<PAGE>   1
                                                                   EXHIBIT 10.13


[PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECRETARY OF THE COMMISSION PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED
MATERIAL IS INDICATED BY AN "{*}" AND WAS FILED SEPARATELY WITH THE COMMISSION.]

                                  HBO & COMPANY
                                       AND
                    HEALTHDYNE INFORMATION ENTERPRISES, INC.


                         VALUE ADDED MARKETING AGREEMENT

         This Value-Added Marketing Agreement ("Agreement") is made and entered 
into as of this 8th day of September, 1998, ("Effective Date") by and between 
Healthdyne Information Enterprises, Inc. ("Business Partner"), a Georgia
corporation with its principal place of business at 1850 Parkway Place, Suite
1100, Marietta, Georgia, 30067 , and HBO & Company of Georgia ("HBOC"), a
Delaware corporation with its principal place of business at 301 Perimeter
Center North, Atlanta, Georgia 30346.

                              STATEMENT OF PURPOSE

         A.       HBOC is in the business of developing proprietary computer
                  software applications, integrating them with software
                  developed by others and distributing the integrated software
                  product together with associated hardware and services in
                  order to provide comprehensive information solutions desired
                  by healthcare providers.

         B.       Business Partner owns, distributes and supports certain
                  computer software known and marketed as the Cloverleaf(R)
                  Integration Engine Tool -- which transports data among
                  disparate information systems.

         C.       HBOC desires to acquire and Business Partner desires to grant
                  to HBOC a license to integrate the Cloverleaf Integration
                  Engine Tool with HBOC proprietary software and software
                  developed by third parties and to market and distribute the
                  Integrated Software (as defined below) together with other
                  HBOC products and services to HBOC customers and prospects
                  under the terms and conditions of this Agreement.

                                    AGREEMENT

         In consideration for the mutual promises set forth below, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.       DEFINITIONS. The following capitalized terms used in this Agreement
         shall have the following meanings:

         1.1      "Affiliates" means any entity controlling, controlled by, or
                  under common control with, either party to this Agreement.

         1.2      "BP Software" means the operating system software, application
                  software or other software products which are proprietary to
                  Business Partner or for which Business Partner has the right
                  to distribute and which comprise the software set forth on
                  Exhibit A, including: (a) the machine-executable object code
                  version of the user-loadable programs which Business Partner
                  makes generally available to its customers including all
                  options, database interfaces, operating system and hardware
                  versions, now or hereinafter developed; (b) Documentation; (c)
                  any modifications, revisions, Corrections, Enhancements, New
                  Releases or replacements for all of the foregoing items; and
                  (d) authorized copies of all of the foregoing items.

         1.3      "Consumer Price Index" means, as of any date, the Consumer
                  Price Index for All Urban Consumers, U.S. City Average,
                  published by the U.S. Bureau of Labor Statistics (base year
                  1982-84=100, except that, if the base for the Index is so
                  changed that 1982-84 prices no longer represent 100, an
                  appropriate adjustment will be applied to the published
                  indices so as to relate them to the aforesaid base in which
                  1982-84 prices represent 100), as published by the Bureau of
                  Labor Statistics of the U.S. Department of Labor as of the
                  most recent calendar



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                  month for which the Index is published prior to such date. In
                  the event that the Consumer Price Index is discontinued, the
                  parties shall agree to a substantially similar government
                  index or publication as a reasonable replacement.

         1.4      "Correction(s)" means a modification, revision or supplement
                  to the BP Software which makes such software perform functions
                  it was designed to perform or corrects defects or "bugs".

         1.5      "Distributor(s)" means HBOC and those entities which (at the
                  time in question) are authorized by HBOC either as distributor
                  or agent to distribute software marketed by HBOC. Additional
                  Distributors may be added by HBOC during the term of this
                  Agreement. HBOC shall require all such entities to execute a
                  written agreement with HBOC containing terms and conditions
                  substantially similar to those contained in this Agreement for
                  the protection of Proprietary Information.

         1.6      "Documentation" means the documentation in any media and form
                  (CD, hard copy, electronic, etc.) for BP Software, including
                  all documents and manuals relating to an end-user's
                  installation, training, and use of the BP Software and those
                  documents and manuals necessary for HBOC to integrate, test,
                  and support the Integrated Software, together with all
                  revisions, updates and other modifications thereto as Business
                  Partner may make from time to time.

         1.7      "Enhancement(s)" means modifications, revisions, additions or
                  supplements to the BP Software which enables such software to
                  provide or perform services or functions it could not
                  previously perform or materially improves the manner in which
                  the BP Software performs existing functions.

         1.8      "HBOC Customer(s)" means the (i) current customers of HBOC
                  which have licensed HBOC Software or purchased from HBOC
                  services or hardware, and (ii) prospective customers to whom
                  HBOC is marketing or with whom HBOC is negotiating for the
                  license of HBOC Software or the sale of hardware or HBOC
                  services. The term "HBOC Customer" shall include Affiliates of
                  any HBOC Customer.

         1.9      "HBOC Software" means the computer software now or hereafter
                  marketed and licensed by HBOC (whether developed by HBOC or
                  licensed to HBOC with a right to sublicense to HBOC Customers,
                  excluding BP Software) for use by HBOC Customers.

         1.10     "Integrated Software" means HBOC Software which operates in
                  conjunction with BP Software and which accomplishes a business
                  application extending the features and functions of the HBOC
                  Software.

         1.11     "List Price(s)" means Business Partner's lowest,
                  non-discounted, standard charges to third parties for BP
                  Software, as contained in the price list, a current copy of
                  which is attached hereto as Exhibit B, and which may be
                  updated from time to time during the term of this Agreement.

         1.12     "New Release(s)" means all modifications, revisions,
                  Enhancements, Corrections or replacements for BP Software and
                  related Documentation which Business Partner has agreed to
                  provide pursuant to this Agreement or which Business Partner
                  makes available to its customers in general from time to time
                  at no additional license fee.

         1.13     "Proprietary Information" means any data or information,
                  including but not limited to any and all confidential
                  information and trade secrets, pertaining to (i) the business
                  operations of a party which is not generally known to the
                  public and affords such party a competitive advantage,
                  including but not limited to, information regarding its
                  products and product development, suppliers, marketing
                  strategies, finance, operations, customers, sales, and
                  internal performance results; (ii) the proprietary software,
                  including but not limited to: concepts, designs,
                  documentation, reports, data, specifications, source code,
                  object code, flow charts, file record layouts, databases,
                  inventions, know-how, and show-how, whether or not patentable
                  or copyrightable; and (iii) the terms and conditions of this
                  Agreement.

         1.14     "Royalty(ies)" means an amount, calculated in U.S. Dollars,
                  equal to a percentage of Business Partner's List Price or a
                  fixed fee for BP Software, as set forth on Exhibit C, which is
                  due Business Partner for each Sublicense.



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         1.15     "Source Code" means the statements which define the BP
                  Software functions which, when assembled or compiled become
                  the executable code of the BP Software and includes both the
                  human readable and machine readable forms; however, it shall
                  not include the source code for any third party software
                  contained in the BP Software.

         1.16     "Sublicense(s)" means a non-exclusive, non-transferable
                  (except as set forth in Section 15.11) right granted by HBOC
                  to a HBOC Customer under a Sublicense Agreement to use an
                  object code copy of the BP Software in connection with the
                  license and use of the Integrated Software.

         1.17     "Sublicense Agreement" means the terms and conditions pursuant
                  to which HBOC Customer will be licensed to use Integrated
                  Software, such terms and conditions to include at a minimum
                  the terms and conditions set forth in Exhibit D.

         1.18     "Territory" means the geographical area and territories listed
                  in Exhibit E. The Territory may be extended pursuant to the
                  mutual written agreement of the parties.

2.       TERM.

         2.1      Term. This Agreement shall commence on the Effective Date and
                  shall continue in full force and effect for a period of {*}
                  years ("Initial Term"), unless earlier terminated as provided
                  for below in Article 14. Thereafter, this Agreement will
                  automatically renew for successive terms of one (1) year each
                  ("Renewal Terms"). Either party may terminate this Agreement
                  without cause at the end of the Initial Term or any Renewal
                  Term by providing at least twelve (12) months prior written
                  notice to the other party.

3.       LICENSE.

         3.1      License Grant. Subject to the terms and conditions of this
                  Agreement, Business Partner hereby grants HBOC, its Affiliates
                  and Distributors, a non-exclusive, non-transferable (except as
                  set forth in Section 15.11), license to use BP Software in the
                  Territory on any computer system operated by HBOC for the
                  purposes of testing, developing, interfacing and integrating
                  the BP Software with HBOC Software and for marketing,
                  demonstrating, educating, installing and supporting and
                  maintaining Integrated Software. Additionally, HBOC shall have
                  the right to incorporate all or portions of the Documentation
                  pertaining to an end-user's installation, training, and use of
                  the BP Software or pertaining to HBOC's integration, testing,
                  and support of the BP Software into documentation created by
                  HBOC for the Integrated Software, provided that HBOC
                  identifies such Documentation or portions thereof as being
                  proprietary to Business Partner. HBOC shall not attempt to
                  reverse engineer the BP Software in any way, including but not
                  limited to disassembly of the BP Software, to derive an
                  equivalent of the BP Software. Ownership of all copyrights,
                  trade secrets, patents, patents pending, trademarks and other
                  intellectual and property rights in the BP Software and all
                  other items licensed to HBOC hereunder is and remains in
                  Business Partner. Nothing in this Agreement shall be construed
                  as conveying or transferring ownership or title of the BP
                  Software or the other items licensed hereunder to HBOC.

         3.2      Sublicenses. Business Partner further grants HBOC, its
                  Affiliates and Distributors, a non-exclusive, non-transferable
                  (except as set forth in Section 15.11), license to (a)
                  distribute the Integrated Software in the Territory to HBOC
                  Customers, provided HBOC first obtains a written Sublicense
                  Agreement (the license term of which may be perpetual); and
                  (b) provide data processing and facility management or
                  outsourcing services to HBOC Customers. HBOC, its Affiliates
                  and Distributors may also grant Sublicenses which permit HBOC
                  Customers to access their data within the Integrated Software
                  by means of remote access (e.g., electronic transfer, remote
                  dial-in, etc.) for the purposes of supplementing, modifying,
                  deleting, reporting or reviewing data. HBOC Customers shall be
                  prohibited from using Integrated Software to process data for
                  unrelated third parties; however, this restriction, with
                  respect to the processing of data, shall not apply to local or
                  remote access by Affiliates of HBOC Customers, such as
                  physicians and outpatient facilities or any agent of an HBOC
                  Customer which is operating, supporting or using Integrated
                  Software for or on behalf of HBOC Customers, which access and
                  use is expressly permitted. HBOC shall be solely responsible
                  for negotiating the terms of the Sublicense Agreements.



