certification thereof being given to the requesting
                        party, and subject to any rights expressly granted to
                        the other party under this Agreement, the other party
                        shall cease all further use of any Confidential
                        Information, whether tangible or intangible.

                11.2.4  No License. Nothing contained in this Section 11.2 will
                        be construed as obligating a party to disclose its
                        Confidential Information to another party, or as
                        granting to or conferring on a party, expressly or
                        implied, any patent,


                                       34


<PAGE>   41
                        copyright, trademark, trade name, trade secret or other
                        Intellectual Property Rights or any license to the
                        Confidential Information of the other party.

                11.2.5  Loss of Confidential Information. In the event of any
                        breach by the recipient party of this Section 11.2 that
                        results in a disclosure or loss of, or inability to
                        account for, any Confidential Information of the
                        furnishing party, the receiving party shall promptly, at
                        its own expense, (i) notify the furnishing party in
                        writing, (ii) take such commercially reasonable actions
                        as may be necessary or reasonably requested by the
                        furnishing party to minimize the breach, and (iii)
                        cooperate in all reasonable respects with the furnishing
                        party to minimize the breach and any damage resulting
                        therefrom.


12.     REPRESENTATIONS AND WARRANTIES

        12.1    Representations by Neoforma. Neoforma represents and warrants to
                Novation, VHA, UHC and HPPI that each of the following
                statements in this Section 12.1 are true and correct as of the
                Effective Date of this Agreement.

                12.1.1  Due Organization. Neoforma is a corporation duly
                        organized, validly existing and in good standing under
                        the laws of the State of Delaware.

                12.1.2  Authority; Non-Contravention.

                        (a)     Neoforma has all requisite corporate power and
                                authority to enter into this Agreement and to
                                perform its obligations hereunder. The execution
                                and delivery of this Agreement and the
                                consummation of the transactions contemplated
                                hereby have been duly authorized by all
                                necessary corporate action on the part of
                                Neoforma. This Agreement has been duly executed
                                and delivered by Neoforma, and it constitutes
                                the valid and binding obligation of Neoforma,
                                enforceable against Neoforma in accordance with
                                its terms, except as enforceability may be
                                limited by bankruptcy and other similar laws
                                affecting the rights of creditors generally and
                                general principles of equity.

                        (b)     The execution and delivery of this Agreement by
                                Neoforma does not, and the performance of this
                                Agreement by Neoforma will not, (i) conflict
                                with or violate the Certificate of Incorporation
                                or Bylaws of Neoforma, (ii) conflict with or
                                violate any law, rule, regulation, order,
                                judgment or decree applicable to Neoforma or by
                                which Neoforma or any of its properties is bound
                                or affected or (iii) result in any breach of or
                                constitute a default (or an event that with
                                notice or lapse of time or both would become a
                                default) under, or impair Neoforma's rights or
                                alter the rights or obligations


                                       35


<PAGE>   42
                                of any third party under, or give to others any
                                rights of termination, amendment, acceleration
                                or cancellation of, or result in the creation of
                                an encumbrance on any of the properties or
                                assets of Neoforma pursuant to, any note, bond,
                                mortgage, indenture, agreement, lease, license,
                                permit, franchise or other instrument or
                                obligation to which Neoforma is a party or by
                                which Neoforma or its assets is bound or
                                affected, except, in the case of clauses (ii)
                                and (iii), for such conflicts, violations,
                                breaches, defaults, impairments, or rights
                                which, individually or in the aggregate, would
                                not have a material adverse effect on Neoforma.

                        (c)     No consent, approval, order or authorization of,
                                or registration, declaration or filing with any
                                governmental entity is required to be obtained
                                or made by Neoforma in connection with the
                                execution, delivery and performance of this
                                Agreement.

                12.1.3  Performance. All Services will be performed in a
                        professional and workmanlike manner, consistent with the
                        high professional standards and practices prevailing in
                        the Internet e-commerce services industry.

        12.2    Representations by Novation, VHA, UHC and HPPI. Each of
                Novation, VHA, UHC and HPPI, severally and not jointly,
                represents and warrants to Neoforma that the following
                statements made by it in this Section 12.2 are true and correct
                as of the Effective Date of this Agreement.

                12.2.1  Due Organization. Novation is a limited liability
                        company duly organized, validly existing and in good
                        standing under the laws of the State of Delaware; UHC is
                        a corporation duly organized, validly existing and in
                        good standing under the laws of the State of Illinois;
                        VHA is a corporation duly organized, validly existing
                        and in good standing under the laws of the State of
                        Delaware; HPPI is a limited liability company duly
                        organized, validly existing and in good standing under
                        the laws of the State of Delaware.

                12.2.2  Authority; Non-Contravention.

                        (a)     Each of Novation and HPPI has all requisite
                                limited liability company power and authority,
                                and each of VHA and UHC has all requisite
                                corporate power and authority, to enter into
                                this Agreement and to perform its obligations
                                hereunder. The execution and delivery of this
                                Agreement and the consummation of the
                                transactions contemplated hereby have been duly
                                authorized by all necessary limited liability
                                company action on the parts of Novation and HPPI
                                and all necessary corporate action on the parts
                                of VHA and UHC. This Agreement has been duly
                                executed and delivered by Novation, VHA, UHC


                                       36


<PAGE>   43
                                and HPPI, and it constitutes the valid and
                                binding obligation of each of Novation, VHA, UHC
                                and HPPI, enforceable against each of Novation,
                                VHA, UHC and HPPI in accordance with its terms,
                                except as enforceability may be limited by
                                bankruptcy and other similar laws affecting the
                                rights of creditors generally and general
                                principles of equity.

