<PAGE>

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

                                                                   Exhibit 10.71

                     DISTRIBUTION AND DEVELOPMENT AGREEMENT

          THIS AGREEMENT (this "Agreement") is made and entered into as of
November 15, 2000 (the "Effective Date") by and between STENTOR, INC., a
Delaware corporation ("Stentor") and IDX SYSTEMS CORPORATION, a Vermont
corporation ("IDX").

                               W I T N E S S E T H

          WHEREAS, Stentor is in the business of developing and marketing
products and services to automate the viewing and archiving of medical images;
and

          WHEREAS, IDX, through its Radiology and Imaging Systems Division, has
developed products and services to automate the management of radiology
practices and departments; and

          WHEREAS, IDX and Stentor desire to develop integration between their
current products and services and certain future products and services to be
developed by Stentor and IDX to create a comprehensive, state-of-the-art medical
image management system, initially applicable to radiology practices, but
possibly extended to cardiology, pathology, opthamology, orthopedics, emergency
departments and other similar practices that could make use of the system;

          NOW, THEREFORE, in consideration of these premises, the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.        DEFINITIONS

          Capitalized terms used in this Agreement, unless otherwise defined in
this Agreement, shall have the meanings ascribed to them on Schedule 1 attached
hereto.

2.        TERM AND TERMINATION

          2.1  Term. This Agreement shall be in effect for an initial term of
               five (5) years (the "Initial Term") and shall automatically renew
               for additional, successive two (2) year terms unless earlier
               terminated by either of IDX or Stentor by giving written notice
               of such party's election not to renew this Agreement not later
               than one (1) year prior to the expiration of the Initial Term or
               six (6) months prior to the expiration of any then current
               successive term.

          2.2  Termination. Notwithstanding the provisions of Section 2.1, this
               Agreement may be terminated:

               2.2.1   by Stentor if IDX shall have defaulted under or breached
                       any material term of this Agreement and shall not have
                       cured such breach within one hundred twenty (120) days
                       after receiving written notice from Stentor specifying
                       the nature of such default or breach; or

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               2.2.2   by IDX if Stentor shall have defaulted under or breached
                       any material term of this Agreement and shall not have
                       cured such breach within one hundred twenty (120) days
                       after receiving written notice from IDX specifying the
                       nature of such default or breach; or

               2.2.3   by either party upon receipt of a notice from the other
                       party that such other party requires a composition or
                       other similar arrangement with creditors, files for
                       bankruptcy or is declared bankrupt.

          2.3  Termination of Restrictions.

               2.3.1   Stentor may elect to terminate Section 6.1.1, as its sole
                       and exclusive remedy in lieu of any damages under this
                       Agreement, if:

                       2.3.1.1   a Material Adverse Change occurs with respect
                                 to IDX; or

                       2.3.1.2   IDX fails, for any two (2) consecutive calendar
                                 years, to meet the minimum sales goals of sales
                                 of the MIMS System to IDXrad Customers or
                                 LastWord Customers set forth in Exhibit C and
                                 as may be agreed to and set forth in the
                                 Marketing Plan.

               2.3.2   If IDX fails after March 31, 2002, to meet the mutually
                       agreed to goals of sales of the MIMS System to IDXrad
                       Customers for a calendar quarter as set forth in the
                       Marketing Plan and does not cure such failure by the end
                       of the next calendar quarter by licensing a MIMS System
                       to that number of IDXrad Customers equal to the sum of
                       the number of IDXrad Customers by which IDX missed the
                       goal plus the goal for the subsequent calendar quarter,
                       then Stentor may elect to terminate Section 6.1.1(ii), as
                       its sole and exclusive remedy in lieu of any damages
                       under this Agreement

               2.3.3   If any of [**] is acquired, becomes Controlled by,
                       obtains Control of, or becomes under common Control with
                       a Person that is or becomes authorized to be a
                       distributor of the MIMS System by Stentor as permitted
                       under this Agreement, and such company demonstrates its
                       intention to permanently cease doing business under or
                       market its products under a name or mark similar to
                       "[**]", as applicable, then Stentor may terminate Section
                       6.1.1(ii) only with respect to [**], as applicable.

               2.3.4   IDX may elect to terminate Section 6.1.2, as its sole and
                       exclusive remedy in lieu of any damages under this
                       Agreement, if:

                       2.3.4.1   a Material Adverse Change occurs with respect
                                 to Stentor; or

                       2.3.4.2   IDX fails, for any two (2) consecutive calendar
                                 years, to meet the minimum sales goals of sales
                                 of the MIMS System to IDXrad Customers or
                                 LastWord Customers set forth in the Exhibit C
                                 and as may be agreed to and set forth in the
                                 Marketing Plan.

November 15, 2000

                                        2

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          2.4  Change of Control. If Stentor shall sell all or substantially all
               of its assets or IDX shall sell all or substantially all of the
               assets of its Radiology Information Systems Division business,
               then upon the election of the other party, the party selling its
               assets shall be obligated to assign this Agreement to the
               successor to its assets and to cause such successor to assume its
               performance under this Agreement. Regardless of whether this
               Agreement is assigned, the party not selling its assets may elect
               to terminate the Agreement upon not less than eighteen (18)
               months prior written notice.

          2.5  Effect of Termination; Survival. In the event that this Agreement
               is validly terminated as provided herein, then each of the
               parties shall be relieved of their duties and obligations arising
               under this Agreement after the date of such termination, except
               for their respective obligations to provide support services to
               existing customers under Section 8.1, and such termination shall
               be without liability to the terminating party; provided, however,
               that the obligations of the parties set forth in Sections 8.1,
               9.1, 9.2, 10.1 - 10.21 hereof shall survive any such termination
               and shall be enforceable hereunder; provided, further, however,
               that nothing in this Section 2.5 shall relieve Stentor or IDX of
               any liability for a breach of this Agreement. Furthermore,
               termination of this Agreement shall not affect i) any license or
               subscription rights granted by either party prior to such
               termination or ii) a party's right to continue providing services
               pursuant to customer agreements entered into prior to such
               termination, provided, however, that each party shall continue to
               make payments pursuant to Section 7.

          2.6  Intellectual Property. All rights and licenses granted under or
               pursuant to this Agreement are, and shall otherwise be deemed to
               be, for purposes of Section 365(n) of the United States
               Bankruptcy Code (the "Code"), licenses to rights to "intellectual
               property" as defined in the Code. A party receiving such rights
               under this Agreement shall retain and may fully exercise all of
               its rights and elections under the Code. The parties further
               agree that, in the event of the commencement of a bankruptcy
               proceeding by or against a party under the Code, the other party
               shall be entitled to retain all of its rights under this
               Agreement.

3.        OPERATIONAL MANAGEMENT

          Stentor and IDX shall each appoint an executive with the title of vice
president or higher to oversee performance under this Agreement. These two
executives shall meet not less frequently than once each calendar quarter during
the Initial Term (and more frequently as needed) and shall produce not later
than five (5) business days after the end of each such calendar quarter a
written report to the boards of directors of IDX and Stentor setting forth in
detail:

          3.1  the accomplishments of Stentor and IDX during the preceding
               calendar quarter in performing this Agreement;

          3.2  plans for managing the relationship between IDX and Stentor
               during the next calendar quarter;

November 15, 2000

                                        3

<PAGE>

          3.3  any items of dispute or disagreement between IDX and Stentor;

          3.4  plans for resolving any dispute or disagreement between IDX and
               Stentor;

          3.5  any changes proposed to be made to the Marketing Plan or
               Development Plan; and

          3.6  such other items as may be deemed appropriate by such executives.

4.        PRODUCT DEVELOPMENT

          4.1  Product Development.

               4.1.1   Development of the MIMS System. It is the goal of this
                       Agreement that the parties shall use their commercially
                       reasonable efforts to develop a comprehensive,
                       state-of-the-art medical image management system for
                       radiology practices and departments with functionality
                       and features substantially equivalent or superior to any
                       competitive medical image management system available
                       during the term of this Agreement. To accomplish that
                       goal, Stentor and IDX shall carry out their obligations
                       to develop the MIMS System pursuant to the Development
                       Plan. A party's material failure to deliver a minimum
                       development requirement (as set forth on Exhibit A) by a
                       milestone set forth in the Development Plan shall
                       constitute a material breach of this Agreement.

               4.1.2   Joint Testing. The parties shall cooperate to jointly
                       test any software used in connection with the MIMS System
                       to ensure the functionality of such software prior to
                       distribution thereof to any customer.

               4.1.3   Development Plan. Within thirty (30) days of the
                       Effective Date, IDX and Stentor shall mutually develop
                       the Development Plan, which shall contain minimum
                       development requirements described on the Development
                       Plan Outline, attached hereto as Exhibit A. IDX and
                       Stentor shall update the Development Plan every calendar
                       quarter during the term of this Agreement unless earlier
                       updated as necessary to maintain the commercial
                       reasonableness thereof. The Development Plan, as updated
                       from time to time, shall describe activities and
                       responsibilities for one-year periods initially
                       commencing on the Effective Date. Not later than three
                       (3) months prior to the expiration of the initial
                       one-year term of the Development Plan, and thereafter not
                       later than three (3) months prior to the expiration of
                       each successive one-year period, the parties shall
                       commence work on a revised Development Plan for the
                       following one-year period. The Development Plan, as
                       updated from time to time, including updating of the
                       minimum development requirements, shall be executed by
                       the parties and shall become subject to this Agreement.
                       Should the parties have failed to agree upon and execute
                       a revised or updated Development Plan at the time of the
                       expiration of the then current

November 15, 2000

                                        4

<PAGE>

                       Development Plan, the parties shall continue to perform
                       under the terms of the then current Development Plan
                       until such time as the parties shall agree upon a revised
                       Development Plan. Notwithstanding anything contained
                       herein or in any Development Plan to the contrary, at all
                       times during the Term, Stentor shall continue to fund the
                       development and support of the iSite Viewer, iDiagnostic
                       Viewer and iVault products as provided in the Development
                       Plan as initially adopted, and IDX shall continue to
                       develop and support Imaging Suite, ConnectR, and the
                       Imaging Suite Lite Version as provided in the Development
                       Plan as initially adopted.

               4.1.4   Early Releases and Testing. IDX and Stentor shall deliver
                       to each other for testing, development and integration
                       purposes only, copies of the earliest test releases of
                       all development deliverables provided for in the
                       Development Plan prior to delivery thereof to any other
                       customers or Distribution Partners.

               4.1.5   Demonstration Products. Each party shall develop
                       demonstration versions of its products for use in selling
                       its products to the other party's customers and
                       prospects.

               4.1.6   Resolution of Programming Errors. Stentor shall be
                       responsible for correcting all programming errors in
                       Stentor Products, and IDX shall be responsible for
                       correcting all programming errors in IDX Products. The
                       Development Plan shall designate Stentor and IDX
                       personnel to coordinate the resolution of any programming
                       errors. To accomplish this goal, Stentor and IDX agree to
                       resolve programming errors as follows:

                       Category 1 Programming Error: A Category 1 Programming
                       Error is an error that causes the software to fail to
                       operate. If a category 1 programming error occurs in the
                       MIMS System software, IDX and Stentor agree to conduct a
                       conference call in an effort to resolve the error as soon
                       as possible but no later than one business day.