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         3.3      Copies. HBOC and its Affiliates and Distributors may make
                  copies of BP Software for the functions required or permitted
                  in this Article 3 and may also make a reasonable number of
                  copies of BP Software for purposes for archival, backup and
                  disaster recovery. HBOC shall reproduce, on each copy of BP
                  Software, all Business Partner patent, patent pending,
                  trademark, copyright, confidentiality and proprietary notices,
                  or legends, as may be established, revised, and provided in
                  guidelines to HBOC from time to time by Business Partner.

         3.4      Trademarks.

                  3.4.1    Business Partner grants HBOC a non-exclusive,
                           non-transferable (except as set forth in Section
                           15.11) right to use and display, at HBOC's
                           discretion, Business Partner's trademarks to
                           advertise and promote the Integrated Software. HBOC
                           shall use such trademarks in accordance with Business
                           Partner's published guidelines, a copy of which shall
                           be delivered to HBOC promptly following execution of
                           this Agreement. HBOC shall not receive any ownership
                           in or to Business Partner's trademarks as a result of
                           such use. HBOC shall not use any of Business
                           Partner's trademarks, service marks, logos, or
                           slogans in any manner likely to confuse, mislead, or
                           deceive the public, or to be adverse to the best
                           interests of Business Partner.


                  3.4.2    HBOC grants to Business Partner limited permission to
                           use the HBOC's trademarks solely to identify itself
                           as a partner of HBOC. Business Partner shall use such
                           trademarks in accordance with the guidelines
                           established by HBOC (from time to time), a current
                           copy of which is attached to this Agreement as
                           Exhibit F. Business Partner shall submit all such
                           materials to HBOC for prior review and approval.
                           Business Partner shall not use any of HBOC's
                           trademarks, service marks, logos, or slogans in any
                           manner likely to confuse, mislead, or deceive the
                           public, or to be adverse to the best interests of
                           HBOC.


         3.5      Private-Label Option. Notwithstanding anything to the contrary
                  in this Agreement, HBOC shall have the right, exercisable at
                  its option, to market and sublicense the Integrated Software
                  (and the BP Software, if HBOC exercises the option granted in
                  Section 3.5) under HBOC's private label Should HBOC desire to
                  exercise this right, it will provide written notice to
                  Business Partner and submit to Business Partner for approval,
                  a private-label marketing plan. HBOC shall reproduce, on each
                  copy of the BP Software or the Integrated Software, all
                  Business Partner patent, patent pending, trademark, copyright,
                  confidentiality and proprietary notices, or legends, as may be
                  established, revised, and provided in guidelines to HBOC from
                  time to time by Business Partner.


4.       SOURCE CODE ESCROW.

         4.1      Escrow Account. Within thirty (30) days following the
                  execution of this Agreement, Business Partner shall place the
                  Source Code into an escrow account with a reputable,
                  financially sound, industry recognized third party consented
                  to by HBOC to act as the escrow agent ("Escrow Agent") under
                  the terms of a mutually acceptable escrow agreement (the
                  "Escrow Agreement"). A fully executed copy of the Escrow
                  Agreement, together with a receipt from the Escrow Agent
                  acknowledging receipt of the Source Code, shall be delivered
                  to HBOC within five (5) days after execution of the Escrow
                  Agreement. In addition to the initial delivery of Source Code,
                  Business Partner shall deliver to the Escrow Agent, within
                  thirty (30) days following general availability, copies of all
                  New Releases of the BP Software, and shall provide HBOC with
                  receipts of such additional deposits, executed by the Escrow
                  Agent. Business Partner shall be responsible for all costs
                  incurred in connection with the Escrow Agreement.

         4.2     Release of Source Code from Escrow Account. In the event that
                 Business Partner (a) becomes insolvent or ceases to carry on
                 business, and the business of Business Partner is not carried
                 on by a receiver or trustee or assignee; or (b) Business
                 Partner discontinues or fails to provide the BP Software or
                 support or maintenance of the BP Software in accordance with
                 the terms of this Agreement for any reason whatsoever, then
                 HBOC shall have the right to receive, possess, and use (but not
                 own) a copy of the Source Code released from the Escrow Account
                 for the purpose of developing, maintaining, modifying and
                 marketing the Integrated Software in accordance with the terms
                 of this Agreement so long as HBOC continues to pay the
                 appropriate fees due to Business Partner hereunder times a
                 factor of {*}. 
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5.       DELIVERY.

         5.1      Initial Delivery. Business Partner shall deliver to HBOC, at
                  no charge, a reasonable number of copies of the most recent
                  version (unless HBOC specifies a different available version)
                  of BP Software and Documentation for use by HBOC in accordance
                  with Section 3.1 within fifteen (15) days after the Effective
                  Date.

         5.2      New Releases. Business Partner shall deliver to HBOC, at no
                  additional charge and within thirty (30) days after general
                  availability by Business Partner a reasonable number of copies
                  of New Releases and Documentation related to such New Releases
                  for use by HBOC in accordance with Section 3.1.

         5.3      Customer Delivery. HBOC shall deliver the Integrated Software
                  to HBOC Customers subject to a Sublicense Agreement. HBOC
                  shall be responsible for installation and implementation at
                  HBOC Customer sites. HBOC may copy BP Software to electronic
                  media for delivery or may deliver BP Software and
                  Documentation via electronic interchange.

         5.4      Development and Delivery of Enhancements. Business Partner
                  shall use its best efforts to deliver the Enhancements
                  described on Exhibit G within ninety (90) days (but in any
                  case no later one hundred eighty (180) days) from the
                  Effective Date.

6.       MARKETING.

         6.1      Generally. HBOC will use reasonable efforts to market the
                  Integrated Software. It is the parties' intention that HBOC,
                  or its Affiliates or Distributors, be the single channel
                  through which HBOC Customers procure Integrated Software; and
                  that all agreements, licenses, orders and invoices for the
                  Integrated Software shall be by and between HBOC (or its
                  Affiliate or Distributor) and an HBOC Customer.
                  Notwithstanding the foregoing, if requested by the customer
                  Business Partner shall not be prohibited from fulfilling
                  orders for add-on sales to an HBOC Customer that is one of
                  Business Partner's existing customers listed on Exhibit J.
                  Business Partner shall at all times during the term of this
                  Agreement maintain policies and procedures with regard to its
                  sales force such that Business Partner's sales representatives
                  are given incentive and compensation for sales made by HBOC to
                  HBOC Customers.

         6.2      HBOC and Business Partner are both currently in the process of
                  developing and marketing solutions that, generally, may be
                  described as "enterprise master patient index" (EMPI)
                  solutions. By execution of this Agreement, the parties agree
                  to reduce the potential for channel conflict and further the
                  business relationship by exploring additional avenues to work
                  together. As such, the parties intend to reach agreement to
                  reduce the potential for conflicts within a period of ninety
                  (90) days following the Effective Date. The parties will use
                  reasonable efforts to share the necessary and appropriate
                  information about their respective EMPI products and
                  strategies in order to enter into a mutually acceptable
                  agreement.

                  In the event the parties are unable to reach a mutual
                  agreement within the time period specified above, Business
                  Partner shall immediately cease marketing of its EMPI product
                  and shall enter into an agreement (the "EMPI Agreement")
                  containing terms and conditions substantially similar to the
                  terms and conditions set forth in this Agreement, pursuant to
                  which Business Partner shall remarket and sublicense HBOC's
                  EMPI product. Unless otherwise expressly agreed, the EMPI
                  Agreement shall include the following provisions: (a) Business
                  Partner shall be permitted to support its own EMPI product
                  indefinitely for its existing customers, (b) Business Partner
                  shall remit to HBOC a royalty equal to {*}% of the list price
                  for sublicenses of HBOC's EMPI, except that the first
                  twenty-four (24) such sublicenses by Business Partner shall be
                  royalty-free, (c) Business Partner shall provide first level
                  support for its customers and shall be entitled to retain {*}%
                  of the maintenance fees associated with those sublicenses, and
                  (d) for a period of twenty four (24) months from the effective
                  date of the EMPI Agreement, Business Partner shall have a
                  royalty-free license to convert any of its existing EMPI
                  customers to HBOC's EMPI.



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         6.3      Marketing Activities. HBOC and Business Partner, as
                  appropriate, may perform some or all of the following
                  marketing activities:

                  6.3.1    Press Releases. Subject to each party's prior written
                           approval, issue a press release announcing the
                           creation of the marketing relationship and additional
                           press releases from time to time to publicize other
                           significant events regarding joint business
                           developments.

                  6.3.2    Marketing Collateral. Work together to develop
                           articles or entries regarding Integrated Software for
                           the HBOC marketing publications, including without
                           limitation: Fact Sheets, Business Partner Solutions
                           Directory, HBOC Sales Manual and For Your Arsenal,
                           and any other marketing publications released by HBOC
                           from time to time during the term of this Agreement.
                           HBOC shall include references to the BP Software in
                           presentations, as appropriate, and shall be
                           responsible for the design and development of
                           marketing collateral for the Integrated Software.

                  6.3.3    RFP Responses. Recommend Integrated Software as a
                           solution in responses to requests for proposals
                           ("RFP's") from HBOC Customers, provided Business
                           Partner cooperates with HBOC in the preparation of
                           such responses, such cooperation to include, without
                           limitation, ensuring the accuracy of HBOC's responses
                           to questions regarding BP Software contained in
                           RFP's, the development and update of standard
                           information required to support HBOC responses to
                           RFP's, and support to HBOC's RFP Specialists as
                           required in connection with clarifications to RFP
                           responses.

                  6.3.4    Demonstrations. Business Partner shall provide HBOC a
                           reasonable amount of sales support which may include
                           demonstrations of the BP Software, either at an HBOC
                           or HBOC Customer site, and attendance at sales
                           presentations by HBOC.

                  6.3.5    Representatives. Each party shall assign a
                           representative who shall serve as that party's
                           point-of-contact or facilitator between the parties
                           on all matters arising under this Agreement. The
                           representatives shall meet on a mutually agreed upon
                           basis to review and coordinate all activities under
                           this Agreement, including development, support,
                           marketing, and sales, and to amicably resolve any
                           disputes which may arise under this Agreement.

