<PAGE>   1

                                                                    EXHIBIT 10.3

NOTE: Certain portions of this document have been omitted pursuant to a request
for confidential treatment and, where applicable, has been marked with an
asterisk to denote where omissions have been made. The confidential material has
been filed separately with the Commission.




================================================================================



                       OUTSOURCING AND OPERATING AGREEMENT

                           dated as of March 30, 2000

                                      among

                                 NOVATION, LLC,

                                   VHA, INC.,

                       UNIVERSITY HEALTHSYSTEM CONSORTIUM,

               HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,

                                       and

                               NEOFORMA.COM, INC.



================================================================================


<PAGE>   2


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>           <C>                                                                                             <C>
1.             DEFINITIONS.....................................................................................2

2.             NOVATION OBLIGATIONS............................................................................5

               2.1           Agency Relationship...............................................................5
               2.2           Novation Duties...................................................................5
               2.3           Certain Contracts.................................................................7

3.             NEOFORMA OBLIGATIONS............................................................................7

               3.1           Service...........................................................................7
               3.2           Service Levels....................................................................8
               3.3           Cooperation with Novation.........................................................8
               3.4           The First * Locations.............................................................8
               3.5           Quality Assurance Program.........................................................8
               3.6           Notice of Materially Adverse Facts................................................8
               3.7           Case Studies......................................................................8

4.             THE EXCHANGE....................................................................................8

               4.1           Maintenance of Exchange...........................................................8
               4.2           Consultation......................................................................8
               4.3           Provision of Non-Contract Product Information.....................................8
               4.4           Provision of Contract Product Information.........................................9
               4.5           Independent Users.................................................................9
               4.6           Multiple Memberships..............................................................9
               4.7           User Registration.................................................................9
               4.8           Delivery and Order Fulfillment...................................................10
               4.9           Removal of Products from the Exchange............................................10
               4.10          Customized Exchanges.............................................................10
               4.11          Links............................................................................10
               4.12          Reasonable Assistance............................................................10

5.             NOVATION EXCHANGE AND HPPI EXCHANGE............................................................10

               5.1           Development......................................................................10
               5.2           Hosting..........................................................................11
               5.3           Delivery and Order Fulfillment...................................................11
               5.4           Display of Material..............................................................11
               5.5           Reports..........................................................................11
               5.6           Retained Contracts...............................................................11
               5.7           Marketing........................................................................11
               5.8           Neoforma Auction.................................................................12
               5.9           Neoforma Plan....................................................................12

6.             EXCLUSIVITY AND RIGHT OF FIRST OFFER...........................................................12

               6.1           Novation, VHA, UHC and HPPI Exclusivity..........................................12
</TABLE>


* Material has been omitted and filed separately with the Commission.


<PAGE>   3


<TABLE>
<S>           <C>                                                                                            <C>
               6.2           Neoforma Exclusivity.............................................................13
               6.3           Right of First Offer for Novation and Neoforma...................................13
               6.4           First Offer for Non-Exclusive Services...........................................14

7.             LICENSES AND OWNERSHIP.........................................................................15

               7.1           Ownership of Marks...............................................................15
               7.2           Novation Marks...................................................................15
               7.3           Neoforma Marks...................................................................15
               7.4           VHA, UHC and HPPI Marks..........................................................15
               7.5           Ownership of Neoforma Materials and Novation Materials...........................16
               7.6           Neoforma Materials...............................................................16
               7.7           Novation Materials...............................................................16
               7.8           Development of Tools.............................................................16
               7.9           Access License...................................................................17

8.             FEES AND TAXES.................................................................................17

               8.1           Contract Product Transaction Fees................................................17
               8.2           Non-Contract Product Transaction Fees............................................17
               8.3           Target Transaction Fees..........................................................18
               8.4.          Adjustment of Transaction Fees...................................................18
               8.5           Reporting and Payment of Transaction Fees........................................19
               8.6           No Fees Prior to Mergers.........................................................19
               8.7           Taxes............................................................................19
               8.8           New Markets......................................................................20
               8.9           Product Returns..................................................................20
               8.10          Neoforma * and Neoforma *........................................................20
               8.11          Other Expenses...................................................................20
               8.12          VHA/UHC Allocation...............................................................20

9.             TERM AND TERMINATION...........................................................................21

               9.1           Initial Term.....................................................................21
               9.2           Renewal and Extension of Term....................................................21
               9.3           Termination for Cause............................................................21
               9.4           Termination for Insolvency Events................................................21
               9.5           Termination of Merger Agreements.................................................22
               9.6           Termination Upon Neoforma Change of Control......................................22
               9.7           Return of Materials..............................................................22
               9.8           Survival.........................................................................22
               9.9           Termination Assistance Services..................................................22

10.            USER DATA......................................................................................24

               10.1          Registration.....................................................................24
               10.2          Transaction Database.............................................................24
               10.3          Member Data......................................................................24
               10.4.         Aggregated Member Data...........................................................24
               10.5          Transaction Database.............................................................24
               10.6          License Grant of Information to Novation.........................................25
</TABLE>



* Material has been omitted and filed separately with the Commission.



<PAGE>   4

<TABLE>
<S>           <C>                                                                                            <C>
               10.7          No Other Licenses or Use.........................................................25
               10.8          Other Data.......................................................................25
               10.9          Neoforma Information.............................................................25

11.            SAFEGUARDING OF DATA; CONFIDENTIALITY..........................................................26

               11.1          Novation Data....................................................................26
               11.2          Confidentiality..................................................................26

12.            REPRESENTATIONS AND WARRANTIES.................................................................28

               12.1          Representations by Neoforma......................................................28
               12.2          Representations by Novation, VHA, UHC and HPPI...................................29
               12.3          Warranty Disclaimer..............................................................30

13.            USE OF SUBCONTRACTORS..........................................................................30

               13.1          Generally........................................................................30
               13.2          Novation's Right to Revoke Approval..............................................31
               13.3          Continuing Responsibility........................................................31
               13.4          Confidential Information.........................................................31

14.            INSURANCE......................................................................................31

               14.1          Insurance........................................................................31
               14.2          Proof of Insurance...............................................................31

15.            INDEMNITY......................................................................................31

               15.1          Neoforma Indemnity...............................................................31
               15.2          Novation Indemnity...............................................................32
               15.3          Infringement Claims..............................................................32
               15.4          Indemnity Procedures.............................................................33

16.            LIMITATION OF LIABILITY........................................................................33

               16.1          Limitations......................................................................33
               16.2          Exceptions.......................................................................33
               16.3          Liquidated Damages...............................................................33

17.            AUDIT RIGHTS...................................................................................34

               17.1          General..........................................................................34
               17.2          Frequency of Audits..............................................................35
               17.3          Auditors.........................................................................35
               17.4          Record Retention.................................................................35
               17.5          Cooperation......................................................................35
               17.6          Overcharges......................................................................35

18.            DISPUTE RESOLUTION.............................................................................36

               18.1          Resolution of Disputes...........................................................36
               18.2          Negotiations and Escalation......................................................36
               18.3          Appointment of Arbitral Body.....................................................36
               18.4          Qualifications of Arbitrator.....................................................36
               18.5          Initiation of Arbitration and Procedures.........................................37
</TABLE>


* Material has been omitted and filed separately with the Commission.


<PAGE>   5


<TABLE>
<S>           <C>                                                                                            <C>
               18.6          Procedures.......................................................................37
               18.7          Governing Law; Jurisdiction......................................................37
               18.8          Arbitration Award................................................................38
               18.9          Cooperation of the Parties.......................................................38
               18.10         Costs............................................................................38
               18.11         Judgment on the Award; Enforcement...............................................38
               18.12         Preservation of Equitable Relief; Third-Party Litigation.........................38
               18.13         Continued Performance............................................................39

19.            GUARANTY OF PERFORMANCE........................................................................39

               19.1          VHA and UHC Guarantees...........................................................39
               19.3          VHA and UHC Waivers..............................................................39
               19.3          Scope of Liability...............................................................40

20.            GENERAL PROVISIONS.............................................................................40

               20.1          No Waiver........................................................................40
               20.2          Entire Agreement.................................................................40
               20.3          Publicity........................................................................40
               20.4          Covenant of Good Faith...........................................................40
               20.5          Compliance with Laws and Regulations.............................................40
               20.6          Assignment; Successors and Assigns...............................................41
               20.7          Governing Law....................................................................41
               20.8          Notices..........................................................................41
               20.10         No Agency........................................................................42
               20.11         Force Majeure....................................................................42
               20.12         Interest.........................................................................43
               20.13         Program Management...............................................................43
               20.14         Severability.....................................................................43
               20.15         Counterparts.....................................................................43
               20.16         Headings.........................................................................43
</TABLE>



* Material has been omitted and filed separately with the Commission.

<PAGE>   6


EXHIBITS:

Exhibit A      Marks
Exhibit B      Current Marks Usage Guidelines for Novation
Exhibit C      Current Marks Usage Guidelines for Neoforma
Exhibit D      Current Marks Usage Guidelines for VHA, UHC and HPPI
Exhibit E      Reports and Other Information Requirements
Exhibit F      Program Management







* Material has been omitted and filed separately with the Commission.


<PAGE>   7

                       OUTSOURCING AND OPERATING AGREEMENT



        This Outsourcing and Operating Agreement ("AGREEMENT") is entered into
as of March 30, 2000 (the "EFFECTIVE DATE") by and among Neoforma.com, Inc., a
Delaware corporation with offices at 3255-7 Scott Boulevard, Santa Clara,
California 95054 ("NEOFORMA"), Novation, LLC, a Delaware limited liability
company with offices at 125 East John Carpenter Freeway, Irving, Texas 75062
("NOVATION"), Healthcare Purchasing Partners International, LLC, a Delaware
limited liability company with offices at 125 East John Carpenter Freeway,
Irving, Texas 75062 ("HPPI"), VHA, Inc., a Delaware corporation with offices at
220 East Las Colinas Boulevard, Irving, Texas 75039-5500 ("VHA") and University
HealthSystem Consortium, an Illinois corporation with offices at 2001 Spring
Road, Suite 700, Oak Brook, Illinois 60523 ("UHC").