                       Category 2 Programming Error: A Category 2 Programming
                       Error is an error that substantially affects the proper
                       operation of the main functions of the MIMS System
                       software but does not cause the software to fail to
                       operate. If a Category 2 Programming Error occurs, IDX
                       and Stentor agree to conduct a conference call in an
                       effort to resolve the error as soon as possible but no
                       later than one week.

                       Category 3 Programming Error: A Category 3 Programming
                       Error causes the software to function incorrectly under a
                       particular set of circumstances, although the error does
                       not substantially affect the proper operation of the main
                       functions of the MIMS System. If a Category 3 Programming
                       error occurs, the party responsible for the programming

November 15, 2000

                                        5

<PAGE>

                       error agrees to eliminate the programming error in the
                       next software update of the MIMS System.

5.        LICENSES AND OWNERSHIP

          5.1  Ownership; In General. Except for the rights expressly granted
               herein to Stentor, IDX reserves and retains all right, title and
               interest (including without limitation patents, trade secrets and
               copyrights) in the IDX Products, and all customizations,
               additions, modifications, changes, enhancements, improvements,
               and derivative works thereof made by IDX or on behalf of IDX, and
               all rights therein and copies thereof. Except for the rights
               expressly granted herein to IDX, Stentor reserves and retains all
               right, title and interest (including without limitation patents,
               trade secrets and copyrights) in the Stentor Products, and all
               customizations, additions, modifications, changes, enhancements,
               improvements, and derivative works thereof made by Stentor, or on
               behalf of Stentor, and all rights therein and copies thereof

          5.2  Ownership to works created under the Development Plan. Any
               Intellectual Property developed by Stentor and any derivative
               works of Stentor Products, whether developed by Stentor, IDX or a
               contractor of either party, pursuant to the Development Plan
               shall be owned by Stentor. Any Intellectual Property developed by
               IDX and any derivative works of IDX Products, whether developed
               by Stentor, IDX or a contractor of either party, pursuant to the
               Development Plan shall be owned by IDX. Any Intellectual Property
               jointly developed by IDX and Stentor pursuant to the Development
               Plan shall be jointly owned by IDX and Stentor and each of IDX
               and Stentor shall be free to use such Intellectual Property
               without interference from the other party and without any
               obligation to pay any royalties or account for any profits,
               except as otherwise provided for in this Agreement.
               Notwithstanding the foregoing, the parties shall jointly own any
               and all patent rights to any work created pursuant to the
               Development Plan that combines at least one component of the IDX
               Products and one component of the Stentor Products and shall
               cooperate in the filing of any application(s) related to such
               rights, including, without limitation, the choice of counsel to
               prosecute such application(s). Nothing in this Agreement shall
               require either party to create any Intellectual Property not a
               part of the MIMS System. If either party creates any Intellectual
               Property that is not a part of the MIMS System, but may be used
               in connection with the MIMS System without the material
               assistance of the other party, the creating party shall own any
               and all patent rights to the combination of such Intellectual
               Property and the MIMS System, and such patent rights shall not be
               licensed to the other party under this Agreement except by
               written amendment hereto executed by both parties; provided that
               each party hereby agrees that if it offers to license the right
               to resell or sublicense any such Intellectual Property and the
               patent rights, if any, thereto, to any Person, it shall offer to
               license the right to resell or sublicense such Intellectual
               Property and patent rights, if any, to the other party on the
               most favorable terms offered to any other Person.

November 15, 2000

                                        6

<PAGE>

          5.3  IDX Products.

               5.3.1   IDX hereby grants to Stentor a non-exclusive,
                       non-transferable (except as provided in Sections 2.4 and
                       10.14) term license to market and sublicense, and in
                       connection therewith to sell, offer for sale, copy, use,
                       distribute, perform, display, modify, make derivative
                       works of and Merge, the IDX Products, in whole or in
                       part, only as they may be Merged into the MIMS System,
                       and only to Persons that are not Stentor License
                       Exclusion Customers. Stentor License Exclusion Customers
                       include all IDXrad Customers and LastWord Customers
                       except: (i) any IDXrad Customer or LastWord Customer that
                       is a Pre-existing Stentor Customer; (ii) any IDXrad
                       Customer or LastWord Customer that does not use IDXrad or
                       LastWord as their primary radiology information system or
                       primary clinical information system, respectively; and
                       (iii) any IDXrad Customer or LastWord Customer that
                       becomes a Stentor Customer prior to becoming an IDXrad
                       Customer or LastWord Customer. Notwithstanding the
                       limited scope of this license, Stentor may communicate
                       with, and demonstrate, perform and display the MIMS
                       System to, Stentor License Exclusion Customers to make
                       them aware of the availability of the MIMS System from
                       IDX and to provide information to Stentor License
                       Exclusion Customers regarding the MIMS System. Stentor
                       License Exclusion Customers that exist as of the
                       Effective Date are listed on the initial Stentor License
                       Exclusion Customer List, attached hereto as Exhibit B.
                       IDX shall provide an updated Stentor License Exclusion
                       Customer List to Stentor within fifteen (15) days of the
                       end of each calendar quarter. If the parties determine
                       that any customers not listed on the initial Stentor
                       License Exclusion Customer List meet the definition of a
                       Stentor License Exclusion Customer, then any such
                       customers shall be added to the Stentor License Exclusion
                       Customer List, or if the parties determine that any
                       customers listed on the initial Stentor License Exclusion
                       Customer List do not meet the definition of a Stentor
                       License Exclusion Customer, then any such customers shall
                       be removed from the Stentor License Exclusion List.

               5.3.2   IDX also hereby grants to Stentor a non-exclusive,
                       non-transferable (except as provided in Sections 2.4 and
                       10.14) term license to sublicense one or more
                       Distribution Partners to market and sublicense, and in
                       connection therewith to sell, offer for sale, copy, use,
                       distribute, perform, and display, the IDX Products, in
                       whole or in part, only as they may be Merged into the
                       MIMS System, to any Person, including Stentor License
                       Exclusion Customers.

          5.4  Stentor Products. Stentor hereby grants to IDX a non-exclusive,
               non-transferable (except as provided in Sections 2.4 and 10.14)
               term license to market and sublicense (including through one or
               more Distribution Partners acceptable to Stentor), and in
               connection therewith to sell, offer for sale, copy, use,
               distribute,

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                                        7

<PAGE>

               perform, display, modify, make derivative works of and Merge, the
               Stentor Products, in whole or in part, only as they may be Merged
               into the MIMS System. From the Effective Date until December 31,
               2001, Stentor's license granted to IDX in Section 5.4 only
               extends to IDXrad Customers and LastWord Customers. IDXrad
               Customers and LastWord Customers that exist as of the Effective
               Date are listed on the initial IDXrad and LastWord Customer List,
               attached hereto as Exhibit B. Any Person that becomes an IDXrad
               Customer or LastWord Customer during the Term shall be added to
               the IDXrad and LastWord Customer List. After December 31, 2001,
               Stentor's license granted to IDX in Section 5.4 extends to any
               Person. IDX shall provide an updated IDXrad and LastWord Customer
               List to Stentor within fifteen (15) days of the end of each
               calendar quarter. If the parties determine that any customers
               listed on the initial IDXrad and LastWord Customer List fail to
               meet the definition of an IDXrad Customer or LastWord Customer,
               then such customers shall be removed from the IDXrad and LastWord
               Customer List, or if any customers not listed on the initial
               IDXrad and LastWord Customer List do meet the definition of an
               IDXrad Customer or LastWord Customer, then such customers shall
               be added to the IDXrad and LastWord Customer List.

          5.5  Territory. This Agreement and the licenses granted hereunder
               shall apply to the parties only in the [**] (the "Territory");
               provided that, notwithstanding any restriction to the contrary in
               this Agreement, Stentor may enter into an Agreement with another
               Person to Provide a medical imaging management system for
               radiology practices and departments (that is not the MIMS System)
               in the [**] if (i) it is necessary for Stentor to do so in order
               for Stentor to enter into an agreement encompassing other [**]
               countries that are not at that time included in the Territory and
               (ii) Stentor offers IDX the same terms offered any other Person
               in the [**] if such terms are more favorable than the terms
               offered hereunder. Neither party may distribute or sell the MIMS
               System in any country not included in the Territory without the
               written consent of the other, which shall not be unreasonably
               withheld. If a party desires to extend the Territory to another
               country, it shall give the other party written notice of its
               request to do so. The party requested to extend the Territory to
               another country shall have one month from the date of its receipt
               of such written notice to elect to extend its performance and six
               months from such election to implement any development or
               business requirements necessary to extend its performance under
               this Agreement to such country. If a party withholds its consent,
               then the other party may enter into an agreement with any other
               Person with respect to the development and distribution and sale
               of a system similar to the MIMS System in such country; provided
               that this Agreement shall remain in full force and effect in the
               Territory.

          5.6  Expansion of Licenses.

               5.6.1   If Stentor notifies IDX that a Stentor License Exclusion
                       Customer is interested in licensing a MIMS System, but
                       not from IDX, then a representative of Stentor's senior
                       management who is at least a Vice

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                                        8

<PAGE>

                       President and a representative of IDX's senior management
                       who is at least a Vice President shall jointly contact
                       that Stentor License Exclusion Customer in regard to
                       licensing a MIMS System. If the Stentor License Exclusion
                       Customer does not express an interest in licensing a MIMS
                       System from IDX within thirty (30) days of such joint
                       contact, as determined by a subsequent joint contact by
                       the Stentor and IDX representatives, then such customer
                       shall not be considered an Stentor License Exclusion
                       Customer for purposes of the limitation on the license
                       granted to Stentor in Section 5.3.1 of this Agreement.

               5.6.2   If at the end of any calendar year the number of IDXrad
                       Customers that became IDXrad Customers in that year that
                       have also licensed a MIMS System is less than [**]
                       percent ([**] %) of the total number of IDXrad Customers
                       that became IDXrad Customers in that year, then the new
                       IDXrad Customers that have not also licensed a MIMS
                       System shall not be considered Stentor License Exclusion
                       Customers for purposes of the limitation on the license
                       granted to Stentor in Section 5.3.1 of this Agreement.

