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                                                                    Exhibit 10.9

                                   Medicive(R)
                    Medical Enterprise Data Management System

                                LICENSE AGREEMENT

         THIS SOFTWARE LICENSE AGREEMENT (Agreement) is made as of the date set
forth on the signature page below by and between Member-Link Systems, Inc., a
Delaware corporation with its principal offices at 11 Dupont Circle, N.W., Suite
325, Washington. DC ("Developer") and Mobile Care Foundation, located at 355
Ridge Ave., C413 Evanston, Illinois 60202.

                                    RECITALS

Developer has developed, owns and desires to license to Licensee the software
and database system used in connection with Licensor's medical enterprise data
management system (System), which software is described in Exhibit A hereto
(Software). Licensee desires to obtain from Developer a license to use said
Software pursuant to the terms and conditions of this Agreement. In
consideration of the premises and of the mutual covenants contained herein,
Developer and Licensee (Parties) agree as follows:

1.  LICENSE/PAYMENT. In Consideration of payment(s) made in accordance with, and
    in the amounts established by, the Statement of Work/Invoice tendered by
    Developer, which document is incorporated herein by reference, Developer
    grants to Licensee a non-exclusive, non-transferable license to use the
    Software and database system pursuant to the terms and conditions of this
    Agreement. Licensee is granted no title or ownership rights in or to the
    Software, in whole or in part, which rights.as.between the Parties, shall
    remain with Developer or its suppliers. The right to use the Software is
    restricted by a measure of usage of application based upon the number of
    devices or users as set forth on Schedule B. Expansion beyond a specific
    usage level will require payment of an additional fee.

2.  TRADE SECRETS. Developer considers the Software and database system "trade
    secrets" of Developer and/or its suppliers. Such "trade secrets" include,
    without limitation thereto, the specific design structure and logic of
    individual Software programs, their interactions with other portions of
    Software, both internal and external, and the programming techniques
    employed therein. In order to maintain the "trade secret" status of the
    information contained within the Software, certain portions of said Software
    are being delivered to Licensee in object code form only.

3.  BENEFICIARIES. Developer or its suppliers holding any intellectual property
    rights in the Software and database system and/or any third party owning any
    intellectual property right in software from which the Software was derived,
    are intended third party beneficiaries of this License. All grants of rights
    to use intellectual property intended by this License are explicitly stated
    and no additional grants of such rights shall be inferred or created by
    implication.

4.  AFFIRMATIVE COVENANTS. Subject to the provisions of Section 6 below,
    Licensee shall:

    4.1. Hold the Software in confidence for the benefit of Developer and/or
         Developer's contractors, agents and suppliers;




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    4.2. Keep a current record of the location of each copy of Software made by
         it;

    4.3. Use each copy of the respective Software only on a single CPU at a time
         (for this purpose, single CPU shall include systems with redundant
         processing units) at Licensee's facilities and only within the U.S.A.;

    4.4. Affix to each copy of Software made by it for archival or back-up
         purposes, in the same form and location, a reproduction of the
         copyright notices, trademarks and all other proprietary legends and/or
         logos of Licensor and/or its suppliers, appearing on the original copy
         of such Software delivered to Licensee and retain the same without
         alteration on all original copies; and

    4.5. Destroy the Software and all copies at such time as Licensee chooses to
         permanently cease using it and give prompt notice thereof to Licensor.

5.  NEGATIVE COVENANTS.  Subject to the provisions of Section 6 below, Licensee
    shall not:

    5.1. Use the Software for any purpose other than as provided by this
         License; or

    5.2. Allow anyone other than Licensee's employees and agents to have
         physical access to the Software and database system; or

    5.3. Make copies of, reproduce or duplicate the Software, provided that
         Licensee may make one copy of the Software for backup or archival
         purposes only; or

    5.4. Make any modifications, enhancements, adaptations, or translations to
         or of the Software and database system, except for those permitted in
         this Agreement or resulting from those Licensee interactions with the
         Software associated with normal use and explained in the associated
         documentation; or

