<PAGE>
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

                                                                   EXHIBIT 10.10

                                                                           Final

               AMENDED AND RESTATED MARKETING AND SALES AGREEMENT

     This Amended and Restated Marketing and Sales Agreement ("Agreement")
between WORLDMED SHARED SERVICES, INC. d/b/a PSS WORLD MEDICAL SHARED SERVICES,
INC. ("PSS"), with its offices at 4345 Southpoint Boulevard, Jacksonville,
Florida, 32216, and athenahealth, Inc., a Massachusetts corporation ("Athena"),
with offices at 311 Arsenal Street, Watertown, MA 02472, (the "Parties") is
effective this 24th day of May, 2007 ("Effective Date").

     WHEREAS Athena, a developer of innovative web-based solutions for practice
automation, billing and collections needs, and PSS, an independent marketing and
sales organization, entered into a Marketing and Sales Agreement, effective
December 12, 2006 (the "Initial Agreement"), pursuant to which Athena and PSS
established a relationship whereby PSS promotes and arranges for initial orders
for Athena's services to existing and prospective customers.

     WHEREAS Athena and PSS desire to amend and restate the Initial Agreement
and accept the rights, obligations and covenants set forth in this Agreement in
lieu of their respective rights, obligations and covenants under the Initial
Agreement.

     THEREFORE PSS and Athena agree to the following terms and conditions:

1    DEFINITIONS

     The following terms have the meaning indicated here when used in this
     Agreement:

          1.1  "Affiliate": means, with respect to either Party, any person,
               firm, corporation or other legal entity which controls or is
               controlled by or under common control with such Party.

          1.2  "Bolt-On" means a software module that is an enhancement to an
               existing practice management information system (PMIS) or billing
               system or service, and that does not, alone or in conjunction
               with other Bolt-On modules, perform substantially all of the
               functions of such a system or service or otherwise constitute a
               replacement for such system or service.

          1.3  "Generally Available" refers to a Clinical Cycle Service
               developed by Athena that (i) has been CCHIT certified; (ii) is a
               stand-alone service offered without the requirement that the
               customer purchase any Revenue Cycle Service and (iii) has been
               released to the Athena sales force for general sale to
               prospective customers for implementation within six months of the
               sale.

          1.4  "Change of Control" means, with respect to either Party the
               consummation of (1) the dissolution or liquidation of such Party,
               (2) the sale of all or substantially all of the assets of such
               Party on a consolidated basis to an unrelated person or entity,
               (3) a merger, reorganization or consolidation in

<PAGE>

               which the outstanding shares of stock are converted into or
               exchanged for securities of the successor entity and the holders
               of such Party's outstanding voting power immediately prior to
               such transaction do not own at least a majority of the
               outstanding voting power of the successor entity immediately upon
               completion of such transaction, (4) the sale of all or a majority
               of the stock of the Party to an unrelated person or entity in a
               single transaction or series of related transactions, or (5) any
               other transaction or series of related transactions in which the
               holders of the Party's outstanding voting power immediately prior
               to such transaction do not own at least a majority of the
               outstanding voting power of the Party or a successor entity
               immediately upon completion of the transaction.

          1.5  "Clinical Cycle Services" means Athena's athenaClinicals service
               as it is defined from time to time by Athena in its standard
               service specifications, or other Athena services relating to the
               management of clinical processes as may be set forth from time to
               time in an addendum to this Agreement.

          1.6  "Contract Year" means each consecutive 12 month period during the
               term of this Agreement, commencing on the first day of the first
               month beginning after the Effective Date.

          1.7  "Distribution Business" means (i) any business or subsidiary
               thereof which has, as its primary source of revenue, revenue from
               the Distribution Market including, without limitation, any of
               McKesson Corporation, Henry Schein, Inc. or Cardinal Health,
               Inc., or any affiliate, successor or assign of any of the
               foregoing which entity has, as its primary source of revenue,
               revenue from the Distribution Market, and (ii) Significant
               Competitors. For purposes of this Section 1.7, the term
               "Significant Competitors shall mean businesses that (a) have a
               significant source or their revenue derived from the Distribution
               Market such that PSS reasonably and in good faith determines them
               to be significant competitors to PSS in the Distribution Market
               (regionally or nationally), and (b) are listed on Exhibit F
               hereto, as amended from time to time. The Parties shall meet
               within 30 days of the date hereof to agree in good faith upon the
               initial list for Exhibit F. At any time during the term of this
               Agreement, PSS may suggest additions to Exhibit F to the extent
               that additional businesses, in PSS's good faith judgment, are
               significant competitors to PSS in the Distribution Market
               regionally or nationally. Athena shall in good faith consider
               such suggestion and, within a reasonable period notify PSS of its
               agreement or disagreement with such suggestion, provided that
               Athena shall not unreasonably withhold its agreement. Athena
               shall use commercially reasonable efforts to terminate any
               existing arrangement with any such business as promptly as
               practicable. Upon such agreement, and upon the termination of any
               such existing arrangement, if applicable, the parties will
               execute an amendment to Exhibit F including the names of the
               suggested additions.


                                        2

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.


          1.8  "Distribution Market" means the business of distributing medical
               and surgical supplies to the physician ambulatory care market in
               the Territory.

          1.9  "Estimated Contract Value" means, with respect to a PSS Order or
               customer contract with a Practice, an amount equal to the
               estimated aggregate of annual recurring revenue to Athena from
               such PSS Order or customer contract, such estimate to be
               calculated by Athena using the same methodology that Athena uses
               to calculate commissions for its internal sales force.

          1.10 "Initial Sale" means a contract by a Practice for purchase of any
               Services that is the first contract of that Practice for any
               services with Athena.

          1.11 "Order" means an Athena-approved contract form fully filled out
               and executed by a PSS Lead for an Initial Sale, accompanied by a
               cash deposit from the Practice in the amount requested by Athena.
               Orders may be accepted by Athena only at its home office and only
               by its President or his or her designee. No Athena sales
               personnel are authorized to accept any Order.

          1.12 "Practice" means an office-based physician practice that: has its
               principle place of business within the Territory, is not on any
               exclusion list of the United States or any state government or
               any government agency, is not a governmental entity and does not
               bill government payors on a cost or other pass-through basis.
               Practices may also be referred to as "End-Users".

          1.13 "Proposal" means a document prepared by Athena and provided to
               PSS proposing contractual terms and conditions to PSS Leads.

          1.14 "PSS/Athena Customers" shall mean PSS Leads who execute an Order
               during the term of this Agreement which Order is accepted and
               executed by Athena.

          1.15 "PSS Leads" means those Practices who are registered by Athena as
               such pursuant to the provisions of Sections 7.2 and 7.3 hereof.

          1.16 "PSS Order" means an Order executed by a PSS Lead.

          1.17 "PSS Bookings" for any period means the aggregate Estimated
               Contract Value of PSS Orders executed by Athena during the
               period.

          1.18 "Revenue Cycle Exclusivity Date" means the earlier of (i) two
               years from the Effective Date or (ii) the date upon which Athena
               has executed an aggregate of at least * contracts to provide
               Services to PSS Leads which were obtained using the Virtual Sales
               Method.

          1.19 "Revenue Cycle Services" means Athena's athenaCollector(SM)
               service as defined from time to time by Athena in its standard
               service specifications, or


                                        3

<PAGE>


Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

               other Athena services relating to physician practice management
               as may be set forth from time to time in an addendum to this
               Agreement.

          1.20 "Services" means Revenue Cycle Services and Clinical Cycle
               Services.

          1.21 "Similar Services" means Similar Revenue Cycle Services and
               Similar Clinical Cycle Services.

          1.22 "Similar Revenue Cycle Services" means a third party's systems,
               software or services that perform or facilitate physician
               practice management, patient registration; patient scheduling;
               bill or accounts receivable generation and tracking; practice
               financial performance reporting; recovery of patient demographic,
               insurance and charge data; charge posting; tracking or follow- up
               on collections; and/or any other activity that is a substitute
               for some or all of the Revenue Cycle Services.

          1.23 "Similar Clinical Cycle Services" means a third party's systems,
               software or services that perform or facilitate the management of
               key clinical processes, including medical record documentation,
               order management, results processing, fax categorization and
               access to aggregated clinical patient information, and/or any
               other activity that is a substitute for some or all of the
               functionality of the Clinical Cycle Services.

          1.24 "Territory": USA

          1.25 "Virtual Sales Method" means Athena's method of selling its
               Services using the internet and telephone sales, without the
               intervention of a face-to-face sales call by Athena sales
               personnel, provided that presence of Athena personnel for sales
               coaching or training, including but not limited to presence under
               Section 2.1(c) below, will not constitute a face-to-face sales
               call by Athena.

2    IMPLEMENTATION; APPOINTMENT

          2.1  Athena shall, at its cost and expense, make the following
               contributions during the rollout of the sales of Services by PSS:

          (a)  Athena shall allocate $* toward the establishment of an
               incentive plan adopted by PSS for PSS Sales Reps in connection
               with the performance of PSS's sales, marketing and promotion
               obligations under this Agreement, with such incentives and award
               to be distributed by PSS by the end of the first Contract Year.

          (b)  During the first Contract Year, Athena shall co-sponsor 6-8
               training sessions for "expert" PSS Reps, to be conducted at sites
               selected by PSS, Athena will share equally with PSS in the
               payment of pre-approved expenses in connection with such training
               sessions.


                                        4

<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

          (c)  Athena shall provide competent personnel to accompany the top
               performing 50% of PSS Reps (as designated by PSS) for two days of
               sales calls during the first Contract Year.

          (d)  During the first Contract Year, Athena will conduct on-line
               education for the PSS Reps on times and at a frequency that shall
               be mutually determined.