               5.6.3   If, prior to December 31, 2001, IDX notifies Stentor that
                       a Person that is neither an IDXrad Customer or LastWord
                       Customer is interested in licensing a MIMS System, but
                       not from Stentor, then a representative of Stentor's
                       senior management who is at least a Vice President and a
                       representative of IDX's senior management who is at least
                       a Vice President shall jointly contact that prospect in
                       regard to licensing a MIMS System. If the prospect does
                       not express an interest in licensing a MIMS System from
                       Stentor within thirty (30) days of such joint contact, as
                       determined by a subsequent joint contact by the Stentor
                       and IDX representatives, then the license granted to IDX
                       pursuant to Section 5.4 shall extend to such prospect

6.       MARKETING OF THE MIMS SYSTEM

          6.1  Certain Restrictions on Marketing Rights.


               6.1.1   Restrictions on Stentor. Stentor shall not (i) Provide to
                       any Person located in the Territory a medical imaging
                       management system for radiology practices or departments
                       other than the MIMS System; or (ii) authorize or license
                       [**], or the successor of any of them, to Provide the
                       MIMS System or the Stentor Products in the Territory. If
                       in a particular instance, the use of ConnectR in the MIMS
                       System as a means to provide data exchange between the
                       MIMS System and a non-IDX system would be technologically
                       impractical, then Stentor may modify the MIMS System in
                       such instance to use a component other than ConnectR as a
                       means to provide such data exchange. The restriction set
                       forth in this Section 6.1.1(i) shall not apply to (a)
                       Stentor's sale or license of the

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                                        9

<PAGE>

                       Stentor Component Technology to the extent that the
                       Stentor Component Technology is not used in a medical
                       imaging management system that includes substantially
                       similar functionality to the MIMS System or (b) Stentor's
                       sale or license to non-IDXrad Customers and non-LastWord
                       Customers of a version of iSite that contains only the
                       workflow, worklist and API functionality of the current
                       iSite version 1.1.1 offering (i.e. it shall contain no
                       third party vendor workflow or reconciliation built into
                       iSite), and that cannot be used by a third party to build
                       functionality competitive to the MIMS System other than
                       the functionality substantially similar to that contained
                       in the current iSite version 1.1.1.

               6.1.2   Restrictions on IDX. IDX shall not (i) Provide to any
                       Person located in the Territory a medical imaging
                       management system for radiology practices or departments
                       other than the MIMS System, except that this restriction
                       shall not prohibit IDX from cooperating with any Person
                       that Provides products and services similar to the
                       Stentor Products for the purpose of deploying such
                       products and services to implement a medical imaging
                       management system, on a case-by-case basis to any IDXrad
                       Customer or LastWord Customer, including without
                       limitation by development of data exchange or interfaces,
                       if such IDXrad Customer or LastWord Customer requests IDX
                       to do so; (ii) Provide Imaging Suite to any Person in the
                       Territory except (A) IDXrad Customers or LastWord
                       Customers and (B) IDX Customers other than IDXrad
                       Customers and LastWord Customers to enable other IDX
                       products to distribute medical images, if only a subset
                       of the components of Imaging Suite is used and the subset
                       of components operates as a background service, such that
                       there is no display of the Imaging Suite brand to the
                       customer; or (iii) market the MIMS System except through
                       IDX's RISD sales organization or with the active
                       involvement of a member of IDX's RISD sales organization
                       in any creation of a sales quote, configuration, or sales
                       demonstration.

               6.1.3   Imaging Suite Workflow Engine. The restrictions contained
                       in Section 6.1.2 shall not apply to the "workflow engine"
                       component of the Imaging Suite when used or licensed by
                       IDX separate from the other components of Imaging Suite
                       as Merged with any other IDX application and without the
                       display of the Imaging Suite brand.

          6.2  Marketing Plan; Joint Marketing Duties.

               6.2.1   Marketing Plan. Within thirty (30) days of the Effective
                       Date, IDX and Stentor shall mutually develop and, during
                       the Term, shall regularly update a marketing plan for
                       marketing the MIMS System in general (the "Marketing
                       Plan"). The Marketing Plan shall obligate IDX to make
                       commercially reasonable efforts to make presentations
                       about the MIMS System to appropriate representatives of
                       all of IDX's IDXrad Customers and LastWord Customers
                       before December 31, 2001, and shall describe

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                                       10

<PAGE>

                       detailed activities and responsibilities (including
                       without limitation, with respect to implementation) and
                       sales forecasts over the initial two-year period of this
                       Agreement, but shall be updated not less frequently than
                       every three (3) months. Not less than three (3) months
                       prior to the expiration of the initial two-year period,
                       and thereafter three (3) months prior to the expiration
                       of each successive two-year period of the Initial Term,
                       the parties shall commence work on a revised Marketing
                       Plan for the following two-year sales forecast period.
                       The initial and each revised two-year Marketing Plan
                       shall be executed by the parties and shall be subject to
                       the terms of this Agreement. Should the parties have
                       failed to agree upon and execute a revised Marketing Plan
                       at the time of the expiration of the then current
                       Marketing Plan, the parties shall continue to perform
                       under the terms of the then current Marketing Plan until
                       such time as the parties shall agree upon a revised
                       Marketing Plan. When marketing the MIMS System to IDXrad
                       Customers and LastWord Customers, IDX shall be
                       responsible for hardware used during any pilot period
                       offered by IDX. The Marketing Plan shall include sales
                       goals for sales of the MIMS System to IDXrad Customers as
                       set forth on Exhibit C.

               6.2.2   Joint Marketing Materials. At their joint expense, shared
                       equally, Stentor and IDX shall develop and produce
                       product marketing documentation and materials similar in
                       kind and quality to that currently provided by Stentor
                       and IDX to their respective sales prospects for the
                       purpose of promoting and marketing the MIMS System.

               6.2.3   User Groups and Trade Shows. Stentor shall provide for
                       featured participation by IDX at Stentor's user group
                       meetings involving the Stentor Products, and IDX shall
                       provide for featured participation by Stentor at IDX's
                       user group meetings involving the IDXrad and LastWord
                       products. In accordance with the Marketing Plan, Stentor
                       and IDX shall publicize the alliance created hereby at
                       appropriate trade shows.

               6.2.4   Non-revenue Arrangements. IDX and Stentor shall each
                       cooperate with the other on any non-revenue generating
                       implementations of the MIMS System for public relations
                       or research purposes, provided that neither party shall
                       be obligated to provide any implementation or support
                       services for a non-revenue generating implementation
                       initiated by the other party.

          6.3  Use of Stentor Names and Marks. IDX may use the following names
               and marks in all customer communications pertaining to the
               marketing, support and distribution of the MIMS System and in
               accordance with Stentor's reasonable branding standards in effect
               from time to time: Stentor, iSite, iSyntax, and DTS. IDX shall
               use the mark "Stentor" and applicable Stentor Product marks,
               without alteration of the graphical representation of such marks
               specified by Stentor, in connection with all sales of the MIMS
               System containing any Stentor Products in addition to any other
               marks or tradenames that IDX chooses to use in connection

November 15, 2000

                                       11

<PAGE>

               with the MIMS System. Stentor shall provide to IDX, for IDX's use
               in accordance with this Section, additional proprietary
               trademarks, as developed, for the Stentor Products.

          6.4  Use of IDX Names and Marks. Stentor may use the following names
               and marks in all customer communications pertaining to the
               marketing, support and distribution of the MIMS System and in
               accordance with IDX's reasonable branding standards in effect
               from time to time: Imaging Suite and ConnectR. Stentor shall use
               the mark "Imaging Suite", without alteration of the graphical
               representation of such mark specified by IDX, in connection with
               all sales of the MIMS System and Stentor Products containing the
               Imaging Suite in addition to any other marks or tradenames that
               Stentor chooses to use in connection with the MIMS System and
               Stentor Products. IDX shall provide to Stentor, for Stentor's use
               in accordance with this Section, additional proprietary
               trademarks, as developed, for the IDX Products.

          6.5  License Terms. Each party shall have the authority, to the extent
               expressly provided in this Agreement, to market, sell, resell and
               distribute the MIMS System pursuant to its own terms and
               conditions so long as such terms and conditions contain
               provisions as protective of the other party as those set out in
               Exhibit D. Each party shall obligate its Distribution Partners to
               license the MIMS System under terms that are protective as those
               set forth in Exhibit D.

7.        COMPENSATION

          7.1  Compensation; Payment. IDX and Stentor shall be entitled to
               compensation for their respective licensing to the other of their
               respective rights and technology incorporated into the MIMS
               System as set forth in Exhibit E. The Royalties set forth in
               Exhibit E only apply to the MIMS System. Stentor hereby warrants
               that the compensation retained by or paid to any Person
               authorized by Stentor to distribute the MIMS System shall not
               exceed [**] % of Net Revenue for an existing customer of the
               Person and [**] % of Net Revenue for other customers.

          7.2  Payments. Any payment to be made by a party pursuant to this
               Agreement shall be made no later than sixty (60) days after
               payment is due from the customer on which the payment is based,
               and shall be made by delivery of a check, payable to the order of
               the party entitled to payment or by wire transfer of immediately
               available funds to an account designated by such party.

          7.3  Late Fees. Each party agrees to pay late fees equal to one and
               one-half percent (1 1/2%) per month on all amounts due but not
               paid within the time provided in Section 7.2.

          7.4  Certification; Independent Auditor. Not later than the fifteenth
               (15th) day after the end of each calendar quarter, each party
               shall deliver to the other a statement setting forth the
               customers to which the MIMS System was licensed in such quarter
               and the calculation of the payments due for the previous quarter,
               or if

November 15, 2000

                                       12

<PAGE>

               none so stating, and signed by an executive officer of the party
               furnishing the statement. Stentor and IDX agree to permit the
               other party, annually at its own expense, to engage a mutually
               acceptable independent auditor to confirm the accuracy of any
               payments made under this Agreement. Stentor and IDX each agree to
               maintain books and records of its sales required to conduct such
               audit and to cooperate with the independent auditor in auditing
               such books and records.

8.        SERVICES

          8.1  Customer Implementation and Support Services. Each of IDX and
               Stentor shall implement the MIMS System for their respective
               customers without the assistance of the other. Stentor and IDX
               shall each provide to the other party reasonable assistance in
               the distribution of hardware from those hardware manufacturers
               with which they each have reseller or distributor relationships
               so long as doing so does not violate the applicable reseller or
               distributor agreement or applicable law. IDX shall provide the
               first line of support for all customers to which IDX has sold the
               MIMS System, provided that Stentor shall provide the second line
               of support for any issue requiring access to or modification of
               the Source Code to any Stentor Product. Stentor shall provide the
               first line of support for all customers to which Stentor has sold
               the MIMS System, provided that IDX shall provide the second line
               of support for any issue requiring access to or modification of
               the Source Code to any IDX Product. Stentor and IDX shall each
               comply with the other party's implementation requirements with
               respect to the other party's products and each shall use
               commercially reasonable efforts to provide support for its
               products in accordance with its internal support procedures. IDX
               and Stentor shall each provide the other sufficient training to
               ensure proper implementation of each party's component portions
               of the MIMS System.

          8.2  Service Quality. All support services provided by either party
               shall be performed in a good and workmanlike manner and
               consistent with standards generally applicable in the healthcare
               clinical information systems industry and consistent with the
               reasonable and customary support standards maintained in the
               healthcare clinical information systems industry.