    5.5. Attempt to reverse engineer, disassemble, reverse translate, decompile,
         or in any other manner decode the Software, in order to derive the
         source code for any other reason; or

    5.6. Make full or partial copies of any documentation or other similar
         printed or machine-readable matter provided with Software unless the
         same has been supplied in a form by Licensor intended for periodic
         reproduction for Licensee's employees and agents or for internal use
         only; or

    5.7. Export or re-export the Software and/or associated documentation from
         the fifty states of the United States and the District of Columbia; or

    5.8. Sublicense, transfer or convey the Software or any right therein to any
         third party; or

    5.9. Install the Software on any network, file server, virtual disk,
         time-sharing, multiple CPC, other multi-user bulletin board or remotely
         accessible arrangement, or any Internet or publicly accessible system,
         electronic, bulletin board other than on a secure local area network
         within Licensee's organization at or in Licensee's facilities, provided
         that Licensee has paid the requisite license fees for each user of the
         Software on such network; or


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    5.10. Use the Software to perform medical diagnostic functions, set
          treatment procedures or substitute for the medical judgement of a
          physician or qualified healthcare provider; or

    5.11. Publish, translate or transfer possession of the Software or a copy or
          portion thereof to any third party.

6.  RESTRICTED RIGHTS. If at any time the user of the Software is employed by or
    affiliated with a federal government department, agency or other government
    entity, the following restricted rights legend regarding limited government
    rights in the use of the data and software herewith, must be applied to the
    Software before licensing the Software in human-readable form that can be
    readily and visually perceived, and to the accompanying documentation before
    distribution of the Software to any end-user:

         The Software and documentation is provided with RESTRICTED RIGHTS. The
         Use, Duplication, or Disclosure by the Government is subject to
         restrictions as set forth in subdivision (c)(1)(ii) of the Rights in
         Technical Data and Computer Software clause at DFAR 252.227-7013 or
         restricted rights clauses at 48 CFR 52.227-19 or 52.227-14, as
         applicable. Contractor/Manufacturer is Member-Link Systems, Inc., 1615
         L Street, N.W., Suite 1150, Washington, D.C. 20036.

7.  LIMITED WARRANTY.

    7.1.  Subject to the provisions set forth in this Section 8, Developer
          warrants that for a period of ninety (90) days (Warranty Period)
          subsequent to the acceptance of the Software by Licensee, the Software
          shall conform with and perform the functions set forth in Developer's
          specifications therefor and shall be free from defects in material and
          workmanship. If, during the Warranty Period, Developer is notified
          that the Software is defective or fails to so perform, within a
          reasonable period of time, Developer shall use reasonable efforts to
          correct such defects or failure and ensure that the Software conforms
          with and performs the functions set forth in said specifications.
          Developer's obligation under this warranty is limited to using
          reasonable efforts to correct any Software failures and Developer's
          performance thereof or the return of the license fees paid for such is
          breached. Notwithstanding the foregoing, Developer gives no warranty
          with respect to data or components supplied by third Software shall be
          Licensee's sole remedy in the event this warranty parties.

    7.2.  Developer's limited warranty under this Article 8 shall not apply to:

          7.2.1.  Damage or defects caused by Licensee's negligence,
                  including, but not limited to:

                  7.2.1.i.   Use of Software and database system Licensee other
                             than in accordance with written instructions
                             furnished by Developer;

                  7.2.1.ii.  Modification by Licensee of Software without
                             Developer's Consent;





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                  7.2.1.iii. Use of the Software on a non-dedicated platform
                             (i.e. a computer running other programs in addition
                             to the Software) except as otherwise set forth in
                             Exhibit B hereto; or

                  7.2.1.iv.  Use of the Software on a computer which is not
                             equipped with 28.8 KBP/S fax/modem with access to
                             dial-in phone service; or

                  7.2.1.v.   Any part of the Software or data system provided by
                             third parties, including but not limited to
                             Licensee's current operating systems and equipment.

          7.2.2.  Any Software damaged by accident or disaster, including,
                  without limitation, fire, flood, wind, water, extreme
                  temperature, lightning or power failure.

