<PAGE>

                                                                  EXHIBIT 10.4

THE BANK OF CALIFORNIA


                             LINE OF CREDIT NOTE

$3,000,000.00                                 dated effective as of May 7, 1996

Each signer of this Note ("Borrower") promises to pay to the order of THE BANK 
OF CALIFORNIA, N.A. ("Bank") at its office at 770 L. Street, Suite 1400, 
Sacramento, CA 95814 or at such other place as Bank may designate in writing, 
in lawful money of the United States of America, the principal sum of 
THREE MILLION AND NO/100 DOLLARS ($3,000,000.00), or so much thereof as may be 
advanced and outstanding, with interest on each advance under this Note from 
the date it is disbursed until maturity, whether scheduled or accelerated, at 
a fluctuating rate per annum at all times equal to the rate Bank announces to 
be in effect from time to time as its prime rate (the "Prime Rate") plus 
 .50%. The Prime Rate is a rate set by Bank based upon various factors 
including general economic and market conditions, and is used as a reference 
point for pricing certain loans. Bank may price its loans at, above, or below 
the Prime Rate.

During the term of this Note, Borrower may borrow, repay and reborrow as 
Borrower may elect, in minimum amounts of ONE HUNDRED THOUSAND AND NO/100 
DOLLARS ($100,000.00) and subject to all limitations, terms and conditions 
contained herein and in any other agreements or documents executed in 
connection with this Note; provided, however, that the outstanding principal 
balance of this Note shall at no time exceed the maximum principal amount 
stated above.

Interest shall be payable on the 1st day of each consecutive month beginning 
the first such date after the first advance under this Note, and continuing 
through May 1, 1997, on which date all accrued interest and principal 
remaining unpaid shall be due and payable in full. Principal, interest, and 
all other sums owed Bank under any Loan Document (as defined below) shall be 
evidenced by entries in records maintained by Bank for such purpose. Each 
payment on and any other credits with respect to principal, interest and all 
other sums outstanding under any Loan Document shall be evidenced by entries 
in such records. Bank's records shall be conclusive evidence thereof.

Notwithstanding the rights given to Borrower pursuant to California Civil 
Code sections 1479 and 2822 or equivalent provisions in the laws of the state 
specified in the governing law clause of this document (and any amendments or 
successors thereto), to designate how payments will be applied, Borrower 
hereby waives such rights and Bank shall have the right in its sole 
discretion to determine the order and method of the application of payments 
to this and/or any other credit facilities that may be provided by Bank to 
Borrower and to revise such application prospectively or retroactively at its 
discretion.

Borrower hereby expressly authorizes Bank to debit Borrower's account no. 
018-086032 for the amount of each payment of principal and interest and all 
other sums owed Bank under any Loan Document. Borrower shall have sufficient 
collected balances in said account in order that each such payment shall be 
available when due.

Borrower has paid or shall pay to Bank no later than June 1, 1996, a 
non-refundable fee of $5,000.00 for this line of credit.

Each advance shall be made by a deposit to one of Borrower's accounts no. 
018-086032 at Bank's Sacramento Office, unless Borrower shall otherwise 
direct Bank in writing.

Advances may be requested in writing, by telephone, telex or otherwise on 
behalf of Borrower. Borrower recognizes and agrees that Bank cannot 
effectively determine whether a specific request purportedly made by or on 
behalf of Borrower is actually authorized or authentic. As it is in 
Borrower's best interest that Bank advance funds in response to these forms 
of request, Borrower assumes all risks regarding the validity, authenticity 
and due authorization of any request purporting to be made by or on behalf of 
Borrower. Borrower promises to repay any sums, with interest, that are 
advanced by Bank pursuant to any request which Bank in good faith believes to 
be authorized, or when the proceeds of any advance are deposited to the 
account of Borrower with Bank, regardless of whether any individual or 
entity, including without limitation Bank where the context so permits and in 
Bank's sole discretion ("Person"), other than Borrower may have authority to 
draw against such account.

