<PAGE>   1

                         PROFESSIONAL SERVICES AGREEMENT

         This PROFESSIONAL SERVICES AGREEMENT is entered into as of December 28,
1999 by and between Xcare.net, a Delaware corporation with offices at 6400 S.
Fiddler's Green Circle, Englewood, CO 80111, ("Xcare.net"), and Expert Practice,
Inc., a California corporation, with offices at 4025 Camino del Rio South, Suite
100, San Diego CA 92108 ("Client").

                  1. SCOPE

         This Agreement covers the purchase of certain Services from Xcare.net,
pursuant to orders placed by Client and accepted by Xcare.net after the
Effective Date, as set forth from time to time on sequentially numbered
Attachments to this Agreement. Each Attachment shall be executed by the parties
and, when fully executed, will be incorporated into this Agreement. Xcare.net
shall provide qualified and trained personnel to render such Services and shall
use reasonable commercial efforts to meet the delivery schedules set forth in
the applicable Schedules.

         As of the Effective Date, this Agreement includes the following
Attachments, which are incorporated herein by this reference:

          Attachment 1               Xcare.net Development Services
          Attachment 2               Xcare.net Hosting Services

                  2. DEFINITIONS

         These terms shall be defined as follows:

                           a.       "Agreement" means this Professional Services
                                    Agreement, together with all Attachments
                                    (whether in existence at the time this
                                    Agreement is executed or created thereafter)
                                    and any schedules and/or exhibits appended
                                    to the Attachments.

                           b.       "Attachment" means a sequentially numbered
                                    document appended to this Agreement that
                                    sets forth, at a minimum (i) a description
                                    of certain Services, (ii) any deliverables
                                    (if applicable), (iii) the payment terms for
                                    those Services and (iv) the term or duration
                                    of the Services; and, that, when executed by
                                    both parties, shall be incorporated into
                                    this Agreement and shall be subject to the
                                    terms of this Agreement. To the extent that
                                    any term of an Attachment is inconsistent
                                    with a term of this Agreement, the term
                                    contained in the Attachment shall prevail.

                           c.       "Client Web Site" shall mean that certain
                                    website on the World Wide Web with a URL at
                                    www.expertpractice.com, for public Internet
                                    access, for which Xcare.net is rendering
                                    Services hereunder, as set forth on one or
                                    more Attachments.

                           d.       "Confidential Information" means, without
                                    limitation," information (whether conveyed
                                    orally or in writing) about algorithms,
                                    application programming interfaces,
                                    protocols, trade secrets, computer software,
                                    designs, technology, ideas, know-how,
                                    products, services, processes, data,
                                    techniques, improvements, inventions
                                    (whether patentable or not), works of
                                    authorship,


                                       1
<PAGE>   2



                                    ideas, know-how, products, services,
                                    processes, data, techniques, improvements,
                                    inventions (whether patentable or not),
                                    works of authorship, business and product
                                    development plans, customer lists and other
                                    information concerning actual or anticipated
                                    business, research or development, or which
                                    is received by license from a third party.

                           e.       "Effective Date" of this Agreement means
                                    July 20, 1999; and, with respect to each
                                    Attachment, the later of (i) July 20, 1999
                                    or (ii) the first date upon which Xcare.net
                                    actually rendered to Client the Services
                                    specified in that Attachment.

                           f.       "Schedule(s)" means any schedule appended to
                                    an Attachment that sets forth with
                                    reasonable specificity the Services to be
                                    rendered, or deliverables (if applicable) or
                                    the payment terms or other variables
                                    negotiated by the parties with respect to
                                    the Services.

                           g.       "Services" means those certain design and
                                    development, hosting, web site maintenance,
                                    marketing, distribution or other services,
                                    identified and described in an Attachment
                                    that Xcare.net provides pursuant to this
                                    Agreement.

                           h.       "URL" means uniform resource locator and
                                    refers to the particular internet address
                                    which identifies and locates a web site.

                  3. PAYMENT

                           a.       Xcare.net's Fee. In consideration for
                                    Services performed pursuant to any
                                    Attachment to this Agreement, subject to
                                    paragraph 3.c. below, Client will pay
                                    Xcare.net, upon receipt of an invoice for
                                    Services rendered, the amount negotiated by
                                    the parties prior to execution of such
                                    Attachment. The negotiated amount shall be
                                    set forth on the Schedule B appended to each
                                    Attachment.

                           b.       Out-of-Pocket Expenses. In the event that
                                    Xcare.net renders Services at Client's
                                    location, Client shall reimburse Xcare.net
                                    for reasonable travel expenses incurred by
                                    Xcare.net personnel rendering such Services
                                    at Client's location, so long as Xcare.net
                                    submits bona fide receipts documenting such
                                    expenses in accordance with Client's
                                    reimbursement policy.