                        (b)     The execution and delivery of this Agreement by
                                Novation, VHA, UHC and HPPI does not, and the
                                performance of this Agreement by each of
                                Novation, VHA, UHC and HPPI will not, (i)
                                conflict with or violate the limited liability
                                company and corporate organizational documents,
                                respectively, (ii) conflict with or violate any
                                law, rule, regulation, order, judgment or decree
                                applicable to Novation, VHA, UHC or HPPI or by
                                which Novation, VHA, UHC or HPPI, or any of
                                their respective properties are bound or
                                affected, or (iii) result in any breach of or
                                constitute a default (or an event that with
                                notice or lapse of time or both would become a
                                default) under, or impair Novation's, VHA's,
                                UHC's or HPPI's rights or alter the rights or
                                obligations of any third party under, or give to
                                others any rights of termination, amendment,
                                acceleration or cancellation of, or result in
                                the creation of an encumbrance on any of the
                                properties or assets of Novation, VHA, UHC or
                                HPPI pursuant to, any note, bond, mortgage,
                                indenture, agreement, lease, license, permit,
                                franchise or other instrument or obligation to
                                which Novation, VHA, UHC or HPPI is a party or
                                by which Novation, VHA, UHC or HPPI, or any of
                                their assets, is bound or affected, except, in
                                the case of clauses (ii) and (iii), for such
                                conflicts, violations, breaches, defaults,
                                impairments, or rights which, individually or in
                                the aggregate, would not have a material adverse
                                effect on Novation, VHA, UHC and HPPI,
                                respectively.

                        (c)     No consent, approval, order or authorization of,
                                or registration, declaration or filing with any
                                governmental entity is required to be obtained
                                or made by Novation, VHA, UHC or HPPI in
                                connection with the execution, delivery and
                                performance of this Agreement.

        12.3    Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS
                AGREEMENT, EACH PARTY DISCLAIMS ALL EXPRESS AND IMPLIED
                WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
                WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
                PARTICULAR PURPOSE OR USE.


13.     USE OF SUBCONTRACTORS

        13.1    Generally. Neoforma may subcontract its obligations under this
                Agreement subject to the limitations imposed by this Section
                13.1. Neoforma shall not subcontract any of the following
                without the prior written consent of Novation, such consent not
                to be unreasonably withheld:


                                       37


<PAGE>   44
                (i)     any Services involving any contact or interface with
                        Members, including, without limitation, sales efforts,
                        implementation and integration and call center services;
                        or

                (ii)    any Services to a Novation Competitor.

        13.2    Novation's Right to Revoke Approval. Novation shall have the
                right during the Term to revoke its prior approval of a
                subcontractor and direct Neoforma to replace such subcontractor
                as soon as possible if the subcontractor's performance is
                materially deficient, good faith doubts exist concerning the
                subcontractor's ability to render future performance because of
                changes in the subcontractor's ownership, management, financial
                condition, or otherwise, or there have been material
                misrepresentations by or concerning the subcontractor.

        13.3    Continuing Responsibility. Neoforma shall remain responsible for
                obligations performed by subcontractors to the same extent as if
                such obligations were performed by Neoforma's employees.
                Neoforma shall be Novation's sole point of contact regarding the
                Services, including with respect to payment.

        13.4    Confidential Information. Neoforma shall not disclose
                Confidential Information of any of Novation, VHA, UHC or HPPI to
                a subcontractor unless and until such subcontractor has agreed
                in writing to protect the confidentiality of such Confidential
                Information as required of Neoforma under this Agreement.

14.     INSURANCE

        14.1    Insurance. Each of Neoforma and Novation shall determine the
                types and amounts of insurance coverage it requires in
                connection with this Agreement, including, without limitation,
                general public liability, property damage and workers
                compensation insurance. Neither Neoforma nor Novation is
                required to obtain insurance for the benefit of the other,
                including, without limitation, business interruption insurance.
                Each of Neoforma and Novation will pay all costs and receive all
                benefits under policies arranged by it, and each waives rights
                of subrogation it may otherwise have regarding the other's
                insurance policies.

        14.2    Proof of Insurance. When requested by Neoforma or Novation, an
                insurance certificate indicating the coverage described in
                Section 14.1, issued by an insurance company licensed to do
                business in the relevant state or states and signed by an
                authorized agent, shall be furnished by the insured party to the
                requesting party. Each of Neoforma and Novation shall provide
                the other with at least 30 days prior written notice of any
                cancellation or material modification of such insurance.

15.     INDEMNITY

        15.1    Neoforma Indemnity. Subject to Section 15.4, Neoforma shall
                indemnify, defend and hold harmless each of Novation, VHA, UHC
                and HPPI and each of their


                                       38


<PAGE>   45
                Affiliates, officers, directors, employees, consultants and
                agents from and against any and all damages, liabilities,
                claims, actions, suits, proceedings, costs, charges and
                expenses, including reasonable attorneys' fees (collectively,
                "LOSSES"), incurred or sustained by any of such persons as a
                result of or from any third-party claim relating to (i) any
                claims based on Neoforma's confidentiality obligations contained
                in Section 11 or its warranties contained in Section 12; (ii)
                the failure of Neoforma to perform any of its obligations under
                any agreement between Neoforma and a third party (including,
                without limitation, any agreements between Neoforma and a
                Supplier); (iii) any claims arising out of Neoforma's breach of
                this Agreement; (iv) any claim arising out of the death of or
                bodily injury to any employee of any of Novation, VHA, UHC and
                HPPI and each of their Affiliates (or their respective
                subcontractors) to the extent caused by the negligence or
                willful misconduct of Neoforma or its Affiliates; (v) the loss
                of or damage to the real or tangible personal property (whether
                owned or leased) of each of Novation, VHA, UHC and HPPI and each
                of their Affiliates, officers, directors, employees, consultants
                and agents to the extent caused by the negligence or willful
                misconduct of Neoforma or its Affiliates; (vi) any third-party
                claim that arises in connection with the use by any of Novation,
                VHA, UHC and HPPI and each of their Affiliates of any
                deliverables or services provided by Neoforma to any of
                Novation, VHA, UHC and HPPI and each of their Affiliates under
                this Agreement, except to the extent covered by Novation's
                indemnities set forth in Section 15.2; (vii) Neoforma's failure
                to pay and discharge any taxes (including interest and
                penalties) for which Neoforma is responsible pursuant to the
                terms of this Agreement; (viii) any claim asserted against any
                of Novation, VHA, UHC and HPPI and each of their Affiliates by
                an employee of Neoforma to the extent such claim arises from
                decisions, acts, omissions or violations of statute by Neoforma
                with respect to such employee's employee/employer relationship
                with Neoforma.

