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                                                              EXHIBIT 10.10

                                  HBO & Company
                                       and
                                 HealthDesk(TM)


                               MARKETING AGREEMENT

     This Marketing Agreement ("Agreement") is made and entered into as of this
30th day of September, 1997, ("Effective Date") by and between HealthDesk(TM),
Corporation ("Business Partner"), a California corporation with its principal
place of business at 2560 Ninth Street, Suite 220, Berkeley, California 94710,
and HBO & Company of Georgia ("HBOC"), a Delaware corporation with its principal
place of business at 301 Perimeter Center North, Atlanta, Georgia 30346.

                              STATEMENT OF PURPOSE

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

    B.   Business Partner owns, distributes and supports certain computer
         software known and marketed as HealthDesk(TM) OnLine, and
         HealthDesk(TM) OnLine for Diabetes which are consumer software packages
         that leverages the Internet to provide a confidential information and
         resource link between the consumer and the healthcare provider.

    C.   HBOC desires to acquire and Business Partner desires to grant to HBOC a
         license to market, sublicense and distribute HealthDesk(TM) Online
         together with other HBOC products and services to HBOC customers and
         prospects under the terms and conditions of this Agreement.

                                    AGREEMENT

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

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

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

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

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    1.3    "Consumer Price Index" means, as of any date, the Consumer Price
           Index for All Urban Consumers, U.S. City Average, published by the
           U.S. Bureau of Labor Statistics (base year 1982-84=100, except that,
           if the base for the Index is so changed that 1982-84 prices no longer
           represent 100, an appropriate adjustment will be applied to the
           published indices so as to relate them to the aforesaid base in which
           1982-84 prices represent 100), as published by the Bureau of Labor
           Statistics of the U.S. Department of Labor as of the most recent
           calendar month for which the Index is published prior to such date.
           In the event that the Consumer Price Index is discontinued, the
           parties shall agree to a substantially similar government index or
           publication as a reasonable replacement.

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

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

    1.6    "Documentation" means the full and complete documentation in any
           media and form (CD, hard copy, electronic, etc.) for BP Software,
           including all programmer, user, training, operating, support and
           other manuals, technical specifications and documents and manuals
           relating to the installation, implementation, use, maintenance,
           testing and operation of BP Software, together with all revisions,
           updates and other modifications thereto as Business Partner may make
           from time to time.

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

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

    1.9    "End User (s)" means the  person(s) who register with HBOC Customers 
           for the license and use of the Business Partner Software.

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

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

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

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

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

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

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

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

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

2. TERM.

    2.1    Term. This Agreement shall commence on the Effective Date and shall
           continue in full force and effect for a period of three (3) years
           ("Initial Term"), unless earlier terminated as provided for below in
           Article 14. Thereafter, this Agreement will automatically renew for
           successive terms of one (1) year each ("Renewal Terms"). Either party
           may terminate this Agreement without cause at the end of the Initial
           Term or any Renewal Term by providing at least one hundred and twenty
           days (120) days prior written notice to the other party.

3. LICENSE.

     3.1   License Grant. Business Partner hereby grants HBOC, its Affiliates
           and Distributors, a non-exclusive, non-transferable (except as set 
           forth in Section 15.11), license to use BP Software in the Territory
           on any computer system operated by HBOC for the purposes of testing,
           developing, interfacing and integrating the BP Software with HBOC
           Software and for marketing, demonstrating, educating, installing and
           supporting BP Software. Additionally, HBOC shall have the right to
           incorporate all or portions of the Documentation into documentation
           created by HBOC for HBOC Software, provided that HBOC identifies such
           Documentation or portions thereof as being proprietary to Business
           Partner.

        3.1.1   At HBOC's option, Business Partner shall grant to HBOC and
                HBOC's employees **** licenses for the BP Software to use for a
                **** per employee. Thereafter, HBOC, at its option, may renew
                the trial licenses and purchase additional licenses, upon the
                signing of a mutually agreed upon contract between HBOC and
                Business Partner, for its employees for a period of one year for
                **** per employee.

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

    3.3    Copies. HBOC and its Affiliates and Distributors may make copies of
           BP Software for the functions required or permitted in this Article 3
           and may also make a reasonable number of copies of BP Software for
           purposes for archival, backup and disaster recovery. HBOC will use
           reasonable efforts to reproduce all Business Partner copyright,
           confidentiality and proprietary notices on each copy.

3.4     Trademarks.

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

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

     3.5     HBOC Co-Branding. Notwithstanding anything to the contrary in this
             Agreement, HBOC shall have the right , with mutual agreement with
             HBOC's Customers, to incorporate HBOC's logo and other information
             in the Business Partner Software and sublicenses to HBOC Customers.
             HBOC's logo and other information will co-exist with Business
             Partner's logo and information.