          2.2  On or before May 30, 2007, PSS shall (a) conduct a meeting with
               all of its Sales Reps in connection with the formal introduction
               and implementation of its sales and marketing plan for the
               Services and (b) allocate a mutually agreeable number of Sales
               Reps who focus on healthcare information technology and the
               Services to be trained by Athena staff members in connection with
               the performance of PSS's duties and obligations under this
               Agreement. Additionally, PSS shall, within 30 days after the
               Effective Date, establish a commission structure reasonably
               acceptable to Athena in which any commission rate payable to a
               PSS Sales Rep with respect to a sale of Revenue Cycle Services
               shall be at least *% greater than any commission rate payable
               to such Sales Rep with respect to a sale of Similar Revenue Cycle
               Services. The same commission structure shall apply to the
               Clinical Cycle Services as compared to Similar Clinical Cycle
               Services; provided that once the Clinical Cycle Services become
               Generally Available with respect to a particular medical
               specialty, any commission rate payable to a PSS Sales Rep with
               respect to a sale of Clinical Cycle Services to such medical
               specialty shall be at least *% greater than any commission rate
               payable to such Sales Rep with respect to a sale of Similar
               Clinical Cycle Services.

          2.3  Athena hereby grants PSS (including its Affiliates) the
               non-exclusive right to distribute, sell, market and promote the
               Services only in the Territory, subject to the terms and
               conditions of this Agreement. PSS shall ensure that its sale
               representatives ("PSS Sales Reps") are required to comply with
               the terms and conditions of this Agreement. Except as otherwise
               specifically set forth herein, PSS shall not be precluded from
               marketing or selling Similar Services.

3    RELATIONSHIP; EXCLUSIVITY

          3.1  The relationship of PSS to Athena shall be that of an independent
               contractor engaged in marketing and selling the Services to PSS's
               current and prospective customers.

          3.2  Nothing contained in this Agreement shall be deemed to create a
               partnership or joint venture between the Parties. Neither the
               making nor the performance of this Agreement shall be construed
               in any manner to have established a joint venture or partnership.


                                        5

<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

          3.3  Neither Party shall hold itself out as the agent of the other,
               nor shall they incur any indebtedness or obligations in the name
               of, or which shall be binding on the other, without the prior
               written consent of the other. Each Party assumes full
               responsibility for its own personnel under laws and regulations
               of the governmental authorities of the competent jurisdiction.

          3.4  Both Parties shall comply with all laws, regulations and orders
               relating to its performance under this Agreement, including
               without limitation all anti-fraud and anti-kickback laws,
               regulations and orders. PSS and Athena each agrees, warrants and
               certifies that in performance of this Agreement it will fully
               comply with the provisions of the Social Security Act, Section
               1128B(b) (42 U.S.C. Section 1320a-7b(b)) which prohibit the
               knowing or willful offer, solicitation or receipt of any
               remuneration, including discounts and/or rebates, directly or
               indirectly, in return for purchasing, leasing or ordering, or
               arranging for or recommending the purchase, lease or order, of
               any services or items, including any Services, for which payment
               may be made in whole or in part under a federal health care
               program.

          3.5  Without limiting the generality of 3.4, neither Party shall
               directly or indirectly, pay any compensation, amounts, benefits
               or other consideration to any employee of the other Party, or any
               family member of the other Party's employee, (other than
               customary gifts valued under $100 in the course of one year, and
               business meals in the ordinary course) without the express
               written consent of such Party. The provisions of this Section
               shall survive termination or expiration of this Agreement for any
               reason.

          3.6  Athena agrees not to send any product, or marketing materials or
               other communications (including without limitation, email, voice
               mail, direct mail or fax) to a Group of PSS's employees or agents
               without prior written approval from PSS. For purposes of this
               Section, a "Group" is defined as more than five people receiving
               the same or similar communication. The provisions of this Section
               shall survive termination or expiration of this Agreement for any
               reason.

          3.7  Notwithstanding anything to the contrary in this Agreement,
               during the term of this Agreement, Athena (a) shall not permit
               any of its marketers, resellers or distributors to assign or
               otherwise make available their rights under any of their
               agreements with Athena to a Distribution Business which would
               effectively allow the Distribution Business to market, sell or
               distribute any of the Services; (b) shall not enter into a
               distribution arrangement with any business which has, as its
               primary source of revenue, the manufacture of medical and
               surgical supplies for the physician ambulatory care market in the
               Territory unless such arrangement provides a commission rate
               payable to such manufacturer for the sale of Services which is at
               least *% less than the commission rate payable to PSS
               hereunder; (c) shall not contract for, agree with or accept
               compensation from any Distribution Business for the sale of any
               medical, surgical or pharmaceutical products to its customers,
               (d)

                                        6

<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

               shall not sell, promote, market, contract for, or agree with any
               Distribution Business other than PSS to provide services that are
               substantially similar to the services provided by PSS under this
               Agreement, and (e) shall not contract for, agree with or grant
               any rights to any Distribution Business other than PSS to sell,
               resell, offer for sale or distribute any Services within the
               Territory, and Athena shall ensure that any such arrangements in
               effect prior to the Effective Date shall have expired or shall
               have been terminated as of the Effective Date, such that PSS
               shall be the sole and exclusive Distribution Business with whom
               Athena has a sales and marketing arrangement with respect to the
               Services. For the avoidance of doubt, except as otherwise
               provided in this Section 3.7, Athena reserves the right to sell,
               in the Territory and elsewhere, to Practices and others, all of
               the Services, directly or through any and all resellers,
               distributors, representatives, employees or other agents or
               contractors selected or appointed at any time by Athena.

          3.8  PSS will not be entitled to any commission with respect to any
               sale made or Order obtained by Athena other than with respect to
               a PSS Lead as set forth herein. Notwithstanding the foregoing,
               Athena agrees it shall not directly or indirectly market,
               solicit, offer or sell medical supply products (not including the
               Services or Similar Services) to any third party, without PSS's
               prior written consent.

          3.9  From and after the Revenue Cycle Exclusivity Date, except as set
               forth in this paragraph PSS shall not contract or enter into any
               partnership with any business that is a provider of Similar
               Revenue Cycle Services (a "Revenue Cycle Vendor") other than
               Athena. On or before the Revenue Cycle Exclusivity Date, any and
               all contracts and partnership arrangements between PSS and any
               other Revenue Cycle Vendors in effect as of the Effective Date or
               entered into between the Effective Date and the Revenue Cycle
               Exclusivity Date (other than arrangements in connection with a
               Bolt- On as set forth in Section 3.10 below) shall have expired
               or shall have been terminated, such that Athena shall be the sole
               and exclusive Revenue Cycle Vendor with whom PSS has a sales and
               marketing arrangement. Notwithstanding the foregoing, PSS may
               enter into and continue contracts or partnership arrangements
               with respect to Bolt-On products or services, as long as such
               arrangements provide that the commission rate payable to PSS Reps
               in connection with the sale of such Bolt-On products is at least
               *% less than the commission rate payable in connection with the
               sale of the Services. The foregoing limitation on commission
               rates shall not apply, however, to the existing agreement between
               PSS and ClaimRemedi Inc.

          3.10 From and after the date that Clinical Cycle Services are
               Generally Available with respect to a particular medical
               specialty, PSS agrees that (i) it will not enter into any new
               agreements or arrangements to sell any third party's Similar
               Clinical Cycle Services relating to such medical specialty that
               are based on an application service provider ("ASP") model, and
               will terminate


                                        7

<PAGE>

               any such agreement or arrangement then in effect, and (ii) in the
               event PSS enters into a contract, agreement or arrangement with
               any provider of Similar Clinical Cycle Services relating to such
               medical specialty that are based on an ASP model, PSS shall not
               be entitled to accept any commissions for sales of Similar
               Revenue Cycle Services sold by such provider.

          3.11 After termination or expiration of this Agreement:

          (a)  PSS shall not sell Similar Services to any PSS/Athena Customer;
               if it does so and cannot cure such action (for example, by
               terminating such sale) within 30 days of receipt of notice from
               Athena, the obligations of Athena set forth in paragraph (b) of
               this Section 3.11 shall terminate and be of no further force or
               effect.

          (b)  Athena shall not directly or indirectly (i) sell any medical,
               surgical or pharmaceutical products to any PSS/Athena Customer,
               or (ii) accept compensation for any medical, surgical or
               pharmaceutical products sold to any PSS/Athena Customer.

          (c)  Notwithstanding the foregoing, (i) if this Agreement is
               terminated by PSS in accordance with Sections 5.1, 5.2 or 5.4 of
               this Agreement, then PSS shall be relieved of its obligations set
               forth in paragraph (a) of this Section 3.11 and such obligations
               shall have no force or effect; and (ii) if this Agreement is
               terminated by Athena in accordance with Sections 5.1, 5.2 or 5.4
               of this Agreement, then Athena shall be relieved of its
               obligations set forth in paragraph (b) of this Section 3.11 and
               such obligations shall have no force or effect.

          3.12 Athena and PSS intend to work together toward the development,
               marketing and sale of an inventory management system having the
               characteristics set forth on Exhibit E hereof, which development,
               marketing and sale and other related rights and obligations of
               the Parties shall be as set forth in an amendment to this
               Agreement.

4    TERM OF AGREEMENT

          4.1  The term of this Agreement shall commence on the Effective Date
               and, subject to any earlier termination of this Agreement in
               accordance with its terms, shall continue for a period of three
               (3) years. Subject to any earlier termination of this Agreement
               in accordance with its terms, this Agreement shall automatically
               renew after the initial 3 year term and the term of this
               Agreement shall be extended for successive one year periods
               unless either Party gives notice of termination no later than
               sixty (60) days prior to expiration of the then-current term.