                                    RECITALS

        WHEREAS, Neoforma is a provider of Internet (as defined in Section 1)
e-commerce services to the healthcare industry facilitating the sale, rental or
lease of new and used equipment, products, supplies, services information and
other content, and provides information regarding various healthcare facilities
and equipment through its online offerings and programs;

        WHEREAS, VHA and UHC are organizations whose patrons are hospitals and
healthcare providers, who view e-commerce as an essential part of their
cooperative purchasing programs on behalf of their patrons for the future and
who desire to more fully develop the services they render to their patrons
through this Agreement;

        WHEREAS, VHA and UHC together own all the ownership interests in
Novation and HPPI;

        WHEREAS, Novation is a contracting agent that develops and delivers
supply chain management agreements, programs and services on behalf of VHA and
UHC and their patrons;

        WHEREAS, HPPI is a GPO that serves healthcare organizations that are not
members of VHA and UHC and other GPOs and which develops and delivers
supply-chain management programs and services to such healthcare organizations;

        WHEREAS, the parties wish to establish a long-term, global relationship
to enable the parties to achieve increased efficiency and cost savings through
Internet-based technology and pursuant to which (i) Neoforma will develop and
manage the Exchange (as defined in Section 1), an e-commerce web site for the
benefit of the members of VHA and UHC, the associated healthcare organizations
of HPPI and for the benefit of other users unaffiliated with VHA, UHC or HPPI,
(ii) Novation will serve as the contracting agent for Neoforma by recruiting,
contracting with and managing relationships with healthcare equipment
manufacturers and service suppliers on Neoforma's behalf and (iii) VHA and UHC
will provide marketing support for the Exchange, guarantee Novation's
obligations to the extent provided under this Agreement and enter into the
exclusivity provisions hereunder; and

        WHEREAS, in consideration for the services to be provided by VHA and UHC
pursuant to this Agreement, Neoforma will issue to VHA and UHC warrants (the
"Warrants") to purchase up to 14,191,777 shares and 1,524,477 shares,
respectively, of the common stock, par value



* Material has been omitted and filed separately with the Commission.


                                       1

<PAGE>   8

$0.001, of Neoforma (the "Common Stock"), and Neoforma will issue to VHA and to
UHC 38,316,111 shares and 9,222,488 shares, respectively, of Common Stock, in
each case, in accordance with and subject to the limitations set forth in those
certain Common Stock and Warrant Purchase Agreements entered into by Neoforma
and VHA and by Neoforma and UHC on the date hereof (collectively, the "Purchase
Agreements").

        NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:


1.      DEFINITIONS

        As used in this Agreement, the following terms shall have the respective
meanings set forth below. Other capitalized terms shall have the meanings set
forth elsewhere in this Agreement.

        "ADJUSTED GROSS TRANSACTION VALUE(S)" means, with regard to a confirmed
purchase, rental or lease on the Exchange, the gross purchase, rental or lease
price * which are related to the Product purchased, rented or leased.

        "AFFILIATE(S)" means, with respect to a specified person, any other
person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specified
person. Neoforma, on the one hand, and Novation, VHA and/or UHC, on the other
hand, shall not be Affiliates.

        "AGGREGATED MEMBER DATA" means all or any of an aggregate of the
Information relating to any two or more Members.

        "API(S)" means language and messaging formats, in human and computer
readable form, that define how programs interact with an operating system, a
database, with functions in other programs, with communication systems, or with
hardware drivers.

        "CONTRACT PRODUCT(S)" means any Product that is part of the Novation
Contract Portfolio and available on the Novation Exchange or the HPPI Exchange.

        "CONTRACT TRANSACTION FEE(S)" has the meaning specified in Section 8.1.1
of this Agreement.

        "CUSTOMIZED EXCHANGE(S)" means that portion of the Exchange created
specifically for and accessible only to members of a particular purchasing
organization.

        "EXCHANGE" means the Novation Exchange, HPPI Exchange, all Customized
Exchanges and all other portions of the Neoforma web sites.

        "GPO(S)" means any entity in the United States that meets the definition
of a "Group Purchasing Organization" as set forth in 42 CFR Section 1001.952(j),
and any entity outside the United States performing a similar function.



* Material has been omitted and filed separately with the Commission.


                                       2
<PAGE>   9

        "HPPI EXCHANGE" means that portion of the Exchange accessible only HPPI
Members.

        "HPPI MEMBER(S)" means, at any date, those organizations acting as
purchasers, renters or lessees in their respective markets that are associates
of HPPI and to which HPPI provides procurement related services, cost management
programs and other services.

        "INFORMATION" means the information and data maintained by Neoforma in
the Transaction Database, which shall include, at minimum, (i) any and all
information and data collected, developed and/or stored by Neoforma relating to
Users and (ii) any and all information and data relating to use of or
transactions on the Exchange by Users.

        "INTELLECTUAL PROPERTY RIGHTS" means all copyrights, patents, trade
names and trademarks (in each of the preceding cases, whether registered or not)
and trade secrets and other intellectual property rights of a person.

        "INTERNET" means the public, global network of computer networks and
individual computers constantly connected using standardized communications
protocols, specifically TCP/IP or any successor protocol thereof.

        "MATERIAL(S)" means information on equipment, products, supplies or
services, including, without limitation, product availability and pricing
information, provided to Neoforma for display to Users of the Exchange.

        "MEMBER(S)" means, at any date, those organizations that are (i) patrons
or members of VHA or UHC, or are associated therewith, or (ii) HPPI Members, and
in each case, that are listed in an electronic file supplied to Neoforma and
updated periodically by Novation.

        "MEMBER DATA" means any and all Transaction Database information
relating to a specific Member.

        "MERGERS" means (i) the merger of a subsidiary of Neoforma into Eclipsys
Corporation ("ECLIPSYS") and (ii) the merger of HEALTHvision, Inc.
("HEALTHVISION") into Eclipsys.

        "MERGER AGREEMENTS" means (i) the Agreement and Plan of Merger by and
among Neoforma, Neo III Acquisition Corp. and Eclipsys dated the date hereof and
(ii) the Agreement and Plan of Merger between Neoforma and Healthvision dated
the date hereof.

        "NEOFORMA AUCTION" means Neoforma's auction services offered on the
Exchange.

        "NEOFORMA CHANGE OF CONTROL" means any (i) transaction or series of
related transactions in which more than 50% of the voting securities of Neoforma
immediately after such transaction or transactions is not owned by persons who,
immediately prior to such transaction or transactions, owned more than 50% of
the voting securities of Neoforma, (ii) merger or consolidation in which
Neoforma is not the surviving entity or (iii) the sale of all or substantially
all of the assets of Neoforma; provided, however, none of the Mergers or the
transactions contemplated by the Merger Agreements shall be deemed a Neoforma
Change of Control.



                                       3


* Material has been omitted and filed separately with the Commission.

<PAGE>   10

        "NEOFORMA INFORMATION" means Information received from non-Members.

        "NEOFORMA MATERIALS" means Materials provided by Neoforma and displayed
on and available to Users of the Exchange but shall not include the Novation
Materials.

        "NEOFORMA PLAN" means Neoforma's medical facility planning services
offered on the Exchange.

        "NON-CONTRACT PRODUCT" means any Product available through the Exchange
that is not part of the Novation Contract Portfolio or any other GPO-specific
contract portfolio.

        "NON-CONTRACT TRANSACTION FEES" has the meaning specified in Section
8.2.1 of this Agreement.

        "NOVATION CONTRACT PORTFOLIO" means a catalog of all Products and
Novation Materials that will appear on the Novation Exchange or the HPPI
Exchange, for which Novation has contracted, for the benefit of the Members.

        "NOVATION COMPETITOR" means any person that, at the time of
determination, would reasonably be considered to be (i) a competitor of Novation
or (ii) a competitor of any Member.

        "NOVATION EXCHANGE" means that portion of the Exchange dedicated to the
Novation Contract Portfolio and accessible only to members of VHA or UHC.

        "NOVATION MATERIALS" means Materials provided by Novation or by Novation
Suppliers to Neoforma for display to Users of the Exchange, including to Members
on the Novation Exchange.

        "NOVATION SUPPLIERS" means suppliers, manufacturers or distributors that
provide equipment, products, supplies, services, information and other content
for sale, rental or lease through the Novation Exchange and HPPI Exchange under
the Novation Contract Portfolio.

        "PARTY" means each of Neoforma, Novation, HPPI, VHA and UHC and any
other person who becomes a signatory to this Agreement, unless the context
requires otherwise.

        "PATRON(S)" means a person who is entitled to receive a patronage refund
from VHA or UHC.

        "PERSON" means a natural person, corporation, partnership (limited or
general), limited liability company, business trust or other entity.

        "PRODUCT(S)" means equipment, products, supplies, services, information
and other content provided by Suppliers and available for purchase, rental or
lease by Users through the Exchange.



* Material has been omitted and filed separately with the Commission.


                                       4
<PAGE>   11

        "RETAINED CONTRACT(S)" means those product or service contracts of VHA
or UHC that have not been transferred to Novation and which the Members may have
access to because they are Members in VHA or UHC.

        "SERVICE(S)" means the services to be provided hereunder by Neoforma.

        "SERVICE LEVEL(S)" means the objective criteria establishing the level
of Neoforma's required performance of the Services under this Agreement.

        "SIGN-UP" (also "SIGNS-UP" and "SIGNED-UP") means for a party to enter
into a contractual relationship with a Supplier to enable all or any portion of
that Supplier's equipment, products, supplies, services, information and other
content to be displayed on the Exchange.

        "SUPPLIER(S)" means suppliers, manufacturers or distributors that
provide Products and Materials for display, sale, rental or lease through the
Exchange.

        "SUPPLY CHAIN MANAGEMENT SERVICES" means (i) with respect to Novation,
VHA and HPPI, operations and activities related to evaluation, bidding,
negotiation, contracting, administering, marketing, distribution, sale,
acquisition or disposal of equipment, products, supplies, services, information
and other content by healthcare organizations from third parties and (ii) with
respect to UHC only, operations and activities related to evaluation, bidding,
negotiation, contracting, administering, marketing, distribution, sale,
acquisition or disposal of equipment, products, supplies and services by
healthcare organizations from third parties, and in the case of each of clause
(i) and (ii), including operations and activities directly related to Neoforma
Plan and Neoforma Auction. Notwithstanding the generality of the foregoing, and
with respect to UHC only, Supply Chain Management Services do not include
outsourcing, consulting, information technology products and services (unless
related to equipment or supplies), financial products and services, insurance
products and services, education and networking and communication products and
services.

        "TOOL(S)" means a program, utility or user interface that helps the user
of the program, utility or user interface analyze or search for data.

        "TRANSACTION DATA" means the data maintained by Neoforma on the
Transaction Database.

        "TRANSACTION DATABASE" means any and all means used to store
Information.

        "TRANSACTION FEE(S)" means fees to be paid by Suppliers with whom
Novation has contracted on Neoforma's behalf in respect of transactions
occurring on the Exchange but excluding fees associated with Neoforma Auction
and Neoforma Plan.

        "USER(S)" means all Members and other users of the Exchange, including,
without limitation, participating healthcare organizations, GPOs or other
registered users that do not act as Suppliers.

2.      NOVATION OBLIGATIONS

        2.1     Agency Relationship. Neoforma hereby appoints Novation to act as
                Neoforma's agent to Sign-up Suppliers, and Novation accepts such
                appointment, for the principal purpose of facilitating
                e-commerce purchases by the patrons of VHA and UHC and by
                others.

        2.2     Novation Duties. In connection with Novation's appointment as
                agent under Section 2.1, Novation will perform the following
                obligations:




* Material has been omitted and filed separately with the Commission.