    7.3.  Licensee shall reimburse Developer for Developer's out-of-pocket and
          labor charges and expenses incurred at Licensee's request in
          responding to and/or remedying Software deficiencies not covered by
          the aforesaid limited warranty or by a Software Maintenance Agreement
          between Developer and Licensee.

    7.4.  THE LIMITED WARRANTIES IN THIS ARTICLE 8 CONSTITUTE THE ONLY
          WARRANTIES OF DEVELOPER WITH RESPECT TO THE SOFTWARE, AND ARE IN LIEU
          OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR
          IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE
          MADE BY DEVELOPER ON BEHALF OF ANY OTHER PARTY WHICH MAY HAVE
          INDEPENDENTLY SUPPLIED ANY PART OF THE SYSTEM TO DEVELOPER.

    7.5.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
          IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT
          (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR INFRINGEMENT), STRICT
          LIABILITY, PRODUCT LIABILITY OR OTHERWISE, SHALL DEVELOPER OR ANY
          THIRD PARTY SUPPLIER OF ANY PART OF THE SOFTWARE, OR LICENSEE BE
          LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL OR
          INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOST PROFITS OF
          THE OTHER PARTY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR
          WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
          IN NO EVENT SHALL DEVELOPER'S LIABILITY HEREUNDER, REGARDLESS OF THE
          BASIS OF THE CLAIM AS AFORESAID, EXCEED THE AMOUNT OF LICENSE FEES
          PAID BY LICENSEE TO DEVELOPER HEREUNDER.

8.  INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

    8.1.  Developer agrees that it will defend, at its own expense, all suits
          and claims against Licensee for infringement or violation of any
          patent, trademark, copyright, trade secret, or other intellectual
          property rights of any third party (collectively, "Intellectual
          Property




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          Rights"), covering , or alleged to cover, the Software in the form
          furnished or as subsequently modified by Developer, and Developer
          agrees that it will pay all sums, including, without limitation,
          attorneys' fees and other costs, which, by final judgement or decree,
          or in settlement of any suit or claim, may be assessed against
          Licensee on account of such infringement or violation, provided

          8.1.1. Developer shall be given Notice of all claims of any such
                 infringement or violation and of any suits or claims brought or
                 threatened against Licensee or Developer of which Licensee has
                 express knowledge, and Developer shall be given full authority
                 to assume control of the defense thereof through its own
                 counsel at its expense and to compromise or settle any suits or
                 claims so far as this may be done without prejudice to the
                 right of Licensee to continue the use, as contemplated, of the
                 Software so furnished; and

          8.1.2. Licensee shall cooperate fully with Developer in the defense of
                 such suit or claims and provide Developer such assistance as
                 Developer may reasonably require in connection therewith.
                 Notwithstanding the foregoing, Licensee shall have the right,
                 at its expense, to participate in such defense or settlement
                 negotiations.

    8.2.  If in any such suit so defended, all or any part of the Software is
          held to constitute an infringement or violation of any third party's
          Intellectual Property Rights and its use is enjoined, or if in respect
          of any claim of infringement or violation Developer deems it advisable
          to do so, Developer shall act at its sole option take one or more of
          the following actions at no additional cost to Licensee:

          8.2.1. procure the right to continue the use of the Software without
                 interruption for Licensee; or

          8.2.2. replace the Software with non-infringing Software that meets
                 Licensor's specifications; or

          8.2.3. modify said Software so as to be non-infringing, provided that
                 the Software as modified meets all of said specifications; or

          8.2.4. take back the infringing Software and credit Licensee with an
                 amount equal to its price less an allowance for use.

    8.3   Developer's obligations under this Section 9 shall not apply to any
          infringement or violation of Intellectual Property Rights caused by
          modification of the Software other than in an manner permitted in this
          Agreement or in Developer's specifications or any infringement cause
          solely by Developer's usage of equipment other than in accordance with
          the specifications, e:kcept with the prior written consent of
          Developer. Licensee shall indemnify Developer against all liability
          and costs, including reasonable attorney's fees, for defense and
          settlement of any and all claims against Developer for infringements
          or violations based upon the foregoing.