        15.2    Novation Indemnity. Subject to Section 15.4, Novation shall
                indemnify, defend and hold harmless each of Neoforma and its
                Affiliates, officers, directors, employees, consultants and
                agents from and against any and all Losses awarded against or
                paid in settlement by Neoforma, incurred or sustained by any of
                such persons as a result of or from any third-party claim
                relating to (i) any claims based on Novation's confidentiality
                obligations contained in Section 11 or its warranties contained
                in Section 12; (ii) the failure of Novation to perform any of
                its obligations under any agreement between Novation and a third
                party; (iii) any claims arising out of Novation's breach of this
                Agreement; (iv) any claim arising out of the death of or bodily
                injury to any employee of Neoforma or its Affiliates (or their
                respective subcontractors) to the extent caused by the
                negligence or willful misconduct of Novation or its Affiliates;
                (v) the loss of or damage to the real or tangible personal
                property (whether owned or leased) of Neoforma and its
                Affiliates, officers, directors, employees, consultants and
                agents to the extent caused by the negligence or willful
                misconduct of Novation or its Affiliates; (vi) any third-party
                claim that arises in connection with the use by Neoforma and its
                Affiliates or any deliverables or services provided by Novation
                to any of Neoforma or its Affiliates under this Agreement,
                except to the extent covered by


                                       39


<PAGE>   46
                Neoforma's indemnities set forth in Section 15.1; (vii)
                Novation's failure to pay and discharge any taxes (including
                interest and penalties) for which Novation is responsible
                pursuant to the terms of this Agreement; or (viii) any claim
                asserted against Neoforma by an employee of Novation to the
                extent such claim arises from decisions, acts, omissions or
                violations of statute by Novation with respect to such
                employee's employee/employer relationship with Novation.

        15.3    Infringement Claims.

                15.3.1  Each of Neoforma and Novation, at their respective
                        expense, shall indemnify, defend and hold harmless the
                        other party and its Affiliates, and their respective
                        officers, directors, employees, consultants, agents,
                        successors and assigns, from and against any and all
                        Losses arising from any Services, software, hardware or
                        the indemnitor's Materials ("ITEM(s)") provided or
                        delivered by the indemnitor to the indemnitee under this
                        Agreement, when used in conformity with all applicable
                        written instructions and documentation, (i) infringes
                        any patent in any country that is a signatory to the
                        Patent Cooperation Treaty, (ii) infringes any copyright
                        in any country that is a signatory to the Berne
                        Convention for the Protection of Literary and Artistic
                        Works, or (iii) constitutes misappropriation of any
                        trade secret in any country in which a trade secret
                        right exists such that it would be enforceable in the
                        United States (each such third-party claim, action, suit
                        or proceeding, an "INFRINGEMENT CLAIM").

                15.3.2  Notwithstanding anything to the contrary herein, the
                        indemnitor shall have no obligation to defend or
                        indemnify the indemnitee for any Infringement Claim to
                        the extent arising out of or relating to modifications
                        to any Item made by or on behalf of the indemnitee where
                        but for such modifications there would have been no
                        Infringement Claim.

                15.3.3  If the indemnitee's use of any Item is enjoined or
                        otherwise prohibited, or if the indemnitor reasonably
                        believes that there exists a threat of the same, the
                        indemnitor shall have the right, in its sole discretion
                        and at its expense, in addition to its indemnification
                        obligations above, to (i) obtain for the indemnitee the
                        right to continue to use the affected Item, (ii) replace
                        the affected Item with a non-infringing product or
                        service that will not degrade the performance quality of
                        the affected component of the Services or (iii) modify
                        the affected Item so that it becomes non-infringing. If
                        the alternatives in (i), (ii) and (iii) are not
                        feasible, the indemnitor shall remove the Item from the
                        Services and equitably adjust the charges to reflect
                        such removal.

                15.3.4  THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF
                        THE INDEMNITEES, AND THE ENTIRE OBLIGATION AND LIABILITY
                        OF THE INDEMNITOR, AS TO


                                       40


<PAGE>   47
                        ANY INFRINGEMENT CLAIMS IN CONNECTION WITH ANY ACTIVITY
                        UNDER THIS AGREEMENT.

        15.4    Indemnity Procedures. The party seeking indemnification under
                Section 15.1 through 15.3, as the case may be (the "INDEMNIFIED
                PARTY"), shall give prompt written notice to the other party
                (the "INDEMNIFYING PARTY"). In addition, the Indemnified Party
                shall allow the Indemnifying Party to direct the defense and
                settlement of any such claim, with counsel of the Indemnifying
                Party's choosing that is reasonably acceptable to the
                Indemnified Party, and will provide the Indemnifying Party, at
                the Indemnifying Party's expense, with information and
                assistance that is reasonably necessary for the defense and
                settlement of the claim. The Indemnified Party reserves the
                right to retain counsel, at the Indemnified Party's sole
                expense, to participate in the defense of any such claim. The
                Indemnifying Party shall not settle any such claim or alleged
                claim without first obtaining the Indemnified Party's prior
                written consent, which consent shall not be unreasonably
                withheld, if the terms of such settlement would not adversely
                affect the Indemnified Party's rights under this Agreement.

16.     LIMITATION OF LIABILITY

        16.1    Limitations. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER
                PARTY FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT OR
                CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT
                (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY
                HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

        16.2    Exceptions. The limitation set forth in Section 16.1 above will
                not apply to (i) Neoforma's obligations under Section 11,
                Section 15.1, Section 15.3 or Section 16.3, (ii) Novation's
                obligations under Section 11, Section 15.2 or Section 15.3,
                (iii) Neoforma's willful misconduct or gross negligence in the
                provision of Services or (iv) Neoforma's wrongful termination or
                abandonment of this Agreement.