                                        8

<PAGE>

          4.2  In the event of expiration or termination of this Agreement for
               any reason, this Agreement shall continue to apply to all Orders
               previously accepted by Athena.

5    TERMINATION

          5.1  If either Party breaches or fails to perform any of the
               obligations imposed upon it under the terms of this Agreement,
               the other Party may terminate the Agreement in the event the
               breaching Party fails to cure such breach within sixty (60) days
               after receiving written notice of such breach from the non-
               breaching Party.

          5.2  To the extent permitted by law, if either Party becomes
               insolvent, is unable to pay its debts when due, files for
               bankruptcy, is subject of involuntary bankruptcy, has a receiver
               appointed, or has its assets assigned, the other Party may
               terminate this Agreement immediately upon notice to the other
               Party and may cancel any unfulfilled obligations.

          5.3  Either Party may terminate this Agreement without cause by giving
               the other Party at least one hundred twenty (120) days written
               notice thereof.

          5.4  Either Party may terminate this Agreement by written notice to
               the other Party within 30 days after a Change of Control of such
               other Party.

          5.5  In event of a termination of this Agreement, (i) PSS shall
               immediately cease marketing, promoting or initiating sales of the
               Services, (ii) PSS shall cease use of all Athena trademarks,
               service marks and trade names and (iii) each Party shall return
               all Confidential Information and other tangible materials as
               provided herein.

          5.6  In the event of termination or expiration of this Agreement for
               any reason, PSS shall be entitled to continued payment of its
               commission for a tail period of two (2) years following such
               termination or expiration, with respect to customers who had
               purchased Revenue Cycle Services and/or Clinical Cycle Services
               as of the Termination Date, as calculated, payable and set forth
               herein, for as long as the customers use such Services. There
               will be no situation (post-termination or expiration of this
               Agreement) by which Athena may discontinue or interrupt the
               payment of commissions to PSS during the 2 year tail unless and
               only to the extent a customer terminates the Services.

6    ASSIGNMENT

          During the term of this Agreement, the rights of either Party under
this Agreement shall not be assigned nor shall the performance of duties
hereunder be delegated, without the other Party's prior written consent, which
shall not be unreasonably withheld; provided however, either Party may assign
this Agreement (i) to an Affiliate that is an Affiliate as of the date of
execution of this Agreement; (ii) to an Affiliate whose assets consist entirely
of the assets of an


                                        9

<PAGE>

Affiliate or Affiliates that were Affiliates as of the date of execution of this
Agreement; or (iii) in the event of the sale of all or substantially all the
assets of the Party or a controlling interest in the Party. Notwithstanding the
generality of the foregoing, in the event Athena, or a controlling interest
therein, is acquired by a third party, whether through merger, restructuring,
sale of assets, sale of stock or otherwise, Athena agrees to require the
successor third party to assume all obligations under this Agreement. This
Agreement shall be binding on all successors and assigns of Athena.

7    PRICES AND PAYMENTS

          7.1  Athena shall pay PSS a commission for the sale of the Services to
               PSS Leads in accordance with Exhibit A, attached hereto, subject
               to any applicable offsets in accordance with Exhibit A.

          7.2  For purposes of this Agreement, a Practice shall be deemed a
               registered PSS Lead if it has been introduced to Athena through
               any one of the following marketing tactics and is registered in
               accordance with Section 7.3 below:

          (a)  The PSS Sales Rep scheduled a telephone or face-to-face meeting
               with a representative of the Practice and Athena;

          (b)  The PSS Sales Rep is responsible for a representative of the
               Practice attending an Athenahealth sales webinar;

          (c)  The PSS Sales Rep has directed a representative of the Practice
               to attend a local Athenahealth sales seminar; or

          (d)  The PSS Sales Rep called and informed the appropriate Athena
               sales representative of the Practice and documented
               Practice-specific information as reasonably required by Athena.

          7.3  If PSS, through its pursuit of one or more of the tactics set
               forth in Section 7.2 above or otherwise, identifies a Practice
               that it believes in good faith could generate an Order, PSS will
               inform Athena by e-mail or by telephone in accordance with
               Section 7.2 (d) above, identifying the Practice, its size and
               specialty. If Athena has not previously registered the Practice
               in its customer relationship management system as a lead, and
               unless Athena knows that pursuit of the sale is not advisable,
               Athena will promptly (within two business days) notify PSS by
               e-mail that the Practice is qualified and registered as of the
               date of such email, and the Practice will be deemed a "PSS Lead"
               for a period of 18 months from the date of such registration. If
               the Practice is already registered in Athena's customer
               relationship management system as a lead, Athena shall in good
               faith conduct a diligent review to determine the background of
               the lead and to determine if it was properly registered and
               maintained as a lead, and shall, as promptly as is practicable,
               inform PSS in writing of the results of such review and the
               reasons for not registering the potential customer as a PSS Lead.
               Notwithstanding anything to the contrary in this Agreement, if
               Athena


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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

               contracts for the provision of any Services to a PSS Lead during
               the 18 month period after its registration, such contract shall
               be deemed an Initial Sale under a PSS Order for purposes of this
               Agreement.

          7.4  Athena will effectively and promptly follow up on all PSS Leads
               within 10 days of the Practice being deemed a PSS Lead and Athena
               will keep PSS informed of the results. However, if Athena
               reasonably and in good faith believes that pursuit of the sale is
               not advisable, it shall so notify PSS promptly after designation
               of the Practice as a PSS Lead, and in such event Athena shall not
               be obligated to follow up on such PSS Lead. If the PSS Lead is a
               Practice consisting of four or more individuals, Athena's follow
               up activities shall include an in-person meeting between the
               Practice and an Athena field sales rep. If the PSS Lead is a
               Practice consisting of less than four individuals, Athena's
               follow up activities shall include its Virtual Sales Method.

          7.5  Payment from Athena to PSS shall be in U.S. dollars fully payable
               within thirty (30) days following each month end. A commission
               payment report will be submitted to PSS within fifteen (15) days
               following each month end.

          7.6  In competitive situations or as part of a large order, PSS and
               Athena may agree on a special price arrangement. In addition,
               Athena may, in collaboration with PSS, agree to discount standard
               pricing by up to *% (or up to the then current discount
               threshold for Athena's sales representatives) under circumstances
               in which price is mutually determined by Athena and PSS to be an
               obstacle to a sale of Services. For avoidance of doubt, the
               foregoing does not grant any right to PSS to determine Athena
               pricing to Athena customers nor the fact that PSS may get
               commissions under this Agreement be deemed to prevent Athena from
               offering other discounts or credits to customers, from declining
               to contract with prospective customers or from terminating
               customer contracts as it, alone, determines.

          7.7  To the extent Athena is not otherwise prohibited under this
               Agreement from using other independent resellers of the Services,
               Athena (including its Affiliates, successors and assigns) agrees
               that the commission rates and the total commission payout to be
               paid to PSS under this Agreement shall be at least as favorable
               as the commission rates and/or total commission payout to be paid
               by Athena, as applicable, to other independent resellers of
               Athena's Services.

          7.8  Unless the Parties otherwise agree, a sales booking quota shall
               apply to PSS during the fifth Contract Year equal to *% of the
               PSS Bookings achieved during the fourth Contract Year and each
               Contract Year after the fifth Contract Year shall have a sales
               booking quota as may be agreed upon by the Parties, provided that
               if after good faith discussions the Parties fail to agree on a
               quota, then the quota shall be equal to *% of the PSS Bookings
               achieved in the previous Contract Year. Athena shall be obligated
               to pay


                                       11

<PAGE>

               continuing commissions on PSS Orders indefinitely (except in the
               case of termination or expiration of this Agreement as set forth
               in Section 5.6 hereof); provided that if PSS fails to meet it
               sales booking quota in any Contract Year, then Athena's
               obligation to pay continuing commissions on PSS Orders entered
               into prior to the end of such Contract Year shall be limited to
               five years with respect to each PSS Order. For the avoidance of
               doubt, (i) except as otherwise provided in this Section 7.8 and
               Section 5.6, Athena shall be obligated to pay PSS the commissions
               under Exhibit A for as long as the customer uses the applicable
               Services, and (ii) any failure by PSS to meet its sales booking
               quota in any Contract Year shall have no affect on the
               obligations of Athena set forth in Article 3 hereof.

8    OBLIGATIONS OF PSS

          8.1  PSS will use its best efforts to promote and market the Services
               within the Territory, and engage in sales activities approved by
               Athena in writing in the Territory, including but not limited to
               prospecting for sales leads and distributing printed material
               supplied by Athena to potential customers. Athena may, but will
               not be obligated to identify sales leads for PSS.

          8.2  PSS will introduce Athena sales personnel to PSS Leads and will
               coordinate and participate (where reasonably feasible for it) in
               an initial sales meeting with such Practices and in demonstration
               of the Services by Athena.

          8.3  PSS will assist Athena in identifying Practice needs and
               expectations with respect to Proposals.

          8.4  As reasonably requested by Athena, the PSS sales representative
               will coordinate and participate in presentation of Proposals to
               PSS Leads.

          8.5  PSS will transmit to PSS Leads Athena technical information and
               other pre-sales customer liaison information to Athena and will
               provide pre-sales advice to Athena as to the implementation of
               Services and training programs. PSS will inform Athena of all
               inquiries and requests of PSS Leads relating to the potential
               sales of Services, will promptly and diligently collect and
               communicate to Athena all requests for price and term quotes from
               them, and will contemporaneously furnish Athena with copies of
               all pertinent correspondence and communications by PSS with them.