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9.  SOFTWARE MAINTENANCE.

    9.1.  During the Warranty Period, Developer agrees to provide to Licensee
          any new, corrected or enhanced version of the Software then available
          to Developer.

    9.2.  Subsequent to the Warranty Period, Developer shall make Software
          maintenance support available to Licensee pursuant to a separate
          Software Maintenance Agreement. The costs for maintenance services and
          support will be those established by Developer from time to time.

    9.3.  Licensee agrees that Licensor shall retain all rights, interest and
          title in any and all modifications and customizations to Developer's
          software, database system and applicable interfaces developed in the
          course of its work, installation, maintenance and service for
          Licensee, whether with or without the participation of Licensee. Such
          modifications and customizations shall be treated as subject to the
          terms of this License, absent written agreement to the contrary
          between the parties.

10. ASSIGNMENT. Neither this License nor any rights acquired by Licensee through
    this License are assignable. Any attempted assignment of rights and/or
    transfer of Software shall be void and conclusively presumed a material
    breach of this License.

11. TERMINATION. In the event that Licensee is in default under any material
    term or condition of this Agreement and has not corrected such default
    within thirty (30) days subsequent to the receipt from Developer of a Notice
    describing the default, then Developer may terminate this Agreement upon
    Notice to Licensee.

12. GENERAL PROVISIONS.

    12.1. This Agreement shall be governed by and construed in accordance with
          the laws of the District of Columbia.

    12.2. This Agreement represents the entire agreement between the parties
          respecting this subject matter and supersedes all prior discussions,
          agreements and understandings between them.

    12.3. This Agreement may only be amended in a writing signed by both
          Parties.

    12.4. Notices shall be sent to the respective Parties at the addresses set
          forth below their respective signatures. If either Party changes its
          address while this Agreement is in force, it shall so advise the other
          Party in a Notice and any Notice thereafter required to be given shall
          be sent to such new address. For purposes of this Agreement, "Notice"
          means a writing containing the information required by this Agreement
          to be communicated to any Person, sent by registered or certified
          mail, postage prepaid, or given by personal delivery, or sent by
          confirmed air or surface courier or confirmed telefax to such Person
          at the last known address or last known telefax number of such Person,
          as the case may be, the third business day after date of registry
          thereof or the date of the certification of the receipt therefor as
          evidenced by postal or courier records or the date of personal
          delivery (or refusal thereof during normal business hours) or the date
          of

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          telefax answer-back confirmation being deemed the date of receipt of
          Notice; provided, however, that any communication sent to such Person
          and actually received by such Person shall constitute Notice for all
          purposes of this Agreement.

    12.5. If any provision or any part of any provision of this Agreement shall
          be invalid or unenforceable, such invalidity or unenforceability shall
          not invalidate or render unenforceable any other portion of this
          Agreement.

    12.6. The failure of either Party to insist, in any one or more instances,
          upon the performance of any of the terms, covenants or conditions of
          this Agreement, or to exercise any right hereunder, shall not be
          construed as a waiver or relinquishment of the future performance of
          any such terms, covenants or conditions or the future exercise of such
          right.

    12.7. This Agreement may be executed in multiple counterparts, each of which
          shall be deemed an original and all of which taken together shall
          constitute one and the same instrument.

    12.8. The headings contained in this Agreement are for reference purposes
          only and shall not affect in any way the meaning or interpretation of
          this Agreement or be construed as a limitation on the scope of the
          section to which the heading refers.

                         (Signatures on following page)

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of
this date.

MEMBER-LINK SYSTEMS, INC.
(Developer)


          /s/ Hans Kastensmith                            Date:  October 1, 1999
         ----------------------------------
By:      Hans Kastensmith
Title:   President
Address: 11 Dupont Circle, NW, Suite 325
         Washington, D.C. 20036


MOBILE CARE FOUNDATION
(Licensee)


         /s/ Laura J. Baker
         ----------------------------------
By:      Laura J. Baker                                 Date:   November 9, 1999
Title:   Director
Address: 355 Ridge Avenue, C413
         Evanston, IL 60202

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