          8.3  Uptime Performance Guarantee.

               8.3.1   Stentor Uptime Performance Guarantee. After March 31,
                       2001, if Stentor elects to offer an "uptime performance
                       guarantee" and a defect in an IDX Product is the sole
                       cause of "unscheduled downtime" (as defined in the
                       Stentor Uptime Performance Guarantee attached hereto as
                       Exhibit F), then IDX shall use its commercially
                       reasonable efforts to cure such defect. IDX's obligation
                       to use its commercially reasonable efforts to cure such
                       defect shall be Stentor's sole and exclusive remedy, in
                       lieu of any damages that might be caused by breach of
                       this Agreement arising from or related to unscheduled
                       downtime caused by a defect in an IDX Product.

November 15, 2000

                                       13

<PAGE>

               8.3.2   IDX Uptime Performance Guarantee. If IDX elects to offer
                       an "uptime performance guarantee" substantially
                       equivalent to the Stentor Uptime Performance Guarantee,
                       and a defect in a Stentor Product is the sole cause of
                       "unscheduled downtime" (as defined in the IDX uptime
                       performance guarantee), then Stentor shall use its
                       commercially reasonable efforts to cure such defect.
                       Stentor's obligation to use its commercially reasonable
                       efforts to cure such defect shall be Stentor's sole and
                       exclusive remedy, in lieu of any damages that might be
                       caused by breach of this Agreement arising from or
                       related to unscheduled downtime caused by a defect in an
                       Stentor Product.

          8.4  Reference Sites. IDX agrees to introduce Stentor to Stentor
               License Exclusion Customers reasonably acceptable to both IDX and
               Stentor so that Stentor may request that such customers act as
               reference sites for the MIMS System for potential Stentor MIMS
               System prospects.

9.        WARRANTIES

          THE PARTIES MAKE THE FOLLOWING REPRESENTATIONS AND WARRANTIES, ALL OF
WHICH SHALL BE FOR AND COMPLETE AS OF THE EFFECTIVE DATE AND THE DATE OF ANY AND
ALL DELIVERIES HEREIN. EXCEPT FOR THE EXPLICIT WARRANTIES MADE IN THIS
AGREEMENT, THERE ARE NO WARRANTIES MADE BY EITHER PARTY IN CONNECTION WITH THE
SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.

          9.1  IDX Warranties.

               9.1.1   Encumbrances. The IDX Products shall be free and clear of
                       all liens, restrictions, claims, charges, security
                       interests, or other encumbrances of any nature whatsoever
                       which might affect or adversely impact on Stentor's use
                       of the IDX Products as permitted under this Agreement.

               9.1.2   Ownership; Right to License. IDX owns or otherwise has
                       adequate rights to make the grants of the licenses to the
                       IDX Products to Stentor hereunder and possesses all
                       rights and interests in the IDX Products necessary to
                       enter into this Agreement; provided that Stentor
                       acknowledges that licenses to certain products of
                       Microsoft, Oracle and Amzi used with the IDX Products
                       must be obtained directly by Stentor or customers to
                       which Stentor sells the MIMS System.

               9.1.3   No Infringement. IDX Products and all components thereof
                       do not infringe upon the intellectual property rights,
                       including without limitation the patent, copyright,
                       trademark or trade secret rights, of any third parties.

November 15, 2000

                                       14

<PAGE>

                       The sole and exclusive remedy for breach of this warranty
                       shall be as set forth in Section 10.6.

               9.1.4   Functional Performance. The IDX Products shall perform
                       substantially as described in their documentation.

               9.1.5   Anti-Virus Testing. IDX represents and warrants that the
                       IDX Products will be tested prior to shipping for known
                       computer viruses in accordance with commercially
                       reasonable industry standards, including the use of
                       industry standard anti-virus detection software, and IDX
                       represents and warrants that the IDX Products shall be
                       free of viruses.

          9.2  Stentor Warranties.

               9.2.1   Encumbrances. The Stentor Products shall be free and
                       clear of all liens, restrictions, claims, charges,
                       security interests, or other encumbrances of any nature
                       whatsoever which might affect or adversely impact on
                       IDX's use of the Stentor Products as permitted under this
                       Agreement.

               9.2.2   Ownership; Right to License. Stentor owns or otherwise
                       has adequate rights to make the grants of the licenses to
                       the Stentor Products to IDX hereunder and possesses all
                       rights and interests in the Stentor Products necessary to
                       enter into this Agreement.

               9.2.3   No Infringement. Stentor Products and all components
                       thereof do not infringe upon the intellectual property
                       rights, including without limitation the patent,
                       copyright, trademark or trade secret rights, of any third
                       parties. The sole and exclusive remedy for breach of this
                       warranty shall be as set forth in Section 10.6.

               9.2.4   Functional Performance. The Stentor Products shall
                       perform substantially as described in their
                       documentation.

               9.2.5   Anti-Virus Testing. Stentor represents and warrants that
                       the Stentor Products will be tested prior to shipping for
                       known computer viruses in accordance with commercially
                       reasonable industry standards, including the use of
                       industry standard anti-virus detection software, and
                       Stentor represents and warrants that the Stentor Products
                       shall be free of viruses.

10.       MISCELLANEOUS

          10.1 Confidentiality.

               10.1.1  Confidential Information. Each of IDX and Stentor will
                       receive or learn from, information, both orally and in
                       writing, concerning the business of Stentor or IDX,
                       respectively, including, without limitation, financial,
                       technical and marketing information, data, and
                       information related to the

November 15, 2000

                                       15

<PAGE>

                       development of technology and services relating to
                       business plans, customers, and markets, which information
                       is deemed, in the case of Stentor, proprietary to Stentor
                       and, in the case of IDX, proprietary to IDX. Both parties
                       hereby agree, as set forth below, to protect such
                       information, whether furnished before, on or after the
                       date of this Agreement, as it protects its own similar
                       confidential information, but never less than by
                       commercially reasonable efforts, and not to disclose such
                       information to anyone except as otherwise provided for in
                       this Agreement. Such information, in whole or in part,
                       together with analyses, compilations, programs, reports,
                       proposals, studies or any other documentation prepared by
                       the parties, as the case may be, which contain or
                       otherwise reflect or make reference to such information,
                       is hereinafter referred to as "Confidential Information".
                       Each party hereby agrees that the Confidential
                       Information will be used solely for the purpose of this
                       Agreement and not for any other purpose. Each party
                       further agrees that any Confidential Information
                       pertaining to the other party is the sole and exclusive
                       property of such other party, and that the receiving
                       party shall not have any right, title, or interest in or
                       to such Confidential Information except as expressly
                       provided in this Agreement. Each party further agrees to
                       protect and not to disclose to anyone (except as provided
                       in this Agreement) for any reason Confidential
                       Information pertaining to the other party; provided,
                       however, that: (a) such Confidential Information may be
                       disclosed to the receiving party's respective officers,
                       directors, employees, agents, or representatives
                       (collectively, "Representatives") on a "need to know"
                       basis for the purpose of this Agreement on the condition
                       that (i) each of such Representatives will be informed by
                       the receiving party of the confidential nature of such
                       Confidential Information and will agree to be bound by
                       the terms of this Agreement and not to disclose the
                       Confidential Information to any other person and (ii)
                       each party agrees to accept full responsibility for any
                       breach of this Section 10.1.1 by its respective
                       Representatives; and (b) Confidential Information
                       pertaining to the other party may be disclosed upon the
                       prior written consent of the other party. Each party
                       hereby agrees, upon the request of the other party, to
                       promptly deliver to the other party at the other party's
                       cost the Confidential Information pertaining to such
                       other party, without retaining any copies thereof.
                       Specifically and without limitation, each party agrees to
                       notify the other party promptly in writing upon any
                       officer or director learning of any unauthorized
                       disclosure or use of the Confidential Information.

               10.1.2  Non-Confidential Information. The term" Confidential
                       Information" shall not include any information: (i) which
                       at the time of disclosure or thereafter is generally
                       available to or known by the public (other than as a
                       result of a disclosure directly or indirectly by the
                       receiving party); (ii) is independently developed by the
                       receiving party, without reference to or use of, the
                       Confidential Information of the other party; (iii) was
                       known by

November 15, 2000

                                       16

<PAGE>

                       the receiving party as of the time of disclosure without
                       a breach of confidentiality; (iv) is lawfully learned
                       from a third party not under obligation to the disclosing
                       party; or (v) is required to be disclosed pursuant to a
                       subpoena, court order or other legal process, whereupon
                       the receiving party shall provide prompt written notice
                       to the other party prior to such disclosure.

          10.2 No-Solicitation. During the first year of the term of this
               Agreement, neither party, nor any Affiliate within its Control,
               shall solicit to hire any individual who had been in the employ
               of the other party or any of the other party's Affiliates until
               such time as one (1) year has passed since such individual was in
               the employ of the other party.

          10.3 Regulatory Matters. Each party shall adopt, implement, and
               maintain appropriate and compliant policies, procedures, and
               practices necessary to comply with laws and regulations
               (including without limitation the Health Insurance Portability
               and Accountability Act of 1996 ("HIPAA") and the Federal Food,
               Drug and Cosmetic Act (the "FDA Act")) applicable to it in its
               business and applicable to it as a business partner of a customer
               of the other to whom products or services are provided under this
               Agreement. The parties agree to amend this Agreement to contain
               any provisions necessary to be included as a result of such
               business partner status. Each party agrees to timely develop and
               include in its respective products covered by this Agreement the
               functionality required to support the minimum necessary standards
               applicable users of its products as required by HIPAA.

          10.4 No Consequential Damages. In no event shall either party or any
               Affiliate of either party be liable hereunder for any
               consequential, special, incidental, punitive or indirect damages
               (including without limitation loss of profit, revenue, business
               opportunity or business advantage), whether based upon a claim or
               action of tort, contract, warranty, negligence, strict liability,
               breach of statutory duty, or any other legal theory or cause of
               action, even if advised of the possibility of such damages.

          10.5 Limitation of Liability. Neither party shall be liable to the
               other for damages or costs under this Agreement in excess of
               payments received from the other under this Agreement; provided
               that this limitation shall not apply to either party's
               indemnification obligation pursuant to Section 10.6(iii), and
               further provided that the limitation of liability applicable to
               either party's indemnification obligation pursuant to Section
               10.6(i) shall be an aggregate of Ten Million Dollars
               ($10,000,000) and each party shall carry liability insurance
               against all risks sufficient to cover such indemnification
               obligation. Each party must provide certificates of such
               insurance coverage upon request of the other and shall not change
               or alter such coverage without notice to the other party.

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<PAGE>

          10.6 Indemnification. Each party (an "Indemnifying Party") will
               indemnify the other party, its officers, employees, and agents
               (each an "Indemnified Party" and, collectively, the "Indemnified
               Parties") against, and hold each Indemnified Party harmless from,
               all claims, suits, judgments, losses, damages, fines or costs
               (including reasonable legal fees and expenses) ("Losses")
               resulting from any claim, suit, or demand by any third party
               ("Third Party Claim") for injuries to or deaths of persons or
               loss of or damage to property arising out of: (i) the
               Indemnifying Party's products or services as marketed by the
               Indemnified Parties, unless the Indemnified Parties shall have
               acted outside the scope of their rights under this Agreement;
               (ii) the Indemnifying Party's performance or willful misconduct
               of the Indemnifying Party, its employees, officers, or agents in
               connection with the Indemnifying Party's performance, of this
               Agreement, except to the extent caused by the negligence of any
               Indemnified Party, and (iii) that the Indemnifying Party's
               products, or any component thereof, whether used alone or in
               combination with any other item as intended, designed, suggested
               or induced by the Indemnifying Party or its agents, infringes or
               violates any patents, copyrights, trademarks, trade secrets,
               licenses, or other proprietary rights of any third party.