                           c.       Remittance. Xcare.net will send Client an
                                    invoice for actual Services rendered at
                                    least monthly. Each invoice will set forth
                                    the Services rendered during the immediately
                                    preceding month, identified by task or
                                    project components, the number of
                                    person-hours devoted to each such task or
                                    project component, the per hour fee for each
                                    person who performed and the aggregate fee
                                    for the billing period. It is the parties
                                    intention that Client may remit payment
                                    either in cash or by issuance of Client's
                                    capital stock. If Client elects to pay
                                    Xcare.net in cash, Client must remit payment
                                    within ten(10)


                                       2
<PAGE>   3



                                    business days after receipt of Xcare.net's
                                    second monthly invoice for Services for
                                    which a balance is then due. If Client fails
                                    to remit payment within ten (10) business
                                    days after receipt of Xcare.net's second
                                    invoice, then, commencing on the 11th
                                    business day, Xcare.net may begin to charge
                                    interest on the balance due at a rate of one
                                    and one-half (1.5%) per month or the maximum
                                    rate permitted by law, whichever is less,
                                    until the balance due is paid. If, however,
                                    Client elects to issue capital stock as
                                    remittance for the balance due, the grace
                                    period for payment may be longer, as
                                    follows: Client must provide to Xcare.net a
                                    detailed term sheet relating to the capital
                                    stock proposed to be issued and the terms
                                    and payment by capital stock must be
                                    preapproved by Xcare.net. To allow a
                                    reasonable amount of time for Xcare.net's
                                    review and approval and a reasonable amount
                                    of time for Client's board of directors to
                                    take the required corporate action, Client
                                    may have up to ten (10) business days after
                                    receipt of Xcare.net's third monthly invoice
                                    for Services for which a balance is then due
                                    to issue its capital stock. If Client fails
                                    to issue the stock to Xcare.net within
                                    such ten day period, then Xcare.net may
                                    charge interest on the balance due. Such
                                    interest shall be calculated retroactively
                                    to the date of the first monthly invoice in
                                    the immediately preceding three month
                                    period, at a rate of one and one-half (1.5%)
                                    per month or the maximum rate permitted by
                                    law, whichever is less, until the balance
                                    due is paid.

                  4. TERM AND TERMINATION.

                           a.       Term. The term of Services for which Client
                                    contracts on each Attachment will commence
                                    on the Effective Date of that Attachment
                                    and, unless an Attachment specifies a
                                    particular term or describes a finite
                                    project for which a deadline is established,
                                    the term for such Services will extend until
                                    terminated as set forth below.

                           b.       Termination for Cause. This entire
                                    Agreement, or any particular Attachment
                                    alone, may be terminated by either party in
                                    the event of (i) any material default in, or
                                    material breach of, any of the terms and
                                    conditions of this Agreement (or any
                                    material default in, or material breach of,
                                    any of the terms and conditions of a
                                    particular Attachment, as the case may be)
                                    by the other party, which default continues
                                    in effect after the defaulting party has
                                    been provided with written notice of default
                                    and thirty (30) days to cure such default;
                                    (ii) the commencement of a voluntary case or
                                    other proceeding seeking liquidation,
                                    reorganization or other relief with respect
                                    to either party of its debts under any
                                    bankruptcy, insolvency, or other similar law
                                    now or hereafter in effect, that authorizes
                                    the reorganization or liquidation of such
                                    party or its debt or the appointment of a
                                    trustee, receiver, liquidator, custodian or
                                    other similar official of it or any
                                    substantial part of its property; (iii)
                                    either party's consent to any such relief or
                                    to the appointment of or taking possession
                                    by any such official in an involuntary case
                                    or other proceeding commenced against it; or
                                    (iv) either party's making a general
                                    assignment for the benefit of creditors; or
                                    either party's becoming insolvent; or either
                                    party taking any corporate action to
                                    authorize any of the foregoing.


                                       3
<PAGE>   4






                           c.       Termination for Convenience. This entire
                                    Agreement, or any particular Attachment
                                    alone, may be terminated by either party
                                    upon one hundred twenty (120) days' advance
                                    written notice (or such shorter or longer
                                    period of time as may be set forth in any
                                    particular Attachment).

                           d.       Effect of Termination. If this Agreement is
                                    terminated by either party for any reason,
                                    Client shall remit payment to Xcare.net of
                                    the total undisputed fees associated with
                                    all projects and tasks completed as of the
                                    termination date, as well as all amounts due
                                    and owing for any third-party products or
                                    services purchased by Xcare.net on Client's
                                    behalf. The foregoing shall be without
                                    limitation to the rights and remedies of
                                    either party under this Agreement

                           e.       Survival. Any section of this Agreement
                                    hereto addressing confidentiality,
                                    intellectual property rights, warranties,
                                    disclaimers, indemnification, termination
                                    and governing law shall survive any
                                    termination or expiration of this Agreement
                                    and the Attachment.