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 4. SOURCE CODE ESCROW.

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

         4.2     Release of Source Code from Escrow Account. In the event that
                 Business Partner (a) becomes insolvent or ceases to carry on
                 business, and the business of Business Partner is not carried
                 on by a receiver or trustee or assignee; or (b) Business
                 Partner discontinues or fails to provide the BP Software or
                 support or maintenance of the BP Software in accordance with
                 the terms of this Agreement for any reason whatsoever, then
                 HBOC shall have the right to acquire a copy of the Source Code
                 for the purpose of developing, maintaining, modifying and
                 marketing the BP Software in accordance with the terms of this
                 Agreement so long as HBOC continues to pay the appropriate fees
                 due to Business Partner hereunder times a factor of (i) 1.0 in
                 the first year; (ii) .75 in the second year; (iii) .5 in the
                 third year; (iv) .25 in the fourth year; and (v) zero in
                 further years

5.  DELIVERY.

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

           5.2    New Releases. Business Partner shall deliver to HBOC or make
                  available to HBOC via downloads from the Business Partner Home
                  Page at no additional charge and within thirty (30) days after
                  general availability by Business Partner, a reasonable number
                  of copies of New Releases and Documentation related to such
                  New Releases for internal use by HBOC, its Affiliates and
                  Distributors. Business Partner shall deliver New Releases to
                  HBOC Customers or make available to the HBOC Customers via
                  downloads from the Business Partner Home Page at no additional
                  charge and within thirty (30) days after general availability
                  by Business Partner.

            5.3   Customer Delivery. Business Partner shall deliver the BP
                  Software to HBOC Customers as soon as possible (and in any
                  case, no later than seven (7) days), after receipt of a
                  purchase order from HBOC (subject to a Sublicense Agreement).
                  Business Partner shall be responsible for installation and
                  implementation of the Business Partner Software for HBOC
                  Customers.

            5.4   New  Products.  Business  Partner  new  products  will be 
                  added to this  Agreement  when  generally  available  for 
                  distribution, to be sold by HBOC.

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6.  MARKETING.

           6.1    Generally. HBOC will use reasonable efforts to market the BP
                  Software. It is the parties' intention that HBOC, or its
                  Affiliates or Distributors, be the single channel through
                  which HBOC Customers procure BP Software; and all agreements,
                  licenses, orders and invoices for the BP Software shall be by
                  and between HBOC (or its Affiliate or Distributor) and an HBOC
                  Customer.

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

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

                6.2.2 Marketing Collateral. Work together to develop articles or
                entries regarding BP Software for the HBOC marketing
                publications, including without limitation: Fact Sheets,
                Business Partner Solutions Directory, HBOC Sales Manual and For
                Your Arsenal, and any other marketing publications released by
                HBOC from time to time during the term of this Agreement. All
                cost associated with the production of marketing collateral will
                be at HBOC's expense. Business Partner will provide HBOC free of
                charge Business Partner logo and any necessary art work for HBOC
                to incorporate into the marketing collaterals. HBOC shall
                include references to the BP Software in presentations, as
                appropriate, and shall be responsible for the design and
                development of marketing collateral for the BP Software.

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

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

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

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

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

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

                 6.2.9. Web Page References. It is the intent of the parties to
                establish a web page link on each party's home page to the home
                page of the other party within a reasonable period of time
                following execution of this Agreement. HBOC will announce the
                new partnership on the "What's New" section of the HBOC home
                page and provide a link to the press release of the partnership
                on Business Partner's Homepage.

                6.2.10. Business Partner Reference. As appropriate and
                reasonable, and at HBOC's discretion, may serve as a Business
                Partner reference and assist Business Partner in putting
                together a white paper after HBOC employees have used the BP
                Software for fifteen (15) months.

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

    7.1.   Technical  Support for HBOC.  Business  Partner  shall  provide to
           HBOC, at no  additional  charge,  reasonable  technical support and  
           consultation  from  Business  Partner's  designated  offices by way 
           of telephone,  bulletin  boards or other electronic  means,  to 
           assist HBOC in the resolution of problems  encountered  by HBOC in 
           the operation, configuration, implementation  and support of BP 
           Software seven (7) days per week,  twenty-four  (24) hours each day.
           Such support shall include  best  efforts by  Business  Partner to
           verify,  diagnose  and  correct  errors and defects in the BP 
           Software in accordance  with the support and  escalation  procedures
           set forth at Exhibit I. Business  Partner agrees to support the
           release  immediately  prior to the New Release of the BP Software 
           for a minimum of twelve (12) months  after the general availability 
           of a New Release.