          8.6  PSS will provide such other assistance with respect to PSS Leads
               as Athena may from time to time reasonably request.

          8.7  PSS will make periodic reports to Athena, as reasonably requested
               by Athena, with respect to potential sales, including available
               information relating to commercial conditions in the Territory.

          8.8  PSS will adhere to Athena's price and terms established for any
               Practice and will not offer, promise, agree to or disclose prices
               or terms for Services not


                                       12

<PAGE>

               as explicitly approved by Athena in writing on a
               Practice-by-Practice basis. PSS will adhere to, cooperate and
               comply with Athena's sales policies and programs, will at all
               times conduct its business in a manner as will reflect favorably
               on Athena and the Services and will not engage in any deceptive,
               misleading, illegal or unethical business practice.

          8.9  PSS will at all times designate and refer to the Services by
               their current names (as designated by Athena) and identify them
               as the Services of Athena being offered for sale through PSS. PSS
               will not represent or permit representation of the Services as
               its own, as supplied by it or as contracted by it. PSS will not
               engage in advertising or in Internet or media promotions or in
               any direct mail or telephone or fax marketing campaign of the
               Services. For the avoidance of doubt, sales information
               concerning the Services provided to Practices who call the PSS
               call center shall not constitute a telephone marketing campaign.
               No signage, written material, business cards, brochures, or other
               descriptions of PSS or its business will include mention of
               Athena unless individually and specifically approved in writing
               by a vice-president or higher officer of Athena. In advance of
               any use or distribution, PSS will furnish and get Athena's
               written approval for copies of all written or electronic matter
               used by PSS which are not supplied by Athena and in which Athena
               or the Services are mentioned.

          8.10 PSS will promptly advise Athena concerning any market information
               that may come to PSS's attention regarding the Services, PSS's
               market position, and the continued competitiveness of the
               Services in the marketplace, including charges, complaints, or
               claims about the Services. PSS shall confer with Athena from time
               to time, at the request of Athena on matters relating to market
               conditions, sales forecasting and service planning.

          8.11 PSS will not make any representations, warranties, or guarantees
               to End- Users or to the public with respect to the
               specifications, features or capabilities of athenaNet(R) services
               that are inconsistent with the literature distributed by Athena,
               including all warranties, disclaimers, and license terms
               contained in such literature.

          8.12 PSS will be responsible for all expenses incurred by it in
               connection with the implementation and performance of its duties
               and obligations under this Agreement, including but not limited
               to, the expenses incurred in fulfilling its duties and
               responsibilities as described above; salaries for its personnel;
               costs and expenses associated with establishing and maintaining
               its sales organization and offices; communication expenses;
               travel expenses, promotion expenses and any and all taxes,
               duties, tariffs or charges which may be imposed on PSS. Subject
               to Section 2.2 hereof, PSS, in its sole discretion, will
               determine how PSS Sales Reps are compensated for the sale of
               Services.


                                       13

<PAGE>

          8.13 PSS will designate an individual as the primary point of contact
               to communicate with Athena personnel and to manage strategy and
               logistics related to the arrangements described in this
               Agreement.

9    OBLIGATIONS OF ATHENA

          9.1  Athena will provide information to PSS on Service configuration,
               price, delivery, scheduling, and implementation, sales orders,
               order status, and invoices as reasonably requested by PSS with
               respect to Practices that PSS has identified to Athena as
               prospects. Athena shall provide PSS, on an as needed basis, with
               Athena's sales pipeline report as in existence from time to time;
               provided that PSS shall agree that if such information is shared
               with any member of PSS's field sales organization, it will notify
               Athena.

          9.2  Athena, at its sole expense, will provide PSS with Service
               marketing brochures, descriptions and other marketing collateral
               in quantities and types as reasonably determined by Athena.
               Athena will provide PSS with reasonable sales and technical
               information regarding the Services, at Athena's sole expense and
               in quantities to be established by Athena. All such items
               furnished by Athena to PSS will remain the property of Athena,
               and to the extent not distributed to prospects, will be returned
               to Athena or certified as destroyed by PSS when Athena so
               requests, but in no event later than the effective date of
               termination of this Agreement.

          9.3  Athena will receive and consider in good faith all inquiries and
               request for proposals, terms and prices provided to it by PSS and
               Athena will provide all practices deemed to be PSS Leads with
               proposal and contract forms sufficient to provide to prospects
               proposals, quotes of price and terms. Athena will receive and
               consider in good faith acceptance of all Orders submitted by PSS.
               Notwithstanding the foregoing and without limitation, Athena may
               refuse to accept an Order where Athena business records show that
               there is pre-existing sales activity by another person or entity
               on behalf of Athena, or Athena in its discretion determines that
               the sale is not advisable.

          9.4  If Athena accepts an Order, Athena will use its best efforts to
               meet the delivery dates and terms therein and otherwise to
               fulfill its commitments pursuant to that Order. Athena will
               assume all responsibility for the quality and performance of the
               Services by it not caused by incorrect or incomplete information
               provided to it or to the Practice by PSS. Athena will provide and
               make available expert personnel and sales and technical
               assistance, in the manner and at the time Athena considers
               appropriate under the circumstances, to follow-up PSS's promotion
               and sales activities and to fulfill accepted Orders. Athena will
               be solely responsible for the design, development, supply,
               production and performance of Services, and the performance of
               its personnel, but in no event will PSS be entitled to nor have
               any right to claim any compensation or loss for loss of
               clientele, sales,


                                       14

<PAGE>

               or commission or for any other reason arising from Athena's
               performance or failure to perform any obligations under any
               accepted Order provided that Athena has acted in a good faith and
               reasonable manner.

          9.5  As reasonably requested by PSS, Athena from time to time will
               arrange for briefings and demonstrations to PSS and to Practice
               prospects with respect to the Services, as well as more advanced
               programs depending on the circumstances to familiarize PSS and
               prospects with the use and applications of the Services and to
               facilitate PSS's performance of its duties hereunder. Athena and
               PSS will consult from time to time and review the nature and
               content of such briefings and programs to determine whether they
               are accomplishing their purposes and whether improvements can be
               made thereto. Such briefings and programs may take place at
               Athena's facilities or elsewhere as may be approved by Athena.
               Athena will bear the cost of arranging and conducting such
               programs, including the cost of its personnel, and PSS will
               likewise bear its own costs and expenses in attending such
               programs.

          9.6  Athena will provide a one-day training course to PSS with respect
               to the athenaNet(R) Services without charge at Athena's
               facilities two (2) times per year for the term of this Agreement.
               Athena may combine this training with customer or internal
               training, as it deems appropriate. All costs related to travel
               and personal expenses for PSS employees will be the
               responsibility of PSS.

          9.7  Athena will be responsible for billing and collection of all fees
               for Services from End-User customers.

          9.8  Athena shall provide sales support during normal business hours
               (8:30 AM to 5:00 PM EST/EDT, Monday through Friday), and shall
               designate a primary customer service representative for PSS.

          9.9  Athena will designate an individual as the primary point of
               contact to communicate with PSS personnel and to manage strategy
               and logistics related to the arrangements described in this
               Agreement.

          9.10 Athena will not pay its sales personnel a higher commission rate
               with respect to sales of Services to customers other than
               PSS/Athena Customers than it pays on sales to PSS/Athena
               Customers.

10   ADVERTISING, PROMOTIONS, TRADEMARKS AND COPYRIGHTED MATERIAL

          10.1 Athena hereby grants PSS a non- exclusive, royalty-free limited
               right and license during the term of this Agreement to use,
               display, copy and distribute only those Athena trademarks,
               service marks or trade names which are associated with the
               Services and are contained in the marketing collateral and other
               materials provided to PSS pursuant to this Agreement or


                                       15

<PAGE>

               otherwise approved for use by PSS by Athena pursuant to this
               Agreement, solely for purposes of and in connection with the
               advertisement, promotion and sale of the Services. PSS may not
               alter any such marketing collateral or other materials provided
               by Athena in any way, without the prior express written consent
               of Athena. Except as expressly permitted herein, or as expressly
               agreed by the parties in writing, PSS may not affix or display
               any Athena mark to any materials other than the marketing
               collateral and other materials provided by Athena. Athena also
               grants PSS, during the term of this Agreement, a non-exclusive
               royalty-free limited right and license to post or otherwise
               display on the PSS Intranet, Extranet and Internet web sites only
               those Athena trademarks, service marks or trade names, and/or
               other materials, as the Parties mutually agree in writing from
               time to time, solely for purposes of and in connection with the
               advertisement, promotion and sale of the Services; provided that
               for purposes of quality control, any such posting and associated
               textual description, placement, or design is approved in advance
               in writing by Athena. Any use of any Athena trademark, service
               mark or trade name by PSS pursuant to this paragraph, and any
               goodwill generated thereby, shall inure solely to the benefit of
               Athena, and nothing herein shall convey to PSS any ownership
               right, title or interest in or to any patent, trademark, service
               mark or trade name belonging to Athena.

11   SALES, MARKETING AND SUPPORT OBLIGATIONS

          11.1 Athena shall maintain a commercially reasonable number of
               sales/support representatives to provide marketing, demonstration
               and sales support for PSS's sales efforts under this Agreement.
               The sales representatives shall be reasonably available to PSS as
               reasonably required in support of PSS's sales efforts with
               respect to the Services. Athena shall use commercially reasonable
               efforts to increase the number of sales/support representatives
               within one (1) year after the Effective Date of this Agreement.
               Athena shall replace terminated or transferred sales
               representatives within sixty (60) days after such termination or
               transfer.