                  5. CONFIDENTIALITY

                           a.       Confidential Information. Each party
                                    acknowledges that, in connection with the
                                    performance of this Agreement, it may
                                    receive certain Confidential Information of
                                    the other party.

                           b.       Covenant. Each party hereby agrees: (i) to
                                    hold and maintain in strict confidence all
                                    Confidential Information of the other party
                                    and not to disclose it to any third party;
                                    and (ii) not to use any Confidential
                                    Information of the other party except as
                                    permitted by this Agreement or as may be
                                    necessary to perform its obligations under
                                    this Agreement. Each party will use at least
                                    the same degree of care to protect the other
                                    party's Confidential Information as it uses
                                    to protect its own Confidential Information
                                    of like importance, and in no event shall
                                    such degree of care be less than reasonable
                                    care.

                           c.       Exceptions. Notwithstanding the foregoing,
                                    the parties agree that Confidential
                                    Information will not include any information
                                    that: (i) is or becomes generally known or
                                    is or becomes part of the public domain
                                    through no fault of the other party, (ii)
                                    the disclosing party authorizes to be
                                    disclosed; (iii) is rightfully received by
                                    the receiving party from a third party
                                    without restriction on disclosure and
                                    without breach of this Agreement; or (iv) is
                                    known to the other party on the Effective
                                    Date from a source other than the party
                                    claiming that the information is
                                    Confidential Information, and not subject to
                                    a confidentiality obligation.

                           d.       Injunctive Relief. Each party acknowledges
                                    that any breach of the provisions of this
                                    section may cause irreparable harm and
                                    significant injury to an extent that may be
                                    extremely difficult to ascertain.
                                    Accordingly, each party agrees that the
                                    other party will have, in addition to any
                                    other rights or remedies available to it at
                                    law or in equity, the right to injunctive
                                    relief, without posting


                                       4
<PAGE>   5



                                    any bond (unless required by statute) and
                                    without showing actual damages, to enjoin
                                    any breach or violation of this section.

                  6. GENERAL PROVISIONS

                           a.       Force Majeure. In the event that either
                                    party is unable to perform any of its
                                    obligations under this Agreement or to enjoy
                                    any of its benefits because of any event
                                    beyond the control of the affected party
                                    including, but not limited to, natural
                                    disaster, acts of God, actions or decrees of
                                    governmental bodies or failure of
                                    communication lines (a "Force Majeure
                                    Event"), the party who has been so affected
                                    shall promptly give written notice to the
                                    other party and shall use its best efforts
                                    to resume performance. Upon receipt of such
                                    notice, all obligations under this Agreement
                                    shall be immediately suspended for the
                                    duration of such Force Majeure Event.

                           b.       Notice. All notices, demands, requests or
                                    other communications required or permitted
                                    under this Agreement will be deemed given
                                    (i) when delivered personally; or (ii) five
                                    (5) days after having been sent by
                                    registered or certified mail, return receipt
                                    requested, postage prepaid; or (iii) one (1)
                                    day after deposit with a commercial
                                    overnight carrier, with written verification
                                    of receipt or (iv) on the same day, if
                                    transmitted by facsimile documented by a
                                    printed transmission report. Any notice
                                    required or permitted under this Agreement
                                    shall be in writing and delivered to the
                                    address set forth below, or such other
                                    address as the other party has provided by
                                    written notice.

                           c.       Waiver. Waiver of any breach or failure to
                                    enforce any term of this Agreement shall not
                                    be deemed a waiver of any breach or right to
                                    enforce which may thereafter occur. No
                                    waiver shall be valid against any party
                                    hereto unless made in writing and signed by
                                    the party against whom enforcement of such
                                    waiver is sought and then only to the extent
                                    expressly specified therein.

                           d.       Severability. In the event any one or more
                                    of the provisions of this Agreement shall
                                    for any reason be held to be invalid,
                                    illegal or unenforceable, the remaining
                                    provisions of this Agreement shall be
                                    unimpaired and the parties will substitute a
                                    new enforceable provision of like economic
                                    intent and effect.

                           e.       Governing Law. This Agreement, the rights
                                    and obligations of the parties hereto, and
                                    any claims or disputes thereto, shall be
                                    governed by and construed in accordance with
                                    the laws of the State of Colorado without
                                    reference to conflicts of law principles.

                           f.       Assignment. Neither party shall have the
                                    right to assign this Agreement without the
                                    prior written consent of the other party;
                                    provided, that either party shall have the
                                    right to assign this Agreement to any person
                                    or entity that acquires or succeeds to all
                                    or substantially all of such party's
                                    business or assets upon written notice to
                                    the other party.