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

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

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

    7.5    Professional Services. Business Partner shall make professional
           services available to HBOC beyond the scope of those provided in this
           Article 7 on mutually acceptable terms and conditions; however the
           rates payable by HBOC for such services shall not exceed Business
           Partner's then current rates in any event.

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    7.6    Access to Source Code. Business Partner shall provide HBOC with
           access to the Source Code of such portions of the BP Software as may
           be reasonably necessary for any application or database interfaces or
           integration HBOC may desire to create.

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

    7.8    New Versions. The parties acknowledge that in order to support the
           continuing development and enhancement of the Business Partner
           Software and related products, it may be desirable for Business
           Partner to invest significantly in special research and development
           projects or to license third party technology to provide material
           enhancements to the Business Partner Software which are beyond
           customary incremental improvements. It is expressly understood that
           the agreed to royalties as provided herein do not cover such material
           enhancements and that the terms and conditions regarding the license
           of any such material enhancements shall be subject to good faith
           negotiations between the parties.

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

    7.10   Marketing Literature; Sales Support. Business Partner shall provide
           and distribute a reasonable number of copies of its BP Software
           marketing literature to appropriate HBOC sales and marketing
           personnel Business Partner shall respond timely and effectively to
           HBOC requests for information and sales assistance

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

    8.1    Customer Support. Business Partner shall be responsible for support
           to HBOC customers. HBOC shall provide HBOC Customer the name and
           phone number for Business Partner Technical support. The Business
           Partner will be the first point of contact for maintenance and
           support. Business Partner will perform the installation of the BP
           Software and the training of HBOC Customer personnel in the use of
           the BP Software or HBOC, may at its option, either perform the
           installation or the BP Software and training of the HBOC Customer
           personnel in the use of the BP Software. Business Partner shall
           provide appropriate levels (both in quantities and experience) of
           staff to support HBOC in answering technical questions, as
           specifically set forth in Section 7.1 of this Agreement, identifying
           and resolving errors in the BP Software, and providing temporary
           solutions to BP Software errors which are not immediately resolvable.
           In accordance with procedures established by the parties, Business
           Partner shall prioritize work on error corrections and shall from
           time to time provide HBOC with New Releases incorporating such error
           corrections.

    8.2    New Releases. HBOC shall use reasonable efforts to interface BP New
           Releases with HBOC Software. While it is the parties' desire that the
           BP Software contain the New Releases, they acknowledge that the BP
           Software is complex and that such changes may require substantial
           development efforts on behalf of HBOC, third parties and HBOC
           Customers, and that whether the New Releases are interfaced with HBOC
           Software is in the sole discretion of HBOC.

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

9. PRICES AND PAYMENT.

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    9.1    List Prices. List Prices for the BP Software and any associated
           services are set forth on Exhibit B. HBOC shall unilaterally
           determine the fees to be charged to HBOC Customers for the BP
           Software, including without limitation, software license fees,
           standard implementation, standard customization and support fees.
           Quotes for special and other non-standard charges will be quoted by
           Business Partner.

    9.2    License & Sublicense Fees. For each Sublicense of BP Software and
           resale of BP Services to an HBOC Customer, HBOC agrees to pay
           Business Partner the List Prices on Exhibit B less the applicable
           Discount as set forth on Exhibit C, exclusive of taxes. Business
           Partner reserves the right to increase the List Prices on Exhibit B
           no more than once in any consecutive twelve (12) month period, upon
           at least one-hundred-eighty (180) days prior written notice to HBOC.
           No annual increase for BP Software or BP Services shall exceed the
           lesser of (i) an amount no greater than the percentage of any
           increase over the preceding 12-month period in the Consumer Price
           Index or (ii) five percent (5%).

     9.3   Software Maintenance Fees. In consideration for the New Releases
           provided by Business Partner pursuant to Section 5.2, Business
           Partner shall be entitled to annual software maintenance fees as set
           forth in Exhibit B. No software maintenance fee shall be due Business
           Partner for (a) HBOC Internal Licenses, or (b) Sublicenses of the BP
           Software which are not supported by BP and for which New Releases
           from Business Partner are not requested. Support fees will accrue
           beginning one (1) year after fulfillment of the initial order for the
           BP Software and shall paid annually, during the first calendar
           quarter of each year. The first annual support fee for each HBOC
           Customer shall be prorated through December 31 of the calendar year
           in which it becomes due.

     9.4   Invoices.

           9.4.1 Sublicenses and HBOC Internal Licenses: Upon fulfillment of any
           order by Business Partner for a Sublicense or an HBOC Internal
           License, Business Partner shall issue an invoice to HBOC for the
           total amount due.

           9.4.2 Software Maintenance Fees for Sublicenses: Business Partner
           shall issue separate invoices for annual software maintenance fees
           for Sublicenses at such time that these fees become due.