          11.2 PSS and its Sales Reps shall become knowledgeable about and
               maintain detailed knowledge of the Services and shall arrange for
               those responsible for training Sales Reps to attend sales
               training meetings as may periodically be scheduled by Athena.
               Travel and other incidental expenses of PSS incurred for such
               training shall be borne by PSS. In addition, in certain
               circumstances involving sales to potential customers which are
               not PSS Leads, at the discretion of Athena, Athena may request a
               PSS Sales Rep to provide account guidance, assistance with
               negotiations or to assist in accelerating stalled sales. If such
               a request is made and such assistance is given, then PSS shall be
               entitled to a Deal Assist commission with respect to such sale,
               as set forth on Exhibit A.


                                       16

<PAGE>

          11.3 PSS acknowledges that all customers who purchase the Services
               must enter into an Athenahealth Services Agreement with Athena,
               the current forms of which, relating to Revenue Cycle Services
               and Clinical Cycle Services, respectively, are attached hereto as
               Exhibit B-1 and Exhibit B-2, before services will be provided by
               Athena and the Services will be available to such customers.
               Neither PSS nor any of the PSS Sales Reps shall modify,
               supplement or otherwise change the terms and conditions of the
               Services Agreement.

12   BOOKS AND RECORDS

          12.1 Each Party shall retain accurate books and records relating to
               performance of and compliance under this Agreement for a minimum
               of two (2) years after their creation. Each Party shall have the
               right to inspect such books and records relating to the Parties'
               relationship and business over the two (2) year period, no more
               frequently than twice each calendar year. The following terms and
               conditions shall apply with respect to each such audit:

          12.2 The audited Party shall designate a central contact point and
               coordinator for the audit;

          12.3 The auditing Party shall provide the audited Party with at least
               ninety (90) days prior advance written notice of the requested
               audit, and shall promptly notify the audited Party of any
               regulatory or governmental agency requested audit;

          12.4 The audited Party shall have the right to notify the auditing
               Party of annual "blackout periods" during which times, due to
               other demands on the audited Party's internal resources, the
               audited Party shall not be obligated to prepare for or permit the
               requested audit, or any other audit that is not legally mandated
               to be conducted within a particular period of time;

          12.5 The auditing Party shall work and coordinate in good faith with
               the audited Party to establish a reasonable audit sampling
               approach to minimize the disruption to the audited Party's
               operations; and

          12.6 The auditing Party shall bear the costs for such audit; provided,
               however, that if an independent auditor determines during the
               audit that a discrepancy exists in the audited company's books
               and records which resulted in a payment error in any month of
               fifteen percent (15%) or more, then the audited Party shall
               reimburse the auditing Party for all reasonable expenses incurred
               by the auditing Party in conducting any such audit.

13   REPRESENTATIONS AND WARRANTIES

          13.1 Both Parties, represent, warrant and covenant to the other that:


                                       17

<PAGE>

               13.1.1. They are and will continue to be a duly formed and
                    validly existing entity in good standing under the laws of
                    the state of its organization.

               13.1.2. The execution, delivery and performance under this
                    Agreement, and the transactions and actions contemplated
                    hereunder, have been duly authorized by all necessary
                    actions by each Party. This Agreement, when duly executed
                    and delivered, constitutes a valid, legal and binding
                    obligation of both Parties enforceable in accordance with
                    its terms.

               13.1.3. The execution, consummation of the transactions
                    contemplated by, and/or compliance with the terms and
                    provisions of this Agreement, will not conflict with, result
                    in a breach of, or constitute a default under any of the
                    terms, conditions or provisions of either Party's
                    constituent documents or any agreement, license or other
                    contract or instrument to which either Party is a party or
                    by which either Party may be bound or affected or to which
                    either Party is subject, or any law, regulation, order,
                    writ, injunction or decree of any court or agency or
                    regulatory body.

               13.1.4. They will not publish or cause to be published any
                    statement, or encourage or approve any advertising or
                    practice, which might mislead or deceive any parties or
                    might be detrimental to the good name, marks, good will or
                    reputation of either Party.

               13.1.5. They will conduct business in a manner that reflects
                    favorably at all times on the other Party and their
                    reputation; not engage in deceptive, misleading, or
                    unethical practices; make no false or misleading
                    representations with regard to the other Party; nor publish
                    or employ any misleading or deceptive advertising material.
                    Without limiting the generality of the foregoing, the
                    Parties agree to be bound by the provisions set forth in
                    Exhibit D hereto, which is hereby incorporated herein by
                    reference.

          13.2 Athena represents and warrants to PSS that:

               13.2.1. Athena has good and marketable title to, or has otherwise
                    adequate rights in, all software and systems used in the
                    delivery of the Services.

               13.2.2. To the best of Athena's knowledge, the use of the
                    Services by any existing or potential customer of PSS does
                    not and will not infringe any intellectual property right
                    held by any third party, provided that such customer
                    complies with all of the terms, conditions, and


                                       18

<PAGE>

                    restrictions on use contained within such customer's
                    Services agreement with Athena.

               13.2.3. Except as listed in Exhibit C to this Agreement, to the
                    best of Athena's knowledge, there are no threatened or
                    pending claims, disputes, actions or suits involving Athena
                    or any of its Affiliates that (i) relate to any software or
                    system used in the delivery of the Services and (ii) allege
                    infringement of any intellectual property right held by any
                    third party.

14   FORCE MAJEURE

          No Party to this Agreement shall be liable for failure or delay of
performance of any of its obligations hereunder if such failure or delay is due
to causes beyond its reasonable control including, without limitation, natural
disasters, fires, earthquake or storm, strikes, failures of public utilities or
common carriers, acts of war, or intervention, acts restraints or regulations of
any governmental authority, including compliance with any order of any
governmental authority; provided that any such delay or failure shall be
remedied by such Party as soon as possible after removal of the cause of such
failure. A Party suffering such delay or which expects to suffer such delay
shall promptly notify the other Party in writing of the cause and expected
duration of such delay. In the event a delay lasts or is expected to last more
than sixty (60) days the other Party shall have the option to terminate this
Agreement upon written notice.

15   CONFIDENTIALITY

          15.1 Return of Confidential Information. Each Party (the "Receiving
               Party") shall return to the other all Confidential Information
               (as defined below) received from that other Party (the
               "Disclosing Party"), along with all copies, immediately upon the
               termination of this Agreement.

          15.2 Remedies. Each Party shall be liable to the other for damages
               caused by any breach of this Section 15 or by any unauthorized
               disclosure or use of the other's Confidential Information by such
               Party or third parties to whom unauthorized disclosure was made.
               In addition to any other rights or remedies which may be
               available to it, each Party shall be entitled to seek appropriate
               injunctive relief or specific performance to prevent unauthorized
               use or disclosure of Confidential Information. Each Party
               acknowledges and agrees that the unauthorized use or disclosure
               of the other Party's Confidential Information will cause
               irreparable injury to the other Party and that money damages will
               not provide adequate remedy to the other Party.

          15.3 Confidential Information. The business and technical information
               developed or acquired by, or entrusted by a third party to, each
               Party, including, but not limited to, customer lists, names,
               contact information, addresses, telephone numbers, email
               addresses, Service designs, manufacturing processes, Service
               pricing, pricing strategies and pricing


                                       19

<PAGE>

               information, business plans, and all related trade secrets
               ("Confidential Information") are the exclusive property of such
               Party, are among such Party's valuable assets, and their value to
               that Party may be lost by their unauthorized use or disclosure to
               persons or entities not related to such Party. Neither Party
               shall, directly or indirectly, use the other Party's Confidential
               Information received hereunder (other than directly in connection
               with its obligations hereunder) or disclose or disseminate it to
               any party or entity during the term of this Agreement or at any
               time thereafter (subject to the exceptions below), regardless of
               the reason for such expiration, without the express written
               consent of the other Party. This obligation of confidentiality
               shall not apply to any Confidential Information which (i) was
               properly and lawfully known to the Receiving Party at the time of
               receipt without any misconduct on the Receiving Party's part;
               (ii) was in the public domain at the time of receipt; (iii)
               becomes public through no wrongful act of the Party obligated to
               keep it confidential; or (iv) is properly received by the
               Receiving Party from a third party who did not thereby violate
               any confidentiality obligations to the Disclosing Party.

          15.4 Cooperation. The Receiving Party may disclose Confidential
               Information in response to a request for disclosure by a court or
               other governmental authority, including a subpoena, court order,
               or audit-related request by a taxing authority or other
               governmental authority, or if so obligated under applicable laws
               or regulatory authority, provided that the Receiving Party shall
               promptly notify the Disclosing Party and cooperate with the
               Disclosing Party in seeking continued protection of the
               confidentiality of such Confidential Information, including
               avoidance or limitation of such disclosure, or disclosure under
               continued confidentiality protection and restrictions.

          15.5 Ownership of Intellectual Property. Nothing in this Agreement
               shall grant or result in PSS acquiring any right, title or
               interest in the Services or any proprietary information of Athena
               even if PSS or Athena modifies, customizes or privately brands
               the Services. PSS shall take appropriate steps by instruction,
               agreement or otherwise with its employees and Sales Reps to
               restrict and control the use of such information and Services as
               required by this Agreement.