The obligation of Bank to make any advance to Borrower, the proceeds of which 
are, at Borrower's request, to be wire-transferred to Borrower or any other 
Person, shall be subject to all applicable laws and regulations, and the 
policy of the Board of Governors of the Federal Reserve System on Reduction 
of Payments System Risk in effect from time to time ("Applicable Law and 
Policy"). Borrower acknowledges that, as a result of Applicable Law and 
Policy, the transmission of the proceeds of any advance which Borrower has 
requested to be wire-transferred may be significantly delayed.

Any unpaid payments of principal or interest on this Note shall bear interest 
from their respective maturities, whether scheduled or accelerated, at a 
fluctuating rate per annum at all times equal to the Prime Rate plus 5%, 
until paid in full, whether before or after judgment.

                                                                        Page 1
<PAGE>

Interest and fees shall be calculated for actual days elapsed on the basis of 
a 360-day year, which results in higher interest payments than if a 365-day 
year were used. Each change in the rate of interest shall become effective on 
the date each Prime Rate change is announced within the Bank. In no event 
shall Borrower be obligated to pay interest at a rate in excess of the 
highest rate permitted by applicable law from time to time in effect.

The occurrence of any of the following shall (1) terminate any obligation of 
Bank to make or continue the line of credit evidenced by this Note, and 
shall, at Bank's option, (2) make all sums of interest, principal and any 
other amounts owing under any Loan Documents immediately due and payable 
without notice of default, presentment or demand for payment, protest or 
notice of nonpayment or dishonor or any other notices or demands; and (3) 
give Bank the right to exercise any other right or remedy provided by 
contract or applicable law:

     (a)  Borrower shall fail to make any payment of principal or interest 
     when due under this Note or to pay any fees or other charges when due, 
     or Borrower or any other Person shall fail to provide Bank with, or to 
     perform any obligation under this Note or any contract, instrument, 
     addenda or document executed in connection with this Note, including 
     without limitation any rate option agreement, guaranty, pledge 
     agreement, security agreement or deed of trust (including this Note, 
     each a "Loan Document").

     (b)  Any representation or warranty made, or financial statement, 
     certificate or other document provided, by Borrower or any guarantor 
     ("Guarantor") of the obligations evidenced by this Note ("Obligations") 
     shall prove to have been false or misleading.

     (c)  Borrower or any Guarantor shall fail to pay its debts generally as 
     they become due or shall file any petition or action for relief under 
     any bankruptcy, insolvency, reorganization, moratorium, creditor 
     composition law, or any other law for the relief of or relating to 
     debtors; an involuntary petition shall be filed under any bankruptcy law 
     against Borrower or any Guarantor, or a custodian, receiver, trustee, 
     assignee for the benefit of creditors, or other similar official, shall 
     be appointed to take possession, custody or control of the properties of 
     Borrower or any Guarantor; or the death, incapacity, dissolution or 
     termination of the business of Borrower or any Guarantor.

     (d)  Borrower or any Guarantor shall fail to perform under any other 
     agreement involving the borrowing of money, the purchase of property, 
     the advance of credit or any other monetary liability of any kind to any 
     Person; or any guaranty of the Obligations shall be revoked or 
     terminated.

     (e)  Any governmental or regulatory authority shall take any action, any 
     defined benefit pension plan maintained by Borrower or any Guarantor 
     shall have any unfunded liabilities, or any other event shall occur, any 
     of which, in the judgment of Bank, might have a material adverse effect 
     on the financial condition or business of Borrower or any Guarantor.

     (f)  Any sale, transfer or other disposition of all or a substantial or 
     material part of the assets of Borrower or any Guarantor, including 
     without limitation to any trust or similar entity, shall occur.

     (g)  Any Person shall fail to perform its obligations under the terms of 
     any promissory note, contract or other obligation that is held by Bank 
     as collateral for the Obligations; or Bank shall not have a perfected 
     security interest in, or shall deem itself insecure with respect to the 
     value of, any collateral being held for the Obligations.

     (h)  Any judgment(s) shall be entered against Borrower or any Guarantor, 
     or any involuntary lien(s) of any kind or character shall attach to any 
     assets or property of Borrower or any Guarantor, any of which, in the 
     judgment of Bank, might have a material adverse effect on the financial 
     condition or business of Borrower or any Guarantor.