    9.5    Payment Terms. HBOC shall pay all invoices submitted by Business
           Partner within sixty (60) days of receipt. HBOC reserves the right to
           withhold payment to Business Partner for invoices, to and only to the
           extent, which HBOC disputes in good faith. The parties agree to use
           reasonable efforts to settle such payment disputes within 60 days. If
           HBOC and BP, reasonably agree that HBOC must refund all or a portion
           of the fees collected for BP Software, BP Interface or BP Services to
           an HBOC Customer and Business Partner has been paid by HBOC in
           accordance with this section, then HBOC shall deduct from the next
           payment to Business Partner the amounts refunded to the HBOC
           Customer.

    9.6    Exclusivity. During the term of this Agreement, Business Partner will
           not market the Business Partner Software to the companies listed in
           Exhibit D. This exclusivity applies only if HBOC meets or exceeds
           cumulative revenue targets in Exhibit D. Revenue targets will be
           reconciled quarterly, 60 days after the close of the quarter. (e.g.,
           The calendar quarter beginning January 1 and ending March 31 would be
           due on May 31). In the event the cumulative revenues at the end of
           any given quarter is less than the targeted amount, then Business
           Partner may, at its option, terminate this exclusivity clause.
           Alternatively, HBOC may, at its option, elect to continue the
           exclusivity terms of this agreement by paying to Business Partner a
           lump sum equal to the difference between the quarterly cumulative
           revenue target and the amount of cumulative revenues actually
           received by Business Partner. Such sum shall serve as a
           non-refundable prepay against which future Sublicense may be applied.

    9.7    Taxes. HBOC shall be responsible for payment of any sales or use or
           similar taxes (except those based on income to Business Partner)
           relating to the sublicense of BP Software or the resale of BP
           Services to HBOC Customers under this Agreement.

                                     Page 9
<PAGE>



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

    9.9    Exclusive Payment. This Article 9 is the exclusive statement of the
           payments to which Business Partner shall or may be entitled with
           respect to the subject matter of this Agreement.


    10. PROPRIETARY RIGHTS AND CONFIDENTIALITY.

    10.1   Ownership and Protection. Each party agrees that it has no interest
           in or right to use the Proprietary Information of the other except in
           accordance with the terms of this Agreement. Each party acknowledges
           that it may disclose Proprietary Information to the other in the
           performance of this Agreement. The party receiving the Proprietary
           Information shall: (i) maintain it in strict confidence and take all
           reasonable steps to prevent its disclosure to third parties, except
           to the extent necessary to carry out the purposes of this Agreement,
           in which case these confidentiality restrictions shall be imposed
           upon the third parties to whom the disclosures are made, (ii) use at
           least the same degree of care as it uses in maintaining the secrecy
           of its own Proprietary Information (but no less than a reasonable
           degree of care) and (iii) prevent the removal of any proprietary,
           confidential or copyright notices placed on the Proprietary
           Information.

    10.2   Limitation. Neither party shall have any obligation concerning any
           portion of the Proprietary Information of the other which: (i) is
           publicly known prior to or after disclosure hereunder other than
           through acts or omissions attributable to the recipient or its
           employees or representatives; (ii) as demonstrated by prior written
           records, is already known to the recipient at the time of disclosure
           hereunder; (iii) is disclosed in good faith to the recipient by a
           third party having a lawful right to do so; or (iv) is the subject of
           written consent of the party which supplied such information
           authorizing disclosure; or (v) is required to be disclosed by the
           receiving party by applicable law or legal process, provided that the
           receiving party shall immediately notify the other party so that it
           can take steps to prevent its disclosure.

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

    11. WARRANTIES.
    11.1   Business Partner Warranties.

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

                                    Page 10
<PAGE>



           11.1.2 Product Warranties. Business Partner hereby warrants and
                  represents that BP Software, including all modifications,
                  Corrections, Enhancements and New Releases will have the
                  functions and features and perform as described in the
                  Documentation and other marketing material provided to HBOC or
                  to HBOC Customers by Business Partner during the term of this
                  Agreement. Business Partner further warrants that prior to
                  delivery, the BP Software have been audited and tested in
                  accordance with Business Partner's internal quality control
                  processes and to the best of Business Partner knowledge will
                  be free from any virus, worm, trap door, back door, timer,
                  clock, counter or other limiting routine, instruction or
                  design that would erase data or programming or otherwise cause
                  the BP Software or HBOC Software to become inoperable or
                  incapable of being used in accordance with its documentation,
                  and that the BP Software contains no third party software
                  which would require HBOC to agree to any terms and conditions
                  in addition to those set forth in this Agreement. In the event
                  that the BP Software fails to conform to such warranties,
                  Business Partner shall promptly and continuously provide such
                  software support as necessary to cause the BP Software to
                  perform as warranted. Business Partner warrants that the BP
                  Software, to the best of Business Partner's knowledge, shall
                  meet all Federal, state and local laws regulations and
                  policies.