        16.3    Liquidated Damages.

                16.3.1  Neoforma acknowledges that proper achievement of each of
                        the functions and responsibilities as shall be agreed
                        upon and set forth in the Functionality Specifications
                        and the completion of each Functional Deliverable (as
                        shall be defined in the Functionality Specifications)
                        within the time frames specified pursuant to the process
                        set forth therein (or as otherwise agreed to by Neoforma
                        and Novation) are critical to the business operations of
                        Novation. In connection therewith, Neoforma agrees that
                        if any of its functions and responsibilities or any of
                        the functions and responsibilities with respect to any
                        Functional Deliverable (as shall be described in the
                        Functionality Specifications) are not properly achieved
                        by the applicable target date (a "FAILURE"), such
                        Failure shall be deemed to constitute a material breach
                        of Neoforma's service obligations


                                       41


<PAGE>   48
                        under this Agreement. Upon such Failure, Neoforma shall
                        pay liquidated damages to Novation for each day past the
                        applicable target date in which the objective is still
                        not achieved in the amount of (i) * provided, however,
                        that any Failure by Neoforma to complete any of its
                        functions and responsibilities under the Functionality
                        Specifications or any Functional Deliverable within the
                        time frames to be agreed upon as described in the
                        Functionality Specifications shall be excused if and to
                        the extent (A) such Failure by Neoforma resulted
                        principally from a material failure by Novation to
                        perform its obligations in respect of such Phase (as
                        such obligations are set forth pursuant to the
                        Functionality Specifications) and (B) Neoforma used
                        commercially reasonable efforts to perform
                        notwithstanding Novation's failure to perform; provided,
                        further, that any Failure by Neoforma pursuant to the
                        preceding proviso shall only be excused for a number of
                        days equal to the number of days Novation failed to
                        perform its obligations in respect of such function,
                        responsibility or Functional Deliverable (as such
                        obligations are set forth pursuant to the Functionality
                        Specifications). Notwithstanding the foregoing, Neoforma
                        shall not be required to pay any liquidated damages
                        under this Section 16.3.1 until the * occurrence of
                        Failures in any consecutive * period. Upon the
                        occurrence of the * such Failure, Neoforma shall
                        retroactively pay liquidated damages in respect of each
                        Failure in such period (including the * previous
                        Failures) in an amount equal to the amount that would
                        have been paid by Neoforma if each such prior Failure
                        had not been subject to the exception in the penultimate
                        sentence of this Subsection 16.3.1.

                16.3.2  Neoforma acknowledges that proper achievement of the
                        Service Levels as shall be set forth in the Service
                        Level Specifications (including those Service Levels
                        which will be determined after the Effective Date) are
                        critical to the business operations of Novation.
                        Accordingly, in connection with any failure to meet
                        Service Levels, Neoforma and Novation shall agree on a
                        methodology whereby Neoforma shall pay to Novation
                        liquidated damages up to *. Such methodology shall be
                        defined in the Service Level Specifications.

                16.3.3  The parties agree that the damages provided in this
                        Section 16 apply only with respect to the failures to
                        perform described in Subsections 16.3.1 and 16.3.2.
                        Moreover, the parties agree that the damages provided in
                        this Section 16 are a reasonable estimate of the damages
                        that would be suffered by Novation as a consequence of
                        the failures described in Subsections 16.3.1 and 16.3.2
                        and do not constitute a penalty (the parties hereby
                        acknowledging the inconvenience and difficulty of
                        otherwise obtaining an adequate remedy). Notwithstanding
                        anything to the contrary


* Confidential treatment requested.

                                       42


<PAGE>   49
                        in this Agreement, the aggregate amount of liquidated
                        damages paid by Neoforma to Novation pursuant to this
                        Section 16.3 (including all payments to be agreed upon
                        and described in the Functionality Specifications and
                        the Service Level Specifications) shall not exceed *

17.     AUDIT RIGHTS

        17.1    General. Upon 10 days prior notice from Novation, Neoforma shall
                provide to such auditors as Novation may designate in writing,
                subject to the limitation imposed by Section 17.3, access during
                normal business hours to Neoforma's applicable facilities and to
                appropriate Neoforma management personnel and subcontractors,
                and to the data and records maintained by Neoforma with respect
                to the Services for the purpose of (i) performing audits and
                inspections of Neoforma and its businesses, (ii) to verify the
                integrity of Novation Materials and Neoforma Materials, (iii) to
                examine the systems that process, store, support and transmit
                such Novation Materials, (iv) to verify user volume reports, (v)
                to verify the accuracy of Novation Exchange Transaction Fees and
                (vi) to confirm Neoforma's compliance with this Agreement. To
                the extent applicable to the Services performed by Neoforma, the
                scope of such audits may include, without limitation, (i)
                Neoforma's practices and procedures, (ii) the adequacy of
                general controls and security practices and procedures and (iii)
                the adequacy of disaster recovery and back-up procedures.
                Subject to Section 17.6, such audits shall be conducted at
                Novation's expense.

        17.2    Frequency of Audits. Operational audits, to examine the
                technological aspects of Neoforma's provision of Services, may
                not be conducted more than once in any 12-month period.
                Financial audits, which examine Neoforma's financial records,
                and other supporting records, may not be conducted more than
                once in any 12-month period. Novation may, at its election,
                conduct operational and financial audits concurrently.

        17.3    Auditors. For the purposes of conducting financial audits,
                Novation may designate any internal auditor who customarily
                audits contract compliance issues for Novation or any nationally
                recognized accounting firm. For the purposes of conducting
                operational audits, Novation may designate any party to act as
                its auditor, subject to Neoforma's consent, which shall not be
                unreasonably delayed or withheld.

        17.4    Record Retention. In order to document the Services and the
                Novation Exchange Transaction Fees paid or payable by Novation
                under this Agreement, Neoforma shall retain its standard records
                and supporting documentation for at least seven years.

        17.5    Cooperation. Neoforma shall use commercially reasonable efforts
                to assist such auditors, inspectors, regulators and
                representatives in connection with such audits and inspections.


* Confidential treatment requested.

                                       43


<PAGE>   50
        17.6    Overcharges. If, as a result of any such audit, Novation
                determines that Neoforma has overcharged Novation, Novation
                shall notify Neoforma of the amount of such overcharge and
                Neoforma shall promptly pay to Novation the amount of the
                overcharge, plus interest at a rate of 1.5% per month or the
                maximum rate permitted by law, whichever is less, calculated
                from the date of receipt by Neoforma of the overcharged amount
                until the date of payment to Novation. If any such audit reveals
                an overcharge to Novation during any 12-month period exceeding
                5% of all Novation Exchange Transaction Fees in the aggregate
                paid by Novation during such period, Neoforma shall reimburse
                Novation for the out-of-pocket costs and expenses incurred for
                such audit.