     (i)  Without Bank's prior written consent: if Borrower is a corporation, 
     Borrower's shareholders or record as of the date of this Note shall 
     cease to own a majority of the voting interest in Borrower; or any 
     change shall occur in the executive management or managing partner(s) of 
     Borrower; or any change shall occur in the corporate or legal structure 
     of Borrower.

     (j)  Borrower shall fail to perform any of its duties or obligations 
     under any Loan Document not specifically referenced hereinabove.

No failure or delay on the part of Bank in exercising any power, right or 
privilege under any Loan Document shall operate as a waiver thereof, and no 
single or partial exercise of any such power, right or privilege shall 
preclude any further exercise thereof or the exercise of any other power, 
right or privilege.

Bank has the right at its sole option to continue to accept interest and/or 
principal payments due under the Loan Documents after default, and such 
acceptance shall not constitute a waiver of said default or an extension of 
the maturity date unless Bank agrees otherwise in writing.

DISPUTE RESOLUTION.

     (a)  MANDATORY MEDIATION/ARBITRATION.  Any controversy or claim between 
     or among the parties, their agents, employees and affiliates, including 
     but not limited to those arising out of or relating to this Note or any 
     related agreements or instruments ("Subject Documents"), including 
     without limitation any claim based on or arising from an alleged tort, 
     shall, at the option of any party, and at that party's expense, be

                                                                        Page 2
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     submitted to mediation, using either the American Arbitration 
     Association ("AAA") or Judicial Arbitration and Mediation Services, Inc. 
     ("JAMS"). If mediation is not used, or if it is used and it fails to 
     resolve the dispute within 30 days from the date AAA or JAMS is engaged, 
     then the dispute shall be determined by arbitration in accordance with 
     the rules of either JAMS or AAA (at the option of the party initiating 
     the arbitration) and Title 9 of the U. S. Code, notwithstanding any 
     other choice of law provision in the Subject Documents. All statutes of 
     limitations or any waivers contained herein which would otherwise be 
     applicable shall apply to any arbitration proceeding under this 
     subparagraph (a). The parties agree that related arbitration proceedings 
     may be consolidated. The arbitrator shall prepare written reasons for 
     the award. Judgment upon the award rendered may be entered in any court 
     having jurisdiction. This subparagraph (a) shall apply only if, at the 
     time of the proposed submission to AAA or JAMS, none of the obligations 
     to Bank described in or covered by any of the Subject Documents are 
     secured by real property collateral or, if so secured, all parties 
     consent to such submission.

     (b)  JURY WAIVER/JUDICIAL REFERENCE.  If the controversy or claim is not 
     submitted to arbitration as provided and limited in subparagraph (a), 
     but becomes the subject of a judicial action, each party hereby waives 
     its respective right to trial by jury of the controversy or claim. In 
     addition, any party may elect to have all decisions of fact and law 
     determined by a referee appointed by the court in accordance with 
     applicable state reference procedures. The party requesting the 
     reference procedure shall ask AAA or JAMS to provide a panel of retired 
     judges and the court shall select the referee from the designated panel. 
     The referee shall prepare written findings of fact and conclusions of 
     law. Judgment upon the award rendered shall be entered in the court in 
     which such proceeding was commenced.

     (c)  PROVISIONAL REMEDIES, SELF HELP, AND FORECLOSURE.  No provision of, 
     or the exercise of any rights under, subparagraph (a) shall limit the 
     right of any party to exercise self help remedies such as setoff, to 
     foreclose against any real or personal property collateral, or to obtain 
     provisional or ancillary remedies such as injunctive relief or the 
     appointment of a receiver from a court having jurisdiction before, 
     during or after the pendency of any mediation or arbitration. At Bank's 
     option, foreclosure under a deed of trust or mortgage may be 
     accomplished either by exercise of power of sale under the deed of trust 
     or mortgage, or by judicial foreclosure. The institution and maintenance 
     of an action for judicial relief or pursuit of provisional or ancillary 
     remedies or exercise of self help remedies shall not constitute a waiver 
     of the right of any party, including the plaintiff, to submit the 
     controversy or claim to mediation or arbitration.