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

           11.1.5 Business Partner makes no warranties of medical information or
                  representations, not withstanding section 11.1.2, except as
                  set forth in Business Partner's limited warranty which is
                  included with the Business Partner Software and related
                  End-User documentation in Exhibit K.

           11.1.6 BP does not warrant the output of the BP product to meet the
                  standards or requirements which may be applicable to any
                  End-User. Except as herein provided, BP does not make or give
                  any representation or warranty with respect to the usefulness
                  or the efficiency of the BP product, it being understood that
                  the degree of success with which equipment, software programs
                  and materials can be applied to data processing is dependent
                  upon many factors, many of which are not under BP's control.

           11.1.7 HBOC and HBOC Customers shall not make any warranty,
                  guarantee, or representations, express or implied, greater in
                  scope or duration than that set forth in this Section 11.

           11.1.8 EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 11 OR OTHERWISE
                  UNDER THIS AGREEMENT, BUSINESS PARTNER DISCLAIMS ALL OTHER
                  WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM,
                  INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY
                  OR FITNESS FOR A PARTICULAR PURPOSE.


                                    Page 11
<PAGE>



    11.2   HBOC Warranties.

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

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

    12. INTELLECTUAL PROPERTY INDEMNIFICATION.

           Business Partner shall indemnify, defend and hold harmless HBOC, its
           Affiliates and Distributors, and HBOC Customers and their officers,
           directors, employees agents and affiliates (collectively, for
           purposes of this Section 12, "HBOC Persons") from all damages,
           liabilities and expenses (and all legal costs including attorneys'
           fees, court costs, expenses and settlements resulting from any action
           or claim) arising out of, connected with or resulting in any way
           from: (i) any allegation that the possession, distribution or use (by
           HBOC, its Affiliates, Distributors or HBOC Customers) of BP Software
           infringes a patent, trademark, copyright, trade secret or other
           intellectual property right of a third party and (ii) the performance
           or use of BP Software (by HBOC, its Affiliates, Distributors or HBOC
           Customers). If any such claim or proceeding arises, HBOC Persons
           seeking indemnification hereunder shall give timely notice of the
           claim to Business Partner after it receives actual notice of the
           existence of the claim. Business Partner shall have the option, at
           its expense, to employ counsel reasonably acceptable to HBOC Persons
           to defend against such claim and to compromise, settle or otherwise
           dispose of the claim; provided, however, that no compromise or
           settlement of any claim admitting liability of or imposing any
           obligations upon HBOC Persons may be affected without the prior
           written consent of HBOC Persons. In addition, and at the option and
           expense of Business Partner, Business Partner may, at any time after
           any such claim has been asserted, and shall, in the event any BP
           Software is held to constitute an infringement, either procure for
           HBOC Persons the right to continue using that the BP Software, or
           replace or modify the BP Software so that it becomes non-infringing,
           provided that such replacement or modified BP Software has the same
           functional characteristics as the infringing BP Software, or, if the
           prior two remedies are commercially impractical, refund to HBOC all
           fees, costs, and charges paid by HBOC to Business Partner for that BP
           Software and any other BP Software reasonably rendered ineffective as
           the result of said infringement. HBOC shall cooperate fully in such
           actions, making available books or records reasonably necessary for
           the defense of such claim. If Business Partner refuses to defend or
           does not make known to HBOC Persons its willingness to defend against
           such claim within ten (10) days after it receives notice thereof,
           then HBOC Persons shall be free to investigate, defend, compromise,
           settle or otherwise dispose of such claim in its best interest and
           incur other costs in connection therewith, all at the expense of
           Business Partner.

                                    Page 12
<PAGE>



    13. LIMITATION OF LIABILITY.

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

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

    14. TERMINATION; DISPUTE RESOLUTION.

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

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

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

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

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

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

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

                                    Page 13
<PAGE>



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

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

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

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

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


           (v)    HBOC agrees to pay all outstanding commitments associated with
                  any outstanding sublicense agreements.

    14.4   Survival. The provisions of the Agreement which by their nature are
           intended to survive termination or expiration of this Agreement shall
           survive expiration or termination of this Agreement.