18.     DISPUTE RESOLUTION

        18.1    Resolution of Disputes. Except as otherwise provided in this
                Section 18, any and all disputes arising out of or in connection
                with the execution, interpretation, performance or
                nonperformance of this Agreement (each such dispute, a "DISPUTED
                MATTER") will be resolved by the procedures established in this
                Section 18.

        18.2    Negotiations and Escalation. Each party shall use commercially
                reasonable efforts expeditiously to resolve any Disputed Matter
                which arises from time to time between it and any of the other
                parties on a mutually acceptable negotiated basis. In connection
                therewith, any party involved in a Disputed Matter may deliver a
                notice to each of the other parties (an "ESCALATION NOTICE")
                demanding an in-person meeting of the senior level management
                representatives of the parties involved (and providing, as a
                courtesy, notice to the parties not involved). Any agenda,
                location or procedures for such discussions or negotiations may
                be established by the parties to the Disputed Matter, but such
                parties shall, in any event, meet within 10 days after the
                delivery of the Escalation Notice. The parties to a Disputed
                Matter may, if they mutually so desire, retain a mutually agreed
                upon mediator to assist in resolution of the Disputed Matter,
                but (i) all statements and opinions of such mediator shall be
                only advisory and shall be inadmissible in any subsequent
                proceedings between the parties concerning the Disputed Matter,
                (ii) the parties thereto shall bear the costs of any such
                mediation equally (but each party to the mediation shall be
                responsible for its own expenses) and (iii) mediation is not a
                prerequisite to arbitration. If the parties to the Disputed
                Matter are unable to resolve it by the earlier of (i) 30 days
                after the delivery of the Escalation Notice or (ii) the
                conclusion of the meeting held pursuant to the applicable
                Escalation Notice, then any party thereto may institute
                arbitration, as provided below, concerning the Disputed Matter.

        18.3    Appointment of Arbitral Body. Except as provided in Section
                18.11, any Disputed Matters not resolved pursuant to Section
                18.2 or otherwise settled between the parties will be finally
                resolved solely by arbitration, by a single arbitrator appointed
                in accordance with the rules and procedures (the "RULES") of


                                       44


<PAGE>   51
                the American Arbitration Association, or if the American
                Arbitration Association is no longer conducting such
                arbitrations, a successor organization thereto or such other
                private arbitration service as the parties shall mutually agree
                (the actual authority involved, the "ARBITRAL BODY"). Except as
                set forth below in Sections 18.10 and 18.11, the parties
                renounce all recourse to litigation to resolve Disputed Matters
                and agree that the Award of the arbitrator will be final and
                subject to no judicial review.

        18.4    Qualifications of Arbitrator. The arbitrator shall be selected
                pursuant to the rules and procedures of the Arbitral Body, but
                shall be (i) impartial and will not have been employed by or
                affiliated with any of the parties to this Agreement or any of
                their respective Affiliates, (ii) experienced in commercial
                dispute resolution and (iii) familiar with commercial business
                practices in the medical supplies procurement business or the
                business involved in the Disputed Matter. If the Arbitral Body
                is unable to provide an arbitrator with the qualifications set
                forth in this Section 18.4, the Arbitral Body will consult with
                the parties and consider their recommendations for the
                arbitrator.

        18.5    Initiation of Arbitration and Procedures. After the expiration
                of the 30-day period referred to in Section 18.2, arbitration
                procedures may be initiated concerning a Disputed Matter by any
                of the parties thereto by giving written notice to the other
                parties thereto and in compliance with any of the applicable
                Rules. If not specified by the Rules, such notice shall be given
                to the parties to the Disputed Matter in the manner provided
                generally for notices in this Agreement. Any notice will specify
                in reasonable detail the dispute being submitted to arbitration
                and comply with all other Rules concerning commencement of
                arbitration.

        18.6    Procedures. The arbitrator will conduct the proceedings,
                including arguments and briefs, in accordance with the Rules;
                provided that the provisions of this Section 18 will prevail in
                the event of any conflict between the Rules and its provisions.
                Within five days after his or her appointment, the arbitrator
                shall contact the parties to the Disputed Matter and arrange an
                initial conference with them, to be conducted within 30 days
                after his or her appointment, at which conference (the "HEARING
                CONFERENCE") the arbitrator and the parties will establish
                procedures (based on a brief written plan submitted in letter
                form by each party to the Disputed Matter in advance of such
                Hearing Conference concerning expected measures to prepare for
                hearing on the merits) and a schedule for the resolution of the
                Disputed Matter by hearing on the merits in a timely and
                efficient manner, giving due consideration to the nature and
                extent of the Disputed Matter, the apparent complexity of
                preparations for, and complexity of, hearing on its merits and
                other factors (such as third-party litigation pending against
                one of the parties on the same subject-matter as raised in the
                Disputed Matter). In the event of a dispute concerning such
                procedures at the Hearing Conference, the arbitrator shall have
                the power to impose the schedule upon the parties to the
                Disputed Matter, giving due consideration to resolution of the
                Disputed Matter by a full and fair hearing on the merits. The
                arbitrator shall include in procedures established at the
                Hearing Conference provisions which permit the parties to engage
                in reasonable,


                                       45


<PAGE>   52
                limited discovery in preparation for hearing on the merits and
                which protect and preserve privileges and shield confidential
                proprietary information from disclosure. The hearing on the
                merits will be held within 60 days after the Hearing Conference,
                and evidentiary matters at such hearing will be determined in
                accordance with the Federal Rules of Evidence as applied at the
                place of arbitration.

        18.7    Governing Law; Jurisdiction. The arbitrator will decide the
                issues submitted in accordance with the provisions and
                commercial purposes of this Agreement, provided that all
                substantive questions of law will be determined under the laws
                of the State of New York. The parties consent to venue in the
                State in which the principal place of business of the party
                initiating arbitration regarding a Disputed Matter is located.

        18.8    Arbitration Award. All decisions of the arbitrator will be in
                writing and submitted to the parties, and the decision after
                hearing on the merits which announces resolution of the Disputed
                Matter (the "AWARD") shall, in addition, set forth findings of
                fact and conclusions of law to support the arbitrator's
                resolution of the merits of the Disputed Matter. The arbitrator
                will issue the Award within 30 days after completion of the
                hearing on the merits.

