Note:  The
name of the Customer  and the  Exhibits to this  Agreement  have not been  included
because they are  deemed proprietary in nature.

Exhibit
10.65

# TERMINATION
AGREEMENT

THIS
TERMINATION AGREEMENT (Agreement) is entered into by and between a
significant customer (Significant Customer) and PeopleMed.com, Inc.
(PeopleMed) effective December 1, 2002.

RECITALS

WHEREAS,
PeopleMed and the Significant Customer entered into a Chronic Disease Management
Purchase Agreement dated November 24, 1999, a Consulting Services Agreement
dated November 24, 1999, and a Chronic Disease Management Purchase Agreement
dated December 12, 2000 (collectively the Contracts), true and
correct copies of which are attached hereto as Exhibits A, B, and C,
respectively; and

WHEREAS,
PeopleMed  and the  Significant  Customer  desire to terminate the Contracts on the terms
and  conditions set forth herein;

TERMS

NOW,
THEREFORE, for and in consideration of the promises contained herein and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.
Incorporation  of  Recitals.  The  foregoing  Recitals  are  incorporated  as  though
fully set forth herein.

2.
Payment by the Significant Customer. A Significant Customer will pay
PeopleMed a total of $800,000 as full payment and satisfaction of all remaining
obligations, monetary and otherwise, owed by the Significant Customer under the
Contracts. The Significant Customer will pay PeopleMed: $350,000 upon execution
and delivery of this Agreement; another $250,000 on January 1, 2003; and the
remaining $200,000 on April 1, 2003. Thereafter, The Significant Customer will
have no obligations whatsoever to PeopleMed under the Contracts.

3.
Potential Refund; Commissions. In the event that the Significant Customer
desires and is able to furnish a suitable replacement customer
during the time period from December 1, 2002 to June 30, 2003, then, PeopleMed
will refund to The Significant Customer an amount not to exceed $350,000 subject
to the following terms and conditions. If before June 30, 2003 The Significant
Customer finds a suitable replacement customer for the software that was
previously being used by the Significant Customer under the Contracts, PeopleMed
will pay the Significant Customer the gross profit margin generated by PeopleMed
from providing services to such suitable replacement customer in an amount not
to exceed $50,000 per month from the date that the suitable replacement customer
is found through June 30, 2003. In no event will any profits generated on or
after July 1, 2003 be paid to the Significant Customer, provided,

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however, that
for any gross profit margin generated before July 1, 2003, the
Significant Customer will still be entitled to the appropriate refund even if
payment is not actually received by PeopleMed until after July 1, 2003. The
specific date that a replacement customer is found will be determined by the
date a contract between the replacement customer and PeopleMed is effective.
Whether a potential customer is a suitable replacement customer will
be PeopleMeds decision, but a potential customer or group of potential
customers introduced to PeopleMed by the Significant Customer who will purchase
services similar to those provided under the Contracts will not unduly be denied
suitable replacement customer status by PeopleMed.

In
the event a suitable replacement customer is provided by the Significant
Customer to PeopleMed, the refund to The Significant Customer will be calculated
as follows:

Example
1:

Assuming
the Significant Customer provides PeopleMed with a replacement customer that
provides approximately $50,000 in gross profit margin per month, the Significant
Customer will receive a refund at the end of the month in which the replacement
customer actually makes payment to PeopleMed amounting to the specified gross
profit margin. Assuming the replacement customer and PeopleMed execute a
contract on February 1, 2003 whereby PeopleMed realizes the specified gross
profit margin during the five month period, the Significant Customer would be
entitled to a refund of $50,000 x 5 months = $250,000 (February 1, 2003 to June
30, 2003 = 5 months). Each and every refund will only be paid to the Significant
Customer after the replacement customer actually pays PeopleMed. The five
months worth of refunds equaling $250,000 to be paid to the Significant
Customer will be paid on a monthly basis or as the replacement customer pays
PeopleMed the specified amount warranting a refund, whichever is longer. Any and
all refunds will be reduced by any costs incurred by PeopleMed to develop,
enhance, or adjust the current software to meet the needs of the the Significant
Customer replacement customer that are not borne directly by the replacement
customer in the form of a separate development fee.

Example
2:

Assuming
the Significant Customer provides PeopleMed with a replacement customer that
provides gross profit margin to PeopleMed that is less than $50,000 per month,
the Significant Customer will receive a refund equal to the percentage or
fraction thereof of $50,000 in gross profit margin that the replacement customer
provides. Assuming a replacement customer is provided and the contract is signed
on February 1, 2003, and the gross profit margin is $25,000 per month, the
Significant Customer would be entitled to a refund of $50,000 reduced by 50%
($25,000/$50,000 = 50%) x 5 months = $125,000 (February 1, 2003 to June 30, 2003
= 5 months). This refund will only be provided as the replacement customer pays
its fee in accordance with the methodology and reductions set forth in Example
1.