    14.5  Dispute Resolution. In the event of a dispute between the parties and
          for which dispute the parties are unable to reach a mutually agreeable
          resolution, the dispute shall be submitted to arbitration under the
          commercial arbitration rules of the American Arbitration Association
          then in effect. There shall be one arbitrator mutually agreed to by
          both parties; such arbitrator shall have experience in the area of
          controversy. After the hearing, the arbitrator shall decide the
          controversy and render a written decision setting forth the issues
          adjudicated, the resolution thereof and the reasons for the award. The
          award of the arbitrator shall be conclusive. Payment of the expenses
          of arbitration, including the fee of the arbitrator, shall be assessed
          by the arbitrator based on the extent to which each party prevails.

    15. MISCELLANEOUS PROVISIONS.

    15.1   Independent Contractors. It is expressly agreed that Business Partner
           and HBOC are acting under this Agreement as independent contractors,
           and the relationship established under this Agreement shall not be
           construed as a partnership, joint venture or other form of joint
           enterprise, nor shall one party be considered an agent of the other.
           Neither party is authorized to make any representations or create any
           obligation or liability, expressed or implied, on behalf of the other
           party, except as may be expressly provided for in this Agreement.

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

                                    Page 14
<PAGE>



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

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

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

    15.6   Export Assurance. HBOC hereby acknowledges and agrees that it will
           first obtain any export license or approval required by the United
           States Department of Commerce pursuant to Section 370 of the Export
           Administrative Regulation prior to exporting the BP Software.

    15.7   Headings. The headings of the paragraphs of this Agreement are for
           convenience only and shall not be a part of or affect the meaning or
           interpretation of this Agreement.

    15.8   Exhibits. This Agreement incorporates the attached Exhibits A, B, C,
           D, E, F, G, H, I, J and K and any subsequent Exhibits or schedules
           referencing this Agreement, which are signed by both parties.

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

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

    15.11  BP Software Functionality. Business Partner has the right to modify
           its services in response to market and customer needs. Business
           Partner can make these modifications as long as the changes are
           greater than or equal to the current service level and does not
           materially change from the present BP software functionality.

                                    Page 15
<PAGE>



    15.12  Payment of mutual clients. It is agreed by the parties that Business
           Partner will pay HBOC a percentage of Business Partner's revenue for
           sales made to the mutual clients Scottsdale Memorial Health Systems
           and DC Ranch, to which, HBOC and Business Partner both marketed the
           BP Software prior to the signing of this Agreement. HBOC will receive
           28% of the sublicenses and the total dollars for the Website Fees.
           The sales made to the mutual clients Scottsdale Memorial Health
           Systems and DC Ranch, will apply toward the Cumulative Sublicenses in
           Exhibit C and toward the Sublicense Royalties plus Renewal Targets in
           Exhibit D for the purposes of calculating discounts on future
           sublicenses and achieving the Exclusivity targets.

    15.13  Business Partner Advertising. HBOC and Business Partner will mutually
           agree upon terms and conditions under which advertisements can be
           sold by Business Partner, HBOC and HBOC's Customers for display
           within the Business Partner Software sublicensed to HBOC Customers.

    15.14  Disaster Recovery Plan. Business Partner agrees to put together a
           disaster recovery plan for submission and approval by HBOC within six
           (6) months after execution of this contract.

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

    15.16  Governing Law; Statute of Limitations. The validity and construction
           of this Agreement shall be governed by, subject to and construed in
           accordance with the laws of the state of Georgia, excluding its
           conflicts of law rules. In the event either party employs attorneys
           to enforce any right arising out of or relating to this Agreement,
           the prevailing party shall be entitled to recover its reasonable
           attorneys' fees and costs. Any claim arising out of or relating to
           this Agreement shall be commenced within one year of the date upon
           which the cause of action accrued (or, if one year is shorter than
           the minimum allowed by law, then the minimum period allowed by law).

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

           A. If to HBOC:
           HBO & Company of Georgia
           301 Perimeter Center North
           Atlanta, Georgia  30346
           Attn: General Counsel
           FAX: 404/393-6092
           with a copy to: Vice President, Business Partner Solutions Group

           B.  If to Business Partner:

           HealthDesk(TM) Corporation
           2560 Ninth Street, Suite 220
           Berkeley, California  94710
           Attn: Peter O'Donnell
           FAX:510/883-2190
           with a copy to: Tim Yamauchi, Chief Financial Officer

                                    Page 16
<PAGE>



           If delivered by hand, telex, telegraph, facsimile or like method of
           transmission, the date on which a Notice is actually delivered shall
           be deemed the date of receipt and if delivered by mail, the date on
           which a Notice is actually received shall be deemed the date of
           receipt. Either party may change the address or designated person for
           receiving Notices by providing notice in accordance with this Section
           15.17.