               10.6.1  The Indemnifying Party's obligations under this Section
                       10.6 will survive the termination of this Agreement.

               10.6.2  Each Indemnified Party shall give an Indemnifying Party
                       prompt written notice of any Third Party Claim of which
                       such Indemnified Party has knowledge concerning any
                       Losses as to which such Indemnified Party may request
                       indemnification hereunder. If the Indemnifying Party
                       acknowledges in writing its obligation to indemnify the
                       Indemnified Party hereunder against any Losses that may
                       result from such Third Party Claim, then the Indemnifying
                       Party shall be entitled to assume and control the defense
                       of such Third Party Claim at its expense and through
                       counsel of its choice if it gives notice of its intention
                       to do so to the Indemnified Party within five (5) days of
                       the receipt of such notice from the Indemnified Party;
                       provided, however, that if there exists or is reasonably
                       likely to exist a conflict of interest that would make it
                       inappropriate in the judgment of the Indemnified Party,
                       in its sole and absolute discretion, for the same counsel
                       to represent both the Indemnified Party and the
                       Indemnifying Party, then the Indemnified Party shall be
                       entitled to retain its own counsel, at the expense of the
                       Indemnifying Party. In the event the Indemnifying Party
                       exercises the right to undertake any such defense against
                       any such Third Party Claim as provided above, the
                       Indemnified Party shall cooperate with the Indemnifying
                       Party in such defense and make available to the
                       Indemnifying Party, at the Indemnifying Party's expense,
                       all witnesses, pertinent records, materials and
                       information in the Indemnified Party's possession or
                       under the Indemnified Party's control relating thereto as
                       is reasonably required by the Indemnifying Party.
                       Similarly, in the event the Indemnified Party is,
                       directly or indirectly,

November 15, 2000

                                       18

<PAGE>

                       conducting the defense against any such Third Party
                       Claim, the Indemnifying Party shall cooperate with the
                       Indemnified Party in such defense and make available to
                       the Indemnified Party, at the Indemnified Party's
                       expense, all such witnesses, records, materials and
                       information in the Indemnifying Party's possession or
                       under the Indemnifying Party's control relating thereto
                       as is reasonably required by the Indemnified Party. No
                       such Third Party Claim may be settled by the Indemnifying
                       Party without the prior written consent of the
                       Indemnified Party.

               10.6.3  In no event shall the Indemnifying Party be liable to an
                       Indemnified Party for any indirect, incidental, special,
                       punitive, exemplary or consequential damages arising out
                       of or otherwise relating to this Agreement, even if the
                       Indemnifying Party has been advised of the possibility or
                       likelihood of such damages.

               10.6.4  The Indemnifying Party's obligations to indemnify as set
                       forth in Section 10.6(iii) shall not apply to any claim
                       to the extent that it arises from (i) any modifications,
                       changes, additions, or enhancements to the Indemnifying
                       Party's products that have not been made directly by the
                       Indemnifying Party or have not been made at its express
                       direction or under its direct oversight, control or
                       supervision, (ii) any such modifications made by the
                       Indemnifying Party at the request or to the specification
                       of the Indemnified Party, the Indemnified Party's
                       Customers, or any of their agents.

          10.7 Expenses. Except as otherwise specified in this Agreement, all
               costs and expenses, including, without limitation, fees and
               disbursements of counsel, financial advisors and accountants,
               incurred in connection with this Agreement and the transactions
               contemplated hereby shall be paid by the party incurring such
               costs and expenses.

          10.8 Further Assurances and Documents. IDX and Stentor shall take all
               actions and do all things, including without limitation the
               execution and delivery of instruments and documents, necessary to
               effectuate the purposes and intent of this Agreement.

          10.9 Notices. All notices, requests, claims, demands and other
               communications hereunder shall be in writing and shall be given
               or made (and shall be deemed to have been duly given or made upon
               receipt) by delivery in person, by courier service, by telecopy
               or by registered or certified mail (postage prepaid, return
               receipt requested) to the respective parties at the following
               addresses (or at such other address for a party as shall be
               specified in a notice given in accordance with this Section
               10.9):

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                                       19

<PAGE>

                           (a)      if to Stentor:

                                    Stentor, Inc.
                                    385 Oyster Point Boulevard, Suite 8B
                                    South San Francisco, CA 94080
                                    Attention: Oran Muduroglu
                                    Facsimile: 650-866-4197

                           (b)      if to IDX:

                                    IDX Systems Corporation
                                    1400 Shelburne Road
                                    South Burlington, VT 05403
                                    Attention: Walt Marti
                                    Facsimile: 802-865-3489

                                    With a copy to: General Counsel at the same
                                    address

          10.10 Public Announcements. Except as required by law, governmental
                regulation or by the requirements of any securities exchange on
                which the securities of a party hereto are listed, no party to
                this Agreement shall make, or cause to be made, any press
                release or public announcement, not including routine
                advertisements subsequent to an initial joint announcement, in
                respect of this Agreement or the transactions contemplated
                hereby or otherwise communicate with any news media without the
                prior written consent of the other party, consent which shall
                not be unreasonably withheld, and the parties shall cooperate as
                to the timing and contents of any such press release or public
                announcement.

          10.11 Headings. The descriptive headings contained in this Agreement
                are for convenience of reference only and shall not affect in
                any way the meaning or interpretation of this Agreement.

          10.12 Severability. If any term or other provision of this Agreement
                is invalid, illegal or incapable of being enforced by any law,
                governmental regulation or public policy, all other terms and
                provisions of this Agreement shall nevertheless remain in full
                force and effect so long as the economic or legal substance of
                the transactions contemplated hereby is not affected in any
                manner materially adverse to any party. Upon such determination
                that any term or other provision is invalid, illegal or
                incapable of being enforced, the parties hereto shall negotiate
                in good faith to modify this Agreement so as to effect the
                original intent of the parties as closely as possible in an
                acceptable manner in order that the transactions contemplated
                hereby are consummated as originally contemplated to the
                greatest extent possible.

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                                       20

<PAGE>

          10.13 Entire Agreement. This Agreement constitutes the entire
                agreement of the parties hereto with respect to the subject
                matter hereof and supersede all prior agreements and
                undertakings, both written and oral, with respect to the subject
                matter hereof.

          10.14 Assignment. This Agreement shall be binding upon the parties and
                their respective successors, representatives and permitted
                assigns and their Affiliates Controlled by them, respectively.
                Except as provided in Section 2.4, neither party may assign this
                Agreement without the prior written consent of the other party,
                except that either party hereto may assign its rights hereunder
                to an Affiliate of such party and IDX may assign this Agreement
                to any Person that acquires all or substantially all of the
                assets of IDX's Radiology Information Systems Division and IDX
                shall be relieved of any obligation or liability hereunder. If
                IDX shall sell or transfer any of its assets, other than the
                assets of IDX's Radiology Information Systems Division, to a
                Person that is not an Affiliate of IDX, then such Person shall
                not have any obligations or liabilities under this Agreement and
                the assets transferred shall not be encumbered by or subject to
                this Agreement in any way.

          10.15 No Third Party Beneficiaries. This Agreement shall be binding
                upon and inure solely to the benefit of the parties hereto and
                their permitted assigns and successors and nothing herein,
                express or implied, is intended to or shall confer upon any
                other person or entity, any legal or equitable right, benefit or
                remedy of any nature whatsoever under or by reason of this
                Agreement.

          10.16 Amendment. This Agreement may not be amended or modified except
                by an instrument in writing signed by, or on behalf of, each of
                the parties.

          10.17 Governing Law. This Agreement shall be governed by the laws of
                the State of California without regard to its conflict of laws
                provisions.

          10.18 Counterparts. This Agreement may be executed in one or more
                counterparts, and by the different parties hereto in separate
                counterparts, each of which when executed shall be deemed to be
                an original but all of which taken together shall constitute one
                and the same agreement.

          10.19 Dispute Resolution If a dispute, controversy, or claim arising
                out of or related to this Agreement or with the relationship of
                the parties arises, then the parties shall attempt to resolve
                the dispute by means of the procedure set forth in this Section.
                The party believing itself aggrieved (the "Requesting Party")
                will call for progressive management involvement in the
                negotiation of the dispute by notice to the other party. Such a
                notice will be without prejudice to the Requesting Party's right
                to any other remedy permitted by this Agreement. The parties
                will use their best efforts to arrange personal meetings or
                telephone conferences as needed, at mutually convenient times
                and places, between negotiators for the parties at the following
                successive management levels, each of which will have a period
                of allotted time as specified below in which to attempt to
                resolve the dispute:

November 15, 2000

                                       21

<PAGE>

<TABLE>
<CAPTION>
                 Level            Stentor             IDX                                Allotted Time
                 --------------   -----------------   --------------------------------   ----------------
                 <S>              <C>                 <C>                                <C>
                 First            Stentor Vice        Vice President of Development      10 Business Days
                                   President           for RISD

                 Second           CEO                 General Manager of RISD            10 Business Days

                 Third            CEO                 President                          30 Days
</TABLE>

                The allotted time for the first-level negotiators will begin on
                the effective date of the Requesting Party's notice. If a
                resolution is not achieved by negotiators at any given
                management level at the end of their allotted time, then the
                allotted time for the negotiators at the next management level,
                if any, will begin immediately. If a resolution is not achieved
                by negotiators at the final management level within their
                allotted time, then the parties' CEO's shall engage in a
                mediation session using one or more third-party mediators
                mutually acceptable to the parties within thirty (30) days. The
                dispute resolution requirements set forth in this Section 10.19
                shall not apply to claims arising out of or related to: (a) any
                infringement or misappropriation of Stentor's or IDX's
                Intellectual Property, and (b) any violation of the
                confidentiality obligations set forth in Section 10.1.

          10.20 Waiver of Jury Trial. Each of the parties hereto irrevocably and
                unconditionally waives trial by jury in any legal action or
                proceeding relating to this Agreement or the transactions
                contemplated hereby and for any counterclaim therein.

          10.21 No Joint Venturer Status. None of the provisions of this
                Agreement is intended to create, nor shall any provision in this
                Agreement be deemed or construed to create, any relationship
                between Stentor and IDX other than that of independent entities
                contracting with each other under this Agreement solely for the
                purpose of effecting the provisions of this Agreement. Neither
                of the parties, nor any of their employees, shall be construed
                to be the partner, joint venturer, agent, employer or
                representative of the other

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized signatories thereunto duly
authorized as of the day and year first above written.