To the extent any provision of the dispute resolution clause is different 
than the terms of this Note, the terms of this dispute resolution clause 
shall prevail.

Bank reserves the right to sell, assign, transfer, negotiate or grant 
participations in all or any part of, or any interest in, Bank's rights and 
obligations under the Loan Documents. In that connection, Bank may disclose 
all documents and information which Bank now or hereafter may have relating 
to this credit facility, Borrower, or any Guarantor or their business.

Borrower shall pay and protect, defend and indemnify Bank and Bank's 
employees, officers, directors, shareholders, affiliates, correspondents, 
agents and representatives (other than Bank, collectively "Agents") against, 
and hold Bank and each such Agent harmless from, all claims, actions, 
proceedings, liabilities, damages, losses, expenses (including, without 
limitation, attorneys' fees and costs) and other amounts incurred by Bank and 
each such Agent, arising from (i) the matters contemplated by this Note or 
any Loan Document or (ii) any contention that Borrower has failed to comply 
with any law, rule, regulation, order or directive applicable to Borrower's 
sales, leases or performance of services to Borrower's customers, including 
without limitation those sales, leases and services requiring consumer or 
other disclosures; PROVIDED, HOWEVER, that this indemnification shall not 
apply to any of the foregoing incurred solely as the result of Bank's or any 
Agent's gross negligence or willful misconduct. This indemnification shall 
survive the payment and satisfaction of all of Borrower's obligations and 
liabilities to Bank.

Borrower shall reimburse Bank for all costs and expenses, including without 
limitation reasonable attorneys' fees and disbursements (and fees and 
disbursements of Bank's in-house counsel) expended or incurred by Bank in any 
arbitration, mediation, judicial reference, legal action or otherwise in 
connection with (a) the negotiation, preparation, amendment, interpretation 
and enforcement of the Loan Documents, including without limitation during 
any workout, attempted workout, and/or in connection with the rendering of 
legal advice as to Bank's rights, remedies and obligations under the Loan 
Documents, (b) collecting any sum which becomes due Bank under any Loan 
Document, (c) any proceeding for declaratory relief, any counterclaim to any 
proceeding, or any appeal, or (d) the protection, preservation or enforcement 
of any rights of Bank. For the purposes of this section, attorneys' fees 
shall include, without limitation, fees incurred in connection with the 
following: (1) contempt proceedings; (2) discovery; (3) any motion, 
proceeding or other activity of any kind in connection with a bankruptcy 
proceeding or case arising out of or relating to any petition under Title 11 
of the United States Code, as the same shall be in effect from time to time, 
or any similar law; (4) garnishment, levy, and debtor and third party 
examinations; and (5) postjudgment motions and proceedings of any kind, 
including without limitation any activity taken to collect or enforce any 
judgment.

Each Borrower is jointly and severally liable for the obligations evidenced 
by this Note, and all references to "Borrower" shall be to "each" or "any" 
Borrower as the context requires.

                                                                        Page 3
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This Note shall be governed by, and construed in accordance with, the laws of 
the State of California.

All terms and conditions set forth in the Financial Covenants/Financial 
Information Addendum(s) attached to this Note are incorporated by this 
reference.


ACCESS HEALTH, INC., A DELAWARE CORPORATION


By: /s/ J.V. Crisan
    ---------------------------

Title: SVP/CFO
       ------------------------


                                                                        Page 4
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THE BANK OF CALIFORNIA

                          ADDENDUM TO PROMISSORY NOTE
                  -FINANCIAL COVENANTS/FINANCIAL INFORMATION-

THIS ADDENDUM is attached to and made a part of that certain promissory note 
executed by ACCESS HEALTH, INC., A DELAWARE CORPORATION ("Borrower"), payable 
to the order of THE BANK OF CALIFORNIA, N.A. ("Bank"), in the principal 
amount of $3,000,000.00 and dated effective as of May 7, 1996 (the "Note").

The following provisions are hereby incorporated into the Note:

     1.  FINANCIAL COVENANTS.  So long as Borrower is indebted to Bank 
under this Note and until its performance of all obligations to Bank, 
Borrower will, unless Bank otherwise consents in writing:

         1.1  TANGIBLE NET WORTH/DEBT TO WORTH.  Maintain a Tangible Net 
         Worth of not less than $35,000,000.00; and not permit Borrower's 
         total indebtedness to exceed .50 times the Borrower's Tangible Net 
         Worth.