                                       5
<PAGE>   6



                           g.       Publicity. If the parties agree that a press
                                    release regarding this Agreement is
                                    appropriate, then, they will collaborate on
                                    a joint press release announcing the
                                    existence of this Agreement. Neither party
                                    will use the other party's name, domain
                                    name, logo, trademark or service mark in
                                    advertising or publicity without obtaining
                                    the other party's prior written consent;
                                    provided, however, that Xcare.net shall have
                                    the nonexclusive right and license to use
                                    Client's name and Client Web Site name,
                                    including the URL thereto, as a Client
                                    reference, and as part of Xcare.net's client
                                    portfolio. Xcare.net shall also have the
                                    right to display its name and logo, as well
                                    as a link to the Xcare.net site, on the
                                    Client Web Site, and to receive credit as
                                    the developer of the Client Web Site,
                                    (collectively, the "Credit"). Such Credit
                                    shall appear on the "home page" of the
                                    Client Web Site in a position that provides
                                    reasonable and appropriate visibility to
                                    Xcare.net in light of industry standards and
                                    Client's requirements.

                           h.       Additional Actions and Documents. Each of
                                    the parties hereto hereby agrees to take or
                                    cause to be taken such further actions, to
                                    execute, deliver and file or cause to be
                                    executed, delivered and filed such further
                                    documents, and will obtain such consents, as
                                    may be necessary or as may be reasonably
                                    requested in order to fully effectuate the
                                    purposes, terms and conditions of this
                                    Agreement.

                           I.       Headings. Section headings contained in this
                                    Agreement are inserted for convenience or
                                    reference only, shall not be deemed to be a
                                    part of this Agreement for any other
                                    purpose, and shall not in any way define or
                                    affect the meaning, construction or scope of
                                    any of the provisions hereof.

                           j.       Execution in Counterparts. This Agreement
                                    may be executed in two counterparts, each of
                                    which shall be deemed to be an original, and
                                    both of which, when taken together, shall
                                    constitute one and the same instrument.

                           k.       Independent Contractors. The relationship of
                                    the parties hereunder shall be that of
                                    independent contractors. Nothing herein
                                    shall be construed to constitute a
                                    partnership between or joint venture of the
                                    parties, nor shall either party be deemed
                                    the agent of the other or have the right to
                                    bind the other in any way without the prior
                                    written consent of the other.

         THIS AGREEMENT, INCLUDING THE ATTACHMENTS LISTED ABOVE AND APPENDED
FROM TIME TO TIME, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE
PARTIES WITH REFERENCE TO THE SUBJECT MATTER HEREOF. IF THERE IS ANY CONFLICT
BETWEEN THE TERMS AND CONDITIONS OF ANY PROPOSAL AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.


                            SIGNATURE PAGE TO FOLLOW

                                       6

<PAGE>   7


                         PROFESSIONAL SERVICES AGREEMENT

                                 SIGNATURE PAGE






AGREED:


XCARE.NET                               EXPERT PRACTICE, INC.
6400 S. Fiddler's Green Circle          4025 Camino del Rio South

Suite Number 540                        Suite Number 100

Englewood, CO 80111                     San Diego, CA 92108

By /s/ LORINE SWEENEY                   By /s/ JOHN R. SEITZ
  --------------------------              ------------------------
  Lorine Sweeney, CEO                     John R. Seitz, CEO



                                       7
<PAGE>   8


                                  ATTACHMENT 1

                         XCARE.NET DEVELOPMENT SERVICES

The parties intend that the terms and conditions set forth in this Attachment
are read in conjunction with the terms and conditions in the Agreement to which
this Attachment is appended.

1. DEFINITIONS

All capitalized terms used in this Attachment and not defined in this Attachment
shall have the meanings ascribed to them in the Agreement.

         1.1. "Client Content" shall mean marketing collateral, data, text,
audio files, video files, graphics and other materials provided by Client
(whether owned by Client or licensed to Client by a third party) or developed
hereunder for use with the Client Web Site or product, but excluding the
Xcare.net Software.

         1.2 "Development Services" shall mean design, development, and set-up
services as necessary to design and produce the Client Web Site or products
and/or any other consulting and project management services rendered in
accordance with the specifications identified in the appropriate Schedules, if
any, attached hereto.

         1.3. "Xcare.net Software" shall mean certain computer program code used
to create seamless cross-platform information flow and process business logic to
combine data from disparate sources. If, and to the extent that, such Xcare.net
Software is used by Xcare.net in rendering Development Services, it shall be
provided in object code form only unless the parties mutually agree in writing
to delivery of source code.