4.
Limitation on Refunds; Commissions.In no event will PeopleMed be
obligated to pay a refund of more than $350,000 less the $50,000 per month
reduction from December 1, 2002 to June 30, 2003, provided, however, that in the
event that the Significant Customer furnishes a replacement customer that
provides more than $50,000 per month in replacement gross profit margin, the
Significant Customer will be entitled to receive a commission of 6% of any
revenues provided by the Significant Customers replacement customers that
provide more than $50,000 in monthly gross profit margin. The 6% commission will
be paid on first years revenues only. Commission payments to the
Significant Customer will be made after PeopleMed has received payment from the
replacement customer. Additionally, in the event the Significant Customer
furnishes a customer for PeopleMed that is not deemed
to be an suitable replacement customer but is taken on as a customer by
PeopleMed, PeopleMed will pay the Significant Customer a commission equal to six
percent (6%) of the first years gross net revenues to PeopleMed. This
commission will be due and payable to the Significant Customer only after
PeopleMed has received and realized actual payment from a customer furnished by
the Significant Customer. Unless already included in the calculation of the
gross profit margin, no commission will be due to the Significant Customer on
any revenues associated with development or other expenses necessary to get the
the Significant Customer referred customers system up and running.

2

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5.
Release. Except for the obligations expressly undertaken in this
Agreement, PeopleMed and the Significant Customer, both for themselves and all
of their shareholders, members, partners, directors, managers, officers,
employees, agents, subcontractors, attorneys, assigns, heirs, executors,
representatives, designees, parent corporations, affiliated entities,
subsidiaries, predecessors-in-interest, and successors-in-interest, whatsoever,
hereby release, acquit, and forever discharge each other and all of their
respective shareholders, members, partners, directors, managers, officers,
employees, agents, subcontractors, attorneys, assigns, heirs, executors,
representatives, designees, parent corporations, affiliated entities,
subsidiaries, predecessors-in-interest, and successors-in-interest, whatsoever,
from any and all claims, charges, complaints, back charges, offsets,
recoupments, future deductibles, settlements, damages, debts, demands,
contracts, covenants, representations, warranties, promises, agreements,
obligations, liabilities, rights, controversies, actions, suits, causes of
action, costs, expenses, attorney fees, and matters of any kind, whatsoever,
whether known or unknown, fixed or contingent, based upon, arising out of, or
relating in any way to any monetary obligations under the Contracts.

6.
Purpose of  Agreement.  This  Agreement  is a compromise  of disputed  claims and is not
to be  construed as an admission of liability by any party hereto.

7.
Warranty Of Non-Assignment. The parties represent and warrant that they
have not sold, assigned, conveyed, or otherwise transferred, prior to the date
of execution of this Agreement, any interest in any claim or demand which they
had or now have or may claim to have had that is covered by this Agreement. The
parties further agree that they shall never sell, assign, convey, or otherwise
transfer such claims or demands.

8.
Binding Effect of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective shareholders,
members, partners, directors, managers, officers, employees, agents,
subcontractors, attorneys, assigns, heirs, executors, representatives,
designees, parent corporations, affiliated entities, subsidiaries,
predecessors-in-interest, and successors-in-interest, whatsoever.

9.
Integration and Modification. The Agreement contains the entire understanding
and agreement relating to the subject matter hereof and supersedes all prior or
contemporaneous agreements, writings, discussions, and understandings. This
Agreement cannot be modified, amended, or terminated except by a writing executed by
the parties hereto.

10.
Independent Advice of Counsel. The parties have been represented by
and/or have had the opportunity to consult with counsel in connection with the
negotiation, drafting, and execution of this Agreement. Each of the parties here
to represents and warrants that it is executing this Agreement willingly and
voluntarily without coercion or duress.

11.
Governing Law. This Agreement shall be governed by the laws of the State of
Colorado.

3

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12.
Authorization to Execute Agreement. Each person executing this Agreement warrants
that he or she is the duly authorized representative of the corporation, entity, or
person for whom he or she acts and is fully and legally empowered to execute and deliver
this Agreement.

|PEOPLEMED.COM, INC.
By: /s/ Michael I. Ruxin, MD
Michael I. Ruxin, M.D.
Its:  Chairman and Chief Executive Officer
Date: December 19, 2002 | A SIGNIFICANT CUSTOMER
By: /s/ Significant Customer
Its: V.P. of Health Services
Date: December 19, 2002
|------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------