         1.2  EBITDA RATIO.  Maintain a ratio of earnings before interest 
         expense, charges against income for foreign, federal, state and 
         local taxes, depreciation and amortization for the previous financial 
         reporting period, to Borrower's interest expense plus principal debt 
         service and dividends, at the time of determination, of at least 6.0 
         to 1.0.

     2.  FINANCIAL STATEMENTS.  So long as Borrower is indebted to Bank under 
this Note, Borrower shall provide to Bank the following financial 
information, which Borrower warrants shall be accurate and complete in all 
material respects and prepared in accordance with generally accepted 
accounting principles and practices, consistently applied:

         INTERIM FINANCIAL STATEMENTS

         As soon as available, but no later than 90 days after the end of 
         each quarter, Borrower's balance sheet as of the end of such period, 
         and Borrower's income statement for such period and for that portion 
         of Borrower's financial reporting year ending with such period, 
         prepared and attested by a responsible financial officer of Borrower 
         as being complete and correct and fairly presenting Borrower's 
         financial condition and the results of Borrower's operations.

         YEAR-END FINANCIAL STATEMENTS

         As soon as available, but no later than 90 days after the end of 
         each financial reporting year, a complete copy of Borrower's audit 
         report, which shall include balance sheet, income statement, 
         statement of changes in equity and statement of cash flows for such 
         year, prepared and certified by an independent certified public 
         accountant selected by Borrower and satisfactory to Bank (the 
         "Accountant"). The Accountant's certification shall not be qualified 
         or limited due to a restricted or limited examination by the 
         Accountant of any material portion of Borrower's records or 
         otherwise. The certification shall include, or be accompanied by, a 
         statement from the Accountant that during the examination there was 
         observed no Event of Default, or a statement of the Event of Default 
         if any is found. Borrower shall not change its financial reporting 
         year end from the current September 30th without Bank's prior 
         written consent.

         Except as otherwise provided in this Note, accounting terms, and 
         financial covenants and information, shall be determined and 
         prepared in accordance with GAAP as in effect on the date of this 
         Note.

         GOVERNMENT REQUIRED REPORTS.

         Promptly after sending, making available, or filing, copies of all 
         reports, proxy statements and financial statements that Borrower 
         sends or makes available to its stockholders and all registration 
         statements and reports that Borrower files with the Securities and 
         Exchange Commission or any other governmental or regulatory 
         authority.

         OTHER FINANCIAL INFORMATION

         Such other statements, lists of property and accounts, budgets, 
         forecasts, reports or other financial information as Bank may from 
         time to time request.

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     3.  DEFINITIONS

     The following definitions shall be applicable to both the singular and 
     plural forms of the defined terms.

         "ACCOUNTS" means all rights to the payment of money now owned or 
         hereafter acquired by Borrower, whether due or to become due and 
         whether or not earned by performance, including but not limited to, 
         accounts, chattel paper, instruments, and general intangibles.

         "AFFILIATE" means any Person which directly or indirectly controls, 
         is controlled by, or is under common control with, Borrower. 
         "Control", "controlled by" and "under common control with" means 
         direct or indirect possession of the power to direct or cause the 
         direction of management or policies (whether through ownership of 
         voting securities, by contract or otherwise); provided that control 
         shall be conclusively presumed when any Person or affiliated group 
         directly or indirectly owns five percent or more of the securities 
         having ordinary voting power for the election of directors of a 
         corporation.

         "GAAP" means generally accepted accounting principles and practices 
         consistent with those principles and practices promulgated or 
         adopted by the Financial Accounting Standards Board and the Board of 
         the American Institute of Certified Public Accountants, their 
         respective predecessors and successors. Each accounting term used 
         but not otherwise expressly defined herein shall have the meaning 
         given it by GAAP.

         "RELATED PERSON" means an Affiliate of Borrower, or any officer, 
         employee, director or shareholder of Borrower or any Affiliate, or a 
         relative of any of them.