                                       5
<PAGE>   12

                2.2.1   As promptly as practicable after the Effective Date,
                        Neoforma and Novation shall meet to discuss and mutually
                        agree upon (i) the form of agreement to be used by
                        Novation to Sign-up Suppliers on Neoforma's behalf and
                        (ii) certain reasonable negotiating parameters within
                        which Novation may negotiate with Suppliers without
                        seeking Neoforma's approval. The parties will use
                        commercially reasonable efforts to agree on the form
                        supplier agreement and the negotiating parameters within
                        90 days after the Effective Date. While within such
                        parameters, Novation may negotiate with any Supplier and
                        obtain any terms and conditions that in Novation's
                        reasonable discretion are consistent with its
                        obligations under this Agreement. Novation agrees that
                        if it concludes any agreement upon terms or conditions
                        outside of the agreed upon negotiating parameters, it
                        will seek Neoforma's prior consent, which consent shall
                        not be unreasonably withheld or delayed. Novation shall
                        use its diligent efforts to obtain favorable terms from
                        each Supplier with whom it negotiates on behalf of
                        Neoforma. Neoforma agrees, however, that Novation shall
                        have no obligation to obtain the best terms and
                        conditions available from any Supplier.

                2.2.2   Neoforma and Novation shall meet no less frequently than
                        on a quarterly basis (or at any time that either
                        Neoforma or Novation reasonably requests such a meeting)
                        to review the then current form of Supplier agreement
                        and the negotiating parameters. At such meetings,
                        Neoforma and Novation shall in good faith review whether
                        the form of Supplier agreement and the negotiating
                        parameters then in effect are market competitive and, if
                        not, shall adjust either or both so that they are market
                        competitive. For the avoidance of doubt, the parties
                        agree that "market competitive" shall mean that (i)
                        Suppliers are reasonably likely to sign such agreement
                        (after negotiation) or (ii) the negotiating parameters
                        are commercially reasonable.

                2.2.3   Novation will provide to Neoforma promptly after the
                        Sign-up of each Supplier agreement that Novation enters
                        into on Neoforma's behalf, all information concerning
                        such agreement that is necessary for Neoforma to fulfill
                        its obligations thereunder.

                2.2.4   Novation will manage the Supplier relationships in
                        respect of each Supplier that Novation Signs-up on
                        Neoforma's behalf, and will use diligent efforts to
                        facilitate favorable commercial relationships between
                        Neoforma and such Suppliers.

                2.2.5   As promptly as practicable after the Effective Date,
                        Novation will identify certain key Novation employees
                        responsible for performing Novation's agency services
                        hereunder. Novation shall make available a number of
                        employees as will be necessary to perform Novation's
                        agency obligations hereunder. No such employees will be
                        required to devote their full time to providing such
                        services hereunder.



* Material has been omitted and filed separately with the Commission.


                                       6
<PAGE>   13

                2.2.6   Novation and Neoforma shall cooperate to increase the
                        number of Suppliers on the Exchange. Novation and
                        Neoforma will meet on at least a quarterly basis to
                        agree upon targets regarding Supplier recruitment.
                        Subject to Neoforma's obligations set forth in Sections
                        3.4 and 3.7, *, Novation as agent shall Sign-up
                        Suppliers representing * of * as measured by * during *.

                2.2.7   Novation will reasonably cooperate with Neoforma to
                        resolve performance problems with respect to any
                        Supplier that it has Signed-up on Neoforma's behalf and
                        who has become the subject of numerous User complaints.
                        In the resolution of such issues, Novation will act
                        solely as Neoforma's agent with respect to Suppliers,
                        and Novation shall not be required to contact any Users.

                2.2.8   Subject to its obligations under Section 11.2, Novation
                        will bring to Neoforma's attention, reasonably promptly
                        after learning thereof, any fact that would reasonably
                        be likely to materially adversely affect the Exchange,
                        Neoforma or Users, including, without limitation, the
                        institution of litigation against Novation or any
                        Supplier.

                2.2.9   In connection with the negotiation of Supplier
                        agreements, Novation will provide Suppliers with
                        technical information and specifications provided by
                        Neoforma to enable such Suppliers to effectively connect
                        to and interface with the Exchange. Novation shall not
                        independently negotiate or modify any aspects of
                        Neoforma's technical specifications regarding the
                        Exchange without Neoforma's prior written consent.

                2.2.10  In performing its duties under this Section 2, Novation
                        shall not be required to initiate or carry on
                        litigation.

        2.3     Certain Contracts. For the avoidance of doubt, the parties agree
                that the contracts constituting the Novation Contract Portfolio
                or the Retained Contracts, as now or hereafter constituted,
                shall remain obligations of Novation, UHC or VHA, as the case
                may be, and shall not be transferred to, or assumed by, Neoforma
                in connection with this Agreement.


3.      NEOFORMA OBLIGATIONS

        3.1     Service. Neoforma shall provide the Services described in the
                Functionality Specification. Neoforma and Novation anticipate
                that the Services will evolve and be modified or be enhanced
                over time to keep pace with technological advancements and
                improvements in e-commerce and shall include at least the
                functionality described in the Functionality Specifications. All
                modifications to the Functionality Specifications must be in
                writing and agreed to by the parties in writing.



* Material has been omitted and filed separately with the Commission.


                                       7
<PAGE>   14

        3.2     Service Levels. Neoforma shall provide such professional and
                technical personnel and other resources (including, without
                limitation, hardware, software, facilities, equipment and other
                assets) as shall be required to perform the Services in
                accordance with the Service Levels as set forth in the Service
                Level Specifications. All modifications to the Service Level
                Specifications must be in writing and agreed to by the parties
                in writing.

        3.3     Cooperation with Novation. Neoforma shall cooperate with
                Novation in the performance of Novation's agency obligations
                under Section 2.

        3.4     The First * Locations. No later than *, Neoforma shall have
                completed the integration of, and shall have made operational
                for remote order entry, * locations jointly identified by
                Neoforma and Novation. Of the * locations, (i) * shall be *,
                (ii) * shall be * and (iii) each of * of such * shall have * of
                products of *, based on each location's purchasing, renting and
                leasing * during the *.

        3.5     Quality Assurance Program. Neoforma will administer a quality
                assurance program, among other things, to monitor Supplier
                performance and order confirmation for Products ordered by
                Users.

        3.6     Notice of Materially Adverse Facts. Subject to its obligations
                under Section 11.2, Neoforma will bring to Novation's attention,
                reasonably promptly after learning thereof, any fact that would
                reasonably be likely to materially adversely affect the
                Exchange, the Novation Exchange, the HPPI Exchange or the
                Members, VHA, UHC or HPPI, including, without limitation, the
                institution of litigation against Neoforma or any Supplier.

        3.7     Case Studies. As promptly as practicable after the applicable
                data is available (but in no event later than January 1, 2001),
                Neoforma shall undertake to prepare two or more market-leader
                case studies documenting the economic value that the Exchange
                has for each of Suppliers and Members. Such case study will be
                available to Novation, VHA and UHC for the purpose of marketing
                the Exchange to other Suppliers and Members.


4.      THE EXCHANGE

        4.1     Maintenance of Exchange. Neoforma shall use its best efforts to
                maintain the Exchange as a leading provider of e-commerce
                services to the healthcare industry.

        4.2     Consultation. Neoforma, Novation, VHA and UHC will consult
                regularly (but no less frequently than on a quarterly basis) to
                discuss the strategic direction of the Exchange, including the
                features and functions that would provide additional value to
                patrons and others.

        4.3     Provision of Non-Contract Product Information. The Suppliers
                will be responsible for providing Neoforma with Materials to be
                located on the Exchange in respect of all Non-Contract Products.
                Novation will review such Materials



* Material has been omitted and filed separately with the Commission.

                                       8
<PAGE>   15

                relating to the Non-Contract Products, subject to Neoforma
                providing Novation a methodology for previewing such Materials.

        4.4     Provision of Contract Product Information. Novation shall be
                responsible for providing Neoforma with pricing for Contract
                Products and any unique facts and summary sheets relating to
                such Contract Products that are prepared by Novation. The
                Suppliers will be responsible for providing Neoforma with all
                other information regarding such Contract Products. Subject to
                Neoforma providing to Novation a methodology for allowing
                Novation to preview Materials relating to Contract Products,
                Novation will review such information and determine that such
                information is reasonably accurate, prior to being loaded on the
                Exchange (e.g., correct pricing, product numbers, description,
                etc.).

        4.5     Independent Users. Prior to the date on which Neoforma concludes
                an agreement with a GPO (other than HPPI) having its own
                Supplier contracts (an "INDEPENDENT GPO") who, as a condition to
                using the Exchange, contractually requires Neoforma to act in a
                neutral manner, Neoforma shall refer any User who requests
                access to a Customized Exchange (other than a Member entitled to
                use the Novation Exchange) to the HPPI Exchange. After the date
                on which an Independent GPO is on the Exchange, if a User (other
                than a Member entitled to use the Novation Exchange) approaches
                Neoforma requesting access to a Customized Exchange, Neoforma
                shall act in a neutral manner with regard to such User and shall
                not be required to recommend or otherwise refer such User to any
                specific part of the Exchange, including the HPPI Exchange or
                the Novation Exchange. Notwithstanding the preceding sentence,
                Neoforma will at all times feature the HPPI Exchange at least as
                prominently on the Exchange as any other Customized Exchange.

        4.6     Multiple Memberships. If a Member is also a member of any other
                GPO that has a Customized Exchange on the Exchange, that Member
                will have access to all of the Exchange, including the Novation
                Exchange or HPPI Exchange, as the case may be, and the
                applicable Customized Exchange. Members who are also Users of
                Customized Exchanges will have access rights to the Novation
                Exchange or the HPPI Exchange equal to those of Members that do
                not belong to Customized Exchanges. Notwithstanding the
                foregoing, Neoforma shall provide favorable view and framing in
                respect of the Novation Contract Portfolio to any Member
                accessing the Exchange.

        4.7     User Registration. Upon implementation of the Novation Exchange,
                Neoforma, with Novation's assistance, will develop a Tool to
                register Members on the Exchange. Neoforma will require Members
                to create and use passwords as a necessary condition to
                accessing the Novation Exchange. Neoforma shall be responsible
                for keeping the Novation Exchange registry and the HPPI Exchange
                registry current and for not allowing access to such Exchanges
                by unauthorized Users.



* Material has been omitted and filed separately with the Commission.


                                       9
<PAGE>   16

        4.8     Delivery and Order Fulfillment. Neoforma will notify Suppliers
                and provide Suppliers access to the Transaction Database for
                sales, rentals and leases of Products by such Suppliers, in a
                form and format mutually agreed upon by Neoforma and Suppliers
                and to the extent set forth in the Functionality Specifications.