                  6.3.6    Sales Training and Assistance. From time to time and
                           at no charge to HBOC, upon mutually agreeable terms
                           and conditions, HBOC and Business Partner may
                           organize and hold sales training workshops for the BP
                           Software and/or the Integrated Software. Business
                           Partner agrees to respond timely and effectively to
                           reasonable requests for assistance from HBOC in order
                           to promote the license of the Integrated Software by
                           HBOC.

                  6.3.7    Business Partner Database. HBOC will include
                           information about Business Partner, BP Software and
                           Integrated Software in HBOC's Business Partner
                           Database for use by HBOC sales representatives,
                           Affiliates, Distributors and others.

                  6.3.8    Trade Show Attendance. Upon HBOC's reasonable
                           request, Business Partner shall participate with HBOC
                           at vendor fairs and healthcare informatics industry
                           trade shows, seminars and selected user group events.

                  6.3.9.   Web Page References. It is the intent of the parties
                           to establish a web page link on each party's home
                           page to the home page of the other party within a
                           reasonable period of time following execution of this
                           Agreement.

7.       BUSINESS PARTNER RESPONSIBILITIES. During the term of this Agreement,
         Business Partner shall provide the following support and resources to
         HBOC:

         7.1.     Technical Support for HBOC. Business Partner shall provide to
                  HBOC, at no additional charge, reasonable technical support
                  and consultation from Business Partner's designated offices by
                  way of telephone, bulletin boards or other electronic means,
                  to assist HBOC in the resolution of problems encountered by
                  HBOC or HBOC Customers in the operation, configuration,
                  implementation and support of BP Software seven (7) days per
                  week,



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                  twenty-four (24) hours each day. Such support shall include
                  commercially reasonable efforts by Business Partner to verify,
                  diagnose and correct errors and defects in the BP Software in
                  accordance with the support and escalation procedures set
                  forth at Exhibit H. Business Partner agrees to support the
                  release immediately prior to the New Release of the BP
                  Software for a minimum of twelve (12) months after the general
                  availability of a New Release.

                  7.1.1    Initial Staffing for HBOC Support Desk. Within
                           forty-five (45) days of the Effective Date and for a
                           period of one (1) year thereafter, Business Partner
                           shall provide to HBOC, at no additional charge, two
                           (2) qualified full-time personnel to reside at HBOC's
                           facilities in Atlanta, Georgia (Windward office) to
                           augment HBOC's staff in providing support to HBOC's
                           Customers regarding the BP Software. These Business
                           Partner personnel shall be available for emergency
                           after hours support twenty-four (24) hours per day,
                           seven (7) days per week as required. HBOC shall be
                           responsible for reasonable travel and lodging
                           expenses incurred by Business Partner under this
                           Section 7.1.1, which in any case shall not exceed one
                           thousand dollars ($1,000) per person per month.

         7.2      Pre-releases. Upon HBOC's reasonable request, Business Partner
                  shall provide newly developed or beta versions
                  ("Pre-releases") of BP Software for review, evaluation,
                  training and planning purposes, provided that HBOC makes
                  available to Business Partner a written critique of such
                  Pre-release software after completing its evaluation. Business
                  Partner shall make Pre-releases available to HBOC no later
                  than when Business Partner makes the same available to other
                  value added resellers of the BP Software. ANY PRE-RELEASE
                  SOFTWARE IS PROVIDED TO HBOC "AS IS" AND BUSINESS PARTNER
                  MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL IMPLIED
                  WARRANTIES REGARDING THE PRE-RELEASE SOFTWARE.

         7.3      Participation in Development. HBOC may participate in any
                  development councils or other customer steering committees
                  which Business Partner may establish to gather input for the
                  future direction and ongoing development of BP Software.
                  Business Partner shall also provide HBOC with frequent
                  communication regarding contemplated New Releases,
                  Enhancements, and other product directions, including
                  providing HBOC with copies of BP Software under development in
                  order that HBOC may fully utilize all the features of the BP
                  Software as early as is technically feasible, all of which
                  shall be provided to HBOC no later than provided to any third
                  party.

         7.4      HBOC Training. Business Partner shall provide to HBOC, at no
                  additional charge, adequate initial training and re-training
                  as reasonably necessary and requested by HBOC on the use,
                  operation and installation of BP Software. All training shall
                  be conducted by qualified personnel at such facilities and at
                  such times mutually agreed to by the parties, it being
                  contemplated that initially Business Partner's personnel shall
                  provide such training in one or more sessions at HBOC's
                  offices. Unless otherwise expressly agreed, travel and living
                  expenses incurred by each party in connection with the
                  training shall be the responsibility of the party incurring
                  the expenses.

         7.5      Professional Services. Business Partner shall make
                  professional services available to HBOC beyond the scope of
                  those provided in this Article 7 as set forth in Exhibit I.

         7.6      Continued Development of BP Software. Recognizing that a
                  significant portion of a customer's perceived value in any
                  software is the developer's continued investment in improved
                  and enhanced versions thereof, Business Partner shall devote
                  appropriate resources to developing improved and enhanced
                  versions of the BP Software (including versions designed to be
                  compatible with new hardware, database,
                  presentation/windowing, and operating system features and
                  versions with improved and additional features).

         7.7      Sale of Line of Business. In the event that HBOC should
                  transfer any line of business whose software products are
                  dependent on the BP Software, Business Partner shall not
                  unreasonably refuse to enter into a distributorship agreement
                  with the buyer of such product line on terms comparable to
                  Business Partner's then current terms for such a relationship.

8.       HBOC RESPONSIBILITIES. During the term of this Agreement, HBOC shall
         provide the following resources:

         8.1      Customer Support. HBOC shall provide HBOC Customer with their
                  sole contact point for maintenance and support, and may either
                  perform the installation of the Integrated Software and the
                  training of HBOC Customer personnel in



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                  the use of the Integrated Software or sub-contract with
                  Business Partner for such services. Business Partner shall
                  provide appropriate levels (both in quantities and experience)
                  of staff to support HBOC in answering technical questions, as
                  specifically set forth in Section 7.1 of this Agreement,
                  identifying and resolving errors in the BP Software, and
                  providing temporary solutions to BP Software errors which are
                  not immediately resolvable. In accordance with procedures
                  established by the parties, Business Partner shall prioritize
                  work on error corrections and shall from time to time provide
                  HBOC with New Releases incorporating such error corrections.

         8.2      New Releases. HBOC shall use reasonable efforts to incorporate
                  New Releases into the Integrated Software for distribution to
                  HBOC Customers which have purchased software support services
                  for the Integrated Software from HBOC. While it is the
                  parties' desire that the Integrated Software contain the New
                  Releases, they acknowledge that the Integrated Software is
                  complex and that such changes may require substantial
                  development efforts on behalf of HBOC, third parties and HBOC
                  Customers, and that whether the New Releases are incorporated
                  into the Integrated Software is in the sole discretion of
                  HBOC.

         8.3      Sublicense Agreement Enforcement. In the event HBOC becomes
                  aware of a breach of a Sublicense Agreement by an HBOC
                  Customer which affects Business Partner's rights it shall use
                  commercially reasonable efforts to enforce the terms of the
                  Sublicense Agreement, using no less efforts that HBOC would
                  use to protect its own rights under similar circumstances.

9.       PRICES AND PAYMENT.

         9.1      Customer Fees. HBOC shall unilaterally determine the fees to
                  be charged to HBOC Customers for the Integrated Software,
                  including without limitation, software license,
                  implementation, customization and support fees. There will be
                  no additional fees payable by HBOC for any Corrections
                  delivered to HBOC or HBOC Customers during the term of this
                  Agreement and for so long as support fees are paid to Business
                  Partner by or on behalf of HBOC Customers.

         9.2      Royalty and Royalty Reports. For each Sublicense granted
                  pursuant to this Agreement, Business Partner shall be entitled
                  to the applicable Royalty, as set forth in Exhibit C. HBOC
                  shall report Royalties due Business Partner for each calendar
                  quarter within thirty (30) days following the last day of the
                  quarter (e.g., a royalty report for the calendar quarter
                  beginning January 1 and ending March 31 would be due on April
                  30). Such royalty report shall include the following
                  information for each Sublicense: HBOC Customer name and
                  address, BP Software and Integrated Software licensed,
                  effective date of the Sublicense Agreement, Royalty and
                  software support fees due Business Partner, and an estimated
                  effective date for the commencement of software support
                  services. Upon receipt of a royalty report, Business Partner
                  shall issue an invoice to HBOC for the total Royalties and for
                  that portion of the software support fees which are due and
                  payable. Payments shall be made within thirty (30) days
                  following HBOC's receipt of the invoice. The identities of
                  HBOC Customers disclosed in the royalty report shall be deemed
                  Proprietary Information for purposes of this Agreement.

         9.3      Software Support Fee. In consideration for the technical
                  support provided by Business Partner pursuant to Section 7.1,
                  HBOC shall pay Business Partner a software support fee as set
                  forth in Exhibit C. No software support fee shall be due to
                  Business Partner for Sublicenses which are not supported by
                  HBOC. The software support fees shall be paid by HBOC on an
                  annual basis beginning March 1 of each year during the term of
                  this Agreement.

         9.4      Business Partner Prices; Discounts. Current Agreement List
                  Prices for BP Software and support and maintenance for the BP
                  Software are set forth on Exhibit B. Business Partner reserves
                  the right to increase these Agreement List Prices no more than
                  once in any consecutive twelve (12) month period, upon at
                  least 120 days prior written notice to HBOC; however, there
                  will be no increase during the first twelve months of the term
                  of this Agreement. No annual increase for any prices shall
                  exceed the lesser of (i) an amount no greater than the
                  percentage of any increase over the preceding 12-month period
                  in the Consumer Price Index or (ii) five percent (5%), and
                  during the Initial Term of this Agreement, the cumulative
                  increases will not exceed {*}. The List Price in effect when
                  the HBOC Customer enters into the Sublicense Agreement shall
                  control, except that where HBOC (or its Affiliate or
                  Distributor) has quoted a price and the HBOC Customer enters
                  into a Sublicense Agreement within 120 days of such quotation
                  and a price increase would otherwise go into effect, the List
                  Price in effect as of the date of such quote shall be used. In
                  the event Business Partner provides discounts


                                     Page 8
<PAGE>   9

                  greater than the discounts provided herein to any similarly
                  situated so-called reseller or distributor, HBOC shall be
                  entitled to receive the benefit of such discount for as long
                  as such discount is in effect. Business Partner shall notify
                  HBOC of all such transactions for which HBOC either qualifies
                  or which it might qualify for if it agreed to the conditions
                  of such other transaction.