IDX SYSTEMS CORPORATION                     STENTOR, INC.


By:  /s/ Robert W. Baker, Jr.               By:  /s/ Oran Muduroglu
     -----------------------------------         -------------------------------
     [Signature of Authorized Agent]             [Signature of Authorized Agent]

Print Name and Title:                       Print Name and Title:

Robert W. Baker, Jr., Vice President        Oran Muduroglu, President & CEO

November 15, 2000

                                       22

<PAGE>

                                   SCHEDULE 1

                                       TO

                     DEVELOPMENT AND DISTRIBUTION AGREEMENT

                                   DEFINITIONS

"Affiliate" means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such specified Person.

"Change of Control" means any event, transaction or occurrence, with the
exception of an initial public offering, as a result of which either of IDX or
Stentor (i) shall cease to own or control, directly or indirectly through any of
its respective Affiliates, a majority of the voting rights associated with
ownership of its respective voting stock or (ii) shall cease to have the
ability, directly or indirectly, through one or more of its Affiliates, to elect
a majority of its respective board of directors.

"ConnectR" means the product currently marketed by IDX under the trademark
"ConnectR."

"Control" including the terms "Controlling," "Controlled by," and "under common
Control with," means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise, with the
exception of an initial public offering.

"Development Plan" means the Development Plan to be created pursuant to the
Development and Distribution Agreement.

"iDiagnostic Viewer" means the product to be developed under the Development
Plan and currently referred to as iDiagnostic Viewer.

"Distribution Partner" means any Person that has the right to market,
cooperatively market, distribute, resell, sublicense, license, sell or otherwise
provide a party's products or services, including by way of example and not in
limitation, any reseller, distributor, licensee, customer, contractor, service
provider, co-marketer, outsourcing vendor, or other information technology
company.

"Dynamic Transfer Syntax" or "DTS" means the product currently marketed by
Stentor under the marks Dynamic Transfer Syntax or DTS.

"IDX" means IDX Systems Corporation, IDX Information Systems Corporation, IDX
Investment Corporation, and their present and future Affiliates.

"IDX Customer" means any customer of IDX that is licensed to use any product
sold by IDX and any and all entities that have access to such product through
such customer, including without limitation IDXrad Customers and LastWord
Customers.

<PAGE>

"IDX Drivers" means the IDX modality drivers for downloading demographics and
exam information to the imaging scanners in accordance with DICOM Modality
Worklist standard, and the uploading of study specific information from the
imaging scanner to the Imaging Suite in accordance with the DICOM Perform
Procedure Step standard.

"IDX Products" means the products currently marketed as Imaging Suite and
ConnectR, the IDX Drivers, and any derivative works or future versions thereof.

"IDXrad" means the products currently marketed by IDX under the mark IDXrad and
future versions thereof containing substantially similar functions.

"IDXrad Customer" means (i) any customer of IDX that is licensed to use IDXrad
and (ii) any and all entities that have access to IDXrad databases through such
customer.

"Imaging Suite" means the product currently marketed by IDX under the mark
Imaging Suite.

"Imaging Suite Lite Version" means a version of Imaging Suite for installation
by Stentor at a non-IDXrad or LastWord site that does not require the
installation and configuration of the IDXrad system, but that can be operated in
concert with a pre-existing non-IDX radiology information system or healthcare
information system.

"iSite" means the product currently marketed by Stentor under the mark iSite.

"iSyntax Server" means the product currently marketed by Stentor under the mark
iSyntax Server.

"iVault" means the product to be developed under the Development Plan and
currenty referred to as the iVault.

"Intellectual Property" means, without limitation, know-how, trade secrets,
inventions (whether or not patentable), ideas, materials, discoveries,
techniques, plans, designs, formulas, processes, invention disclosures,
technology, data or information, software and documentation therefor, hardware,
source code (including all programmers' notes), procedures, methods, works and
other documentation and information and the right to sue and recover damages for
past, present and future infringement of such intellectual property.

"LastWord" means the product currently marketed by IDX under the trademark
LastWord and future versions thereof containing substantially similar functions.

"LastWord Customer" means (i) any customer of IDX that is licensed to use
LastWord and (ii) any and all entities that have access to LastWord databases
through such customer.

"Material Adverse Change" means any material adverse change in the business,
properties, results of operations, condition (financial or otherwise) of an
applicable Person (other than changes that are the result of economic factors
affecting the economy as a whole or changes that are the result of factors
generally affecting the specific industry or markets in which a party competes).

                                        2

<PAGE>

"Merge" means the process of merging all or a portion of existing software or
documentation into other software or documentation or adding to existing
software or documentation, including without limitation by application program
interfaces, so that the resulting software or documentation contains
functionality that is substantially more or different from that of the existing
software or documentation.

"MIMS System" means the medical imaging management system consisting of the
combination of both Imaging Suite and ConnectR and at least one of the Stentor
Products, as described in the Development Plan and on the diagram attached to
the Agreement as Exhibit G. The MIMS System shall not include any products,
features or functionality not described in either the Development Plan or the
diagram attached as Exhibit G.

"Person" means any individual, partnership, firm, corporation, association,
trust, limited liability company, limited liability partnership, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.

"Pre-existing Stentor Customer" means any Stentor Customer that existed as of
the Effective Date of this Agreement.

"Provide" means to market, sell, license, cooperatively market, or otherwise
distribute, including through one or more Distribution Partners.

"Regulatory Requirements" means all federal and state laws and regulatory
requirements applicable to the use by IDX, IDX Customers, Stentor, and Stentor
Customers of the MIMS System from time to time during the term of the
Development and Distribution Agreement, including without limitation those
applicable to billing and claims submittal, managed care, data transmission,
security and privacy, and program requirements generally applicable to
healthcare organizations, such as those involving accreditation.

"Stentor Component Technology" means Stentor's proprietary technology to
distribute data and images, including enhancements and improvements thereto,
including, but not limited to, technology used in iSyntax to distribute
image(s), or portions thereof, by transforming the image(s) into a flexible
hierarchical representation and by distributing, to a client, only the transform
data necessary to reconstruct the portion(s) of the image(s) desired at the
client.

"Stentor Customer" means any customer of Stentor that is licensed to use any
product sold by Stentor and any and all entities that have access to such
product through such customer, but shall not include any customer that is in an
evaluation period and not obligated to pay fees to Stentor for the Stentor
Product.

"Stentor License Exclusion Customer" means all IDXrad Customers and LastWord
Customers except: (i) any IDXrad Customer or LastWord Customer that is a
Pre-existing Stentor Customer; (ii) any IDXrad Customer or LastWord Customer
that does not use IDXrad or LastWord as their primary radiology information
system or primary clinical information system, respectively; (iii) any IDXrad
Customer or LastWord Customer that becomes a Stentor Customer prior to becoming
an IDXrad Customer or LastWord Customer; or (iv) any IDXrad Customer or

                                        3

<PAGE>

LastWord Customer that ceases to remain a Stentor License Exclusion Customer
pursuant to Section 5.6.

"Stentor Products" means the products marketed by Stentor and currently known as
the iDiagnostic Viewer, DTS, iSite Viewer, iSyntax Server, iVault, any future
versions thereof, and any derivative works or future versions thereof.

                                        4

<PAGE>

                                    EXHIBIT A

MINIMUM DEVELOPMENT REQUIREMENTS

[**]

November 15, 2000

<PAGE>

EXHIBIT B

IDX CONFIDENTIAL AND PROPRIETARY
IDXrad and LastWord Customer List

IDX HOUSE ACCOUNTS LISTING                                   STATE

          IDXrad Customers

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LASTWORD CUSTOMERS

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<PAGE>

                                    EXHIBIT C

                               Minimum Sales Goals

The Marketing Plan shall include the following minimum sales goals:

Sale of the MIMS System, or any component thereof, by either party to IDXrad
Customers or LastWord Customers as follows:

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These sales goals assume that Stentor has developed iSite Version 2.0 as
described in the Development Plan and that it is available for general release
no later than March 31, 2001. The timing of these sales goals shall be delayed
by one month for each month or portion of a month that the general release of
iSite Version 2.0 is delayed beyond March 31, 2001.

November 15, 2000

<PAGE>

                                    EXHIBIT D

                     REQUIRED END USER AGREEMENT PROVISIONS

End user agreements shall contain provisions as protective of the parties as the
following provisions:

1.   IN NO EVENT SHALL [IDX's/Stentor's] SUPPLIERS AND LICENSORS BE LIABLE FOR
ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL, ARISING OUT OF THE USE OF ANY
SOFTWARE SUPPLIED BY COMPANY, ITS SUPPLIERS OR LICENSORS. THE LICENSEE
UNDERSTANDS AND AGREES THAT THE SOFTWARE PROVIDED BY [IDX/Stentor] TO LICENSEE
CONTAINS SOFTWARE THAT IS THE COPYRIGHTED PRODUCT AND A TRADE SECRET OF
[IDX/Stentor] OR ITS SUPPLIERS AND LICENSORS, AND THAT LICENSEE WILL NOT USE ANY
SUCH SOFTWARE IN VIOLATION OF THE RESTRICTIONS CONTAINED IN THIS AGREEMENT AND
WILL NOT DISCLOSE THE SOFTWARE TO ANYONE OTHER THAN ITS EMPLOYEES OR AGENTS AS
REASONABLY NECESSARY FOR THE PURPOSE OF THIS AGREEMENT AND ON THE CONDITION THAT
IT ACCEPTS FULL RESPONSIBILITY FOR ANY BREACH HEREOF BY ANY SUCH INDIVIDUAL. THE
FOREGOING AGREEMENTS ARE FOR THE EXPRESS BENEFIT OF [IDX/Stentor], ITS SUPPLIERS
AND LICENSORS, AND MAY BE ENFORCED BY [IDX/Stentor], AND ITS SUPPLIERS AND
LICENSORS.

2.   QUALIFIED MODALITY
[IDX/STENTOR] shall provide Customer a list of medical imaging equipment or
modalities ("Qualified Modalities") for Customer's use with the MIMS System
Software/Services. Customer shall contact [IDX/Stentor] immediately if any
additional modalities are added or a modification to an existing Qualified
Modality occurs. A modification to a Qualified Modality includes any type of
change, enhancement or upgrade to that modality, including software upgrades or
revisions. Customer accepts full responsibility for any failure or any other
adverse consequences that may occur if Customer uses MIMS System Software with
any modality other than a Qualified Modality.

3.   SERVICE EQUIPMENT
Service Equipment: shall mean all equipment supplied to or used by Customer in
conjunction with the MIMS System Software/Services.

Access To Service Equipment: Customer shall provide remote network access to the
Service Equipment and MIMS System Software, including providing to [IDX/Stentor]
the necessary security information to access the Service Equipment over a
network. In addition, Customer shall provide to [IDX/Stentor] personnel physical
access to all Service Equipment and MIMS System Software subsequent to receipt
of reasonable notice by [IDX/Stentor].