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

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

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

HBO & Company of Georgia                 HealthDesk(TM) Corporation


Signature____________________________    Signature______________________________

By:__________________________________    By:____________________________________

Title:_______________________________    Title:_________________________________

Date:________________________________    Date:__________________________________


                                    Page 17
<PAGE>


                                    EXHIBIT A

                                  BP SOFTWARE
HealthDesk OnLine(TM)
Health Desk OnLine(TM) delivers the tools and expertise that consumers need to
take a more active role in general health management. With HealthDesk's record
keeping facilities, users can keep track of diet and exercise, personal and
family health history, medications as well as take advantage of the available
online health resources. As users manage personal data in HealthDesk OnLine,
they can also take advantage of links to wide-ranging health education topics.
HealthDesk OnLine simplifies, organizes and improves health management.

HealthDesk OnLine(TM)  for Diabetes
HealthDesk OnLine for Diabetes is a groundbreaking Windows application that
delivers the tools and expertise that consumers need to take a more active role
in diabetes management. With HealthDesk's medical record keeping facilities,
patients can keep close tabs on doctor visits, glucose readings, diet and
exercise, health history and more. Using the power of the Internet, HealthDesk
helps patients to easily log and graph progress and communicate more effectively
and efficiently with physicians and other healthcare providers. As patients
manage personal data in HealthDesk, they can also take advantage of links to
wide-ranging health education topics. HealthDesk OnLIne for Diabetes simplifies,
organizes and improves diabetes management.



                                    Page 18
<PAGE>


                                    EXHIBIT B

                          BUSINESS PARTNER LIST PRICES


HealthDesk(TM) Online                       **** Annual Retail Price
                                            (HealthDesk Online Diabetes will be
                                            included at no additional charge
                                            until December 31, 1997)

HealthDesk(TM) Online for Diabetes          ****

************                                ****

************                                ****


                                    Page 19
<PAGE>


                                    EXHIBIT C
                                    ---------

                                    ROYALTIES


                    Cumulative                HBOC
                    Sublicenses               Discount

                    ---------------------------------------------
                    **** -   ****             ****
                    **** -   ****             ****
                    **** -   ****             ****
                    **** -   ****             ****
                    **** -   ****             ****

Every sublicense renewal will count as a new sublicense and will accrue toward
the Cumulative total for the purposes of this discount structure.

Maintenance: The following is the standard maintenance fee, however, in the
event, a non-standard request or need arises, which could materially affect
Business Partner's costs, HBOC and Business Partner in good faith will endeavor
to negotiate a mutually agreeable maintenance fee. HBOC will pay Business
Partner annual maintenance and support fees for each HBOC Customer with active
End Users as follows:

Standard Maintenance Fee Schedule

         # of Active End Users             Annual Maint/Support Fee
                < 1000                                ****
              1000 - 1999                             ****
              2000 - 2999                             ****
              3000 - 3999                             ****
              4000 - 4999                             ****
              5000 - 5999                             ****
              6000 - 6999                             ****
              7000 - 7999                             ****
              8000 - 8999                             ****
              9000 - 9999                             ****
            10,000 - 10,999                           ****
            11,000 - 11,999                           ****
            12,000 - 12,999                           ****
            13,000 - 13,999                           ****
            14,000 -14,999                            ****
              15,000 - up                             ****


                                    Page 20
<PAGE>




                                    EXHIBIT D
                                    ---------

                                   EXCLUSIVITY



Business Partner will not market the BP Software to the competitors of HBOC,
including but not limited to:

****
****
****
****
****
****
****
****
****

Health Information Technology companies whose primary markets are integrated
health systems or Manage Care Organizations

The above list will be reviewed and updated on a quarterly basis by Business
Partner and HBOC.

In the event that Business Partner feels that there might be a potential
conflict Business Partner will contact the HBOC Business Partner Solution Group
Representative for review and approval.

The following are the quarterly cumulative revenue targets required of HBOC to
maintain the exclusivity:

                  Quarters                Cumulative Sublicense Royalties and
                                                Renewal Revenue Targets
                    1997
            Fourth quarter 1997                       ****
                    1998
             First quarter 1998                       ****
            Second quarter 1998                       ****
             Third quarter 1998                       ****
            Fourth quarter 1998                       ****
                    1999
             First quarter 1999                       ****
            Second quarter 1999                       ****
             Third quarter 1999                       ****
            Fourth quarter 1999                       ****
                    2000
             First quarter 2000                       ****
            Second quarter 2000                       ****
             Third quarter 2000                       ***




                                    Page 21
<PAGE>




                                    EXHIBIT E
                                    ---------

                            REQUIRED SUBLICENSE TERMS

The provisions of HBOC's form of Information Systems Agreement in use in the
country in which the BP Software will be licensed shall be used by HBOC or its
Affiliates or distributors. Those provisions protecting HBOC's proprietary
rights shall not be modified in any way more adverse to Business Partner's
Software specifically than the same provisions applicable to HBOC Software.