         9.5      Payment Terms; Conversion Methods.

                  9.5.1    HBOC shall collect all fees directly from HBOC
                           Customers and distribute Business Partner's portion
                           of such fees to Business Partner. Except as otherwise
                           permitted herein, HBOC shall pay all invoices
                           submitted by Business Partner within thirty (30) days
                           of receipt. In addition, HBOC reserves the right to
                           withhold payment to Business Partner for other
                           invoices, in whole or in part, which HBOC disputes in
                           good faith and in writing to Business Partner. The
                           parties agree to use reasonable efforts to settle
                           such payment disputes. If HBOC, in its reasonable
                           discretion, must refund all or a portion of the fees
                           collected for BP Software to an HBOC Customer and
                           Business Partner has been paid by HBOC in accordance
                           with this section, then HBOC shall deduct from the
                           next payment to Business Partner the amounts refunded
                           to the HBOC Customer.

                  9.5.2    For the purposes of calculating currency conversions
                           in the event Business Partner establishes different
                           prices in different countries HBOC shall either use
                           the method it uses for its own internal accounting,
                           which must conform to Generally Accepted Accounting
                           Principles (GAAP), or an exchange rate for each
                           calendar month based upon the exchange rates printed
                           in The Wall Street Journal (Eastern Edition) on the
                           last day in each calendar quarter. Business Partner's
                           List Prices outside of the United States for
                           countries in which Business Partner does not have a
                           distributor shall not exceed the ratio established by
                           HBOC for its products in such country compared to its
                           United States charges. Business Partner may from time
                           to time obtain such ratios from HBOC which shall be
                           binding on the parties until a new ratio is
                           established by notice from HBOC or upon Business
                           Partner's request.

         9.6      Taxes. HBOC shall be responsible for payment of any sales or
                  use or similar taxes (except those based on income to Business
                  Partner) relating to the Sublicenses.

         9.7      Expenses. Except as otherwise specified in this Agreement or
                  agreed to by the parties, each party shall be solely
                  responsible for its own travel and out-of-pocket expenses
                  incurred in the performance of its obligations under this
                  Agreement.

10.      PROPRIETARY RIGHTS AND CONFIDENTIALITY.

         10.1     Ownership and Protection. Each party agrees that it has no
                  interest in or right to use the Proprietary Information of the
                  other except in accordance with the terms of this Agreement.
                  Each party acknowledges that it may disclose Proprietary
                  Information to the other in the performance of this Agreement.
                  The party receiving the Proprietary Information shall: (i)
                  maintain it in strict confidence and take all reasonable steps
                  to prevent its disclosure to third parties, except to the
                  extent necessary to carry out the purposes of this Agreement,
                  in which case these confidentiality restrictions shall be
                  imposed upon the third parties, through written agreement with
                  said third parties, to whom the disclosures are made, (ii) use
                  at least the same degree of care as it uses in maintaining the
                  secrecy of its own Proprietary Information (but no less than a
                  reasonable degree of care) and (iii) prevent the removal of
                  any proprietary, confidential, copyright, patent, patent
                  pending, or trademark notices placed on the Proprietary
                  Information. Proprietary Information shall be maintained as
                  confidential during the term of this Agreement and for a
                  period of two (2) years after expiration or earlier
                  termination of this Agreement, except that any and all
                  Proprietary Information which constitutes a trade secret shall
                  be maintained as confidential for as long as such Proprietary
                  Information remains a trade secret.


         10.2     Limitation. Neither party shall have any obligation concerning
                  any portion of the Proprietary Information of the other which:
                  (i) is publicly known prior to or after disclosure hereunder
                  other than through acts or omissions attributable to the
                  recipient or its employees or representatives; (ii) as
                  demonstrated by prior written records, is already known to the
                  recipient at the time of disclosure hereunder; (iii) is
                  disclosed in good faith to the recipient



                                     Page 9
<PAGE>   10

                  by a third party having a lawful right to do so; or (iv) is
                  the subject of written consent of the party which supplied
                  such information authorizing disclosure; or (v) is required to
                  be disclosed by the receiving party by applicable law or legal
                  process, provided that the receiving party shall immediately
                  notify the other party so that it can take steps to prevent
                  its disclosure.

         10.3     Remedies for Breach. In the event of a breach of this Article
                  10, the parties agree that the non-breaching party may suffer
                  irreparable harm and the total amount of monetary damages for
                  any injury to the non-breaching party may be impossible to
                  calculate and may therefore be an inadequate remedy.
                  Accordingly, the parties agree that the non-breaching party
                  may be entitled to temporary, preliminary and permanent
                  injunctive relief against the breaching party, its officers or
                  employees, in addition to such other rights and remedies to
                  which it may be entitled at law or in equity.

         10.4     Rights to Additional Applications. Business Partner
                  acknowledges that HBOC shall have the right (without
                  obligation to Business Partner) to develop and market software
                  which operates in conjunction with the BP Software (but does
                  not include the BP Software) which performs other
                  applications, interfaces the BP Software to other software, or
                  improves the ease of use of the BP Software (such as front-end
                  software); even though such software requires the BP Software
                  to operate. Nothing in this Agreement shall be construed as
                  restraining the either party or its Affiliates from developing
                  or otherwise acquiring for its own purposes or for marketing
                  computer software similar or identical in function to that of
                  the other party, except that such development shall not make
                  use of any Proprietary Information disclosed pursuant to this
                  Agreement and that such computer software shall not violate
                  any intellectual property rights of the other party.

11.      WARRANTIES.

         11.1     Business Partner Warranties.

                  11.1.1   Warranties of Authority and Title. Business Partner
                           hereby warrants and represents that (i) it is a
                           corporation duly organized, validly existing and in
                           good standing under the laws of the state in which it
                           was organized and has full power and authority to
                           enter into and consummate the transactions
                           contemplated in this Agreement; (ii) the execution,
                           delivery and performance of this Agreement does not
                           violate the terms of any security agreement, license,
                           or any other contract or written instrument to which
                           Business Partner is bound; (iii) the BP Software does
                           not infringe any patent, trademark, copyright or
                           trade secret of a third party; and (iv) it is not
                           aware of any third party infringing on the rights of
                           Business Partner with respect to the BP Software.

                  11.1.2   Product Warranties. Business Partner hereby warrants
                           and represents that BP Software, including all
                           modifications, Corrections, Enhancements and New
                           Releases will have the functions and features and
                           perform in material respects as described in the
                           Documentation and other marketing material provided
                           to HBOC or to HBOC Customers by Business Partner
                           during the term of this Agreement. Business Partner
                           further warrants that prior to delivery, the BP
                           Software has been audited and tested in accordance
                           with Business Partner's internal quality control
                           processes and will be free from any virus, worm, trap
                           door, back door, timer, clock, counter or other
                           limiting routine, instruction or design that would
                           erase data or programming or otherwise cause the BP
                           Software or HBOC Software to become inoperable or
                           incapable of being used in accordance with its
                           documentation, and that the BP Software contains no
                           third party software which would require HBOC to
                           agree to any terms and conditions in addition to
                           those set forth in this Agreement. In the event that
                           the BP Software fails to conform to such warranties,
                           Business Partner shall promptly and continuously
                           provide such software support as necessary to cause
                           the BP Software to perform as warranted. Business
                           Partner warrants that the BP Software shall meet all
                           Federal, state and local laws regulations and
                           policies. HBOC agrees not to make any representations
                           or warranties with respect to the BP Software other
                           than the limited warranties made by Business Partner
                           herein.

                  11.1.3   Pass-Through Warranty. HBOC may assign to HBOC
                           Customers to whom it has granted Sublicenses, its
                           rights in, to and under the warranties and
                           infringement indemnification set forth in this
                           Article 11, and upon such assignment, such HBOC
                           Customers shall have the benefit of the warranties
                           and be subject to the limitations thereon.



                                    Page 10
<PAGE>   11

                  11.1.4   Business Partner Disclaimer. EXCEPT AS EXPRESSLY
                           PROVIDED IN THIS ARTICLE 11 OR OTHERWISE UNDER THIS
                           AGREEMENT (OR ANY OTHER AGREEMENT BETWEEN THE
                           PARTIES) OR IN ANY OTHER BUSINESS PARTNER MATERIALS
                           OR DOCUMENTATION PROVIDED TO LICENSEES OF BP
                           SOFTWARE, BUSINESS PARTNER DISCLAIMS ALL OTHER
                           WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR
                           CUSTOM, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF
                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                  11.1.5   Year 2000 Warranty: Both parties warrant that the
                           occurrence in or use by any of its software included
                           in the Integrated Software of dates on or after
                           January 1, 2000 (the "Millennial Dates") will not
                           adversely affect the performance of its Software with
                           respect to date-dependent data, computations, output
                           or other functions (including, without limitation,
                           calculating, computing or sequencing), and its
                           Software will create, store and generate output data
                           related to or including the Millennial Dates without
                           errors or omissions. In the event that BP Software
                           fails to conform to such warranty, Business Partner
                           shall provide software support as necessary to cause
                           BP Software to conform to such warranty. In the event
                           that HBOC's software fails to conform to such
                           warranty, HBOC shall indemnify, defend, and hold
                           harmless Business Partner from any claims, demands,
                           liabilities, losses, damages, judgments, or
                           settlements, including all reasonable costs and
                           expenses related thereto including attorney's fees,
                           directly or indirectly resulting from any claimed
                           breach of such warranty.


         11.2     HBOC Warranties.

                  11.2.1   Warranties of Authority. HBOC hereby warrants and 
                           represents that (i) it is a corporation duly 
                           organized, validly existing and in good standing 
                           under the laws of the state in which it was organized
                           and has full power and authority to enter into and 
                           consummate the transactions contemplated in this
                           Agreement; and (ii) the execution and performance of 
                           this Agreement does not violate the terms of any 
                           security agreement, license, or any other contract or
                           written instrument and that it possesses or will 
                           possess, prior to granting the first Sublicense, the 
                           appropriate licenses and agreements with third 
                           parties necessary for the development and 
                           distribution of the Integrated Software.

                  11.2.2   HBOC Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS
                           SECTION 11.2 OR OTHERWISE UNDER THIS AGREEMENT (OR 
                           ANY OTHER AGREEMENT BETWEEN THE PARTIES) HBOC 
                           DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
                           ARISING BY LAW OR CUSTOM, INCLUDING BUT NOT LIMITED 
                           TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A 
                           PARTICULAR PURPOSE.