16   INDEMNIFICATION

          16.1 Athena shall, except as otherwise provided below, indemnify, and
               hold PSS and its Affiliates (including their respective
               directors, officers, employees, representatives and agents)
               harmless, and defend or settle any claim made or any suit
               proceeding, including reasonable attorneys fees, brought against
               PSS and its Affiliates (including their respective directors,
               officers, employees, representatives and agents), subsidiaries,
               assigns, subcontractors, and customers, arising out of or
               relating to (i) any Athenahealth Services Agreement or any other
               agreement between Athena


                                       20

<PAGE>

               and its customers, or (ii) an allegation that any Service
               (including any software, system or part thereof), Athena
               trademarks, Athena trade names, Athena logos, or materials
               provided by Athena, or any portion or use or sale of any of the
               foregoing, infringes, misappropriates or violates a patent,
               copyright, trademark, trade secret, or other intellectual
               property right of any third party. PSS shall (a) promptly notify
               Athena in writing of any such claim, (b) reasonably cooperate
               with Athena in connection with the defense of such claim, and (c)
               give Athena the sole authority to defend or settle the claim (at
               Athena's expense). Athena shall pay all damages and costs finally
               awarded in any such claim, suit or proceeding against PSS or any
               of its Affiliates (including their respective directors,
               officers, employees, representatives and agents), or any
               settlement amount required to settle the claim. In the event the
               Service is held to infringe and the use or sale of said Service
               is enjoined, Athena shall have the option at its own expense, to
               procure for PSS the right to continue selling said Service, or
               replace same with a non-infringing Service, or modify same so it
               becomes non-infringing. Notwithstanding anything to the contrary
               above, Athena shall have no obligation under this paragraph with
               respect to any claims to the extent arising (i) as a result of
               any breach by PSS of the terms of this Agreement or (ii) in
               connection with the sale of a Bolt-On by PSS or use by any
               customer of a Bolt-On sold by PSS, either alone or in combination
               with the Services.

          16.2 Each Party (the "Indemnifying Party") shall indemnify, defend and
               hold the other Party and its Affiliates (the "Indemnified Party")
               harmless from and against any and all liabilities, claims,
               demands, damages, costs and expenses or money judgments
               (including reasonable attorneys fees) asserted against, incurred
               by or rendered against any of them arising out of or relating to
               (a) third party claims or actions which arise out of the
               Indemnifying Party's breach of any of its representations,
               warranties, covenants or other obligations set forth herein, (b)
               a defect due to defective design, parts, packaging, labeling,
               advertising materials, or faulty workmanship of, or failure to
               warn with respect to services provided by the Indemnifying Party,
               except to the extent that such damage arise out of the
               Indemnified Party's negligence or breach of this Agreement (as
               set forth in herein), and (c) third party claims or actions
               arising from the Indemnifying Party's negligence, breach of this
               Agreement or other acts or omissions.

          16.3 The indemnification obligations under this Agreement shall
               survive termination or expiration of this Agreement for any
               reason.

          16.4 Except as explicitly set forth in this Agreement: (a) all
               warranties and obligations by Athena with respect to the nature,
               extent, content, timing, completeness, sufficiency, accuracy and
               quality of the Services, including but not limited to all data in
               connection with such Services, are contained exclusively in each
               agreement of Athena with its customers and are owed only to its
               customers and not to PSS; and, (b) without limiting the
               foregoing, EXCEPT FOR ATHENA'S REPRESENTATIONS, WARRANTIES,


                                       21

<PAGE>

               COVENANTS AND OBLIGATIONS UNDER THIS AGREEMENT, ATHENA UNDERTAKES
               IN THIS AGREEMENT NO OTHER WARRANTY, REPRESENTATION OR
               CONTRACTUAL OR OTHER OBLIGATION WITH RESPECT TO THE SERVICES AND
               EXPLICITLY DISCLAIMS ANY SUCH WARRANTY, REPRESENTATION OR
               OBLIGATION UNDER OR WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT
               NOT LIMITED TO ANY IMPLIED WARRANTY OR WARRANTY OF
               MERCHANTABILITY, TITLE, DESIGN, OPERATION OR FITNESS FOR ANY
               PURPOSE.

17   LIMITATION OF LIABILITY

          EXCLUDING CLAIMS FOR INDEMNIFICATION AND A PARTY'S LIABILITY ARISING
FROM BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE, INTENTIONAL OR WILFULL
MISCONDUCT, AND FAILURE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER
INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONJUNCTION WITH OR ARISING OUT OF
THE PERFORMANCE UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF PRODUCTS AND
SUPPORT SERVICES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

18   CONFLICT RESOLUTION

          18.1 Each Party shall designate (in writing, if requested by the other
               Party) a relationship manager responsible for the day to day
               management and coordination of the Party's performance under this
               Agreement, and the Parties' communications, transactions and
               relationship with each other. The relationship managers shall
               address conflicts that arise relative to this Agreement. If these
               relationship managers can not resolve such conflicts, then Athena
               and PSS shall promptly establish a review board comprised of
               appropriate members of management from Athena and PSS to resolve
               the conflict.

          18.2 In the event that the review board of the Parties does not
               resolve a dispute within thirty (30) days from the date the
               review board is established, then the Parties agree to submit the
               dispute to non-binding mediation. If the Parties do not resolve
               the dispute through mediation, then the dispute will be submitted
               to binding arbitration as provided in Section 18.3 below.

          18.3 Arbitration pursuant to this Agreement will take place before a
               panel of three arbitrators in accordance with the American Health
               Lawyers Association (AHLA) Alternative Dispute Resolution Service
               Rules of Procedure for Arbitration. Either Party will initiate
               such arbitration only in Washington, DC by making a written
               demand for arbitration on the other Party and notifying the AHLA
               Alternative Dispute Resolution Service. The


                                       22

<PAGE>

               Parties agree to be bound by the final decision of the
               arbitrators and to accept any final decision by the arbitrators
               as a final determination of the matter in dispute. The Parties
               will share equally the costs of the arbitration, including any
               administration fee, the arbitrator's fee, and costs for the use
               of facilities, during the arbitration. Attorney's fees and costs
               may be awarded to the prevailing Party at the discretion of the
               arbitrators. Notwithstanding the foregoing, either Party may
               terminate the Agreement according to its terms or may seek
               injunctive relief in court to prevent imminent harm, on condition
               that in the latter case such Party will immediately submit the
               merits of the subject of any injunction to arbitration pursuant
               to this Subsection.

19   INSURANCE

          Both Parties shall obtain, pay for and maintain the following
insurance coverages:

          19.1 COMPREHENSIVE COMMERCIAL GENERAL LIABILITY insurance, including
               product liability insurance against claims regarding the Services
               and its activities contemplated by this Agreement, in an amount
               not less than one million dollars ($1,000,000) Combined Single
               Limit bodily Injury & Property Damage Each Occurrence / two
               million dollars ($2,000,000) Aggregate, independent contractors,
               and personal and advertising injury coverages.

          19.2 WORKERS' COMPENSATION insurance with limits to conform with the
               greater of the amount required by applicable law or one million
               dollars ($1,000,000) each accident, including occupational
               disease coverage.

          19.3 COMPREHENSIVE AUTOMOBILE LIABILITY insurance with limits not less
               than one million dollars ($1,000,000) each occurrence combined
               single limit of liability for bodily injury, death, and property
               damage, including owned and non-owned and hired automobile
               coverages, as applicable.

          Both Parties shall maintain such insurance during the term of this
Agreement and thereafter for so long as it maintains insurance for itself
covering such activities. Both Parties shall maintain such insurance during the
term of this Agreement and thereafter for so long as it maintains insurance for
itself covering such activities. Coverage shall be written on a Standard ISO
Occurrence Form CG00010196 or its equivalent. Upon execution of this Agreement,
and thereafter upon request from the other Party, both Parties will provide
certificates and renewal certificates of insurance reflecting such policies and
coverages as required above.

20   NON-SOLICITATION

          Throughout the term of this Agreement and for a period of one (1) year
thereafter, neither Athena nor PSS will, directly or indirectly, induce or
attempt to induct any employee of the other to terminate his or her employment
with the other or hire or offer to hire away or attempt to hire away any
employee of the other.


                                       23
<PAGE>

21   GENERAL

     21.1 Entire Agreement. This Agreement constitutes the entire Agreement
          between the Parties concerning the subject matter hereof and
          supersedes any prior written or verbal agreements or understandings in
          connection herewith. Upon the execution and delivery of this
          Agreement, the Prior Agreement shall be amended in its entirety and
          restated herein, and all provisions of, rights granted and covenants
          made in the Prior Agreement shall be superseded in their entirety and
          shall have no further force or effect. No addendum, amendment, waiver
          or modification hereto or hereunder shall be valid unless specifically
          made in writing and signed by an authorized signatory of each of the
          Parties hereto. No form, invoice, order, receipt or other document
          provided by either Party shall operate to supersede, modify or amend
          any provisions of this Agreement, unless the document expressly states
          that it modifies or amends this Agreement and is signed by an
          authorized representative of both Parties. Neither Party's failure to
          exercise any of its rights under this Agreement will constitute or be
          deemed a waiver or forfeiture of those rights. All Exhibits attached
          to the Agreement shall be deemed a part of this Agreement and
          incorporated herein. Terms that are defined in this Agreement, and
          used in any Exhibit, have the same meaning in the Exhibit as in this
          Agreement. The provisions of an Exhibit shall prevail over any
          conflicting provisions of the body of this Agreement.

     21.2 Publicity. During the term of this Agreement and at all times after
          the termination or expiration of this Agreement for any reason,
          neither Party shall make any media release or other public
          announcement relating to or referring to this Agreement without the
          other Party's prior written consent. Notwithstanding the foregoing, to
          the extent required by the Securities and Exchange Commission or other
          agency, either Party may make public disclosures about this Agreement
          and the terms thereof. Either Party will provide a copy of any
          required public disclosures associated with this Agreement at least
          two (2) business days prior to release to the public. Athena shall
          acquire no right to use, and shall not use, without PSS's prior
          written consent, the terms or existence of this Agreement, the names,
          trade names, trademarks, service marks, artwork, designs, or
          copyrighted materials, of PSS, its related or subsidiary companies,
          parent, employees, directors, shareholders, assigns, successors or
          licensees: (a) in any advertising, publicity, press release, client
          list, presentation or promotion; (b) to express or to imply any
          endorsement of Athena or Athena's products; or (c) in any manner other
          than expressly in accordance with this Agreement.