         "TANGIBLE NET WORTH", means the net book value of (a) all Borrower's 
         assets, exclusive of intangibles, and loans to and notes and 
         receivables from Related Persons, minus (b) all Borrower's 
         liabilities determined in accordance with GAAP.

IN WITNESS WHEREOF, the undersigned has executed this Addendum the first date 
set forth above.


ACCESS HEALTH, INC., A DELAWARE CORPORATION


By: /s/ J.V. Crisan
    ---------------------------

Title: SVP/CFO
       ------------------------


                                                                        Page 2
<PAGE>

[LETTERHEAD]


May 7, 1996


ACCESS HEALTH, INC.
11020 White Rock Rd.
Rancho Cordova, CA 95670


RE:  EURODOLLAR RATE OPTION AGREEMENT
     --------------------------------

Dear Sirs:

As of this date, you, ACCESS HEALTH, INC., A DELAWARE CORPORATION, have with 
The Bank of California, N.A. ("Bank") a credit facility in the maximum 
principal amount of $3,000,000.00, as such amount may change in accordance 
with its terms ("Credit Facility"), the terms and conditions of which are 
governed by a promissory note and/or loan agreement and various other 
documents ("Loan Documents"). In conjunction with your current Credit 
Facility, Bank is pleased to offer you a chance to participate in a special 
commercial pricing program.

1.  AVAILABILITY AND MATURITY

Bank usually extends financing based on a fluctuating rate that changes with 
the rate Bank announces to be in effect from time to time as its prime rate 
("Prime Rate"). The Prime Rate is a rate set by Bank based on various 
factors, including general economic and market conditions, and is used as a 
reference point in pricing certain loans. Bank may price its loans at, above 
or below the Prime Rate.

In contrast, Bank's "Eurodollar Rate" is a fixed rate (more fully defined 
below) Bank offers from time to time which, if you accept this proposal, will 
apply to all or such portion of the principal amount outstanding under the 
Credit Facility ("Covered Amount") and for such time periods as you and Bank 
shall mutually agree. Pricing tied to the Eurodollar Rate is available for 
periods of 1, 2, 3, 6, 9 or 12 months (each a "Period"), provided, however, 
that no Period shall have a maturity date subsequent to the scheduled 
maturity date for the Credit Facility. This pricing may be applied to 
increments of $100,000 or more outstanding under the Credit Facility.

Bank's "Eurodollar Rate" is, for each Period, a rate comprised of (a) the 
rate of interest at which Dollar deposits for such period and in such amount 
would be offered to Bank in the Eurodollar Market at a time selected by Bank 
prior to the commencement of the relevant Period, adjusted for the then 
maximum reserve, capital adequacy, deposit insurance, and similar 
requirements that under any circumstance could be applicable to Bank pursuant 
to applicable law or regulation, and other amounts associated with Bank's 
costs and desired return; plus (b) a margin equal to 2.75%. The Eurodollar 
Market is the market in which the buying and selling of United States Dollar 
deposits booked outside the United States of America occurs among the 
international banking community.

Bank's Eurodollar Rate is available and may be accepted only at the time 
quoted by Bank for the applicable Period beginning two (2) Banking Days 
hence. Due to changes in legal, regulatory, economic or market conditions, 
Bank may at any time determine that pricing based on the Eurodollar Rate is 
not available, and thus, may be unable to offer such a rate.

2.  QUOTE, EURODOLLAR RATE, AND PAYMENTS

For a quote of Bank's Eurodollar Rate which would apply to the specified 
Covered Amount and Period, you may call Bank's Sacramento Regional Office 
office between 8:00 a.m. and 11:00 a.m. Pacific time on any day on which such 
office and Bank's San Francisco main office are open for business to the 
public (each a "Banking Day"). As the Eurodollar Rate is established two (2) 
Banking Days prior to the first day of the requested Period, you must call at 
least two (2) Banking Days prior to such date. If you accept the Eurodollar 
Rate when offered, that rate

                                                                        Page 1
<PAGE>

will apply to such Covered Amount for the applicable Period. Interest shall 
be calculated for actual days elapsed on the basis of a three hundred and 
sixty (360) day year.