12.      INTELLECTUAL PROPERTY INDEMNIFICATION.

         Business Partner shall indemnify, defend and hold harmless HBOC, its
         Affiliates and Distributors, and HBOC Customers and their officers,
         directors, employees agents and affiliates (collectively, for purposes
         of this Section 12, "HBOC Persons") from all damages, liabilities and
         expenses (and all legal costs including attorneys' fees, court costs,
         expenses and settlements resulting from any action or claim) arising
         out of, connected with or resulting in any way from: (i) any allegation
         that the possession, distribution or use (by HBOC, its Affiliates,
         Distributors or HBOC Customers) of BP Software infringes a patent,
         trademark, copyright, trade secret or other intellectual property right
         of a third party and (ii) the performance or use of BP Software (by
         HBOC, its Affiliates, Distributors or HBOC Customers). If any such
         claim or proceeding arises, HBOC Persons seeking indemnification
         hereunder shall give timely notice of the claim to Business Partner
         after it receives actual notice of the existence of the claim. Business
         Partner shall have the option, at its expense, to employ counsel
         reasonably acceptable to HBOC Persons to defend against such claim and
         to compromise, settle or otherwise dispose of the claim; provided,
         however, that no compromise or settlement of any claim admitting
         liability of or imposing any obligations upon HBOC Persons may be
         affected without the prior written consent of HBOC Persons. In
         addition, and at the option and expense of Business Partner, Business
         Partner may, at any time after any such claim has been asserted, and
         shall, in the event any BP Software is held to constitute an
         infringement, either procure for HBOC Persons the right to continue
         using that the BP Software, or replace or modify the BP Software so
         that it becomes non-infringing, provided that such replacement or
         modified BP Software has the same functional characteristics as the
         infringing BP Software, or, if the prior two remedies are



                                    Page 11
<PAGE>   12

         commercially impractical, refund to HBOC all fees, costs, and charges
         paid by HBOC to Business Partner for that BP Software and any other BP
         Software reasonably rendered ineffective as the result of said
         infringement. HBOC shall cooperate fully in such actions, making
         available books or records reasonably necessary for the defense of such
         claim. If Business Partner refuses to defend or does not make known to
         HBOC Persons its willingness to defend against such claim within ten
         (10) days after it receives notice thereof, then HBOC Persons shall be
         free to investigate, defend, compromise, settle or otherwise dispose of
         such claim in its best interest and incur other costs in connection
         therewith, all at the expense of Business Partner.

13.      LIMITATION OF LIABILITY.

         13.1.    Exclusion of Consequential Damages. NEITHER PARTY WILL BE
                  LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL
                  DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS
                  OF THE OTHER PARTY OR ITS CLIENTS OR CUSTOMERS (INCLUDING
                  WITHOUT LIMITATION CLAIMS FOR GOODWILL, LOST PROFITS OR USE OF
                  MONEY) ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTIES,
                  BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT
                  LIABILITY IN TORT OR OTHERWISE IN CONNECTION WITH OR ARISING
                  OUT OF THIS AGREEMENT, EXCEPT ONLY IN THE CASE OF PERSONAL
                  INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES
                  SUCH LIABILITY; PROVIDED, HOWEVER, THAT NOTHING CONTAINED
                  HEREIN SHALL IMPAIR OR LIMIT BUSINESS PARTNER'S
                  INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.

         13.2.    Limitation of HBOC's Obligations. HBOC reserves the right to
                  withhold service or otherwise cease performance of its
                  development, marketing, maintenance and support obligations
                  hereunder with respect to any HBOC Customer which is found by
                  HBOC to be in default or breach of any agreement with HBOC.
                  Upon such cessation of services to an HBOC Customer, HBOC
                  shall be relieved of its performance obligations contained in
                  this Agreement with respect to such HBOC Customer, and shall
                  not be found to be in breach of this Agreement by Business
                  Partner. HBOC's aggregate liability to Business Partner for
                  damages concerning performance or nonperformance by HBOC or in
                  any way related to the subject matter of this Agreement,
                  regardless of whether the claim for such damages is based on
                  contract or tort, shall not exceed the amount received by
                  Business Partner from HBOC during the previous twelve months
                  for the BP Software giving rise to such claim.

         13.3     Limitation of Business Partner Obligations. Business Partner
                  reserves the right to withhold performance hereunder with
                  respect to any HBOC Customer which is found by HBOC to be in
                  default or breach of any agreement with HBOC. HBOC shall
                  promptly notify Business Partner of any such HBOC Customer.
                  Upon cessation of services by HBOC pursuant to Section 13.2,
                  Business Partner shall be relieved of its obligations
                  contained in this Agreement with respect to said HBOC
                  Customer. Business Partner's aggregate liability to HBOC for
                  damages concerning performance or nonperformance by Business
                  Partner or in any way related to the subject matter of this
                  Agreement, regardless of whether the claim for such damages is
                  based on contract or tort, shall not exceed, with respect to
                  each HBOC Customer, the amount received by Business Partner
                  from HBOC for BP Software sublicensed to each said respective
                  HBOC Customer.

14.      TERMINATION; DISPUTE RESOLUTION.

         14.1     Early Termination. Either party may terminate this Agreement
                  immediately by notice to the other party upon the occurrence
                  of any of the following events of default by the other party:

                  (i)    The other party fails to observe, perform or fulfill
                           any of its obligations or warranties (other than
                           confidentiality obligations) under the Agreement and
                           fails to cure such default within thirty (30) days
                           after the non-defaulting party gives notice of such
                           failure;

                  (ii)   The other party fails to observe, perform or fulfill
                           any confidentiality obligation imposed hereunder and
                           fails to cure such default within ten (10) days after
                           the non-defaulting party gives notice of such
                           failure;

                  (iii)  The other party's business is liquidated, dissolved
                           or suspended;



                                    Page 12
<PAGE>   13

                  (iv)   The other party is prevented from performing any of
                           its material obligations hereunder for more than
                           ninety (90) days due to an event beyond its
                           reasonable control as described in Section 15.12; or

                  (v)    Any representation or warranty made herein by the
                           other party is false or misleading in any material
                           respect as of the date on which it was made or
                           becomes false or misleading in any material respect
                           at any time thereafter.

         14.1.1   Termination By Either Party. Either party may terminate this
                  Agreement without cause at the halfway point {*} years of the
                  Initial Term by providing at least six (6) months written
                  notice to the other party.

         14.2     Termination by HBOC. HBOC may, in its reasonable discretion,
                  terminate this Agreement immediately by providing notice to
                  Business Partner upon the occurrence of a change in the direct
                  or indirect ownership or control of Business Partner which in
                  HBOC's opinion may adversely affect HBOC's rights, goodwill,
                  HBOC Customer relationships or competitive position.

         14.3     Obligations After Expiration or Termination. Upon the
                  expiration or termination of this Agreement for any reason:

                  (i)    Except as otherwise specified below in clause (ii),
                         each party will promptly cease using and destroy or
                         return to the other party all advertisements and
                         promotional materials that bear a trademark of the
                         other party and all Proprietary Information of such
                         other party.

                  (ii)   HBOC may retain the BP Software and other Proprietary
                         Information provided by Business Partner during the
                         term of this Agreement solely for the purpose of
                         performing the functions permitted under this Agreement
                         as necessary to fulfill the provisions of Sublicense
                         Agreements existing on the date of expiration or
                         termination until such time as the last Sublicense
                         Agreement expires or terminates.

                  (iii)  Business Partner shall continue to perform all
                         applicable warranty and technical support and other
                         obligations regarding that BP Software in accordance
                         with the provisions of this Agreement for the fees
                         negotiated in this Agreement as necessary to enable
                         HBOC to fulfill the provisions of Sublicense Agreements
                         existing on the date of expiration or termination of
                         this Agreement until such time as the last Sublicense
                         Agreement expires or terminates.

                  (iv)   HBOC Customers may continue to use the BP Software
                         provided to them pursuant to this Agreement, so long as
                         such HBOC Customers have in effect a Sublicense
                         Agreement on the effective date of expiration or
                         termination of this Agreement.

         14.4     Survival. The following provisions of the Agreement shall
                  survive expiration or termination of this Agreement: Articles
                  4, 10, 12 and 14 and Sections 9.1, 9.3, 9.6, 9.7, and 15.4.

         14.5     Dispute Resolution. Except when seeking equitable relief, in
                  the event of a dispute between the parties and for which
                  dispute the parties are unable to reach a mutually agreeable
                  resolution, the dispute shall be submitted to arbitration
                  under the commercial arbitration rules of the American
                  Arbitration Association then in effect. There shall be one
                  arbitrator mutually agreed to by both parties; such arbitrator
                  shall have experience in the area of controversy. After the
                  hearing, the arbitrator shall decide the controversy and
                  render a written decision setting forth the issues
                  adjudicated, the resolution thereof and the reasons for the
                  award. The award of the arbitrator shall be conclusive. Each
                  party shall be responsible for its own attorney's fees in
                  connection with the arbitration. Payment of the expenses of
                  arbitration, including the fee of the arbitrator and exclusive
                  of the attorney's fees of the parties, shall be borne equally
                  by the parties.


15.      MISCELLANEOUS PROVISIONS.

         15.1     Independent Contractors. It is expressly agreed that Business
                  Partner and HBOC are acting under this Agreement as
                  independent contractors, and the relationship established
                  under this Agreement shall not be construed as a partnership,
                  joint venture or other form of joint enterprise, nor shall one
                  party be considered an



                                    Page 13
<PAGE>   14

                  agent of the other. Neither party is authorized to make any
                  representations or create any obligation or liability,
                  expressed or implied, on behalf of the other party, except as
                  may be expressly provided for in this Agreement.

         15.2     Comparable Terms. The List Prices and Royalties of this
                  Agreement shall not at any time be less favorable than any
                  price terms offered by Business Partner to any
                  similarly-situated third party which distributes BP Software
                  in comparable volumes. In the event that Business Partner
                  offers any third party more favorable price or non-price terms
                  than those offered hereunder to HBOC, the Business Partner
                  shall so notify HBOC, and the more favorable terms shall be
                  immediately extended to HBOC.

         15.3     Non-Exclusive. The parties reserve the right to enter into
                  similar agreements with third parties for the purpose of
                  marketing and distributing their respective products which are
                  the subject of this Agreement or any other products providing
                  the same or similar functions.