        4.9     Removal of Products from the Exchange. With regard to
                Non-Contract Products, Neoforma shall remove Product listings
                from the Exchange promptly after determining that the appearance
                of such Products will, or is reasonably likely to, result in
                liability to Neoforma, Novation, HPPI, VHA, UHC or any Users.
                Upon such removal, Neoforma will promptly notify Novation of
                such action and the reasons therefore. With regard to Contract
                Products, Neoforma shall notify Novation promptly after becoming
                aware of any problems with a Contract Product or that any such
                Contract Product will, or is reasonably likely to, result in
                liability to Neoforma, Novation, HPPI, VHA, UHC or any Users. In
                addition and at the same time, Neoforma shall provide to
                Novation all information of which it is aware regarding the
                problems with such Contract Product. Neoforma will obtain
                Novation's prior written consent, prior to taking any action to
                remove such Contract Product listing from the Exchange.

        4.10    Customized Exchanges. In accordance with the Functionality
                Specifications, Neoforma may create Customized Exchanges and
                other customized sites for the use and benefit of Users on the
                Exchange. Neoforma will not intentionally create Customized
                Exchanges for the purpose of evading fees owed to Novation under
                Section 8 of this Agreement.

        4.11    Links. The parties will establish and maintain hypertext links
                from the Novation web site, HPPI web site, VHA web site and UHC
                web site to the Exchange. Each of Novation, HPPI and Neoforma
                will use reasonable efforts to ensure that the respective links
                that each party maintains linking Novation, HPPI and Members to
                the Exchange function correctly.

        4.12    Reasonable Assistance. Each party will provide the other parties
                with on-going reasonable assistance with regard to technical,
                administrative and service-oriented issues relating to the
                Exchange.


5.      NOVATION EXCHANGE AND HPPI EXCHANGE

        5.1     Development. As promptly as practicable after the Effective
                Date, the parties shall agree on the "look and feel" and
                organization of the Novation Exchange and the HPPI Exchange. In
                addition, they will jointly develop and agree upon an
                implementation plan and schedule for development of the Novation
                Exchange and the HPPI Exchange; provided, however, that,
                notwithstanding anything herein to the contrary, the Novation
                Exchange and the HPPI Exchange will have at least the minimum
                functionality in the applicable time periods all as described in
                the Functionality Specifications.



* Material has been omitted and filed separately with the Commission.


                                       10
<PAGE>   17

        5.2     Hosting. Neoforma will create, host and implement the Novation
                Exchange and the HPPI Exchange according to the agreed plan and
                display the Novation Contract Portfolio in a manner similar to
                the way in which products currently appear on the Exchange.

        5.3     Delivery and Order Fulfillment. Neoforma will notify the
                Suppliers of purchases, rentals and leases made by Members in a
                form and format according to the terms of Neoforma's agreements
                with Suppliers.

        5.4     Display of Material. In order to facilitate efficient
                presentation of Product information, Neoforma will categorize,
                organize and display all Products on the Novation Exchange and
                the HPPI Exchange in a manner consistent with that in which it
                organizes similar information on the Exchange.

        5.5     Reports. Subject to obtaining the consent of the Members in
                accordance with Section 10, Neoforma will provide Novation, VHA,
                UHC and HPPI with real-time, on-line reports of Members usage
                statistics and reports on other reasonable matters. Such reports
                shall be made available in the form of Excel(TM) files
                transferred via electronic transmission to Novation, VHA, UHC or
                HPPI, or in such other format as the parties agree. The parties
                will mutually agree as to the scope, format and substance of the
                standardized reporting system that Neoforma will develop (at no
                extra charge) and that will be available to Novation, VHA, UHC
                and HPPI via the Internet.

        5.6     Retained Contracts. Either VHA or UHC may at any time elect to
                put their respective Retained Contracts on the Novation
                Exchange. If the posting on the Novation Exchange is merely
                informational and Members are not able to purchase, rent or
                lease Products covered by such Retained Contracts through the
                Exchange, no fees shall be paid for such posting. If during the
                Term, Novation Signs-up the Suppliers under such Retained
                Contracts, Neoforma and Novation will negotiate in good faith to
                allocate the transaction fees paid by such Supplier.

        5.7     Marketing.

                5.7.1   Novation, VHA, UHC and HPPI will use commercially
                        reasonable efforts to drive traffic to the Novation
                        Exchange and the HPPI Exchange, including, without
                        limitation, making appropriate introductions for
                        Neoforma, allowing Neoforma preferred space and
                        visibility at Member forums, and presenting satellite
                        broadcasts or web casting targeted at the Members.
                        Novation, VHA and UHC will work with Neoforma to develop
                        new initiatives targeted toward increasing Members'
                        participation on the Exchange, including the Novation
                        Exchange and the HPPI Exchange.

                5.7.2   Within 45 days after the Effective Date, Novation and
                        Neoforma will complete an execution plan for targeting
                        patrons and others, a general marketing agreement
                        specifying what each of the parties thereto will do with
                        regard to marketing the Exchange to patrons and others,
                        and a plan



* Material has been omitted and filed separately with the Commission.

                                       11
<PAGE>   18

                        for recruitment and for Novation's Sign-up of Suppliers
                        to the Exchange as well as to the Novation Exchange and
                        the HPPI Exchange.

                5.7.3   Within 30 days after the Effective Date, VHA, UHC and
                        HPPI will send an announcement of this Agreement to all
                        Members directed at least to the chief executive
                        officers and purchasing managers of the Members. Within
                        30 days after the Effective Date, Novation will send
                        announcements of this Agreement to Suppliers of Products
                        to the healthcare industry with which Novation has a
                        relationship directed in each case to at least to (i)
                        the Supplier's chief executive officer and (ii)
                        Novation's account representative at such Supplier.

        5.8     Neoforma Auction.

                5.8.1   On the Effective Date, the Exchange will include
                        Neoforma Auction.

                5.8.2   Novation, VHA, UHC and HPPI will promote the use of
                        Neoforma's asset management and recovery services and
                        related activities of Neoforma Auction to patrons and
                        others. Such promotion shall include specific mention of
                        Neoforma Auction in communications to Members and in
                        other promotion, and such other forms of promotion as
                        Novation, VHA and UHC deem is appropriate.

                5.8.3   Any Member wishing to utilize the Neoforma Auction and
                        Neoforma's asset management and recovery services shall
                        enter into an Asset Recovery Services Agreement with
                        Neoforma.

        5.9     Neoforma Plan.

                5.9.1   On the Effective Date, the Exchange will include
                        Neoforma Plan.

                5.9.2   Novation, VHA, UHC and HPPI will promote use of the
                        services included in Neoforma Plan to patrons and others
                        in connection with their capital equipment programs.
                        Such promotion shall include, without limitation,
                        specific mention of Neoforma Plan in communications to
                        Members and in other promotions.

                5.9.3   Novation will inform Suppliers that they have the option
                        to sponsor specific "Centers of Excellence" within
                        Neoforma Plan. Any Supplier wishing to participate in
                        Neoforma Plan shall enter into a Plan Sponsorship
                        Agreement with Neoforma.


6.      EXCLUSIVITY AND RIGHT OF FIRST OFFER

        6.1     Novation, VHA, UHC and HPPI Exclusivity. Except as provided in
                Section 6.3, each of Novation, HPPI, VHA and UHC agrees that it
                will not directly or indirectly develop, promote, contract for
                the development of, assist others to



* Material has been omitted and filed separately with the Commission.


                                       12
<PAGE>   19

                develop, or enter into any agreement with any other person to
                provide to any of them, or promote to their Members, any
                Internet-based exchange related to Supply Chain Management
                Services by acute or non-acute healthcare providers anywhere in
                the world other than the Exchange.

        6.2     Neoforma Exclusivity.

                6.2.1   Except as otherwise provided in Section 6.3, neither
                        Neoforma nor its Affiliates will develop, promote,
                        contract for the development of, assist others to
                        develop, or enter into any agreement with any other
                        person to provide, any Internet-based system related to
                        the acquisition or disposal of equipment, products,
                        supplies, services, information and other content by
                        acute or non-acute healthcare providers anywhere in the
                        world other than the Exchange.

                6.2.2   Except as provided in Section 6.3, Novation will be
                        Neoforma's and Neoforma's Affiliates' exclusive agent to
                        Sign-up Suppliers. Neoforma will not, and will cause any
                        Affiliate of Neoforma not to, (i) Sign-up any Supplier
                        directly or (ii) contract with, or pay any financial
                        incentives to, any person to act as a contracting agent
                        of Neoforma or Neoforma's Affiliates to Sign-up any
                        Supplier on Neoforma's or Neoforma's Affiliates' behalf;
                        provided, however, that nothing herein shall be
                        construed to impose upon Neoforma any obligation to seek
                        to terminate agreements with Suppliers previously
                        entered into by Neoforma and existing as of the
                        Effective Date.

                6.2.3   Notwithstanding the provisions of Subsection 6.2.2,
                        Neoforma may Sign-up any Supplier, if:

                        (i)     Neoforma refers a Supplier to Novation for
                                contracting, and notwithstanding such referral,
                                the Supplier specifically requests to Sign-up
                                with Neoforma or Novation informs Neoforma that
                                Novation will not Sign-up that Supplier; or

                        (ii)    a Supplier is under contract to an Independent
                                GPO and the Independent GPO, as a condition to
                                using the Exchange, contractually requires
                                Neoforma to Sign-up its Suppliers directly.

        6.3     Right of First Offer for Novation and Neoforma.

                6.3.1   If either Novation or Neoforma elects to commence an
                        Internet-venture in any country other than the United
                        States or in any market that is not then served by the
                        Exchange (whether in the United States or otherwise),
                        such party (the "OFFEROR") shall offer to the other (the
                        "OFFEREE") the opportunity to participate in such
                        venture in a manner commensurate with the Offeree's role
                        under this Agreement (including the right of Novation to
                        create other contract portfolios similar to the Novation
                        Contract Portfolio or to recruit suppliers for such
                        venture). The Offeror shall provide full



                                       13
<PAGE>   20

                        information to the Offeree regarding the venture, and
                        shall make its senior executives available to meet with
                        the Offeree to discuss the venture. The Offeror shall
                        also notify the Offeree of such venture a reasonable
                        time prior to commencement of the venture (but in no
                        event less than 60 days prior to the date on which the
                        Offeree must decide to participate). If after
                        consideration the Offeree declines to participate in
                        such venture, then, notwithstanding Section 6.1 or 6.2,
                        as the case may be, the Offeror may proceed with such
                        venture, but solely in that market or country, and on no
                        less favorable terms and conditions in the aggregate as
                        had been offered to the Offeree. In addition, the
                        Offeree shall be released from its obligations under
                        Section 6.1 or 6.2, as the case may be, but solely in
                        respect of the market or country that was the subject of
                        such Offer. If the Offeror subsequently does not
                        consummate the venture, and the Offeror wishes to
                        commence another venture in the same market or country,
                        the Offeror must once again offer such opportunity to
                        the Offeree. The Offeror shall have no obligation to
                        share any fees earned in a venture in which the Offeree
                        has not elected to participate.