2. DEVELOPMENT SERVICES

         2.1. Development Services. Xcare.net shall render Development Services
in accordance with the specifications identified in Schedule 1-A attached
hereto. Any additions, deletions or other changes to Schedule 1-A shall be
mutually agreed to in writing or orally in advance by both parties and shall be
memorialized in a revised Schedule 1-A pursuant to the procedure set forth in
Section 2.3 below for Change Orders. All services shall be performed at
Xcare.net's offices unless otherwise agreed by the parties. In the event that
services are performed at Client's location, Client shall provide Xcare.net at
no charge with all necessary facilities and equipment, including without
limitation, computer time on Client's computers and office space, sufficient to
render the Services contemplated hereunder. Client shall deliver to Xcare.net
all Client Content selected by Client for incorporation into the Client Web Site
or product in digitized format in accordance with the delivery schedule set
forth in Schedule 1-A. In the event that Client fails to deliver the Client
Content in accordance with Schedule 1-A, Xcare.net's schedule for delivery of
Development Services shall be extended by the number of days that delivery of
the Client Content was delayed, unless Xcare.net


                                       8
<PAGE>   9




notifies Client that this extension will not rectify Xcare.net's scheduling
interruption resulting from Client's delay. If Client determines that,
notwithstanding the delay of Client's deliverables, timely delivery of
Xcare.net's Development Services is critical, then such delay may also result in
additional charges to Client, in which case the parties shall mutually agree
upon a new delivery schedule and fees with respect to the expedited rendition of
the Development Services.

         2.2. Acceptance of Deliverables. Within fifteen (15) business days
after the delivery to Client of any deliverable pursuant to Schedule 1-A, Client
shall provide Xcare.net with written notice of any failure of any deliverable to
materially conform to the functional specifications set forth in Schedule 1-A.
Xcare.net and Client shall review the objections, and Xcare.net will use
commercially reasonable efforts to correct any material nonconformities with the
functional specifications and provide Client with a revised deliverable within
fifteen (15) days after such review. Client shall have deemed to have accepted
the deliverable if Xcare.net does not receive written notice of Client's
objections within the fifteen (15) day period after the original delivery.

         2.3. Change Orders. If Client desires to make changes to an existing
Schedule, the parties shall mutually agree upon an additional or revised
Schedule for each new Change Order. Each such Schedule shall be successively
numbered (e.g., 1.A, 1.B, etc.) and shall be executed by the parties. Any
revised Schedule(s) shall be subject to the terms and conditions of this
Agreement.


3. OWNERSHIP AND LICENSE RIGHTS

         3.1. Property Rights and Ownership. The parties' respective rights to
Client Content and Xcare.net Software shall be as set forth below. For purposes
of this Agreement, the term "ownership" shall refer to ownership of all
intellectual property rights including, but not limited to, all patent,
copyright, trade secret and trademark rights, as applicable, with respect to the
subject intellectual property.


                                       9
<PAGE>   10




<TABLE>
<CAPTION>
          Intellectual Property Elements                                   Ownership/Rights
          ------------------------------                                   ----------------
<S>                                                                   <C>
Client Content, including all Client Content that is                  Client has sole ownership.
modified by Xcare.net ("Modified Content"); Client and
server-side code; graphical elements and HTML files
that contain Client Content, and modifications to Client
Content as a result of Client's usage of self-authoring
tools.

Content created for Client by Xcare.net and accepted and              Client has sole ownership.
paid for by Client, as well as commissioned. Content
authored by third parties specifically for use in
connection with this Agreement and paid for by Client
(e.g., original illustrations or graphics).

Domain name for Client Web Site.                                      Client has sole ownership.

Server usage report data/statistics generated by the                  Client has sole ownership of data/statistics, and
Xcare.net Software in form and substance as set forth                 Xcare.net has a license pursuant to Section 3.3 below.
in the applicable Schedule or as mutually agreed by
the parties.

Commercially available third-party software which is                  Third parties have ownership, and Client shall be
incorporated into the Xcare.net Software.                             informed of all third-party software that Client may
                                                                      need to license at Client's own expense.

Xcare.net Software developed by or for Xcare.net in                   Xcare.net has sole ownership of such Xcare.net
connection with this Agreement for Client.                            Software. Client shall be granted a license to use the
                                                                      Xcare.net Software as set forth in Section 3.2.