         15.4     Access to Books and Records. The parties shall keep complete,
                  accurate, and up-to-date books and records in accordance with
                  generally accepted accounting principles and sound business
                  practices covering all transactions relating to this
                  Agreement. Either party and/or its qualified authorized
                  representatives shall upon reasonable notice have the right
                  (not more than once annually) to inspect, audit, and/or copy
                  appropriate records in order to determine whether all
                  provisions of this Agreement have been met. The parties agree
                  that all information and records obtained in such audit shall
                  be considered Proprietary Information and that individuals
                  performing such audits shall be required to execute
                  confidentiality agreements pertaining to the Proprietary
                  Information (and including provisions substantially similar to
                  the provisions herein relating to the Proprietary Information)
                  prior to the performance of any such audits. This right to
                  audit shall be available to either party for up to two (2)
                  years following the termination or expiration of this
                  Agreement.

         15.5     Omnibus Reconciliation Act of 1980. If the provisions of
                  Section 952 of the Omnibus Reconciliation Act of 1980, as
                  amended (currently codified at 42 U.S.C. 1395x(v)1(I)), are or
                  become applicable to this Agreement, then, until the
                  expiration of four (4) years after the furnishing of services
                  pursuant to this Agreement, Business Partner shall, upon
                  written request, make available to the Secretary of Health and
                  Human Services, the U. S. Comptroller General, or any other
                  duly authorized representative of the federal government, the
                  contracts and books, documents and records of Business Partner
                  that are necessary to certify the nature and extent of costs
                  related to this Agreement.

         15.6     Compliance with Laws. Both parties, their employees and agents
                  shall comply with applicable federal, state and local laws,
                  ordinances, regulations and codes, including the
                  identification and procurement of required permits,
                  certificates, approvals and inspections, in the performance of
                  this Agreement.

         15.7     Export Assurance. HBOC hereby acknowledges and agrees that it
                  will first obtain any export license or approval required by
                  the United States Department of Commerce pursuant to the
                  Export Administrative Regulation prior to exporting the
                  Integrated Software. HBOC shall indemnify, defend and hold
                  harmless Business Partner from all damages, liabilities, and
                  expenses (and all legal costs including attorneys' fees, court
                  costs, expenses and settlements resulting from any action or
                  claim) arising out of, connected with or resulting in any way
                  from HBOC's failure to comply with any export laws or
                  regulations.

         15.8     Headings/Days. The headings of the paragraphs of this
                  Agreement are for convenience only and shall not be a part of
                  or affect the meaning or interpretation of this Agreement. All
                  references to "days" within this Agreement shall mean days
                  during the standard business work week, excluding Saturdays
                  and Sundays and including holidays of any kind.

         15.9     Exhibits. This Agreement incorporates the attached Exhibits A,
                  B, C, D, E, F, G, H, and I and any subsequent Exhibits or
                  schedules referencing this Agreement.

         15.10    Non-Solicitation of Employees. During the term of this
                  Agreement and for a period of one (1) year thereafter, each
                  party agrees that without the other party's prior written
                  consent neither it nor its Affiliates shall solicit, hire or
                  otherwise retain as an employee or independent contractor any
                  person who during the previous twelve (12) months was an
                  employee of the other party.



                                    Page 14
<PAGE>   15

         15.11    Assignment. This Agreement and any interest hereunder shall
                  inure to the benefit of and be binding upon the parties and
                  their respective successors, legal representatives and
                  permitted assigns. Upon prior notice to the other party,
                  either party may assign this Agreement: (i) to any legal
                  entity in connection with the merger or consolidation of the
                  assigning Party into such entity or the sale of all or
                  substantially all of the assets of the assigning Party to such
                  entity or (ii) to any direct or indirect subsidiary of the
                  assigning party in connection with any corporate
                  reorganization. Except as stated in the previous sentence,
                  neither party may assign or delegate this Agreement without
                  the other party's prior written consent, which consent shall
                  not be unreasonably withheld. Any attempt to assign, delegate
                  or otherwise transfer the Agreement in violation of this
                  Section 15.11 is voidable by the other party.

         15.12    Force Majeure. Neither party shall be responsible or
                  considered in breach of this Agreement for any delay or
                  failure in the performance of any obligation of this Agreement
                  to the extent that such failure or delay is caused by acts of
                  God, fires, explosions, labor disputes, accidents, civil
                  disturbances, material shortages or other similar causes
                  beyond its reasonable control, even if such delay or failure
                  is foreseeable. Provided, however, that the non-performing
                  party provides notice of such cause preventing or delaying
                  performance and resumes its performance as soon as practicable
                  and provided further that the other party may terminate this
                  Agreement upon notice if such non-performance continues for a
                  period of ninety (90) days.

         15.13    Governing Law; Statute of Limitations. The validity and
                  construction of this Agreement shall be governed by, subject
                  to and construed in accordance with the laws of the state of
                  Georgia, excluding its conflicts of law rules. Subject to
                  Section 14.5, in the event either party employs attorneys to
                  enforce any right arising out of or relating to this
                  Agreement each party shall be responsible for its own
                  attorney's fees and costs. Any claim arising out of or
                  relating to this Agreement shall be commenced within one year
                  of the date upon which the cause of action accrued (or, if one
                  year is shorter than the maximum allowed by law, then the
                  maximum period allowed by law shall apply).

         15.14    Notices. All notices, requests, demands and other
                  communications (collectively, "Notices") required or permitted
                  by this Agreement shall be in writing and shall be delivered
                  by hand, telex, telegraph, facsimile or like method of
                  transmission or mailed by registered or certified mail, return
                  receipt requested, first class postage prepaid, addressed as
                  follows:









                                    Page 15
<PAGE>   16


         A. If to HBOC:

         HBO & Company of Georgia
         301 Perimeter Center North
         Atlanta, Georgia  30346
         Attn: General Counsel
         FAX: 404/393-6092
                            with a copy to: Vice President, Business Development

         B.  If to Business Partner:

         Healthdyne Information Enterprises, Inc.
         1850 Parkway Place, Suite 1100
         Marietta, Georgia  30067
         Attn: President and Chief Executive Officer
         FAX:  770/423-8580

         If delivered by hand, telex, telegraph, facsimile or like method of
                  transmission, the date on which a Notice is actually delivered
                  shall be deemed the date of receipt and if delivered by mail,
                  the date on which a Notice is actually received shall be
                  deemed the date of receipt. Either party may change the
                  address or designated person for receiving Notices by
                  providing notice in accordance with this Section 15.14.

         15.15    Severability. If any term of this Agreement is held as invalid
                  or unenforceable, the remainder of this Agreement shall not be
                  affected, and each term and provision shall be valid and
                  enforced to the fullest extent permitted by law.

         15.16    Entire Agreement/Amendments. This Agreement, including all
                  Exhibits attached hereto, contains the entire agreement
                  between the parties and supersedes all prior and
                  contemporaneous proposals, discussions and writings by and
                  between the parties and relating to the subject matter hereof.
                  None of the terms of this Agreement shall be deemed to be
                  waived by either party or amended or supplemented unless such
                  waiver, amendment or supplement is written and signed by both
                  parties. The invalidity or unenforceability of any particular
                  provision of this Agreement, as determined by any court of
                  competent jurisdiction or any appropriate legislature, shall
                  not affect the other provisions hereof, and this Agreement
                  shall be construed in all respects as if such invalid or
                  unenforceable provision had been omitted. No usage of trade or
                  industry course of dealing shall be relevant to explain or
                  supplement any term expressed in this Agreement.





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

HBO & COMPANY OF GEORGIA                HEALTHDYNE INFORMATION ENTERPRISES, INC.


Signature:  /s/ Albert J. Bergonzi      Signature:  /s/ Robert I. Murrie
          --------------------------              -----------------------------
By:                                     By:
   ---------------------------------       ------------------------------------
Title:  President                       Title:  President

Date:  9/8/98                           Date:  9/8/98








                                    Page 16
<PAGE>   17


                                                                       EXHIBIT A

                                   BP SOFTWARE



<TABLE>
<CAPTION>
BP SOFTWARE ID             DESCRIPTION                                                 PLATFORM AVAILABILITY*
---------------------------------------------------------------------------------------------------------------
<S>                        <C>                                                        <C>
HIE-001                    Cloverleaf(R) Integration Engine Tool                          1,2,3,4,5
HIE-001-HA                 Cloverleaf(R) HACMP (High Availability)                        1,2,3
HIE-001DV                  Cloverleaf(R)_Testing & Development License                    1,2,3,4,5
HIE-006                    Cloverleaf(R) 6-Server pack (single customer)                  1,2,3,4,5
HIE-012                    Cloverleaf(R)_12-Server pack (single customer)                 1,2,3,4,5
HIE-001DB                  Cloverleaf(R)_ODBC Single Client Driver                        1,2,5
HIE-002                    Cloverleaf(R)_Gateway (runtime)                                1,2,3,4,5
HIE-003                    Cloverleaf(R)_Gateway 10-Server pack (single customer)         1,2,3,4,5 HIE-001-LTD*
                           Cloverleaf(R) Integration Engine Tool Limited Use              1,2,3,4,5
HIE-001-LTD-RMG**          Cloverleaf(R) Integration Engine Tool Limited Use for RMG      1,2,3,4,5
</TABLE>



PLATFORMS:

<TABLE>
<CAPTION>
         VENDOR                        O/S
         ---------------------------------
<S>      <C>                           <C>
1.       Hewlett Packard               HP-UX
2.       IBM                           AIX
3.       Digital                       Digital UNIX
4.       Data General                  DG-UX (Intel)***
5.       (Intel)                       Windows NT
</TABLE>


*    Limited Use version restricts to ten (10) the number of connections to
     non-HBOC software applications

**   Limited Use version for RMG restricts the customer to interfaces only
between HBOC's Resource Management Group (RMG) Products and other software
products or applications. RMG Products means, collectively, the following HBOC
software applications (which list may be modified or added to from time to time
upon mutual written agreement of HBOC and Business Partner):

1.  ESi Enterprise Scheduling (ES)
2.  Pathways Materials Management
3.  Pathways Financial Management
4.  Nova
5.  Titan
6.  Orbit
7.  Pathways Staff Scheduling (formerly ESP)
8.  CCS (group reporting module)
9.  TS2000 (TouchScan 2000 floor issuing)
10. Matkon

*** Business Partner is to port Cloverleaf to Data General platform as per terms
and conditions of this Agreement





                                    Page 17
<PAGE>   18


                                                                       EXHIBIT B

                              AGREEMENT LIST PRICES

{*} THE NEXT FOUR PAGES HAVE BEEN REDACTED IN ACCORDANCE WITH THE COMPANY'S
REQUEST FOR CONFIDENTIAL TREATMENT.





