E-Mail Services: The Customer shall allow outgoing e-mail from Service Equipment
either through the customers SMTP e-mail services or shall allow service
equipment to access the [IDX/Stentor] SMTP e-mail service.

November 15, 2000

<PAGE>

No Modification to Service Equipment: Customer agrees not to modify, in any way,
or tamper with the Service Equipment and any software operating on the Service
Equipment. Customer may access Service Equipment during installation, in
accordance with specific instructions from [IDX/Stentor] personnel. In addition,
Customer may access Service Equipment for system administration of MIMS System
Software to assign user identifications and grant user passwords. Customer
agrees not to load any additional software on Service Equipment.

4.        PROPRIATARY RIGHTS AND CONFIDENTIALITY
Ownership: Customer acknowledges and agrees that Stentor-IDX owns the sole and
exclusive worldwide right, title and interest in and to the MIMS System
Software/Services, and MIMS Documentation as well as all worldwide intellectual
property rights therein and all copies thereof, in whole and in part, subject
only to Customer's limited licensed rights to receive and use such MIMS System
Software/Services, and MIMS Documentation as permitted by this Agreement.

Duty of Confidentiality: To protect [IDX/Stentor] Proprietary Information,
Customer agrees that Customer will not decompile, reverse engineer, disassemble
or otherwise reduce the MIMS System Software/Services to a human perceivable
form or permit any other party to do so. Customer may not modify, adapt,
translate, rent, lease, sell, sublicense, loan, resell for profit, distribute,
time-share [except as either IDX or Stentor specifically allows customer to
allow access to third parties] or create any derivative works based upon, the
MIMS System Software/Services, and otherwise any and all information, regardless
of form, that is confidential, proprietary and/or a trade secret of
[IDX/Stentor] ("[IDX/Stentor] Proprietary Information") or any portion thereof
or permit any other party to do so.

Customer shall limit disclosure of [IDX/Stentor] Proprietary Information to its
employees who have a need to know the information in connection with the receipt
of the MIMS System Software/Services. Customer may permit members of its medical
community to observe operation of the MIMS System Software/Services on a limited
basis if they have a need to do so. In no event and under no circumstances shall
Customer reproduce, in any form, MIMS System Software and Documentation. In
addition, Customer shall not reproduce computer screen displays generated by the
iSite(TM) client software. Customer shall not disclose [IDX/Stentor] Proprietary
Information to other parties (except members of its medical community as
described above) or use [IDX/Stentor] Proprietary Information for purposes other
than use of the MIMS System Software/Services, except that it may disclose or
use:

          a)    any information that [IDX/Stentor] expressly authorizes it, in
                writing, to disclose;

          b)    any information that is, through no breach of this or any other
                agreement with [IDX/Stentor], in the public domain; and any
                information that it is required by law to disclose.

Customer agrees to take appropriate action to bind all employees and consultants
regarding their obligations under this Agreement with respect to use, copying,
modification, confidentiality, protection and security of the [IDX/Stentor]
Proprietary Information. Customer agrees that any use or attempted use of
[IDX/Stentor] Proprietary Information in violation of the restrictions of this
Agreement is a material breach of the Agreement which will cause irreparable
harm to [IDX/Stentor], entitling [IDX/Stentor] to injunctive relief in addition
to all legal remedies. The

November 15, 2000

<PAGE>

duty of confidentiality set forth in this Section shall survive three (3) years
subsequent to termination the agreement.

5.   WARRANTY DISCLAIMER:
EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES (IF ANY), [IDX/STENTOR] MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY,
FITNESS FOR PURPOSE OR CORRESPONDENCE WITH DESCRIPTION. THERE IS NO WARRANTY
THAT THE [IDX/STENTOR] PROPRIETARY SOFTWARE IS FREE FROM PROGRAMMING ERRORS.

[IDX/Stentor] shall have no liability and responsibility under the [express
warranties] if:

     a)   The MIMS Licensed Software/Service has been altered or damaged by
          accident, neglect, misuse or other abuse;
     b)   Customer has failed to provide an operating environment (e.g., air
          temperature, electrical surge protection, etc.) for the computer
          equipment operating the MIMS System that complies with general
          industry standards for the safe operation of computer equipment;
     c)   Customer has loaded unauthorized software onto the computer equipment
          operating the MIMS System;
     d)   The MIMS Licensed Software/Service is operating in conjunction with a
          modality that is not a Qualified Modality;
     e)   The MIMS Licensed Software/Service is not the latest update released
          to Customer; or
     f)   The Customer has failed to notify [IDX/Stentor] in writing, during the
          License Term, of any defect Customer contends is a breach of warranty.

6.   LIMITED LIABILITY:
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS
OF BUSINESS OR FOR INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES SUFFERED BY CUSTOMER, IT'S CUSTOMERS, EMPLOYESS AND PATIENTS OR
OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MIMS SYSTEM SOFTWARE /
SERVICES, DOCUMENTATION OR ANY OTHER STENTOR PRODUCTS OR SERVICES, FOR ALL
CAUSES OF ACTION OF ANY KIND (INCLUDING BUT NOT LIMITED TO TORT, CONTRACT,
NEGLIGENCE, STRICT PRODUCT LIABILITY AND BREACH OF WARRANTY) EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STENTOR'S LIABILITY WILL IN
NO EVENT EXCEED THE TOTAL DOLLARS PAID BY CUSTOMER FOR MIMS SYSTEM
SOFTWARE/SERVICES.

November 15, 2000

<PAGE>

CONFIDENTIAL                                                              Page 1

                                    EXHIBIT E

        To Distribution and Development Agreement by and between Stentor,
                        Inc. and IDX Systems Corporation

                               COMPENSATION TERMS

1.   Stentor shall pay Royalties to IDX on sale of MIMS Systems by Stentor or a
     Stentor Distribution Partner, as follows:

     A.   If Stentor Provides a MIMS System to any End User, Stentor shall pay
          IDX an amount equal to [**] % of the greater of (i) [**] for such MIMS
          System and (ii) [**]; provided that if after the Effective Date but
          prior to December 31, 2001, IDX Provides IDXrad or LastWord to the
          same customer after Stentor Provides a MIMS System to that customer,
          Stentor shall pay IDX an amount equal to [**] % of the greater of (i)
          [**] for such MIMS System or (ii) [**] to such customer.

     B.   If a Stentor Distribution Partner Provides a MIMS System to an IDXrad
          Customer or a LastWord Customer that is a Stentor License Exclusion
          Customer, Stentor shall pay IDX an amount equal to [**] % of the
          greater of (i) [**] for such MIMS System or (ii) [**].

     C.   If a Stentor Distribution Partner Provides a MIMS System to any person
          who (i) is not an IDXrad Customer or a LastWord or (ii) an IDXrad or
          LastWord Customer that is not a Stentor License Exclusion Customer,
          Stentor shall pay IDX an amount equal to [**] % of the greater of (i)
          [**] for such MIMS System, or (ii) [**].

2.   IDX shall pay Royalties to Stentor on sale of MIMS Systems by IDX or an IDX
     Distribution Partner, as follows:

          A.   If IDX Provides a MIMS System to an IDXrad Customer or LastWord
               Customer, IDX shall pay Stentor an amount equal to [**] % of the
               greater of (i) [**] for such MIMS System or (ii) [**].

          B.   If IDX or an IDX Distribution Partner Provides a MIMS System to
               any person who is not an IDXrad Customer or LastWord Customer,
               IDX shall pay Stentor an amount equal to [**] % of the greater of
               (i) [**] for such MIMS System or (ii) [**].

3.   Stentor in its discretion shall determine its own List Price for a MIMS
     System not later than December 31 of each Calendar year during the term of
     this Agreement. This Stentor List Price will be used to calculate the [**]
     as set forth below. The sole effect of the Stentor List Price on IDX will
     be to make this royalty calculation. IDX retains complete discretion over
     prices relating to the MIMS System licensed by IDX.

4.   For the purposes of this Exhibit E the defined terms set forth below shall
     apply. In the case of any conflict or inconsistency between the defined
     terms in this Exhibit and those defined in the Agreement, those set forth
     in this Exhibit shall govern and control with respect to this Exhibit, and
     those set forth in the Agreement shall govern and control with respect to
     the Agreement.

 The following table is provided for convenience in applying the above payment
     obligations and is intended to be duplicative. If there is any conflict
     between the above rules and this table, the above rules shall govern and
     control.

<TABLE>
<CAPTION>

               END USER                            SOLD BY                ROYALTY PAID TO   ROYALTY
   --------------------------------------------------------------------------------------------------------------------------------
   <S>                                             <C>                    <C>               <C>
   IDXrad Customer or LastWord Customer            IDX                    Stentor           [**] % of the greater of [**] OR [**]
   --------------------------------------------------------------------------------------------------------------------------------
   IDXrad Customer or LastWord Customer that is    Stentor                IDX               [**] % of the greater of [**] OR [**]
   a Stentor License Exclusion Customer            Distribution Partner
   --------------------------------------------------------------------------------------------------------------------------------
   Any End User (but see the last row in this      Stentor                IDX               [**] % of the greater of [**] OR [**]
   table if such customer subsequently becomes
   an IDXrad
</TABLE>

<PAGE>

CONFIDENTIAL                                                              Page 2

<TABLE>
   <S>                                             <C>                    <C>               <C>
   Customer or LastWord Customer between the
   Effective Date and December 31, 2001)
   --------------------------------------------------------------------------------------------------------------------------------
   Not an IDXrad Customer or LastWord Customer     IDX                    Stentor           [**] % of the greater of [**] OR [**]
   --------------------------------------------------------------------------------------------------------------------------------
   Not an IDXrad Customer or LastWord Customer     Stentor                IDX               [**] % of the greater of [**] OR [**]
   or an IDXrad Customer or LastWord Customer      Distribution Partner
   that is not a Stentor License Exclusion
   Customer
   --------------------------------------------------------------------------------------------------------------------------------
   Pre-existing Stentor Customer who becomes an    IDX                    Stentor           [**] % of the greater of [**] OR [**]
   IDXrad Customer or LastWord Customer and
   subsequently or concurrently buys all or
   part of a MIMS System
   --------------------------------------------------------------------------------------------------------------------------------
   Stentor Customer who becomes an IDXrad          Stentor                IDX               [**]% of the greater of [**]or [**]paid
   Customer or LastWord Customer after the                                                  for all MIMS System components
   Effective Date but prior to December 31, 2001                                            (regardless of their date of sale) and
                                                                                            payments aremade from the date the
                                                                                            customer becomes an IDX Customer
   --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5.   Stentor shall pay a royalty to IDX for each IDX Driver licensed to an End
     User by either Stentor or a Stentor Distribution Partner equal to the
     greater of (i) [**]% of [**] or (ii) $[**] for each imaging device to which
     such IDX Driver(s) is connected. IDX in its discretion shall set the [**]
     not later than December 31 of each Calendar year during the term of this
     Agreement provided that the [**] shall not be increased by more than the
     annual increase in the Consumer Price Index, all items, all urban
     consumers, U.S. city average for such year + [**]%.