                6.3.2   Within 30 days after the Effective Date and on a
                        quarterly basis thereafter, business development
                        representatives of Neoforma and Novation shall meet to
                        review existing opportunities in foreign markets and
                        countries and to review existing opportunities in
                        markets not then served by the Exchange. Such
                        representatives shall prepare a joint plan to identify
                        and exploit such other opportunities in foreign markets
                        and in other healthcare markets. Any right of an Offeror
                        to proceed with a venture under Subsection 6.3.1 without
                        the Offeree shall be conditioned on such Offeror's
                        compliance with this Subsection 6.3.2.

        6.4     First Offer for Non-Exclusive Services.

                6.4.1   The term "NON-EXCLUSIVE SERVICE(S)" means
                        Internet-related services that are outside the scope of
                        Section 6.1. UHC shall give favorable consideration to
                        Neoforma as a third-party provider to UHC of
                        Non-Exclusive Services as follows: if (i) UHC elects to
                        provide for itself or for the benefit of all or
                        substantially all of UHC's Members any new Non-Exclusive
                        Service or (ii) UHC intends to replace any agreement for
                        the provision of a Non-Exclusive Service then being
                        provided to UHC by a third party, then UHC shall first
                        offer to Neoforma the opportunity to provide such
                        Non-Exclusive Service (the "OPPORTUNITY"). Promptly upon
                        becoming aware of an Opportunity, UHC shall send notice
                        of the Opportunity in electronic or paper writing to the
                        Chief Executive Officer of Neoforma, or his or her
                        designate. Promptly after receiving such notification,
                        but in no less than 15 days, Neoforma shall meet with
                        UHC to discuss the Opportunity and Neoforma's proposed
                        role therein. Neoforma and UHC shall continue to meet
                        and discuss the Opportunity for the 30-day period
                        commencing upon UHC's notification to Neoforma. Neither
                        UHC nor Neoforma will have any obligation to meet and to
                        discuss the Opportunity (i) if Neoforma does not meet
                        with UHC within the time required, or (ii) after the
                        expiration of the 30-day discussion period. The
                        communication by UHC to Neoforma of any Opportunity,
                        including the ideas, concepts or other intellectual
                        property contained therein, will be Confidential
                        Information subject to Section 11.



* Material has been omitted and filed separately with the Commission.


                                       14
<PAGE>   21

                6.4.2   For the avoidance of doubt and notwithstanding anything
                        to the contrary in this Agreement, in no event, will UHC
                        be required to obtain any Non-Exclusive Service from
                        Neoforma.


7.      LICENSES AND OWNERSHIP

        7.1     Ownership of Marks. Each party will own and retain all right,
                title and interest in and to its intellectual property,
                including its trademarks, trade names, service marks and logos
                ("MARKS") worldwide, as specified in Exhibit A.

        7.2     Novation Marks. Subject to the terms of this Agreement, Novation
                grants to Neoforma, VHA, UHC and HPPI a worldwide,
                nontransferable, royalty-free license to use, transmit and
                display Novation's Marks in connection with the Exchange during
                the Term of this Agreement, provided that such use is in
                accordance with Novation's then-current trademark usage
                guidelines. A copy of Novation's current trademark usage
                guidelines is attached as Exhibit B. Upon any change in such
                guidelines, Novation will promptly provide to Neoforma a copy of
                such revised usage guidelines. Neoforma will not modify the
                Novation Marks or combine any of the Novation Marks with any
                other mark or term. Subject to the provisions of Section 9.8,
                upon termination or expiration of this Agreement, Neoforma will
                cease all use of the Novation Marks.

        7.3     Neoforma Marks. Subject to the terms of this Agreement, Neoforma
                grants to Novation, VHA, UHC and HPPI a worldwide,
                nontransferable, royalty-free license to use, transmit and
                display Neoforma's Marks during the Term only in promotional
                materials used to encourage participation on the Exchange,
                provided that such use is in accordance with Neoforma's
                then-current trademark usage guidelines. A copy of Neoforma's
                current trademark usage guidelines is attached as Exhibit C.
                Upon any change in such guidelines, Neoforma will promptly
                provide to Novation a copy of such revised usage guidelines.
                Except as authorized under this Agreement, Novation will not
                modify any of the Neoforma Marks or combine the Neoforma Marks
                with any other mark or term. Subject to the provisions of
                Section 9.8, upon the termination or expiration of this
                Agreement, Novation will cease all use of the Neoforma Marks.

        7.4     VHA, UHC and HPPI Marks. Subject to the terms of this Agreement,
                each of VHA, UHC and HPPI grants to Novation and Neoforma a
                worldwide, nontransferable, royalty-free license to use,
                transmit and display its Marks solely to promote the Exchange to
                the Members during the Term, provided that such use is in
                accordance with the then-current trademark usage guidelines of
                VHA, UHC and HPPI, as the case may be. A copy of each of VHA's,
                UHC's and HPPI's current trademark usage guidelines are attached
                as Exhibit D. Except as authorized under this Agreement,
                Neoforma and Novation will not modify any of the Marks of VHA,
                UHC and HPPI or combine any of them with any other mark or term.
                Subject to the provisions of Section 9.8, upon the termination
                or



* Material has been omitted and filed separately with the Commission.


                                       15
<PAGE>   22

                expiration of this Agreement, Neoforma and Novation will cease
                all use of VHA's, UHC's and HPPI's Marks.

        7.5     Ownership of Neoforma Materials and Novation Materials. Neoforma
                and Novation will own and retain all worldwide right, title and
                interest in and to the Neoforma Materials and Novation
                Materials, respectively. Neither Neoforma nor Novation will
                alter or delete any copyright or other proprietary notice that
                may appear in the other party's Materials without prior written
                consent of such party.

        7.6     Neoforma Materials. Neoforma grants to Novation a worldwide,
                nontransferable, royalty-free license to use the Neoforma
                Materials only in promotional materials used to encourage
                participation on the Exchange.

        7.7     Novation Materials. Novation grants to Neoforma a worldwide,
                nontransferable, royalty-free license to use the Novation
                Materials on the Exchange during the Term solely to enable
                Neoforma to provide the Services contemplated under this
                Agreement.

        7.8     Development of Tools. From time to time during the Term,
                Novation may request Neoforma to design Tools for Members or
                Suppliers in addition to the Tools, functions and APIs contained
                in the Functionality Specifications. Within a reasonable time
                after such request, appropriate personnel from Novation and
                Neoforma will meet to discuss and draft technical specifications
                for the desired customized Tools, functions and APIs.

                7.8.1   If the Tool, function or API requested by Novation will
                        be used by all Users of the Exchange, Neoforma will
                        develop such Tool, function or API promptly and at its
                        own expense. Neoforma will own and retain all right,
                        title and interest to all the intellectual property,
                        including the source code, object code and other
                        Confidential Information, in and to the Neoforma
                        developed Tools, functions and APIs.

                7.8.2   If Neoforma does not otherwise agree to develop such
                        Tool, function or API for use by all Users of the
                        Exchange, Novation may, in its sole discretion, agree to
                        pay for the development of such Tool, function or API.
                        If Novation agrees to pay Neoforma for the development
                        of such Tool, function or API, Neoforma will promptly
                        endeavor to develop such requested Tool, function or
                        API, and Novation will own all right, title and interest
                        to all the intellectual property, including all source
                        code, object code and other Confidential Information, in
                        and to such Tools, functions and APIs. Any fees charged
                        to Novation for development of any Tool, function or API
                        shall be provided by Neoforma at the most favorable fee
                        Neoforma charges to any other person for such
                        development or integration services.

                7.8.3   Nothing in this Section 7.8 shall limit Neoforma's
                        obligation to provide the Services set forth in the
                        Functionality Specifications.



* Material has been omitted and filed separately with the Commission.


                                       16
<PAGE>   23

        7.9     Access License. Neoforma grants to Novation a non-exclusive,
                worldwide, non-assignable license to members of Novation and
                HPPI in order to access the Exchange. Novation and HPPI grant to
                Neoforma a non-exclusive, worldwide, non-assignable license to
                access the Novation and HPPI web sites and computer systems
                solely to enable Neoforma to provide the services contemplated
                under this Agreement.


8.      FEES AND TAXES

        8.1     Contract Product Transaction Fees.

                8.1.1   Neoforma shall collect all Transaction Fees paid by
                        Suppliers pursuant to this Agreement with respect to
                        sales, rentals and leases of Contract Products to
                        Members on the Exchange (the "CONTRACT TRANSACTION
                        FEE(S)"). On the *, the * to be used in * is *. The
                        Contract Transaction Fee shall be adjusted from time to
                        time in accordance with Section 8.4.

                8.1.2   Until the * of the Effective Date, and subject to
                        Novation's election in Subsection 8.1.4, Novation * to
                        Neoforma a Contract Transaction Fee of * of the Adjusted
                        Gross Transaction Value in such period. If the Contract
                        Transaction Fee payable by Suppliers during such period
                        is * of the Adjusted Gross Transaction Value at any
                        time, Novation shall pay to Neoforma the *; provided,
                        however, that the * Novation in this Subsection 8.1.2 is
                        solely in respect of the applicable * and not a *. After
                        the * of the Effective Date, no Contract Transaction Fee
                        *  by Novation shall be applicable, and Neoforma shall
                        collect from Suppliers any Contract Transaction Fee then
                        in effect.

                8.1.3   Subject to Subsection 8.3.2, Neoforma shall pay to
                        Novation * of any Contract Transaction Fees * of the *.

                8.1.4   Novation may, *, elect to pay to Neoforma * of the * for
                        *.

                8.1.5   If during the Term, Neoforma enters into any agreement
                        with a * pursuant to which Neoforma will receive a fee
                        for Products sold, rented and leased on the Exchange,
                        and such fee to be paid to Neoforma is * to Neoforma *
                        or Novation to Neoforma * by Novation to Neoforma * then
                        such fee to be paid to Neoforma * or *, as the case may
                        be, *.

        8.2     Non-Contract Product Transaction Fees.

                8.2.1   Neoforma shall collect all fees paid by Suppliers
                        pursuant to this Agreement with respect to sales,
                        rentals and leases of Non-Contract Products on the
                        Exchange (the "NON-CONTRACT TRANSACTION FEES"). On



* Material has been omitted and filed separately with the Commission.


                                       17
<PAGE>   24
                              *           , the    *     of         *
                             *           to be used in          *          is *.
                        The Non-Contract Transaction Fees will be adjusted from
                        time to time in accordance with Section 8.4.

                8.2.2   Subject to Subsection 8.3.2, Novation and Neoforma
                        shall share  Non-Contract Transaction
                        Fees as follows:

                        (i)     Non-Contract Transaction Fees received by
                                Neoforma from Suppliers for Non-Contract
                                Products purchased, rented and leased by *.

                        (ii)    Non-Contract Transaction Fees received by
                                Neoforma from Suppliers for Non-Contract
                                Products purchased, rented and leased by *.

                        (iii)   Neoforma will not share with Novation any fees
                                earned on purchases, rentals and leases through
                                the Exchange by *.