                                    Page 22
<PAGE>


                                    EXHIBIT F
                                    ---------

                                    TERRITORY

                                    Worldwide







                                    Page 23
<PAGE>


                                    EXHIBIT G
                                    ---------

                           TRADEMARK/LOGO REQUIREMENTS







                                    Page 24
<PAGE>


                                    EXHIBIT H
                                    ---------

                   SOFTWARE SUPPORT AND ESCALATION PROCEDURES

For HBOC Customers operating standalone sublicenses fo the BP Software:

A software product problem report will be classified as a product "defect" when
the following conditions are met:

         1.    The problem can be reproduced by HealthDesk staff.
         2.    The problem is determined by HealthDesk to reside within the
               application software produced by HealthDesk. 3. The problem 
               exists in the most recently released version of the product or 
               module. 
         4.    The problem is of a nature that impairs customer data integrity 
               and/or severely limits the effectiveness of key product
               features.
         5.    No suitable workaround procedure can alleviate the problem's 
               effect.

Defects will be immediately escalated from the customer support manager to the
product manager and the software development manager. There, the determination
will be made as to whether a resolution of the defect is to be provided as:

         1.    a component of a product version upgrade;
         2.    a component of a product release upgrade, or;
         3.    a software patch specific to the defect.

HealthDesk's service level definition for defect resolution is to remain
consistent with industry standards for response to problems of this nature in
mass market, consumer software products.


The service level statement is that HealthDesk will supply a resolution for 90
percent of such problems within 24 hours and the remainder within 3 days.

In the event that BP Software is integrated with any HBOC's Software, Business
Partner will follow the following Support and Escalation Procedures:

Business Partner shall perform all technical support for HBOC Sublicensees of
the BP Software. Business Partner shall provide its best efforts to resolve all
support requests within the following guidelines:

Priority 1 (System Down) - where the system is defined as any one of HBOC=s
software systems, and that system has been rendered inoperable due to problems
or suspected problems with the BP Software. Business Partner shall respond to
the HBOC Customer immediately to begin problem resolution and shall assist HBOC
Customer in resolving the problem within twenty-four (24) hours.

Priority 2 (Application Down) - where the application is defined as a subsystem
(e.g. Accounts Payable, Medical Records, etc.) within HBOC=s total system, and
that application or a portion of that application has been rendered inoperable
due to problems or suspected problems with the BP Software. Business Partner
shall respond to HBOC Customer immediately to begin problem resolution and shall
assist HBOC Customer in resolving the problem within forty-eight (48) hours.

Priority 3 (All Others) - where other problems or defects in the BP Software
that do not constitute a higher severity level are encountered. In these cases
Business Partner shall respond to HBOC Customer within two (2) hours to begin
problem resolution, which is expected to be completed within seven (7) business
days.


                                    Page 25
<PAGE>



                                    EXHIBIT I

                                 CUSTOMIZATIONS


A.    Standard Customizations for customers - No Cost
      - On-line home screen for logos and narratives.  A standard modification 
      customization.
      - E-mail home screen - A standard template will also be provided.
      - Hot link(URL) back to the HBOC Customer's website
B.    Other Customizations - ****
      This is any other customization other than what is explained in A. above, 
      which will be billed at ****.
C.    HBOC customer defined content  - ****


                                    Page 26
<PAGE>



                                    EXHIBIT J

                     HBOC BUSINESS PARTNER LOGO USAGE POLICY



        Components. The HBOC Authorized Business Partner logo is a single item.
        Individual parts should not be used separately.

        Usage. The HBOC Authorized Business Partner logo can be used in a number
        of ways. Suggestions include placing the logo on business cards, fact
        sheets, sales collateral, trade show booths, slide presentations,
        letterhead, shirts, jackets, etc.

        Size. The logo should be reproduced in a size proportionate to
        surrounding elements. It should never be reproduced so small as to be
        illegible.

        Availability. The logo can be reproduced directly from the stat sheets.
        Additional stat sheets can be obtained from the Business Partner
        Solutions Group.

        Authorization. You are permitted to use the HBOC Authorized Business
        Partner logo as long as a valid Business Partner agreement is in place
        with HBOC. All documents or other materials utilizing the HBOC logo must
        be submitted to HBOC for approval prior to publication/usage. If for any
        reason the Business Partner agreement between our companies is
        terminated you must stop all usage of the logo. Any preprinted material
        using the logo and all stat sheets must be returned to HBOC or certified
        by you as having been destroyed.


                                    Page 27
<PAGE>



                                    EXHIBIT K

                   BUSINESS PARTNER SOFTWARE LICENSE AGREEMENT



                                    Page 28