                                    Page 18
<PAGE>   19


                                                                       EXHIBIT C

                          ROYALTIES & MAINTENANCE FEES



{*} THIS PAGE HAS BEEN REDACTED IN ACCORDANCE WITH THE COMPANY'S REQUEST FOR
CONFIDENTIAL TREATMENT.




















                                    Page 19
<PAGE>   20



                                                                       EXHIBIT D

                            REQUIRED SUBLICENSE TERMS

The provisions of HBOC's form of Information Systems Agreement in use in the
country in which the Integrated Software will be licensed shall be used by HBOC
or its Affiliates or distributors. Those provisions shall include terms
providing, at minimum, protection for Business Partner's rights and interests,
including but not limited to terms related to intellectual property, Proprietary
Information, warranties, disclaimers, limitations of liability, statutes of
limitation, and indemnification, that are substantially similar to and not
inconsistent with similar terms included herein.
































                                    Page 20
<PAGE>   21

                                                                       EXHIBIT E

                                    TERRITORY

                                    Worldwide





















                                    Page 21
<PAGE>   22


                                                                       EXHIBIT F

                  BUSINESS PARTNER TRADEMARK/LOGO REQUIREMENTS


                  (TO BE SUPPLIED BY BUSINESS PARTNER TO HBOC)












                                    Page 22
<PAGE>   23


                                                                       EXHIBIT G

                          ENHANCEMENTS TO BE DEVELOPED

      (THIS EXHIBIT G REFERENCES AND INCLUDES THE ATTACHED EIGHT (8) PAGES)


Business Partner shall port the Cloverleaf(R) Integration Engine to the
Intel-based Data General UNIX platform and shall make this version of the BP
Software available to HBOC under the terms and conditions of this Agreement. As
with other versions of the BP Software, the Data General UNIX version shall be
tested and certified in accordance with Business Partner's standard policies and
procedures.

In addition, Business Partner shall develop the interfaces described on the
attached seven (7) pages and shall make them available to HBOC in conjunction
with the BP Software being provided under the terms and conditions of this
Agreement. HBOC shall provide reasonable assistance to Business Partner in this
effort which shall include (a) providing specifications for the applicable HBOC
Software, (b) providing other product specifications known to HBOC (c) providing
a development environment at HBOC's facilities to accommodate Business Partner.
Although these interfaces shall be developed and provided to HBOC free of
charge, HBOC shall pay any travel and lodging expenses incurred by Business
Partner in this effort.














                                    Page 23
<PAGE>   24

                     PRIORITIZED INTERFACE MAPPINGS FOR HNS


<TABLE>
<CAPTION>
  FORMAT         TYPE       DIRECTION   INTERIM      DIRECTION      TYPE         FORMAT    DATA CHGS  SEQ          NOTES
----------------------------------------------------------------------------------------------------------
<S>           <C>           <C>          <C>         <C>         <C>             <C>       <C>        <C>   <C>
STAR 17.1      ADT             >         HBOCHI 2.2b                                                    1                     sales
STAR 17.1      Orders          >         HBOCHI 2.2b                                                    1                     sales
STAR 17.1      Results         >         HBOCHI 2.2b                                                    1                     sales
                                         HBOCHI 2.2b     >       ADT              HNS 4.0     4.0.0     2                     sales
                                         HBOCHI 2.2b     >       Orders           HNS 4.0     4.0.0     2                     sales
                                         HBOCHI 2.2b     >       Pharmacy         HNS 4.0     4.0.0     2                     sales
                                         HBOCHI 2.2b     >       Results          HNS 4.0     4.0.0     2                     sales
                                         HBOCHI 2.2b     >       Transcription    HNS 4.0     4.0.0     2                     sales
PCM 6.2        Orders          >         HBOCHI 2.2b                                                    3                     sales
PCM 6.2        Results         >         HBOCHI 2.2b                                                    3                     sales
PHC 1.0        ADT             >         HBOCHI 2.2b                                                    4    sales - cert (12/31/97)
SMR 4.0        Results         >         HBOCHI 2.2b                                                    5                     sales
SMR 4.0        Transcription   >         HBOCHI 2.2b                                                    5                     sales
Series 6.1     ADT             >         HBOCHI 2.2b                                                    6    sales - cert (12/31/97)
Series 6.1     Orders          >         HBOCHI 2.2b                                                    6    sales - cert ( 3/01/98)
Series 6.1     Pharmacy        >         HBOCHI 2.2b                                                    6    sales - 47% mappings
Series 6.1     Results         >         HBOCHI 2.2b                                                    6    sales - cert ( 3/01/98)
PPM 3.2        ADT             >         HBOCHI 2.2b                                                    7                     sales
PMC 5.0        ADT Mship       >         HBOCHI 2.2b                                                    8    sales - cert ( 3/31/98)
                                         HBOCHI 2.2b     >       ADT              HNS 3.0     3.0.3     9
                                         HBOCHI 2.2b     >       Orders           HNS 3.0     3.0.3     9
                                         HBOCHI 2.2b     >       Pharmacy         HNS 3.0     3.0.3     9
                                         HBOCHI 2.2b     >       Results          HNS 3.0     3.0.3     9
                                         HBOCHI 2.2b     >       Transcription    HNS 3.0     3.0.3     9
                                         HBOCHI 2.2b     <       ADT              HNS 3.0               10
                                         HBOCHI 2.2b     <       ADT              HNS 4.0               10
HQ 3.0         ADT             >         HBOCHI 2.2b                                                    11                   21-Aug
PWLab ER4.0    Orders          >         HBOCHI 2.2b                                                    12                   11-Sep
PWLab ER4.0    Results         >         HBOCHI 2.2b                                                    12                   11-Sep
PHS 7.0        ADT             >         HBOCHI 2.2b                                                    13                  9-Oct ?
TPA 7.0        ADT             >         HBOCHI 2.2b                                                    14                    4-Dec
PCM 5.1.6      Orders          >         HBOCHI 2.2b                                                    15                   31-Dec
PCM 5.1.6      Results         >         HBOCHI 2.2b                                                    15                   31-Dec
AdV 4.3        Orders          >         HBOCHI 2.2b                                                    16                   21-Jul
AdV 4.3        Results         >         HBOCHI 2.2b                                                    16                   21-Jul
STAR 16.1      ADT             >         HBOCHI 2.2b                                                    17                      98%
STAR 16.1      Orders          >         HBOCHI 2.2b                                                    17                      95%
STAR 16.1      Results         >         HBOCHI 2.2b                                                    17                      95%
STAR 15.1      ADT             >         HBOCHI 2.2b                                                    18                 12/31/97
</TABLE>



                                    Page 1 of 2
<PAGE>   25
                     Prioritized Interface Mappings for HNS

<TABLE>
<CAPTION>
  FORMAT         TYPE       DIRECTION    INTERIM       DIRECTION    TYPE         FORMAT    DATA CHGS  SEQ          NOTES
----------------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>           <C>         <C>           <C>       <C>        <C>   <C>
STAR 15.1      Orders          >         HBOCHI 2.2b                                                    18                      95%
STAR 15.1      Results         >         HBOCHI 2.2b                                                    18                      95%
SMR 3.5        Results         >         HBOCHI 2.2b                                                    18                      98%
SMR 3.5        Transcription   >         HBOCHI 2.2b                                                    18                      98%
SMR 3.51       Results         >         HBOCHI 2.2b                                                    19
SMR 3.51       Transcription   >         HBOCHI 2.2b                                                    19
PWLab 6.0      Orders          >         HBOCHI 2.2b                                                    20
PWLab 6.0      Results         >         HBOCHI 2.2b                                                    20
                                         HBOCHI 2.2b      >        ADT            HNS 3.0     3.0.2     21
STAR 15.1      Pharmacy        >         HBOCHI 2.2b                                                    23
STAR 16.1      Pharmacy        >         HBOCHI 2.2b                                                    24
</TABLE>





                                    Page 2 of 2
<PAGE>   26


HBOC TO HBOC Interfaces

<TABLE>
<CAPTION>
       SENDING                             MSG. TYPE                          RECEIVING
<S>                                      <C>                             <C>
CORE HIS*
Core HIS                                 ADT                             HNS
                                         Orders
                                         Results
Core HIS                                 ADT                             Caremanager
                                         Orders
                                         Results
Core HIS                                 ADT                             PHS
Core HIS                                 ADT                             Pathways Matl. Mgmt.
                                         Pat Refunds
Core HIS                                 ADT                             Image Mgr
Core HIS                                 ADT                             Pathways Lab
                                         Orders
                                         Results
Core HIS                                 ADT                             Advantage Lab
                                         Orders
                                         Results
Core HIS                                 ADT                             Pathways Surg. Mgr.
Core HIS                                 ADT                             SMR
Core HIS                                 ADT                             Core HIS II
                                         Orders
                                         Results
                                         Charges
CARE MANAGER (CM) 6.2
Care Manager                             Orders                          Core HIS
                                         Results
Care Manager                             Orders                          HNS
                                         Results
PHS
PHS                                      ADT                             Core HIS
                                         ADT                             HNS
                                         ADT                             Pathways Lab
                                         ADT                             Advantage Lab
                                         ADT                             SMR
                                         ADT                             Pathways Matl. Mgmt.
                                         ADT                             Pathways Surg. Mgr.
                                         ADT                             Caremanager
                                         ADT                             Image Mgr
PATHWAYS FIN MGMT.
Pathway Fin. Mgmt.                       GL Issues                       Core HIS
                                         Journal Entry
PATHWAYS MATL. MGMT.
Pathways Matl. Mgmt.                     Accrued Receipts                Core HIS
                                         Charges
</TABLE>

<PAGE>   27

HBOC TO HBOC Interfaces

<TABLE>
<CAPTION>
       SENDING                             MSG. TYPE                          RECEIVING
<S>                                      <C>                             <C>
                                         Matched Invoices
PATHWAYS HOMECARE 4.1
Pathways HomeCare                        ADT                             Core HIS
                                         ADT                             Pathways Lab
                                         ADT                             ALG
                                         ADT                             Caremanager
                                         ADT                             HNS
                                         ADT                             Image Mgr
                                         ADT                             Pathways Matl. Mgmt.
                                         ADT                             PHS
                                         ADT                             Pathways Surg. Mgr.
                                         ADT                             SMR
PATHWAYS SURG. MGR.  3.0
Pathways Surg. Mgr.                      Charges                         Core HIS