        18.9    Cooperation of the Parties. The parties to the Disputed Matter
                will facilitate the arbitration by (i) making available to one
                another and to the arbitrator for examination, inspection and
                extraction all documents, books, records and personnel under
                their control if determined by the arbitrator to be relevant to
                the dispute, (ii) conducting arbitration hearings to the
                greatest extent possible on successive days and (iii) observing
                strictly the time periods and procedures established by the
                Rules or by the arbitrator for submission of evidence or briefs,
                conduct of the hearing on the merits and preparations therefor.

        18.10   Costs. All costs of the arbitration shall initially be borne
                equally by the parties thereto as incurred, but upon completion
                of the arbitration, the arbitrator shall award to the prevailing
                party, as determined by the arbitrator in accordance with
                principles of New York law for determining prevailing parties in
                litigation, all reasonable costs, fees and expenses related to
                the arbitration, including reasonable fees and expenses of
                attorneys, accountants and other professionals or experts
                incurred by the prevailing party.

        18.11   Judgment on the Award; Enforcement. Judgment on the Award may be
                entered in any court having jurisdiction and procedures
                therefor. Each party agrees that any Award of an arbitrator
                against it and on which judgment is entered may be executed
                against the assets of any party which is a judgment debtor or
                otherwise enforced in any jurisdiction pursuant to the
                procedures in and protections of such jurisdiction which are
                generally applicable to enforcement of judgments, including
                provision in such jurisdiction for the enforcement of equitable
                remedies provided in the Award.


                                       46


<PAGE>   53
        18.12   Preservation of Equitable Relief; Third-Party Litigation.
                Notwithstanding any provision of this Section 18 to the
                contrary, any party will be entitled (i) to seek a temporary
                restraining order or injunctive or other equitable relief in any
                court of competent jurisdiction with respect to a breach (or
                attempted or threatened breach) of this Agreement by any party
                (including, without limitation, the matters referred to in
                Subsection 9.9.5) or (ii) to institute litigation or other
                formal proceedings to the extent necessary (A) to enforce the
                award of the arbitrator, (B) to avoid the expiration of any
                applicable limitations period or (C) to preserve a superior
                position with respect to other creditors. Nothing in this
                Section 18 shall prevent parties to this Agreement who become
                involved in a Disputed Matter and who have become parties to
                litigation instituted by a third party concerning facts involved
                in such Disputed Matter from resolving disputes between them
                arising in connection with such Disputed Matter through such
                litigation in lieu of arbitration under this Section 18.

        18.13   Continued Performance. Each party agrees to continue performing
                its obligations under this Agreement during the pendency of any
                dispute resolution process conducted in accordance with this
                Section 18.

19.     GUARANTY OF PERFORMANCE

        19.1    VHA and UHC Guarantees. Subject to Section 19.4, VHA and UHC
                agree, severally but not jointly, that they will be responsible
                for the obligations and liabilities of Novation under this
                Agreement, as follows:

                (i)     to the extent that any such obligation or liability
                        relates primarily to any action or omission by UHC or an
                        UHC Member, UHC shall be responsible;

                (ii)    to the extent that any such obligation or liability
                        relates primarily to any action or omission by VHA or a
                        VHA Member, VHA shall be responsible; and

                (iii)   to the extent that the allocations set forth in (i) and
                        (ii) are not applicable, VHA and UHC shall be
                        responsible in accordance with the allocation provisions
                        set forth in Section 8.12.

        19.2    VHA and UHC Waivers. Each of VHA and UHC hereby waives the
                following with regard to its guaranty obligations under this
                Section 19:

                (i)     any right to require Neoforma to pursue any other remedy
                        in Neoforma's power whatsoever, other than Neoforma
                        proceeding exclusively against VHA or UHC with respect
                        to a liability described in Section 19.1 (iii)

                (ii)    any defense resulting from the absence, impairment or
                        loss of any right of reimbursement, subrogation or
                        contribution of VHA or UHC against Neoforma, or against
                        one another;


                                       47


<PAGE>   54
                (iii)   any defense of discharge, relief or stay of the
                        principal's obligations hereunder based upon a filing of
                        or against Novation under the U.S. Bankruptcy Code or
                        Novation's request for any relief of its obligations
                        under this Agreement based on laws for the relief of
                        debtors generally;

                (iv)    any right to be informed by Neoforma of the financial or
                        other condition of Novation or of VHA or UHC or any
                        change therein or any other circumstances bearing upon
                        the risk of nonperformance by Novation; and

                (v)     any defense of exoneration or release based on amendment
                        of this Agreement.

                Each of VHA and UHC agrees that its guarantee, as set forth in
                Section 19.1, constitutes a guarantee of payment when due and
                not of collection.

        19.3    Scope of Liability. Neither VHA's nor UHC's obligations and
                liabilities under this Agreement shall be subject to any
                set-off, reduction, limitation, impairment or termination for
                any reason, including, without limitation, compromise, and shall
                not be subject to any defense or termination whatsoever by
                reason of the invalidity, illegality or unenforceability of any
                of its obligations and liabilities under this Agreement;
                excluding, however, any defenses based upon Neoforma's failure
                to perform any of its obligations under this Agreement.

        19.4    Continued Performance by Neoforma.

                19.4.1  In the event that the Operating Agreement, dated October
                        21, 1997, as amended from time to time, between VHA and
                        UHC is terminated (and not replaced by any successor
                        document) (the "NOVATION DISSOLUTION"), Neoforma agrees
                        that it shall continue to perform its obligations under
                        this Agreement for a period of no less than * following
                        the date of such termination (and any additional
                        Termination Assistance Period required by this
                        Agreement). Additionally, during such * period, Neoforma
                        shall offer to enter into separate agreements with each
                        of VHA and UHC upon substantially similar terms and
                        conditions and pursuant to which Neoforma will provide
                        services substantially similar to the Services provided
                        hereunder at the time of such termination and create
                        separate proprietary exchanges for each of VHA and UHC.
                        The price for the aggregate services to be rendered
                        under the new separate agreements shall be substantially
                        similar to the price paid by Novation hereunder at the
                        time of such termination; provided, however, that with
                        respect to each of the separate agreements, (i) VHA and
                        UHC (in their separate agreements) will provide services
                        substantially similar to those being provided by
                        Novation hereunder (or, if either VHA or UHC elects not
                        to provide such services, Neoforma and the party so
                        electing will negotiate in good faith to adjust the cost
                        of the services to be provided by Neoforma to such
                        party), and (ii)


* Confidential treatment requested.
                                       48


<PAGE>   55
                        Neoforma may charge VHA or UHC, as applicable,
                        incremental costs associated with the transition of
                        services provided by Neoforma from the Novation Exchange
                        to the separate exchanges, including, without
                        limitation, incremental costs relating to establishing a
                        separate "look and feel" to the proprietary exchanges
                        and creating separate exchanges.