Xcare.net supplied material developed generally to                    Xcare.net has sole ownership of such developed
support Xcare.net products and/or service offerings (e.g.             material. Client shall be granted a license to use the
http configuration).                                                  Xcare.net Software as set forth in Section 3.2 below.
</TABLE>

         3.2. License to Client. If Xcare.net designs and develops the Client
Web Site or product such that any Xcare.net Software is required to operate and
display the Client Web Site, then Xcare.net will promptly notify Client in
writing and will grant Client a non-exclusive, non-transferable world-wide and
perpetual license to use the Xcare.net Software in object code version only to
operate and display the Client Web Site or product. If Xcare.net designs and
develops the Client Web Site such that any Xcare.net Software is required for
Client's internal business needs, then Xcare.net grants Client a non-exclusive,
non-transferable world-wide and perpetual license to use


                                       10

<PAGE>   11




the Xcare.net Software in object code version only for Client's internal
business needs. In either case, Xcare.net agrees to execute a conventional
escrow agreement pursuant to which the parties will establish an escrow account
with a recognized third party escrow agent to hold a complete and current copy
of the source code for the applicable Xcare.net Software; and, to the extent
that Xcare.net updates such Xcare.net Software from time to time, Xcare.net
agrees to promptly place each such update in the escrow account for the benefit
of Client. Client may grant a sublicense to a third party that Client engages to
host the Client Web Site; provided, that such third party agrees in writing to
be bound by the license and confidentiality restrictions set forth in this
Agreement. Client is prohibited from duplicating and/or distributing any
Xcare.net Software without the prior written consent of Xcare.net; provided,
however that Client may copy the Xcare.net Software only as needed for
reasonable ordinary backup or disaster recovery procedures. Client may use the
backup copies only if the installed copy is lost or destroyed or the hardware on
which the installed copy is installed becomes inoperable, provided that the use
of said backup copies is discontinued immediately when the original hardware
becomes operable.

         3.3. License to Xcare.net. For the period of time that Xcare.net is
rendering Development Services, Client grants Xcare.net a non-exclusive,
non-transferable license to use, copy, and modify the Client Content in
connection with Xcare.net's performance of the Development Services.

         3.4. Supporting Documents. Each party agrees to execute any additional
documents deemed reasonably necessary to perfect the other party's rights with
respect to the intellectual property elements set forth above.

         3.5. No Reverse Engineering. All rights not expressly granted hereunder
are reserved by Xcare.net. Without limiting the foregoing, Client may not
reverse engineer, reverse assemble, decompile or otherwise attempt to derive the
source code from the Xcare.net Software.

         3.6. Proprietary Notices. In the event that Client uses any Xcare.net
Software, all copies of the Xcare.net Software and other Xcare.net supplied
materials used by Client shall contain copyright and other proprietary notices
in the same manner in which Xcare.net incorporates such notices in the Xcare.net
Software or in any other manner requested by Xcare.net. Client agrees not to
remove, obscure or obliterate any copyright notice, trademark or other
proprietary rights notices placed by Xcare.net on or in the Xcare.net Software.


4. LIMITED WARRANTY

         4.1. Software Warranty. In the event that Client uses any Xcare.net
Software, then, subject to the limitations set forth in this Agreement,
Xcare.net warrants only to Client that the Xcare.net Software furnished
hereunder when properly installed, properly used and unmodified by Client, will
substantially conform to the functional specifications set forth in Schedule
1-A___. Xcare.net's warranty shall extend for a period of ninety (90) days from
the date that the final deliverables specified in Schedule 1-A are delivered to
Client ("Warranty Period"). Xcare.net's sole responsibility under this Section
shall be to use reasonable commercial efforts to promptly correct material
errors, or at Xcare.net's option, to refund Client's fees paid for the Xcare.net
Software after deinstallation and return thereof. All warranty claims not made
in writing or not received by Xcare.net within the Warranty Period shall be
deemed waived. Xcare.net's warranty obligations are solely for the benefit of
Client, who has no authority to extend or transfer this warranty to any other



                                       11
<PAGE>   12


person or entity.

         4.2. XCARE.NET DOES NOT WARRANT THAT THE USE OF THE XCARE.NET SOFTWARE
WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SPECIFICATIONS WILL MEET
CLIENT'S REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, XCARE.NET
DOES NOT MAKE ANY WARRANTY AS TO THE XCARE.NET SOFTWARE OR THE RESULTS TO BE
OBTAINED FROM USE OF THE XCARE.NET SOFTWARE. EXCEPT FOR THE EXPRESS WARRANTIES
SET FORTH ABOVE, THE XCARE.NET SOFTWARE IS USED ON AN "AS-IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE INTERNET OR USE OF INFORMATION IN CONNECTION WITH THE SOFTWARE.