        8.3     Target Transaction Fees.

                8.3.1   The parties have determined target minimum aggregate
                        Transaction Fees to be earned by Neoforma (the "TARGET
                        TRANSACTION FEE(S)"). The Target Transaction Fees are as
                        follows:

                        *

                8.3.2   In any          * in which there is a Target Transaction
                        Fee, Neoforma shall not share any Non-Contract
                        Transaction Fees with Novation pursuant to Section 8.2
                        and will not * Novation any Contract Transaction Fees
                        pursuant to Section 8.1, until Neoforma has received
                        aggregate Transaction Fees (which shall include the
                        Contract Transaction Fees * Neoforma and the
                        Non-Contract Transaction Fees * Novation) in an amount
                        equal to the Target Transaction Fees for such    *
                        *.

                8.3.3   If in any    *     , the Transaction Fees (which shall
                        include the Contract Transaction Fees * Neoforma and the
                        Non-Contract Transaction Fees * Novation) are lower than
                        the Target Transaction Fees for such *, the amount of
                        such deficiency (the "DEFICIENCY AMOUNT") shall be added
                        to the Target Transaction Fees for the following *. For
                        each successive * until the * ending *(the "TERMINAL
                        DATE"), any Deficiency Amount existing at the end of
                        such   *       shall be added to the Target Transaction
                        Fees for the following *. *.

        8.4     Adjustment of Transaction Fees. Within 30 days after the
                Effective Date and on a monthly basis prior to the * of the
                Effective Date, Neoforma and Novation shall meet to review the
                target Contract Transaction Fees and Non-Contract Transaction
                Fees then in effect. Thereafter, Neoforma and Novation shall
                meet no less frequently than on a quarterly basis (or at any
                time that either Neoforma or Novation reasonably requests such a
                meeting) to review such fees. At such



* Material has been omitted and filed separately with the Commission.



                                       18
<PAGE>   25

                meetings, Neoforma and Novation shall in good faith review
                whether the Contract Transaction Fees and Non-Contract
                Transaction Fees then in effect are market competitive and, if
                not, shall adjust either or both of such Contract Transaction
                Fees and Non-Contract Transaction Fees so that they are market
                competitive. For the avoidance of doubt, the parties agree that
                "market competitive" shall mean that (i) Suppliers are
                reasonably likely to agree to pay such fees at such time or (ii)
                such fees are competitive with similar transaction fees paid by
                suppliers in similar e-commerce or related industries. Until
                Neoforma and Novation have agreed upon a change to the Contract
                Transaction Fee or the Non-Contract Transaction Fees, as the
                case may be, the then-existing fees shall remain in effect.


        8.5     Reporting and Payment of Transaction Fees. Within 15 days after
                the end of each month, Neoforma will provide Novation with a
                written report consisting of (i) aggregate Adjusted Gross
                Transaction Values for all purchases, rentals and leases of
                Contract Products and Non-Contract Products, (ii) the
                calculation of any Contract Transaction Fees or Non-Contract
                Transaction Fees owing to Novation and (iii) the calculation of
                any other fees to be paid by Neoforma hereunder. Subject to
                Subsection 8.3.2, Neoforma shall pay all such Transaction Fees
                and other fees within 45 days after receipt of its report. If
                Novation has * to pay *, Novation will pay such Contract
                Transaction Fees within 45 days after receipt of Neoforma's
                report. Any report submitted by Neoforma to Novation shall
                include the information set forth in Exhibit E and such other
                information as Novation may reasonably request.


        8.6     No Fees Prior to Mergers. Notwithstanding anything to the
                contrary in this Agreement, neither Novation nor Neoforma shall
                be obligated to pay any Transaction Fees to the other under this
                Section 8 or otherwise until and unless the Mergers are
                consummated. Any Transaction Fees owing to Neoforma or to
                Novation, as the case may be, under this Section 8 that are not
                paid as a result of this paragraph shall accrue without interest
                and shall be paid by Neoforma or Novation, as the case may be,
                within 30 days after the consummation of the Mergers. Any fees
                not paid within the time period specified in the preceding
                sentence shall be subject to interest in accordance with Section
                20.11.


        8.7     Taxes. Neoforma and Novation shall cooperate to minimize any
                local, state, national and foreign taxes (including, without
                limitation, sales, use and VAT taxes which may apply), licenses,
                export/import fees and any other fees or similar obligations
                relating to any sale, rental or lease of a Contract Product
                through the Exchange. If in the future any such taxes or similar
                obligations are required to be paid by Neoforma or Novation in
                respect of Contract Products, such fees shall be shared by
                Neoforma and Novation proportionately based on revenues each
                derives from the Exchange. In no event shall Novation be
                required to share any taxes under this Section 8.7 for Products
                other than Products for which Novation receives Transaction
                Fees.



* Material has been omitted and filed separately with the Commission.



                                       19
<PAGE>   26

        8.8     New Markets. If Neoforma and Novation agree pursuant to Section
                6.3 to enter any other healthcare market (other than the United
                States acute care market) that is not then served by the
                Exchange or that is in countries outside of the United States,
                Neoforma and Novation shall negotiate in good faith to set the
                Transaction Fees to be paid in respect of such products to be
                purchased, rented and leased on such Exchange.


        8.9     Product Returns. Neoforma and Novation will cooperate in good
                faith to make any adjustments to the fees to be paid hereunder
                to reflect Products that have been returned by Users.


        8.10    Neoforma * and Neoforma *. Both Neoforma and Novation may
                Sign-up Suppliers for Neoforma * and Neoforma *. Neoforma shall
                pay to Novation * from Suppliers that have contracted to use
                Neoforma * through Novation. Neoforma shall pay to Novation *
                from Suppliers that have contracted to use Neoforma * through
                Novation. In addition, Neoforma shall pay to Novation * from any
                Member usage of Neoforma *.


        8.11    Other Expenses. Neither Neoforma nor Novation shall be required
                to pay to the other party any amounts for the performance of
                their respective obligations hereunder other than those
                expressly set forth in this Agreement.


        8.12    VHA/UHC Allocation. VHA and UHC agree as between themselves to
                account for Contract and Non-Contract Transaction Fees and for
                fees related to Neoforma Plan and Neoforma Auction as follows:


                (i)     if the fee relates to business done with or for a VHA
                        patron or other VHA Member or UHC patron or other UHC
                        Member, to allocate the fee to VHA or UHC respectively;


                (ii)    if the fee relates to business done with or for
                        customers of HPPI, to allocate the fee to VHA and UHC
                        according to their ownership interests in HPPI; and


                (iii)   if the fee relates to business done with or for other
                        persons, to allocate the fee *% to VHA and *% to UHC.


                In the event that during * of this Agreement fees otherwise
                earned by Novation are not paid by Neoforma by reason of Section
                8.3.2 of the Agreement, VHA and UHC agree to make an adjusting
                payment as between themselves to the extent that fees earned
                attributable to one are used to offset any deficiencies in
                meeting Target Transaction Fees attributable to the other. In
                making this determination, (i) Target Transaction Fees shall be
                allocated between VHA and UHC *% and *% respectively and (ii)
                actual Transaction Fees paid to Neoforma (A) shall be credited
                to VHA or UHC as the case may be in the case of fees
                attributable to VHA patrons and other VHA Members or UHC patrons
                and other UHC Members, (B) shall be credited to VHA and UHC
                according to their ownership in HPPI in the case of fees related
                to business done with customers of HPPI or (C)

* Material has been omitted and filed separately with the Commission.


                                       20
<PAGE>   27

                shall be credited *% to VHA and *% to UHC if the fee relates to
                business done with or for other persons. The allocations and
                credits agreed to in this Section 8.12 may be modified at any
                time upon mutual written agreement of VHA and UHC.


9.      TERM AND TERMINATION

        9.1     Initial Term. This Agreement commences on the Effective Date and
                will remain in effect for an initial term of 10 years (the
                "INITIAL TERM"), unless terminated earlier in accordance with
                the terms of this Agreement.


        9.2     Renewal and Extension of Term. This Agreement will automatically
                renew for successive one-year terms after the completion of the
                Initial Term (each a "RENEWAL TERM") unless Neoforma or Novation
                provides written notice of its intention to terminate this
                Agreement to the other at least 90 days prior to the end of the
                Initial Term or any then-current Renewal Term. The Initial Term
                and any and all renewals or extensions thereof and any
                Termination Assistance Period are referred to herein as the
                "TERM".


        9.3     Termination for Cause. Each of Neoforma and Novation, after
                complying with Section 18.2 hereunder, will have the right to
                terminate this Agreement if the other party materially breaches
                (i) its service obligations under this Agreement or (ii) its
                exclusivity obligations under Section 6 of this Agreement,
                unless the breaching party (x) cures such breach within 30 days
                after receiving written notice or (y) if such breach is not
                curable within 30 days, makes substantial progress in curing
                such breach within 30 days and cures such breach within 90 days.
                Any repeated or sustained failure of Neoforma to meet its
                Service Level obligations hereunder shall constitute a material
                breach of Neoforma's service obligations under Subsection (i)
                hereunder.


        9.4     Termination for Insolvency Events. If either Neoforma or
                Novation is unable to obtain credit from any creditors, becomes
                insolvent, makes an assignment for the benefit of its creditors,
                or becomes the subject of a proceeding under Title 11 of the
                United States Code, as amended, or becomes the subject of
                similar state court proceedings, then in any such case, the
                other party, or in the case of Neoforma, VHA, UHC or HPPI, may,
                without prejudice to any other rights, immediately terminate
                this Agreement or, if such termination is subject to any
                statutory provision or judicial order staying such action, seek
                leave to modify such stay so as to terminate this Agreement.
                Each of Neoforma and Novation acknowledges and agrees that its
                insolvency, the making of an assignment for the benefit of its
                creditors, or its becoming the subject of a proceeding under
                Title 11 of the United States Code, is "cause" for the
                termination of any statutory or judicial stay of the rights of
                the other party hereunder to terminate this Agreement. Each of
                Neoforma and Novation acknowledges and agrees that, in such
                event, it could not provide "adequate protection" to the other
                party, or in the case of Neoforma, to VHA, UHC or HPPI, that the
                continued imposition of a stay would likely cause irreparable
                harm to the other party, and the continued imposition of a stay
                would


* Material has been omitted and filed separately with the Commission.


                                       21
<PAGE>   28

                adversely affect the health, safety and welfare of communities
                served by the parties hereto.

        9.5     Termination of Merger Agreements. If any or all of the Merger
                Agreements or the Purchase Agreements terminate in accordance
                with their respective terms, Novation may terminate this
                Agreement within 30 days after such termination. Upon a
                termination under this Section 9.5, Novation shall not be
                responsible for any fee or payment to Neoforma under Section 8
                hereunder or otherwise. Notwithstanding the foregoing, the right
                of termination in this Section 9.5 will expire upon the issuance
                of any securities of Neoforma under, and in accordance with the
                terms of, the Purchase Agreements.


        9.6     Termination Upon Neoforma Change of Control. Prior to the
                effective date of the Mergers, Novation may terminate this
                Agreement upon any Neoforma Change of Control.