During any Period, you agree to pay interest on the Covered Amount at the 
Eurodollar Rate on the 1st day of each consecutive month beginning the first 
such date after the commencement of the Period, until the last day of the 
Period whether scheduled or accelerated ("Maturity Date"). During each 
Period, you must maintain under your Credit Facility a principal balance 
which is not a Covered Amount under any of your rate option agreements with 
Bank sufficient to cover each scheduled instalment of principal coming due 
during such Period under the Credit Facility. Should you have any obligation 
under any other Loan Document to repay any portion of the Credit Facility 
("Obligation") that would conflict with your obligation under the preceding 
sentence ("Maintenance Obligation"), you shall nevertheless comply with the 
Obligation and not with the Maintenance Obligation, and you shall not be 
deemed in default hereunder. Nonetheless, payment of the Obligation shall be 
deemed to be a "Prepayment", as defined below, to the extent it repays a 
portion of a Covered Amount under this or any of your other rate option 
agreements you may have with Bank.

If, prior to a Maturity Date and while the Credit Facility is still 
available, you and Bank have not agreed that a new rate tied to the 
Eurodollar Rate shall apply to a Covered Amount, then, if the term of your 
Credit Facility extends beyond such Maturity Date, Bank's Prime Rate plus the 
applicable margin under the terms of your Credit Facility shall be 
automatically applicable to such Covered Amount.

Bank's records of the date, Covered Amount, Period, Eurodollar Rate, Maturity 
Date, and all payments of principal and interest and all other payments and 
amounts due under this letter agreement shall be conclusive and binding on 
you, absent obvious error.

3.  PREPAYMENT LIMITATION

    Do not sign this letter agreement before you read it. This letter 
    agreement provides for payment of liquidated damages if you wish to 
    repay the loan (Covered Amount) prior to the date provided for repayment 
    under the Credit Facility.

Bank establishes the Eurodollar Rate with the understanding it will apply to 
the Covered Amount for the entire scheduled Period. If for any reason, 
including, without limitation, acceleration, foreclosure or prepayment, Bank 
receives all or any portion of a Covered Amount (each a "Prepayment") prior 
to the scheduled Maturity Date, then in consideration thereof you shall pay 
to Bank on demand:

    a.  The amount, if any, by which the additional interest which would have 
    been payable on the Prepayment exceeds the interest which Bank would 
    receive had it placed an amount equal to the Prepayment, in United States 
    Dollars, on deposit in the Eurodollar Market (or, at Bank's sole discretion,
    invested such amount in a domestic certificate of deposit issued by an 

    institution rated at least "investment grade" or "A" by Moody's or any 
    successor rating agency) for a period equal to the period of time 
    remaining until the maturity of the applicable Period. Should the 
    scheduled maturity fall between two periods for which rates are quoted or 
    available to Bank, then Bank, in its sole discretion, shall interpolate 
    this rate; and

    b.  Any other out of pocket costs to Bank associated with funding or 
    maintaining the Covered Amount.

Bank shall provide you a statement of the amount payable on account of each 
Prepayment, which statement shall be a conclusive and binding determination 
of the amount owed by you for such Prepayment, absent obvious error. All 
Prepayments, subject to this Section 3, shall be applied on the most remote 
instalment or instalments of principal then unpaid on the Credit Facility 
being prepaid.

You acknowledge that any Prepayment may result in Bank incurring additional 
costs, expenses or liabilities. Therefore, you agree to pay the 
above-described liquidated damages and agree that said amount is a reasonable 
estimate of the costs, expenses and liabilities of Bank associated with each 
Prepayment.