5. INTELLECTUAL PROPERTY INDEMNIFICATION

         5.1. Xcare.net.

                  5.1.1. Indemnification and Defense. Xcare.net, at its own cost
and expense, shall indemnify and defend Client and its officers, directors,
employees and contractors against any claim that the Xcare.net Software
infringes a third-party United States copyright or trade secret or other
intellectual property right, and shall pay any settlements entered into or
damages awarded against Client, or its officers, directors, employees and
contractors, to the extent related to such claim, provided that (i) Client
notifies Xcare.net promptly in writing of the claim; (ii) Xcare.net has the sole
control of the defense and all related settlement negotiations; and (iii) Client
provides Xcare.net with all reasonably necessary assistance, information, and
authority to perform the foregoing at Xcare.net's expense. Xcare.net agrees
that, in the event any action, proceeding or investigation, administrative,
legal or otherwise, is initiated against Xcare.net in connection with or arising
out of Xcare.net's performance under this Agreement or any attachment appended
to this Agreement, Xcare.net shall not (i) implead Client in any such action,
proceeding or investigation, (ii) initiate any proceeding or investigation or
file any separate action, administrative, legal or otherwise (including any
cross-claim or counter-claim), against Client or (iii) seek to recover from
Client any claims, judgments, costs, liabilities, damages or expenses, including
any attorneys' fees ("Losses"), or seek to obtain contribution or indemnity from
Client with respect to any such Losses, without regard to fault on the part of
any person or entity. For purposes of this paragraph the term Client includes
any parent, subsidiary or affiliate of Client, Client's insurance carrier and
the officers, directors, employees, agents and contractors of each of the
foregoing.

                  5.1.2. Limitation on Liability. In the event that Xcare.net
provides Client any Xcare.net Software in rendering Development Services to
Client, then Xcare.net shall have no liability for any claim of infringement
based on (i) use by Client of other than the current update of the Xcare.net
Software if the infringement would have been avoided by uses of the current
update; (ii) modifications, adaptations or changes to the Xcare.net Software not
made by Xcare.net; (iii) the combination or use of the materials furnished
hereunder with materials not furnished by Xcare.net if such infringement would
have been avoided by use of the Xcare.net materials alone; or (iv) use or
incorporation of Client Content or Modified Content. In the event the Xcare.net
Software is held to, or Xcare.net believes is likely to be held to, infringe the
intellectual property rights of a third party, Xcare.net shall have the right at
its sole option and expense to (i) substitute or modify the Xcare.net


                                       12
<PAGE>   13



Software so that it is non-infringing and qualitatively and functionally
equivalent to the Xcare.net Software; (ii) obtain for Client, at Xcare.net's
expense, a license to continue using the Xcare.net Software; or if neither (i)
nor (ii) is commercially reasonable, Xcare.net shall have the right to terminate
this Attachment immediately upon written notice to Client, but shall make Client
whole by reimbursing Client for reasonable expenses associated with development
by a third party of new software that is non-infringing and qualitatively and
functionally equivalent to the Xcare.net Software.

                  5.1.3 Work-Made-For-Hire; Assignment. As set forth in Section
3.1, all material on any media whatsoever, excluding specifically any Xcare.net
Software ("Material"), developed or prepared by Xcare.net for Client under this
Agreement, whether completed or in the process of creation, shall be deemed to
be "work-made-for-hire" and made in the course of the Development Services
rendered hereunder and shall belong exclusively to Client. Notwithstanding the
foregoing, in the event that any of the Material is deemed by a court of
competent jurisdiction not to be a work-made-for-hire under the U.S. copyright
laws, this Agreement shall operate an irrevocable assignment by Xcare.net to
Client of all rights of authorship to the Material arising under the U.S.
copyright laws. To that end, Xcare.net agrees to execute and deliver all
documents requested by Client in connection therewith. No rights of any kind in
the Material are reserved to Xcare.net.

                  5.1.4 Xcare.net warrants and represents:

         A.       the Material created by Xcare.net in rendering Development
                  Services is original to Xcare.net;
         B.       the Material has not been published, and shall not be
                  published, under circumstances which have caused, or may
                  cause, loss of copyright;
         C.       neither the Material, nor any portion thereof, violates any
                  patent, copyright, trade secret or other proprietary right of
                  any other party;
         D.       the Material will conform in all respects to Client's
                  specifications and other requirements;
         E.       in developing the Material, Xcare.net shall not utilize any
                  confidence, trade secrets or copyright protected information
                  or material of any other person or entity;
         F.       Xcare.net's employees have expertise in performing the
                  Services;
         G.       Xcare.net's employees shall comply with all relevant laws,
                  regulations, ordinances, and other governmental orders of all
                  relevant governmental authorities and bodies in providing the
                  Development Services; and,
         H.       in recognition of the critical nature of timely completion of
                  the Development Services, Xcare.net has, and shall maintain,
                  sufficient resources, facilities, capacity and manpower to
                  ensure that all Development Services will be performed by
                  qualified personnel in a workmanlike manner, and in conformity
                  with the highest standards of Xcare.net's industry.