                                  DEFINED TERMS

          Exhibit E to Distribution and Development Agreement by
          and between Stentor, Inc. and IDX Systems Corporation

"Agreement" means the Development and Distribution Agreement between IDX and
     Stentor of which this Exhibit E is a part.

"Authorized Licensor" means a Party or a Distribution Partner of a Party
     authorized pursuant to the Agreement.

"Control"(including similar terms such as "Controlling," "Controlled by") shall
     have the meaning set forth in Rule 12b-2 promulgated under the Securities
     and Exchange Act of 1934.

"Distribution Partner" means a person authorized by a Party to distribute the
     MIMS System pursuant to the Agreement.

"End User" means a person to whom an Authorized Licensor Provides a MIMS System.

"Gross Revenue" means [**] charged by an Authorized Licensor to an End User for
     [**]. "Revenue" does not include [**] charged by an Authorized Licensor to
     an End User for [**]. "IDXrad Customer" means (i) any customer of IDX that
     is licensed to use IDXrad and (ii) any and all entities that have access to
     IDXrad databases through such customer.

"LastWord Customer" means (i) any customer of IDX that is licensed to use
     LastWord and (ii) any and all entities that have access to LastWord
     databases through such customer.

"IDX Driver" shall have the meaning set forth in the Agreement.

<PAGE>

CONFIDENTIAL                                                              Page 3

"Maintaining" means error correction, updates, and new versions of the MIMS
     System and its components.

"MIMS System" means a system consisting of the MIMS System (as defined in the
     Agreement), plus all other component items Provided by an Authorized
     Licensor in connection therewith, such as equipment, software, and services
     obtained from a Third Party.

"Minimum Royalty Base" in connection with [**] such MIMS System [**].

"Net Revenue" [**].

"Party" means IDX Systems Corporation or Stentor Incorporated.

"Pre-existing Stentor Customer" means any Stentor Customer that existed as of
     the Effective Date of this Agreement.

"Provide" (and similar terms such as "Providing") shall have the meaning set
     forth in the Agreement.

"Royalty" means the fee to be paid to a Party by a Party when such Party
     Provides a MIMS System under the Agreement.

"Stentor Customer" means any customer of Stentor that is licensed to use any
     product sold by Stentor and any and all entities that have access to such
     product through such customer, but shall not include any customer that is
     in an evaluation period and not obligated to pay fees to Stentor for the
     Stentor Product

"Stentor License Exclusion Customer" means all IDXrad Customers and LastWord
     Customers except (i) any IDXrad Customer or LastWord Customer that is a
     Pre-existing Stentor Customer; (ii) any IDXrad Customer or LastWord
     Customer that does not use IDXrad or LastWord as their primary radiology
     information system or primary clinical information system, respectively;
     (iii) any IDXrad Customer or LastWord Customer that becomes a Stentor
     Customer prior to becoming an IDXrad Customer or LastWord Customer; or (iv)
     any IDXrad Customer or LastWord Customer that ceases to remain a Stentor
     License Exclusion Customer pursuant to Section 5.6.

"Stentor List Price" means the price that Stentor lists for retail sale of a
     MIMS System as set pursuant to this Exhibit E.

"Third Party", when referred to in the context of a discussion of a particular
     Authorized Licensor, means any person not Controlled by, Controlling, or
     under common Control with such Authorized Licensor, as the context
     requires.

"Third Party Costs" means all of the actual costs of any good or services of a
     MIMS System Provided by an Authorized Licensor, if such costs are payable
     to a Third Party, but does not include royalties paid to IDX or Stentor.

<PAGE>

                                    EXHIBIT F

          STENTOR UPTIME PERFORMANCE, GUARANTEE

As an Application Service Provider (ASP), Stentor, Inc. provides image
distribution on a per-use basis. The ASP model insulates the institution from
hardware and software obsolescence and enables Stentor to guarantee [**]% uptime
performance for iSite.

In the event that Stentor is unable to meet our [**]% uptime performance
guarantee per month, we will discount that month's fee as follows:

          UPTIME PERFORMANCE                            DISCOUNT
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]
--------------------------------------------------------------------------------
[**]                                        [**]

1)        Every [**]% deviation will provide a [**]% discount for that month's
          fee

2)        Uptime performance less than [**]% will provide [**]

System Uptime Terms and Definitions

     .    STENTOR guarantees it's authorized and licensed users of iSite server
          that the product is [**]% available per month as defined in the
          following terms and conditions.

     .    All time is measured in an increment of one-hour units. Fractions are
          truncated.

     .    One month is defined as a calendar month. For example, April has 30
          days but May has 31 days, therefore, actual required time for this
          guarantee will be variable.

     .    Customer supplied equipment refers to any devices that STENTOR did not
          supply directly to customers (network cables, fibers, hubs, hospital
          network, telephone lines etc.)

Stentor Uptime Performance Guarantee-Confidential - 9/18/2000
November 15, 2000

<PAGE>

     .    Stentor customer support representatives are anyone who is authorized
          to respond to customer outage situations (e.g., This can include third
          party agents who are authorized to perform the response tasks).

     .    [**]% Uptime means the Stentor iSite system is functionally accessible
          by all authorized users for [**]% of the time when an access is
          requested by the devices that are connected to the server.
          Availability is measured at the standard point of demarcation (SPOD),
          and outside of the scheduled and external downtime periods as defined
          in this document.

     .    Customer's Designated Contact is a contact person at the customer site
          that shall judge STENTOR's uptime claims.

     .    The Standard Point of Demarcation (SPOD) is defined at the network
          connection interface installed at the iSite server computer hardware.
          For example if 100 Base T network hardware is being used, the Ethernet
          contact pins on the Ethernet card installed on the iSite server shall
          be "our" uptime responsibility. The pins on the connector and beyond
          are customer's uptime domains. This is the demarcation point that QA
          procedure uses.

     .    Downtime shall be categorized into three modes: Unscheduled Downtime,
          Scheduled Downtime, and External Downtime.

     .    Unscheduled downtime shall begin upon notification of Stentor by an
          authorized customer representative that the iSite server could not be
          accessed beyond the SPOD. This instance of unscheduled downtime shall
          be predicated on the fact that there was no advance notification by
          STENTOR in the 24-hour period prior to the outage. The cause of outage
          must be originated within the STENTOR supplied equipment and software.
          The unscheduled downtime shall commence upon the first response by a
          STENTOR customer service representative to the notification from the
          authorized customer representative regarding the down system issue and
          a trouble ticket has been logged

     .    Scheduled downtime shall be defined as the period that iSite servers
          are inaccessible due to scheduled system maintenance. Scheduled
          downtime shall be scheduled at STENTOR's discretion with notification
          to the customer's designated contact. Typical scheduled downtime
          includes preventative maintenance and system upgrades. Automatic and
          scheduled re-boot and restart shall be categorized under the scheduled
          down time so long as the frequency and time of occurrence has been
          communicated to the customer's designated contact. The scheduled
          downtime shall begin when access to the iSite server is completely
          impaired, and does not include the duration of notification period.

     .    External downtime shall be defined as when iSite servers are
          inaccessible due to events that are not in STENTOR's control. These
          events shall include, but are not limited to, events due to natural
          causes such as prolonged power failures, electrical surges due to
          lightening, flood, fire, and manual shutdowns at the sole discretion
          of the customer without prior notification to Stentor, Inc. Note,
          however, that any failure in the iSite server computer that STENTOR
          supplies is subject to Unscheduled Downtime measurement.

     .    STENTOR shall express uptime and downtime metrics based on a
          percentage number based on hourly increments through one calendar
          month.

     .    All downtime ends when a STENTOR customer support representative has
          confirmed and recorded the resumption time of the availability and/or
          received one heartbeat report

Stentor Uptime Performance Guarantee - Confidential - 9/18/2000
November 15, 2000

<PAGE>

          back from the server, provided there are not external problems beyond
          the SPOD which prevent the heartbeat report from reaching STENTOR.

     .    Uptime metrics shall be measured in "total round-trip" manner. A
          system is considered "up" if an image can be "pushed" to the iSite
          server and the same image can be accessible within 30 minutes of the
          initial "push". If there is criteria is not met than the system shall
          be considered down.
     .    Uptime percentage (measured in hours) = (Unscheduled Downtime
          hours)/(Number of hours in a given month) * 100.

Informational: Aggregate Uptime Table

ANNUAL                                       ... AND IN ONE CALENDAR MONTH, WE
UPTIME   APPROXIMATE DURATION THAT CAN BE    CAN AFFORD TO GO DOWN APPROXIMATELY
RATE     DOWN PER ASTRONOMICAL YEAR.         THIS LONG.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                [**] down.
--------------------------------------------------------------------------------
[**]%    [**]                                Down [**]
--------------------------------------------------------------------------------

ASSUMPTIONS

The following assumptions are being made:

     .    There is a way to continuously measure and monitor the uptime in a
          round-trip manner. The proposal for this is included in my
          "Heart-Beat" monitor definitions.

     .    We assume that hardware is sufficiently reliable and do not perform
          hardware specific tests other than setting up an acceptable selection
          criteria. The computer hardware we have chosen has a minimum MTBF
          value of 45,000 hours or greater (approximately 5 years). The system
          MTBF for the purpose of uptime guarantee shall be based on the minimum
          MTBF component installed on the entire system. For example, if an
          Ethernet card has a MTBF of 20,000 hours but the rest of the systems
          have a MTBF of 100,000 hours then the entire system is deem to fail
          within 20,000 hours, and we shall reject a choice of such hardware.
          Under these selection criteria, this author assumes that more than
          99.99% of the hardware in the field shall operate continuously.

     .    If a recoverable failure occurs on a redundant component, this event
          shall not be considered a downtime. For example, if a one of the
          RAID-5 volume goes down, but the system is available, then that is not
          considered as a system failure so long as we are meeting the Uptime
          criteria, and we can recover from this condition during the Scheduled
          downtime. Likewise, if we supply a cluster of redundant servers and
          one of the server goes down, that is not considered as a downtime so
          long as the user can access the active server transparently.

Setentor Uptime Performance Guarantee - Confidential - 9/18/2000
November 15, 2000

<PAGE>

     .    All iSite Server hardware is supplied to the customer as part of the
          Stentor Service Agreement. The supplied hardware is covered under
          Stentor's Service Agreement with [**].

          .    Only Stentor approved software may be resident on the iSite
               Server. The presence of non Stentor approved software residing on
               the iSite Server will invalidate the [**]% uptime guarantee.

          .    If the customer is supplying their own hardware for the iSite
               Server, that hardware must be purchased to Stentor's
               specification, only Stentor approved software applications may
               reside on said server, and the customer must provide a [**]
               service agreement equivalent to Stentor's service agreement with
               [**].

Setentor Uptime Performance Guarantee - Confidential - 9/18/2000
November 15, 2000

<PAGE>

                                    EXHIBIT G

            COMPONENTS OF THE IDX/STENTOR INTEGRATED PRODUCT OFFERING

                                      [**]

IDX Confidential                                                        11/21/00

                                     Page 1