                19.4.2  Notwithstanding the foregoing, neither VHA nor UHC shall
                        be obligated to enter into an agreement with Neoforma as
                        described in Subsection 19.4.1. In the event that either
                        VHA or UHC elects not to enter into such an agreement
                        with Neoforma, then that party's obligations to Neoforma
                        shall be limited to its guarantee under Section 19.1
                        hereunder.

20.     GENERAL PROVISIONS

        20.1    No Waiver. The delay or omission by any party to exercise or
                enforce any right or power of any provision of this Agreement
                shall not be construed as a waiver or relinquishment to any
                extent of such party's right to assert or rely upon any such
                provision or right in that or any other instance. A waiver by
                any party hereto of any of the covenants to be performed by any
                other or any breach thereof shall not be construed to be a
                waiver of any succeeding breach thereof or of any other covenant
                herein contained.

        20.2    Entire Agreement. This Agreement, the Exhibits attached hereto,
                and all other agreements contemplated by this Agreement to be
                agreed upon by the parties hereto pursuant to the terms of this
                Agreement (the "CONTEMPLATED AGREEMENTS"), together constitute
                the complete and exclusive agreement between the parties hereto,
                and supersede any and all prior agreements of the parties with
                respect to the subject matter hereof. Except in the case of
                Section 8.12 (which may be amended with the approval of VHA and
                UHC only), this Agreement, the Exhibits attached hereto and the
                Contemplated Agreements may be amended or modified, or any
                rights under it waived, only by a written document executed by
                all parties. For the avoidance of doubt, the term "AGREEMENT",
                as used throughout this document, shall include the Contemplated
                Agreements.

        20.3    Publicity. Except as required by law or provided in this
                Agreement, no party will make any public statement, press
                release or other announcement relating to the terms of or
                existence of this Agreement without the prior written approval
                of all other parties. The parties will cooperate prior to the
                filing of any public document which may require the filing of
                this Agreement as an exhibit or the filing of a description
                thereof in order to preserve the confidentiality and proprietary
                information contained herein.

        20.4    Covenant of Good Faith. Each party agrees that, in its
                respective dealings with all other parties under or in
                connection with this Agreement, it shall act in good faith.

        20.5    Compliance with Laws and Regulations. Each of Neoforma and
                Novation shall perform its respective obligations under this
                Agreement in a manner that complies


                                       49


<PAGE>   56
                with applicable law, including, without limitation, identifying
                and procuring required permits and approvals.

        20.6    Assignment; Successors and Assigns. This Agreement will be
                binding on the parties hereto and their respective successors
                and permitted assigns. No party may, or will have the power to,
                assign this Agreement without the prior written consent of all
                other parties. For the purposes of this Section 20.6, any
                assignment by operation of law, under an order of any court, or
                pursuant to any Neoforma Change of Control, plan of merger,
                consolidation, reorganization, or liquidation or will be deemed
                an assignment for which prior consent is required, and any
                assignment made without such consent will be void and of no
                effect as between the parties. Notwithstanding the forgoing, no
                assignment made in respect of or as a result of any dissolution
                of Novation will be deemed an assignment for which prior consent
                is required, and such assignment will be valid.

        20.7    Governing Law. This Agreement will be governed by and construed
                in accordance with the laws of the State of New York, without
                regard to or application of conflicts of law rules or
                principles.

        20.8    Notices. Any notice required or permitted by this Agreement
                shall be in writing and shall be deemed given if sent by prepaid
                registered or certified United States mail, return receipt
                requested, overnight mail with a nationally recognized overnight
                mail courier, or sent by facsimile or similar communication, and
                confirmed by such mail, postage prepaid, addressed to another
                party at the address shown below or at such other address for
                which such party gives notice hereunder. Notices will be deemed
                given five business days after deposit in the U.S. Mail, two
                business days after deposit with an overnight mail courier, or
                when confirmation of receipt is obtained if sent by facsimile or
                similar communication, or if by personal delivery, when
                received, as applicable:


                                       50


<PAGE>   57

IF TO NOVATION:                        WITH A COPY TO:

Novation, LLC                          Baker Botts L.L.P.
125 East John Carpenter Freeway        2001 Ross Avenue
Irving, Texas  75062                   Dallas, Texas  75201-2980
Facsimile:  (972) 581-5778             Facsimile:  (214) 953-6503
Attn:  General Counsel                 Attn:  Sarah M. Rechter, Esq.

IF TO VHA:                             WITH A COPY TO:

VHA, Inc.                              Skadden, Arps, Slate, Meagher & Flom LLP
220 East Las Colinas Boulevard         1440 New York Avenue, N.W.
Irving, Texas  75039-5500              Washington, DC  20005
Facsimile:  (972) 830-0391             Facsimile:  (202) 393-3760
Attn:  Chief Financial Officer         Attn:  C. Kevin Barnette, Esq.


IF TO UHC:                             WITH A COPY TO:

University HealthSystem Consortium     McDermott, Will & Emery
2001 Spring Road, Suite 700            227 West Monroe Street
Oak Brook, Illinois  60523             Chicago, Illinois 60606
Facsimile:  (630) 954-4730             Facsimile:  (312) 984-7700
Attn:  Executive Vice President        Attn:  Virginia H. Holden, Esq.
       General Counsel


IF TO NEOFORMA:                        WITH A COPY TO:

Neoforma.com, Inc.                     Fenwick & West LLP
3255-7 Scott Boulevard                 Two Palo Alto Square
Santa Clara, California  95054         Palo Alto, California  94306
Facsimile:  (408) 549-6399             Facsimile:  (650) 494-1417
Attn:  General Counsel                 Attn:  Gordon K. Davidson, Esq.
                                              Douglas N. Cogen, Esq.