         5.2. Client.

                  5.2.1. Client hereby represents and warrants to Xcare.net that
(i) Client has secured all necessary consents, permissions, clearances,
authorizations and waivers for the use of Client Content or Modified Content,
including without limitation, all text, pictures, audio, video, logos and copy
contained in all Client Content or Modified Content; (ii) the use of Client
Content as contemplated herein shall not infringe the copyright, trademark or
other intellectual property


                                       13
<PAGE>   14


rights of any party, or constitute defamation, invasion of privacy, or the
violation of any right of publicity or any other right of any party; and (iii)
Client has complied and shall comply with all legislation, rules and regulations
regarding Client Content.

                  5.2.2. Client shall indemnify and hold harmless Xcare.net, its
directors, officers, parent company, and affiliates, from any and all liability,
costs and expenses (including attorney's fees) arising in connection with any
third party claim or action brought against Xcare.net, or any of its directors,
officers, parent company, and affiliates, relating to Client Content or Modified
Content, provided (i) Xcare.net notifies Client promptly in writing of such
claim, (ii) Client has the sole control of the defense and all related
settlement negotiations, and (iii) Xcare.net provides Client with all reasonably
necessary assistance, information and authority to perform the foregoing at
Client's expense.


                                       14
<PAGE>   15


                                  ATTACHMENT 1

                                 SIGNATURE PAGE


AGREED:

XCARE.NET                               EXPERT PRACTICE, INC.
6400 S. Fiddler's Green Circle          4025 Camino del Rio South

Suite Number 540                        Suite Number 100

Englewood, CO 80111                     San Diego, CA 92108

By /s/ LORINE SWEENEY                   By /s/ JOHN R. SEITZ
  --------------------------              ------------------------
  Lorine Sweeney, CEO                     John R. Seitz, CEO



                                       15
<PAGE>   16


                                  SCHEDULE 1-A


                              DEVELOPMENT SERVICES

         1.       WEB SITE AND PRODUCT DESIGN, DEVELOPMENT AND IMPLEMENTATION
         2.       PROJECT MANAGEMENT AND ON-GOING SUPPORT
         3.       GENERAL SITE MANAGEMENT ACTIVITIES AND ATTENDANCE ON TELEPHONE
                  CALLS AND AT MEETINGS



                                  DELIVERABLES

1. DEPLOYMENT OF THE WWW.EXPERTPRACTICE WEB SITE (VERSION 1)

         o Phase I - ExpertPractice Architectural Envisioning
                  Links to products, outside partners or vendors:
                           a) RPM/ITS
                           b) HOTSPACE
                           c) RISK MANAGEMENT
                           d) SNAPPNET
                           e) CREDENTIALSAGENT
                           f) CREDENTIALS PROFILE
         o Phase II - Application and Data Architecture development
         o Phase III - Implementation


2. MODIFICATIONS TO THE VERSION 1 OF WWW.EXPERTPRACTICE WEB SITE TO ADD OR
MODIFY THE FOLLOWING LINKS TO SERVICES/PRODUCTS TO PRODUCT (VERSION 2);
                           g) CLICKTHINGS! (FORMERLY HOTSPACE)
                           h) SITE ADMINISTRATION PAGES-- PHASE I

3. DEPLOYMENT OF EXPERTPRACTICE.COM WEB SITE VERSION 3, FUNCTIONAL
SPECIFICATIONS AND TIMELINE FOR THE RELEASE SHOULD BE DELIVERED BY FEBRUARY 1,
2000 THE CURRENT PRODUCTS AND FEATURES DEFINED ARE:
                           i) MANAGE YOUR PRACTICE(DEFINED AS A PRODUCT)
                           j) SITE ADMINISTRATION PAGES-- PHASE 2
                           k) OTHER PRODUCTS, OUTSIDE PARTNERS OR VENDOR
                              PRODUCTS SHOULD BE DEFINED IN THE FUNCTIONAL
                              SPECIFICATIONS.

4) WEB SITE AND PRODUCT MANAGEMENT SERVICES -- ONGOING, FOR THE
EXPERTPRACTICE.COM ECOMMERCE SITE AND ANY PRODUCTS DEVELOPED BY XCARE.NET



                                       16


<PAGE>   17


                                  SCHEDULE 1-B

                            FEES and PAYMENT SCHEDULE


<TABLE>
<CAPTION>
DEVELOPMENT SERVICES     FEES PER HOUR       SERVICES INCLUDE
--------------------     -------------       ----------------
<S>                      <C>                 <C>
TECHNICAL DEVELOPMENT    $ *                 WEB SITE AND/OR PRODUCT DEVELOPMENT

PROJECT MANAGEMENT       $ *                 PROJECT MANAGEMENT ACTIVITIES
                                             INCLUDING MEETING, VISITS, AND
                                             MANAGEMENT OF PROJECT TEAM.

PRODUCT MANAGEMENT       $ *                 WEBSITE AND/OR PRODUCT MANAGEMENT
</TABLE>

* This confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities
  and Exchange Act of 1934, as amended.

                                       17