        9.7     Return of Materials. Subject to Section 9.8, upon termination or
                expiration of this Agreement for any reason, each of Neoforma
                and Novation shall promptly return to the other party, and shall
                not take, use or disclose, all Products of any nature that
                belong to the other party and all records (in any form, format
                or medium) containing or relating to Neoforma Materials or
                Novation Materials or the Confidential Information of the other
                party.


        9.8     Survival. The provisions of Sections 7.1, 7.5, 8.5, 8.6, 9.7,
                9.8, 9.9, 10, 11, 15, 16, 17, 18, 19 and 20 will survive
                termination or expiration of this Agreement for any reason.


        9.9     Termination Assistance Services.


                9.9.1   General. Upon any termination or expiration of this
                        Agreement, Neoforma shall provide termination assistance
                        and shall comply with Novation's reasonable directions
                        to allow the Services to continue without interruption
                        or adverse effect and to facilitate the orderly
                        transition and migration of all Services then being
                        performed by Neoforma from Neoforma to Novation (or a
                        third-party provider undertaking, on behalf of Novation,
                        to provide the Services) (the "TERMINATION ASSISTANCE
                        SERVICES"), all in accordance with this Section 9.
                        Novation shall cooperate in good faith with Neoforma in
                        connection with Neoforma's obligations under this
                        Section 9.

                9.9.2   Termination Assistance Period. Neoforma shall commence
                        providing Termination Assistance Services (i) with
                        respect to the scheduled expiration of this Agreement,
                        90 days prior to such scheduled expiration or such
                        earlier date as Novation may reasonably request and (ii)
                        with respect to any termination of this Agreement, upon
                        the delivery of the notice of termination. Neoforma
                        shall continue providing Termination Assistance Services
                        through the effective date of the expiration or


                                       22
<PAGE>   29

                        termination of this Agreement and for a period of not
                        less than * thereafter (the "TERMINATION ASSISTANCE
                        PERIOD"). Upon at least 30 days prior written notice to
                        Neoforma, Novation may extend, from time to time, the
                        Termination Assistance Period for an additional *.
                        During any Termination Assistance Period, Neoforma shall
                        provide, at Novation's request, and, as part of the
                        Termination Assistance Services, any or all of the
                        Services being provided by Neoforma prior to the date of
                        the expiration or termination of this Agreement.

                9.9.3   Termination Plan. Neoforma and Novation shall cooperate
                        in good faith to develop a termination plan setting
                        forth the respective tasks to be accomplished by each
                        party in connection with the termination and a schedule
                        pursuant to which such tasks are to be completed in
                        accordance with the Termination Assistance Services
                        (collectively, the "TERMINATION PLAN").

                9.9.4   Certain Licenses. In the event that Novation terminates
                        this Agreement pursuant to Section 9.3, Neoforma shall
                        provide the following:

                        (i)     a * license to all third-party software that is
                                required to provide the Services, to the extent
                                Neoforma is entitled to sublicense such
                                software, and to the extent Neoforma is not
                                entitled to sublicense such software, Neoforma
                                shall provide a list of all third-party software
                                licenses that are required to provide the
                                Services and shall assist Novation in licensing
                                a substantially similar software at a
                                commercially reasonable price; and

                        (ii)    a * license to all Neoforma-owned software
                                required to provide the Services solely for
                                Novation's internal use. In addition, Neoforma
                                shall provide to Novation consulting services,
                                at no charge to Novation, as may be reasonably
                                required in order to recreate the Exchange
                                environment for Novation.

                9.9.5   Equitable Remedies. Neoforma acknowledges that, if it
                        breaches (or attempts or threatens to breach) its
                        obligation to provide Novation Termination Assistance
                        Services in accordance with Section 9.9, Novation will
                        be irreparably harmed. In such circumstance, and
                        notwithstanding the provisions of Section 18, Novation
                        may proceed directly to court. If a court of competent
                        jurisdiction should find that Neoforma has breached (or
                        attempted or threatened to breach) any such obligations,
                        Neoforma agrees that even without any additional
                        findings of irreparable injury or other conditions to
                        injunctive relief, it shall not oppose the entry of an
                        appropriate order compelling performance by Neoforma
                        restraining it from further breaches (or attempted or
                        threatened breaches).



* Material has been omitted and filed separately with the Commission.

                                       23
<PAGE>   30

10.     USER DATA

        10.1    Registration. Users who are representatives of Members will be
                required to register as a representative of a Member prior to
                using the Exchange. To effect such registration, Neoforma will
                require that each Member or other User complete a registration
                form in form and substance reasonably acceptable to Novation,
                which form shall request, among other things, submission of
                contact information regarding the User, including, without
                limitation, the User's name, name of the Member organization,
                mailing address, and email address. Neoforma will verify such
                information against the on-line data base information made
                available by Novation and ensure that such registration is
                authorized in accordance with registration and password issuance
                and protection procedures acceptable to Neoforma and in
                accordance with the Functionality Specifications. Neoforma will
                store data collected during registration as part of the
                Information in the Transaction Database.

        10.2    Transaction Database. Neoforma will create and maintain the
                Transaction Database relating to all activity occurring on the
                Exchange in accordance with the Functionality Specifications.
                Novation and Neoforma shall only use Information in accordance
                with the provisions of this Section 10. Neoforma shall at all
                times make all Information available to Novation in any manner
                that it is, or can reasonably be, made available.

        10.3    Member Data. Members shall own their respective Member Data.
                Novation will use commercially reasonable efforts to acquire a
                nonexclusive, non-transferable license from Members (or
                sublicense from VHA, UHC or HPPI) to permit:

                (i)     Novation to access and use such Member Data for, among
                        other things, (A) legal compliance purposes, (B) to
                        track the performance of Suppliers, (C) to be able to
                        track payments to VHA, UHC and HPPI and cooperative
                        payments to the Members, (D) to consult with each of the
                        Members and (E) to promote utilization and
                        standardization among Members; and

                (ii)    Neoforma to use such Member Data provided that such use
                        is (A) solely related to the performance of Neoforma's
                        obligations pursuant to this Agreement and (B) in
                        accordance with the confidentiality provisions of
                        Section 11.

        10.4.   Aggregated Member Data. Subject to the receipt of a license or
                sublicense for use of the Member Data, Novation shall own the
                Aggregated Member Data.

        10.5    Transaction Database. Subject to the ownership rights of the
                Members in Member Data and of Novation in Aggregated Member
                Data, Neoforma shall own the derivative works created by using
                the Member Data and the Aggregated Member Data, provided that no
                such information may be used by Neoforma other than subject to
                the following conditions:



* Material has been omitted and filed separately with the Commission.

                                       24
<PAGE>   31

                (i)     in accordance with the license or sublicense to be
                        obtained from Members in accordance with the provisions
                        of Subsection 10.3.2; or

                (ii)    Member-related Information is (a) combined with
                        non-Member related User Information that * and (b) the
                        Information is provided in such a manner that the
                        identity of the Member, Member Data and Aggregated
                        Member Data can not be discerned or identified by using
                        such Information in connection with any other
                        information.

        10.6    License Grant of Information to Novation.

                10.6.1  Subject to the terms and conditions of this Agreement,
                        Neoforma hereby grants to Novation a nonexclusive,
                        non-transferable license during the Term to access and
                        use the Information; provided, however, that such use is
                        (i) solely for Novation's internal use and for the
                        sublicensing of the use of such data to VHA, UHC and
                        HPPI for their use in serving the needs of their Members
                        (provided that a party may not license, sell or
                        otherwise make available the Information), (ii) complies
                        with the privacy policy in existence on the Exchange at
                        the time of such use and (iii) Novation, VHA, UHC and
                        HPPI each treat such Information as Confidential
                        Information subject to Section 11 of this Agreement.

                10.6.2  Subject to the terms and conditions of this Agreement,
                        Neoforma hereby grants to Novation a nonexclusive,
                        non-transferable license, as agent, to sublicense the
                        Information described in Section 10.5 to Suppliers.

                10.6.3  With respect to the Information sublicensed by Novation
                        under this Subsection 10.6.2, Novation will keep * of
                        the gross license fees and the remaining * of such
                        license fees shall be paid to Neoforma.

        10.7    No Other Licenses or Use. Except as expressly set forth in this
                Section 10, none of the Members, Novation or Neoforma grants any
                license, express or implied, in the Member Data, Aggregated
                Member Data or Information. The failure to abide by the terms
                and conditions of this Section 10 shall constitute a material
                default of this Agreement.

        10.8    Other Data. Neoforma and Novation acknowledge that all other
                data that a party gathers or develops independent of this
                Agreement shall not be covered by this Agreement, provided that
                Neoforma shall not solicit any information from a Member without
                fully disclosing to the Member all intended uses for which such
                information is being collected and will be used.

        10.9    Neoforma Information. Notwithstanding anything herein to the
                contrary, Neoforma may use the Neoforma Information in any
                manner that it chooses, provided that such information does not
                include Member Data or Aggregated Member Data.



* Material has been omitted and filed separately with the Commission.


                                       25
<PAGE>   32

11.     SAFEGUARDING OF DATA; CONFIDENTIALITY

        11.1    Novation Data.

                11.1.1  Generally. As between Neoforma and its Affiliates, on
                        the one hand, and Novation and its Affiliates, on the
                        other hand, information relating to Novation, VHA or UHC
                        or their respective Affiliates, Members or customers,
                        whether or not marked "confidential" and whether
                        disclosed in tangible or in intangible (e.g., oral or
                        visual) form, including, without limitation, (i)
                        information regarding the operations, affairs and
                        business of Novation, VHA or UHC, or their respective
                        Affiliates, Members or customers, (ii) Novation
                        Materials and (iii) all Transaction Data, except as
                        provided in Section 10, (collectively, the "NOVATION
                        DATA") is confidential and will be subject to Section
                        11.2. Novation Data is the property of Novation, VHA or
                        UHC, or their respective Affiliates, Members or
                        customers. Neoforma shall have access to and may make
                        use of Novation Data to the extent reasonably necessary
                        to perform its obligations under this Agreement.
                        Neoforma shall not, however, use Novation Data for any
                        purpose other than providing Services, except as
                        provided in Section 10. Upon termination or expiration
                        of this Agreement for any reason, or upon Novation's
                        request, Neoforma shall promptly return to Novation all
                        of the Novation Data in Neoforma's possession (including
                        backup or archival copies).

                11.1.2  Safeguarding of Data. Neoforma shall maintain
                        appropriate safeguards, consistent with prevailing
                        industry standards, against the destruction,
                        inappropriate disclosure, wrongful access or use, loss
                        or alteration of the Novation Data in the possession of
                        Neoforma. In any event, Neoforma shall maintain
                        safeguards that are no less rigorous than those
                        maintained by Neoforma for its own information of a
                        similar nature and, in no event, less than a reasonable
                        level of safeguards.