SMR 4.0
SMR                                      Orders                          ALG
                                         Orders                          Caremanager
                                         Orders                          Core HIS
                                         Orders                          HNS
PPM 3.2, 3.3
PPM                                      ADT                             ALG
                                         ADT                             Caremanager
                                         ADT                             Core HIS
                                         ADT                             HNS
                                         ADT                             Image Mgr
                                         ADT                             Pathways Matl. Mgmt.
                                         ADT                             PHS
                                         ADT                             SMR
                                         ADT                             Pathways Surg. Mgr.
ALG 4.3
AdVantage Lab                            Lab Results                     Core HIS
                                         Orders
                                         Charges
                                         Status Changes
                                         Orders                          Caremanager
                                         Results
                                         Orders                          HNS
                                         Charges                         Pathways HomeCare


*CORE HIS:                               Series 6.1, STAR 15.1, 16.1, 17.1, Saint Express**, Paragon 1.0
                                         Precision 2000 7.0, Healthquest 3.0
**SAINT EXPRESS:
</TABLE>



<PAGE>   28

HBOC TO HBOC Interfaces

<TABLE>
<CAPTION>
       SENDING                             MSG. TYPE               RECEIVING
<S>                                        <C>                     <C>
    PF 3.4
    PC 3.3
    GF 3.1
    RadCom 7.0
    Payroll 7.0
    Payroll/HR 1.1
</TABLE>


<PAGE>   29

HBOC TO Foreign System Interfaces

<TABLE>
<CAPTION>
       SENDING                          MSG. TYPE                      RECEIVING
<S>                                   <C>                     <C>
STAR 15.1, 16.1, 17.1
Pt. Care                              ADT                     Foreign Systems*
Pt. Care                              Orders                  Foreign Systems*
Pt. Care                              MFN                     Foreign Systems*
Pharmacy                              Orders                  Foreign Systems*
Pharmacy                              Disp. Msg.              Foreign Systems*
Pharmacy                              Charges                 Foreign Systems*
Med. Rec.                             Transcription           Foreign Systems*
Lab                                   Orders                  Foreign Systems*
Lab                                   Results                 Foreign Systems*
Lab                                   Charges                 Foreign Systems*

CARE MANAGER (CM) 6.2
CM                                    Orders                  Foreign Systems*
CM                                    Results                 Foreign Systems*

PHS 7.0
PHS                                   ADT                     Foreign Systems*

PATHWAYS MATL. MGMT. 2.0, 3.0
ESI                                   Charges                 Foreign Systems*

ALG LAB 4.3
ALG Lab                               Orders                  Foreign Systems*
ALG Lab                               Charges                 Foreign Systems*
ALG Lab                               Results                 Foreign Systems*

PPM 3.2, 3.3
PPM                                   ADT                     Foreign Systems*
PPM                                   Elig Reply              Foreign Systems*
MedCare                               Elig Query              Foreign Systems*

SERIES 4000 6.1
Pt. Care                              ADT                     Foreign Systems*
Pt. Care                              Orders                  Foreign Systems*
Lab                                   Orders                  Foreign Systems*
Lab                                   Results                 Foreign Systems*
Lab                                   Charges                 Foreign Systems*
Pharmacy                              Order                   Foreign Systems*
Pharmacy                              Disp. Msg.              Foreign Systems*
Pharmacy                              Charges                 Foreign Systems*
Med. Rec.                             Transcription           Foreign Systems*

SERIES 5000 6.1
Pt. Care                              ADT                     Foreign Systems*
</TABLE>



<PAGE>   30

HBOC TO Foreign System Interfaces

<TABLE>
<CAPTION>
       SENDING                          MSG. TYPE                      RECEIVING
<S>                                   <C>                     <C>
Pt. Care                              Orders                  Foreign Systems*
Pharmacy                              Orders                  Foreign Systems*
Pharmacy                              Disp. Msg.              Foreign Systems*
Pharmacy                              Charges                 Foreign Systems*
Lab                                   Orders                  Foreign Systems*
Lab                                   Results                 Foreign Systems*
Lab                                   Charges                 Foreign Systems*
Med. Rec.                             Transcription           Foreign Systems*

HEALTHQUEST 3.0
Pt. Care                              ADT                     Foreign Systems*
Pt. Care                              Orders                  Foreign Systems*
Lab                                   Orders                  Foreign Systems*
Lab                                   Results                 Foreign Systems*
Lab                                   Charges                 Foreign Systems*
Pharmacy                              Orders                  Foreign Systems*
Pharmacy                              Disp. Msg.              Foreign Systems*
Pharmacy                              Charges                 Foreign Systems*
Med. Rec.                             Transcription           Foreign Systems*
Med. Rec.                                                     Foreign Systems*

PRECISION 7.0
Precision                             ADT                     Foreign Systems*
Precision                             Orders                  Foreign Systems*

PARAGON 1.0, 2.0/SAINT EXPRESS ***
Pt. Care                              ADT                     Foreign Systems*
Pt. Care                              Orders                  Foreign Systems*
Lab                                   ADT                     Foreign Systems*
Lab                                   Orders                  Foreign Systems*
Pharmacy                              ADT                     Foreign Systems*
Pharmacy                              Orders                  Foreign Systems*
Med. Rec.                             ADT                     Foreign Systems*
Med. Rec.                             Orders                  Foreign Systems*

FOREIGN SYSTEMS*
                                      ADT                     HBOC Product List**
                                      Orders                  HBOC Product List**
                                      Results                 HBOC Product List**
                                      Charges                 HBOC Product List**
                                      Transcription           HBOC Product List**
                                      Disp. Msg.              HBOC Product List**
</TABLE>

<PAGE>   31


HBOC TO Foreign System Interfaces

<TABLE>
<CAPTION>
       SENDING                          MSG. TYPE                      RECEIVING
<S>                        <C>                                         <C>

*FOREIGN SYSTEMS:          Sunquest Lab, Cerner Lab, Cerner RX, Pyxis RX,
                           Softmed Chart Tracking, Softmed Transcription,
                           Dictaphone Transcription, Citation Lab, Per-Se
                           Scheduling, IDX Rad, IDS RX


** HBOC PRODUCT LIST       Star 15.1, 16.1, 17.1, Care Management (CM) 6.2, PHS
                           7.0, ALG 4.3, Lab 4.3, PPM 3.2, 3.3, Series 4000 6.1,
                           Series 5000 6.1, Healthquest 3.0, Precision 7.0,
                           Paragon 1.0, 2.0, Financial Management 3.4, Matl.
                           Management 2.0, 3.0

*** SAINT EXPRESS:
    PF 3.4
    PC 3.3
    GF 3.1
    RadCom 7.0
    Payroll 7.0
    Payroll/HR 1.1
</TABLE>


<PAGE>   32


                                                                       EXHIBIT H

                   SOFTWARE SUPPORT AND ESCALATION PROCEDURES


Software Support twenty-four (24) hours per day, seven (7) days per week.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                            ESCALATION RESPONSE TIMES
------------------------------------------------------------------------------------------------------------------------------------
      PRIORITY                          DEFINITION                    INITIAL RESPONSE               NEXT FOLLOW-UP
----------------------------------- --------------------------------- --------------------------------------------------------------
<S>                                 <C>                               <C>                          <C>
Critical Issue                      Any issue that directly affects   15 minutes                   Every hour until resolution.
                                    the delivery of care to the
                                    patient or significantly
                                    affects the financial
                                    operations of the institution.
----------------------------------- --------------------------------- --------------------------------------------------------------
High Issue                          Any issue that affects the        One hour                     Every 4 hours or next scheduled
                                    operations of the customer and                                 contact time until resolution.
                                    no acceptable means of "working
                                    around" the problem exist. The
                                    issue is important due to the
                                    frequency of client usage or data
                                    integrity, but does not have
                                    critical implications.
----------------------------------- --------------------------------- --------------------------------------------------------------
Standard Issue                      Any other issue.                  Same business day            Next scheduled contact time
                                                                                                   until resolution.
----------------------------------- --------------------------------- --------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                             DEFECT RESOLUTION TIMES
------------------------------------------------------------------------------------------------------------------------------------
      PRIORITY                                     DEFINITION                                EXPECTED RESPONSE
---------------------------------------------- -------------------------------------------- ----------------------------------------
<S>                                            <C>                                          <C>
High Software Issue                            The issue is important due to the            Identification:  2 business days
                                               frequency of client usage or data            Interim fix:  5 business days
                                               integrity, but does not have critical        Final fix:  Next software release
                                               implications.
---------------------------------------------- -------------------------------------------- ----------------------------------------
Standard Software Issue                                                                     Identification:  5 business days
                                                                                            Interim fix:  15 business days
                                                                                            Closure:  Next software release
---------------------------------------------- -------------------------------------------- ----------------------------------------
</TABLE>




                                    Page 24
<PAGE>   33

                                                                       EXHIBIT I

                     BUSINESS PARTNER PROFESSIONAL SERVICES


Implementation Services for HBOC Customers shall be available from Business
Partner at the following rates:

FOR EXISTING INSTALLED* HBOC PATHWAYS INTERFACE MANAGER CUSTOMERS CONVERTING TO
BP SOFTWARE: Implementation Services for HBOC-to-HBOC interfaces: No hourly
charge, only travel & lodging Implementation Services for all other existing
interfaces: $46/hour plus travel & lodging

FOR EXISTING UNINSTALLED** HBOC PATHWAYS INTERFACE MANAGER CUSTOMERS CONVERTING
TO BP SOFTWARE: $125/hour plus travel & lodging for all implementation services

FOR NEW SALES OF BP SOFTWARE TO HBOC CUSTOMERS:
$125/hour plus travel & lodging for all implementation services



* An installed HBOC Pathways Interface Manager Customer has either completed
implementation or is in the process of implementing the Pathways Interface
Manager software as of the Effective Date.

** An uninstalled HBOC Pathways Interface Manager Customer has licensed Pathways
Interface Manager but has not yet begun implementation of the software.









                                    Page 25
<PAGE>   34

                                                                       EXHIBIT J

          BUSINESS PARTNER EXISTING CUSTOMERS REFERENCED IN SECTION 6.1


{*} THE NEXT SEVEN PAGES HAVE BEEN REDACTED IN ACCORDANCE WITH THE COMPANY'S
REQUEST FOR CONFIDENTIAL TREATMENT.























                                    Page 26