     21.3 Notices. All notices and other communications required or permitted
          hereunder shall be in writing and shall be mailed by registered or
          certified mail or delivered either by hand or by messenger, or sent
          via fax, addressed to the address set forth at the foot of this
          Agreement. Any notice or other communication so addressed and mailed
          by registered or certified mail (in


                                       24

<PAGE>

          each case, with return receipt requested) shall be deemed to be
          delivered and given when so mailed. Any notice or other communication
          so addressed and delivered by hand, by messenger or by fax shall be
          deemed to be given when actually received by the addressee.

     21.4 Venue and Jurisdiction. The laws of the State of Florida, will govern
          any disputes arising in connection with this Agreement. Athena and PSS
          hereby consent to the exclusive jurisdiction and venue of the Florida
          federal courts, and Florida state courts if a federal court denies
          jurisdiction.

     21.5 Attorneys' Fees. In any action to enforce a provision of this
          Agreement, the prevailing party shall be entitled to recover from the
          non-prevailing party reasonable attorneys' fees and other costs
          incurred in such action, in addition to any other relief available at
          law.

     21.6 Severability. If for any reason any provision of this Agreement shall
          be deemed by a court of competent jurisdiction to be legally invalid
          or unenforceable, the validity of the remainder of the Agreement shall
          not be affected and the offending provision shall be deemed modified
          to the minimum extent necessary to make it consistent with applicable
          law, and, in its modified form, the provision shall then be
          enforceable and enforced.

     21.7 Captions. The section headings and captions of this Agreement are for
          convenience and reference only and in no way define, limit or describe
          the scope or intent of this Agreement nor substantively affect it in
          any way.

     21.8 Survival. Any expiration or termination of this Agreement shall be
          without prejudice to the survival of any provision expressly extending
          beyond the term of this Agreement or necessary to interpret the rights
          and obligations of the Parties in connection with the expiration or
          termination of this Agreement. Without limiting the generality of the
          foregoing, the following provisions shall survive the expiration or
          termination of this Agreement: Section 3.11, Section 4.2, Section 5.6,
          Article 15 (Confidentiality), Article 16 (Indemnification), Article 17
          (Limitation of Liability), Article 18 (Conflict Resolution) and
          Article 21 (General).

     21.9 Third Party Beneficiaries. This Agreement is solely for the benefit of
          the parties and their successors and permitted assigns, and does not
          confer any rights or remedies on any other person or entity.

     21.10 Binding Effect. This Agreement shall be binding upon and shall inure
          to the benefit of the respective parties hereto, their respective
          successors-in-interest, legal representatives, heirs and assigns.

     21.11 Further Assurances. Each Party hereto agrees to take, or cause to be
          taken, all such further or other actions as shall reasonably be
          necessary to make effective, to consummate and to perform the
          undertakings and obligations contemplated by this Agreement.


                                       25

<PAGE>

     21.12 Cumulative Remedies. Except as otherwise expressly provided for in
          this Agreement, the rights and remedies provided in this Agreement and
          all other rights and remedies available to either Party at law or in
          equity are, to the extent permitted by law, cumulative and not
          exclusive of any other right or remedy now or hereafter available at
          law or in equity. Neither the asserting of any right nor the employing
          of any remedy shall preclude the concurrent assertion of any other
          right or employment of any other remedy.

     21.13 Counterparts. This Agreement may be executed in one or more
          counterparts, all of which together shall be considered one and the
          same Agreement.


                                      26

<PAGE>

     IN WITNESS WHEREOF, the Parties have executed this Agreement to be executed
by their duly authorized representatives.

athenahealth, Inc.,                     WORLDMED SHARED SERVICES, INC.,
a Delaware corporation                  a Florida corporation


By: /s/ Jonathan Bush                   By: /s/ John Sasen
    ---------------------------------       ------------------------------------
Printed: Jonathan Bush                  Printed: JOHN SASEN
Its: Chairman & CEO                     Its: EUP/CMO


                                       27

<PAGE>


Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

                                    EXHIBIT A

                                   COMMISSIONS

1. Commission Rates. If Athena enters an Initial Sale by countersigning a PSS
Order for provision of Revenue Cycle Services and/or Clinical Cycle Services
with a PSS Lead within eighteen months after the PSS Lead first becomes a PSS
Lead, then Athena will pay a commission to PSS at the rates set forth below:

Commission Rates:

<TABLE>
<CAPTION>
                                         Initial Commission       Subsequent Commission
                                               Payment                  Payments
                                     --------------------------   ---------------------
<S>                                  <C>                          <C>
PSS Commission Payment (calculated   *% (based on *% of each                *%
as a percentage of Estimated         PSS Order's Estimated
Contract Value of a PSS Order)       Contract Value)
</TABLE>

2. Accrual of Commissions. The commissions shall accrue as follows with respect
to each PSS Order and shall be payable pursuant to Section 7 of the Agreement:

     a.   Initial Commission Payment:

          -    *% of Athena's projected Year 1 Revenue for the PSS Order as
               calculated in the applicable Athenahealth Services Agreement will
               accrue with respect to *% of the Estimated Contract Value of a
               PSS Order on the date on which Athena countersigns a PSS Order
               for provision of Services to a PSS Lead. Such amount shall be
               paid on the Go Live Date of such PSS Order, and shall be adjusted
               15 months after the Go Live Date to reflect actual revenue
               received by Athena during the first year of the contract with
               such PSS/Athena Customer.

     b.   Subsequent Commission Payments:

          -    The subsequent annual commission payments, which shall be equal
               to *% in the aggregate based on the actual Revenue with respect
               to a PSS Order as of the date 15 months after the PSS Order's
               "Go-Live Date," will accrue in 12 monthly installments beginning
               on the PSS Order's "Go-Live Date" as such term is defined in the
               applicable Athenahealth Services Agreement. Thereafter, annual
               commissions due to PSS with respect to a PSS Order shall accrue
               in 12 monthly installments beginning on each anniversary of the
               PSS Order's Go-Live Date. For purposes of calculating the
               Subsequent Commission Payments, "Revenue" shall mean net
               collections that have been irrevocably paid by a PSS/Athena
               Customer to Athena in cash in consideration for the provision of
               Services.

3. "Deal Assist" Commissions shall be equal to *% of the first year Estimated
Contract Value of any order that is not a PSS Order but with respect to which
PSS has rendered assistance as described in Section 11.2 hereof. Such amount
shall be paid on the Go Live Date of such


                                       28

<PAGE>

order, and shall be adjusted 15 months after the Go Live Date to reflect actual
revenue received by Athena during the first year of the contract with such
customer.

4. Credit. If a PSS/Athena Customer's Athenahealth Services Agreement is
terminated prior to the applicable "Go-Live Date", then Athena will credit the
amount of any Initial Commission Payment made to PSS with respect to such
PSS/Athena Customer against the next payable commissions accrued hereunder,
until the amount of the initial commission for such PSS Order payment is offset
in full.


                                       29

<PAGE>




                                   EXHIBIT B-1

                       ATHENACOLLECTOR SERVICES AGREEMENT



                                       30
<PAGE>




                                   EXHIBIT B-2

                       ATHENACLINICALS SERVICES AGREEMENT



                                       31

<PAGE>

                                    EXHIBIT C

                                   LITIGATION

On February 8, 2005, the Company was served with a Complaint in Billingnetwork
Patent, Inc. v. athenahealth, Inc., alleging patent infringement. This lawsuit
is pending in the Federal District Court of Florida, Middle District (Case
Number 05-00205). The Company does not believe it is liable for patent
infringement. Billingnetwork Patent, Inc. has sued a number of other entities
including two public companies. The patent as written is not limited to the
health industry, but would include billing in a broad array of commercial
contexts. The Company selected counsel and filed a Motion to Dismiss. The
Company is awaiting further action by the Court.


                                       32

<PAGE>

                                    EXHIBIT D

                        CERTAIN AGREEMENTS OF THE PARTIES

-    Neither Party will take any action which would have the effect of causing
     the other to be in violation of any laws, decrees, rules, or regulations.

-    Each Party covenants and warrants to the other on a continuing basis that
     any payments or remuneration to it under this Agreement are for it's own
     account, and that except as appropriate to carry out its duties as set
     forth herein in a legal manner, it has no obligation to and will not,
     directly or indirectly, give, offer, pay, promise to pay, or authorize the
     payment of money or thing of value to any other person in connection with
     any transaction for which any payment or remuneration is to be made under
     this Agreement.

-    Each Party represents and warrants to the other on a continuing basis
     throughout the term that this Agreement is in effect that (1) neither it
     nor any of its agents is a provider, physician, or supplier as those terms
     are defined in the Social Security Act as amended from time to time, or any
     regulations promulgated thereunder; and, (2) neither it nor any of its
     agents is authorized to nor will they refer, steer, allocate, direct,
     solicit or otherwise arrange for any patient visit, health care, medical
     item or medical service with respect to any such provider, physician or
     supplier that is a customer of Athena or arrange for or make any request
     for such visit, care, item or service or any purchase order or lease with
     respect to such visit, care, item or service.