        20.9    No Agency. The parties are independent contractors and will have
                no power or authority to assume or create any obligation or
                responsibility on behalf of each other, except as expressly
                provided herein. This Agreement will not be construed to create
                or imply any partnership, agency or joint venture.

        20.10   Force Majeure.

                20.10.1 Subject to 20.10.2, no party shall be liable for any
                        default or delay in the performance of its obligations
                        under this Agreement if and to the extent such default
                        or delay is caused, directly or indirectly, by: flood,
                        earthquake, elements of nature or acts of God, riots,
                        civil disorders, rebellions or revolutions in any
                        country, or any other cause beyond the reasonable
                        control of such party, provided that (i) the
                        non-performing party is without fault in failing to
                        prevent or causing such default or delay and (ii) such
                        default or delay cannot reasonably be circumvented


                                       51


<PAGE>   58
                        by the non-performing party through the use of alternate
                        sources, workaround plans or other means (including with
                        respect to Neoforma, by Neoforma executing its disaster
                        recovery plans).

                20.10.2 In such event, the non-performing party shall be excused
                        from further performance or observance of the
                        obligation(s) so affected for as long as such
                        circumstances prevail and such party continues to use
                        commercially reasonable efforts to recommence
                        performance or observance whenever and to whatever
                        extent possible without delay. With respect to
                        Neoforma's performance, such efforts shall be no less
                        than the efforts used for any other customer of
                        Neoforma. Any party so delayed in its performance shall
                        immediately notify the party to whom performance is due
                        by telephone (to be confirmed in writing within two days
                        after the inception of such delay) and describe at a
                        reasonable level of detail the circumstances causing
                        such delay.

                20.10.3 Notwithstanding anything in this Section 20.10 to the
                        contrary, upon the occurrence of an event described in
                        Subsection 20.10.1 that substantially prevents, hinders
                        or delays performance of services necessary for the
                        performance of "critical functions" of such party for
                        more than *, such party to whom such affected or delayed
                        performance is due will have the right to immediately
                        terminate this Agreement. For the purposes of this
                        Subsection 20.10.3, "critical functions" means with
                        respect to a party, those business functions that are
                        reasonably and in good faith determined by that party to
                        be essential and critical to its business operations or
                        the business operations of its Members.

        20.11   Interest. Any payment under this Agreement which is not paid
                when due, shall accrue interest at the lower of a monthly rate
                of 1.5% or the highest amount allowed by law.


        20.12   Program Management. Neoforma and Novation shall meet to develop
                a program management plan to manage the delivery of Services
                hereunder. Such plan shall have features similar to those
                illustrated in Exhibit F.


        20.13   Severability. If for any reason a court of competent
                jurisdiction finds any provision or portion of this Agreement to
                be unenforceable, that provision of the Agreement will be
                enforced to the maximum extent permissible so as to effect the
                intent of the parties, and the remainder of this Agreement will
                continue in full force and effect.


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


        20.15   Headings. Section headings are included for only convenient
                reference and do not describe the sections to which they relate.

* Confidential treatment requested.

                                       52


<PAGE>   59
        20.16   Section 365(n) Matters. Neoforma acknowledges that if Neoforma
                as a debtor-in-possession or a trustee in bankruptcy in a case
                under the U.S. Bankruptcy Code rejects this Agreement, the
                Contemplated Agreements, or any agreement supplementary hereto
                or thereto, Novation may elect to retain its rights under this
                Agreement, the Contemplated Agreements, or any agreement
                supplementary hereto or thereto, as and to the extent provided
                in Section 365(n) of the U.S. Bankruptcy Code. Upon the written
                request of Novation to Neoforma or the bankruptcy trustee,
                Neoforma or such bankruptcy trustee, as provided in Section
                365(n) of the U.S. Bankruptcy Code, (i) shall provide to
                Novation the intellectual property for the Services as described
                in this Agreement, including all third-party software and all
                Neoforma-owned software, and (ii) shall not interfere with the
                rights of Novation as provided in this Agreement or any
                agreement supplementary hereto, including the Functionality
                Specifications, the Service Level Specifications, or any escrow
                agreement that may be entered, to obtain such intellectual
                property from the bankruptcy trustee.


                                       53


<PAGE>   60
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

NEOFORMA.COM, INC.                        NOVATION, LLC


By:                                       By:
   -------------------------------           -------------------------------
Name:   Andrew L. Guggenhime              Name:     Mark McKenna
     -----------------------------             -----------------------------
Title:  Chief Financial Officer           Title:    President
      ----------------------------              ----------------------------
Date:   January 25, 2001                  Date:     January 25, 2001
     -----------------------------             -----------------------------

VHA, INC.                                 UNIVERSITY HEALTHSYSTEM CONSORTIUM


By:                                       By:
   -------------------------------           -------------------------------
Name:   Curt Nonomaque                    Name:     Mark Mitchell
     -----------------------------             -----------------------------
Title:  Chief Financial Officer           Title:
      ----------------------------              ----------------------------
Date:   January 25, 2001                  Date:     January 25, 2001
     -----------------------------             -----------------------------

HEALTHCARE PURCHASING
PARTNERS INTERNATIONAL, LLC


By:
   -------------------------------
Name:   Mark McKenna
     -----------------------------
Title:  Chief Executive Officer
      ----------------------------
Date:   January 25, 2001
     -----------------------------

                 [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
                      OUTSOURCING AND OPERATING AGREEMENT]


                                       54


<PAGE>   61
                                                                       EXHIBIT G

                           SUPPLIER TARGET PERCENTAGES


        The * shall be determined by multiplying the * in any * by the
applicable * set forth below:


                    *


* Confidential treatment requested.
                                      G-1


<PAGE>   62
                                                                       EXHIBIT H

                                TARGET FEE LEVELS


<TABLE>
<S>                                                   <C>           <C>
                 *

</TABLE>

* Confidential treatment requested.
                                      H-1


<PAGE>   63
                                                                       EXHIBIT I

                                    EXAMPLES

Example 1

*

Example 2

*

* Confidential treatment requested.
                                       J-1


<PAGE>   64
                                                                       EXHIBIT J

                               PRIORITY SUPPLIERS


*




* Confidential treatment requested.

                                      J-1