                                                                        Page 2
<PAGE>

4.  SPECIAL FUNDING PROVISIONS

If at any time Bank determines that:

    a.  United States Dollar deposits in principal amounts similar to the 
    Covered Amount bearing interest at the Eurodollar Rate and for periods 
    equal to the relevant Period are not available in the Eurodollar Market;

    b.  The Eurodollar Rate does not cover the cost to Bank of making, 
    funding or maintaining the Covered Amount at the Eurodollar Rate during 
    any Period;

    c.  Any change in financial, political or economic conditions or currency 
    exchange rates makes it impractical for Bank to make, fund or maintain 
    the Covered Amount at the Eurodollar Rate during any Period; or

    d.  Any change in applicable law or regulation or in the interpretation 
    thereof (whether or not having the force of law) makes it unlawful or 
    impractical for Bank to make, fund or maintain the Covered Amount at the 
    Eurodollar Rate, then Bank shall promptly give notice thereof to you and 
    as of the date stated in such notice, the Eurodollar Rate option shall 
    terminate, and Bank's Prime Rate plus the applicable margin under the 
    terms of your Credit Facility shall be automatically applicable to the 
    relevant Covered Amount through the end of the relevant Period.

5.  RESERVES, DEPOSIT INSURANCE, CAPITAL ADEQUACY

You shall additionally compensate Bank upon demand for all costs incurred, or 
losses suffered, including without limitation lost profits, by reason of:

    a.  any and all increases in reserve, deposit insurance, capital adequacy 
    or similar requirements against (or against any class of or change in or 
    in the amount of) the assets or liabilities of Bank, deposits with or for 
    the account of Bank, or loans by Bank, imposed by any governmental or 
    regulatory authority (whether or not having the force of law) in 
    connection with a Covered Amount bearing interest at the Eurodollar Rate; 
    or

    b.  compliance by Bank with any direction, requirement or request from 
    any governmental or regulatory authority (whether or not having the force 
    of law) in connection with a Covered Amount bearing interest at the 
    Eurodollar Rate to the extent any such costs have not been previously 
    blended or adjusted into the Eurodollar Rate.

Bank shall provide you with a written statement of the amount and basis of 
its request for compensation under this Section, which statement shall be a 
conclusive and binding determination of the amount owed by you, absent 
obvious error.

6.  TAXES

    a.  If at any time any taxes, fees or other charges of any nature are 
    imposed by any governmental or regulatory authority on any aspect of the 
    transactions referred to in this letter agreement including without 
    limitation all stamp or documentation duties (collectively, "Taxes"), you 
    shall pay such Taxes directly, or compensate Bank for such payment, as 
    set forth below, except for such Taxes as are imposed on Bank's net 
    income.

    b.  In the event you are prohibited by operation of law from making 
    payments or reimbursements to Bank without making such deductions or 
    paying, or causing to be paid, any and all Taxes, you shall pay to Bank 
    upon demand such additional amounts as may be necessary in order to 
    reimburse Bank for Taxes paid by Bank on your behalf such that the 
    aggregate net amounts received by Bank shall equal the amounts which 
    would have been received if such deduction or withholding had not been 
    required.

    c.  You shall confirm that all applicable Taxes shall have been paid to 
    appropriate taxing authorities or agencies by sending official tax 
    receipts or notarized copies of such receipts to Bank within thirty (30) 
    days after payment of any Taxes. Should Bank receive notice of any such 
    liability for Taxes, Bank will promptly so inform you.

                                                                        Page 3
<PAGE>

7.  GENERAL PROVISIONS

    a.  To the extent interest rates, prepayment provisions and times for 
    payment of interest established under this letter agreement are different 
    than the terms of the note evidencing the Credit Facility, the terms of 
    this letter agreement shall prevail. All other provisions of the Loan 
    Documents remain in full force and effect.

    b.  This letter agreement shall be governed by the laws of the State of 
    California.

    c.  This letter agreement, and all confirmations provided hereunder, 
    evidence the entire agreement of the parties on the matters covered 
    herein, and supersede all prior understandings and agreements.

If you would like to participate in Bank's Eurodollar Rate Option program, 
please execute the enclosed duplicate original of this letter and return it 
to Bank, on or before May 17, 1996, at which time the option granted in this 
letter will otherwise expire.

The Bank is pleased to serve you.

Very truly yours,

THE BANK OF CALIFORNIA, N.A.


By: 
    ---------------------------
           Kingman Tsang

Title: Vice President



ACCEPTED AND AGREED:


ACCESS HEALTH, INC., A DELAWARE CORPORATION


By: /s/ J.V. Crisan
    ---------------------------

Title: SVP/CFO
       ------------------------

Dated: May 23, 1996
       ------------------------

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