-    Each Party represents and warrants to the other that neither it nor any of
     its agents: has been excluded, disqualified or debarred from participating
     in any government program; is under sanction or conviction for any Medicaid
     or Medicare program offense; is the subject of any investigative or
     criminal, civil, administrative or qui tam proceeding with respect to any
     allegation of such an offense; or, is party to any settlement or corporate
     integrity agreement with respect to any allegation of such an offense. If
     at any time during the term that this Agreement is in effect, the status of
     the Party or any of its agents should change from the above with respect to
     exclusion, disqualification, debarment, sanction, conviction, proceeding,
     settlement or agreement, the Party will immediately notify the other in
     writing of such change.

-    Notwithstanding any provision to the contrary in this Agreement, no payment
     or remuneration under this Agreement will accrue, be paid or be accepted on
     account of sale of Athena's Services to any person or entity:

     -    That charges, bills or seeks reimbursement or payment on a cost basis
          from any third party payment program or payor for all or any part of
          such services;

     -    With which the PSS or any of its agents, employees, owners or
          principals or any of their family members, directly or indirectly has
          any relationship other than an arms-length relationship as a sales
          agent or sales representative for one or more vendors to the person or
          entity. Without limiting the foregoing, the following relationships on
          the part of PSS will prevent such payment or remuneration:

          -    Operation, management or control,

          -    Engagement as an administrator, consultant, purchasing agent,
               employee, officer, director, trustee, member of the governing
               body, or attorney-in-fact,

          -    Management of substantial activities or exercise of substantial
               commercial influence over business or personal affairs,

          -    A fiduciary duty or duty of fidelity in connection with general
               business affairs or in connection with purchase of services from
               Athena, or

          -    Permission or ability exercise purchasing discretion; or,


                                       33

<PAGE>

          -    If the offer, payment, receipt or solicitation of compensation to
               PSS under this Agreement with respect to the person or entity is
               in violation of any law or of any legal duty to the person or
               entity.

     -    The Parties will each exercise reasonable diligence to identify and
          avoid proposing or accepting Practices as PSS Leads any person or
          entity for which payment will not be made under this Agreement, and
          the Parties will reasonably cooperate to identify such person and
          entities in advance of any payment. If either Party learns that
          payment or remuneration has been made not as provided in this
          Agreement, it will promptly notify the other in writing, and the
          Parties will unwind the compensation and will cooperate in such other
          steps as are proper and appropriate to remedy any such situation.

     -    Neither Party will claim payment in any form, directly or indirectly,
          from any third party payment program or payor for all or any part of
          any activity or for the cost of all or any part of any activity
          covered under this Agreement, nor will either party shift the
          financial burden of this Agreement to the extent that any cost
          reimbursement is claimed from any third party payment program or payor
          by either of them or to the extent that either party believes that any
          cost reimbursement is claimed or may be claimed by any third party
          from any third party payment program or payor.

     -    PSS will not solicit, receive, offer or pay anything of value,
          directly or indirectly, to or from any person or entity in connection
          with entry by such person or entity into any contract with Athena,
          continuation of any contract with Athena, or acceptance of services or
          items from Athena; and PSS will not condition, withhold, or threaten
          to withhold anything of value to any person or entity in connection
          with entry or consideration of entry by such person or entity into any
          contract with Athena, continuation of any contract with Athena or
          acceptance of services or items from Athena.

     -    PSS will make such disclosures to Practices and obtain such consents,
          authorizations and agreements (including but not limited to any
          business associate agreements as necessary) with respect to Practices
          as are required by law in light of its relationships with those
          Practices and its activities and obligations and rights in connection
          with this Agreement.

NO FRANCHISE OR DISTRIBUTORSHIP: The Parties agree that nothing in this
Agreement or PSS' or Athena's performance under it will constitute PSS a
franchisee or participant in any business opportunity of or with Athena under
any applicable federal or state law.


                                       34

<PAGE>

                                    EXHIBIT E

                  INVENTORY MANAGEMENT SYSTEM DEVELOPMENT GOALS

PHASE I:

     Link to the existing myPSS.com & SmartScan Basic Functionality from the
     Athena Platform.

-    Customers will be able to login to mypss.com from within an Athenahealth
     frame-set.

PHASE II:

     Integration of the PSS SmartScan Intermediate

     -    Will include an athena CPT Billing code reconciliation routine

     -    to the PSS inventory valuation

     -    Integration of PSS SmarScan intermediate to Physician GL Systems

PHASE III:

     PSS and athenahealth will co-develop an integrated inventory management
     platform for the tracking, ordering, and replenishment of medical supplies
     within the physician office

     -    Development of an integrated athenahealth inventory management module.
          To run on the athenahealth platform (Billing Integration).

     Development of a real time athenahealth inventory management process that
     is integrated into the procedure / usage capture during the patient
     clinical work-flows. (EMR Integration).


                                       35

<PAGE>

                                    EXHIBIT F

                             SUBSTANTIAL COMPETITORS


                                       36
<PAGE>

                             Agreement of Amendment

      This Agreement of Amendment (the "Amendment") amends the terms of the
"AMENDED AND RESTATED MARKETING AND SALES AGREEMENT" entered between the Parties
hereto (the "Agreement"). Except as explicitly amended herein, the Agreement is
confirmed; and, it shall remain in full force and effect under its terms as
herein amended. Whereas the Parties desire to amend the Agreement in certain
respects as set forth below; now, therefore, in consideration of the obligations
set forth below and for other good and valuable consideration, the receipt and
sufficiency of which each Party hereby acknowledges, the Parties hereby agree to
amend the terms of the Agreement as follows:

   1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced
by the new version of Exhibit A attached to this Amendment.

      IN WITNESS WHEREOF, the Parties have executed this Agreement to be
executed by their duly authorized representatives.

athenahealth, Inc.,                     WORLDMED SHARED SERVICES, INC.
a Delaware corporation                  d/b/a PSS WORLD MEDICAL SHARED
                                        SERVICES, INC.,
By:  /s/ Carl Byers                     a Florida corporation
   ----------------------------

Printed: Carl Byers                     By: /s/ John Sasen
                                            -----------------------------
Its: CFO                                Printed:  John Sasen

                                        Its: EUP/CMO
                                             ----------------------------
                                                                  6-22-07

                                       1
<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

                                    EXHIBIT A

                                   COMMISSIONS

1. Commission Rates. If Athena enters an Initial Sale by countersigning a PSS
Order for provision of Revenue Cycle Services and/or Clinical Cycle Services
with a PSS Lead within eighteen months after the PSS Lead first becomes a PSS
Lead, then Athena will pay a commission to PSS at the rates set forth below:

Commission Rates:

|-------------------------|-------------------------|---------------------|
|                         |       Initial           |     Subsequent      |
|                         |   Commission Payment    | Commission Payments |
|-------------------------|-------------------------|---------------------|
| PSS Commission Payment  | *% (based on *% of each |                     |
|                         | PSS Order's Estimated   |                     |
|                         | Contract Value)         |         *%          |
|-------------------------|-------------------------|---------------------|

2. Accrual of Commissions. The commissions shall accrue as follows with respect
to each PSS Order and shall be payable pursuant to Section 7 of the Agreement:

   a. Initial Commission Payment:

      -     In the month following the date on which Athena countersigns a PSS
            Order for provision of Services to an PSS/Athena Customer, Athena
            will pay *% of *% of the Year 1 Estimated Contract Value for such
            PSS Order as calculated in the applicable Athenahealth Services
            Agreement. 15 months after the Go-Live Date, Athena will compare the
            Year 1 Estimated Contract Value to the actual Revenue received
            during the 12 month period preceding such 15 month anniversary of
            the Go-Live Date. If the actual Revenue during such period was lower
            than the *% of the Year 1 Estimated Contract Value, then Athena
            shall reduce the next commission payment due to PSS by such
            difference multiplied by *%. If the actual Revenue during such
            period was higher than *% of the Year 1 Estimated Contract Value,
            then Athena shall increase the next commission payment due to PSS by
            such difference multiplied by *%.

   b. Subsequent Commission Payments:

      -     Beginning on the PSS Order's "Go-Live Date" as such term is defined
            in the applicable Athenahealth Services Agreement subsequent
            commission payments, will be paid on a monthly basis and will be
            *% of the actual monthly Revenue to Athena.

      For purposes of this Exhibit, (i) "Revenue" shall mean net collections
      that have been irrevocably paid by a PSS/Athena Customer to Athena in cash
      in consideration for the provision of Services, and (ii) "Year 1" means
      the 12 month period beginning on a PSS/Athena Customer's Go-Live Date.

                                       2
<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

3. "Deal Assist" Commissions shall be equal to *% of *% of the Year 1
Estimated Contract Value of any executed contract for Athena's services that is
not a PSS Order but with respect to which PSS has rendered assistance as
described in Section 11.2 hereof. Such amount shall be paid in the month
following the Go Live Date of such Order. 15 months after the Go-Live Date of
such PSS/Athena Customer, Athena will compare the Year 1 Estimated Contract
Value to the actual Revenue received during the 12 month period preceding such
15 month anniversary of the Go-Live Date. If the actual Revenue during such
period was lower than *% of the Year 1 Estimated Contract Value, then Athena
shall reduce the next overall commission payment (including commission payments
made under Sections 2 and 3 of this Exhibit) due to PSS by such difference
multiplied by *%. If the actual Revenue during such period was higher than *%
of the Year 1 Estimated Contract Value, then Athena shall increase the next
overall commission payment due to PSS by such difference multiplied by *%.

4. Credit. If a PSS/Athena Customer's Athenahealth Services Agreement is
terminated prior to the applicable "Go-Live Date", then Athena will credit the
amount of any Initial Commission Payment made to PSS with respect to such
PSS/Athena Customer against the next payable commissions accrued hereunder,
until the amount of the initial commission for such PSS Order payment is offset
in full.

                                       3