        11.2    Confidentiality.

                11.2.1  Confidential Information. "CONFIDENTIAL INFORMATION"
                        means (i) business or technical information of any
                        party, including, without limitation, information
                        relating to a party's product plans, designs, costs,
                        product prices, finances, marketing plans, business
                        opportunities, personnel, research, development,
                        know-how or the pricing information available to
                        Members, (ii) any information communicated with respect
                        to an Opportunity, including the ideas, concepts or
                        other intellectual property contained therein, (iii) any
                        information designated "confidential" or "proprietary"
                        or which, under the circumstances, should reasonably
                        have been understood to be confidential, (iv) Novation
                        Data and (v) the terms and conditions of this Agreement.



* Material has been omitted and filed separately with the Commission.


                                       26
<PAGE>   33

                11.2.2  Confidentiality Obligations. Each party agrees that (i)
                        it will not use or disclose to any third person
                        including its Affiliates any Confidential Information
                        disclosed to it by any other party except as expressly
                        permitted in this Agreement and (ii) it will take all
                        reasonable measures to maintain the confidentiality of
                        all Confidential Information of each other party in its
                        possession or control, which will in no event be less
                        than the measures it uses to maintain the
                        confidentiality of its own information of similar
                        importance.

        11.2.3  Exclusions. Subsection 11.2.2 will not prevent a party from
                disclosing Information that (i) is owned by such party or its
                Affiliates or is already known by the recipient party or its
                Affiliates without an obligation of confidentiality other than
                under this Agreement, (ii) is publicly known or becomes publicly
                known through no unauthorized act of the recipient party, (iii)
                is rightfully received from a third party, provided that the
                source is not known to be bound by a confidentiality agreement
                or (iv) is independently developed by employees of a party or an
                Affiliate of a party without use of the other party's
                Confidential Information. If Confidential Information is
                required to be disclosed pursuant to a requirement of a
                governmental authority, such Confidential Information may be
                disclosed pursuant to such requirement so long as the party
                required to disclose the Confidential Information, to the extent
                possible, (i) provides the party that owns the Confidential
                Information with timely prior notice of such requirement and
                coordinates with such other party in an effort to limit the
                nature and scope of such required disclosure and (ii) uses
                commercially reasonable efforts to ensure that, within
                applicable law, such Confidential Information will not be
                further disclosed. If Confidential Information is required to be
                disclosed in connection with the conduct of any arbitration
                proceeding conducted pursuant to Section 18, such Confidential
                Information may be disclosed pursuant to and in accordance with
                the approval and at the direction of the arbitrator conducting
                such proceeding. Upon written request at the termination or
                expiration of this Agreement for any reason, all such
                Confidential Information in tangible form (and all copies
                thereof) owned by the requesting party or its Affiliates will be
                returned to the requesting party or at the requesting party's
                option will be destroyed, with written certification thereof
                being given to the requesting party, and subject to any rights
                expressly granted to the other party under this Agreement, the
                other party shall cease all further use of any Confidential
                Information, whether tangible or intangible.

        11.2.4  No License. Nothing contained in this Section 11.2 will be
                construed as obligating a party to disclose its Confidential
                Information to another party, or as granting to or conferring on
                a party, expressly or implied, any patent, copyright, trademark,
                trade name, trade secret or other Intellectual Property Rights
                or any license to the Confidential Information of the other
                party.



* Material has been omitted and filed separately with the Commission.

                                       27
<PAGE>   34

        11.2.5  Loss of Confidential Information. In the event of any breach by
                the recipient party of this Section 11.2 that results in a
                disclosure or loss of, or inability to account for, any
                Confidential Information of the furnishing party, the receiving
                party shall promptly, at its own expense, (i) notify the
                furnishing party in writing, (ii) take such commercially
                reasonable actions as may be necessary or reasonably requested
                by the furnishing party to minimize the breach, and (iii)
                cooperate in all reasonable respects with the furnishing party
                to minimize the breach and any damage resulting therefrom.


12.     REPRESENTATIONS AND WARRANTIES

        12.1    Representations by Neoforma. Neoforma represents and warrants to
                Novation, VHA, UHC and HPPI that each of the following
                statements in this Section 12.1 are true and correct as of the
                Effective Date of this Agreement.

                12.1.1  Due Organization. Neoforma is a corporation duly
                        organized, validly existing and in good standing under
                        the laws of the State of Delaware.

                12.1.2  Authority; Non-Contravention.

                        (a)     Neoforma has all requisite corporate power and
                                authority to enter into this Agreement and to
                                perform its obligations hereunder. The execution
                                and delivery of this Agreement and the
                                consummation of the transactions contemplated
                                hereby have been duly authorized by all
                                necessary corporate action on the part of
                                Neoforma. This Agreement has been duly executed
                                and delivered by Neoforma, and it constitutes
                                the valid and binding obligation of Neoforma,
                                enforceable against Neoforma in accordance with
                                its terms, except as enforceability may be
                                limited by bankruptcy and other similar laws
                                affecting the rights of creditors generally and
                                general principles of equity.

                        (b)     The execution and delivery of this Agreement by
                                Neoforma does not, and the performance of this
                                Agreement by Neoforma will not, (i) conflict
                                with or violate the Certificate of Incorporation
                                or Bylaws of Neoforma, (ii) conflict with or
                                violate any law, rule, regulation, order,
                                judgment or decree applicable to Neoforma or by
                                which Neoforma or any of its properties is bound
                                or affected or (iii) result in any breach of or
                                constitute a default (or an event that with
                                notice or lapse of time or both would become a
                                default) under, or impair Neoforma's rights or
                                alter the rights or obligations of any third
                                party under, or give to others any rights of
                                termination, amendment, acceleration or
                                cancellation of, or result in the creation of an
                                encumbrance on any of the properties or assets
                                of Neoforma pursuant to, any note, bond,
                                mortgage, indenture,



* Material has been omitted and filed separately with the Commission.

                                       28
<PAGE>   35



                                agreement, lease, license, permit, franchise or
                                other instrument or obligation to which Neoforma
                                is a party or by which Neoforma or its assets is
                                bound or affected, except, in the case of
                                clauses (ii) and (iii), for such conflicts,
                                violations, breaches, defaults, impairments, or
                                rights which, individually or in the aggregate,
                                would not have a material adverse effect on
                                Neoforma.

                        (c)     No consent, approval, order or authorization of,
                                or registration, declaration or filing with any
                                governmental entity is required to be obtained
                                or made by Neoforma in connection with the
                                execution, delivery and performance of this
                                Agreement.

                12.1.3  Performance. All Services will be performed in a
                        professional and workmanlike manner, consistent with the
                        high professional standards and practices prevailing in
                        the Internet e-commerce services industry.

        12.2    Representations by Novation, VHA, UHC and HPPI. Each of
                Novation, VHA, UHC and HPPI, severally and not jointly,
                represents and warrants to Neoforma that the following
                statements made by it in this Section 12.2 are true and correct
                as of the Effective Date of this Agreement.

                12.2.1  Due Organization. Novation is a limited liability
                        company duly organized, validly existing and in good
                        standing under the laws of the State of Delaware; UHC is
                        a corporation duly organized, validly existing and in
                        good standing under the laws of the State of Illinois;
                        VHA is a corporation duly organized, validly existing
                        and in good standing under the laws of the State of
                        Delaware; HPPI is a limited liability company duly
                        organized, validly existing and in good standing under
                        the laws of the State of Delaware.

                12.2.2  Authority; Non-Contravention.

                        (a)     Each of Novation and HPPI has all requisite
                                limited liability company power and authority,
                                and each of VHA and UHC has all requisite
                                corporate power and authority, to enter into
                                this Agreement and to perform its obligations
                                hereunder. The execution and delivery of this
                                Agreement and the consummation of the
                                transactions contemplated hereby have been duly
                                authorized by all necessary limited liability
                                company action on the parts of Novation and HPPI
                                and all necessary corporate action on the parts
                                of VHA and UHC. This Agreement has been duly
                                executed and delivered by Novation, VHA, UHC and
                                HPPI, and it constitutes the valid and binding
                                obligation of each of Novation, VHA, UHC and
                                HPPI, enforceable against each of Novation, VHA,
                                UHC and HPPI in accordance with its terms,
                                except as enforceability may be limited by
                                bankruptcy and other similar laws affecting the
                                rights of creditors generally and general
                                principles of equity.



* Material has been omitted and filed separately with the Commission.

                                       29
<PAGE>   36

                        (b)     The execution and delivery of this Agreement by
                                Novation, VHA, UHC and HPPI does not, and the
                                performance of this Agreement by each of
                                Novation, VHA, UHC and HPPI will not, (i)
                                conflict with or violate the limited liability
                                company and corporate organizational documents,
                                respectively, (ii) conflict with or violate any
                                law, rule, regulation, order, judgment or decree
                                applicable to Novation, VHA, UHC or HPPI or by
                                which Novation, VHA, UHC or HPPI, or any of
                                their respective properties are bound or
                                affected, or (iii) result in any breach of or
                                constitute a default (or an event that with
                                notice or lapse of time or both would become a
                                default) under, or impair Novation's, VHA's,
                                UHC's or HPPI's rights or alter the rights or
                                obligations of any third party under, or give to
                                others any rights of termination, amendment,
                                acceleration or cancellation of, or result in
                                the creation of an encumbrance on any of the
                                properties or assets of Novation, VHA, UHC or
                                HPPI pursuant to, any note, bond, mortgage,
                                indenture, agreement, lease, license, permit,
                                franchise or other instrument or obligation to
                                which Novation, VHA, UHC or HPPI is a party or
                                by which Novation, VHA, UHC or HPPI, or any of
                                their assets, is bound or affected, except, in
                                the case of clauses (ii) and (iii), for such
                                conflicts, violations, breaches, defaults,
                                impairments, or rights which, individually or in
                                the aggregate, would not have a material adverse
                                effect on Novation, VHA, UHC and HPPI,
                                respectively.

                        (c)     No consent, approval, order or authorization of,
                                or registration, declaration or filing with any
                                governmental entity is required to be obtained
                                or made by Novation, VHA, UHC or HPPI in
                                connection with the execution, delivery and
                                performance of this Agreement.

        12.3    Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS
                AGREEMENT, EACH PARTY DISCLAIMS ALL EXPRESS AND IMPLIED
                WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
                WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
                PARTICULAR PURPOSE OR USE.


13.     USE OF SUBCONTRACTORS

        13.1    Generally. Neoforma may subcontract its obligations under this
                Agreement subject to the limitations imposed by this Section
                13.1. Neoforma shall not subcontract any of the following
                without the prior written consent of Novation, such consent not
                to be unreasonably withheld:

                (i)     any Services involving any contact or interface with
                        Members, including, without limitation, sales efforts,
                        implementation and integration and call center services;
                        or



* Material has been omitted and filed separately with the Commission.

                                       30
<PAGE>   37

                (ii)    any Services to a Novation Competitor.

        13.2    Novation's Right to Revoke Approval. Novation shall have the
                right during the Term to revoke its prior approval of a
                subcontractor and direct Neoforma to replace such subcontractor
                as soon as possible if the subcontractor's performance is
                materially deficient, good faith doubts exist concerning the
                subcontractor's ability to render future performance because of
                changes in the subcontractor's ownership, management, financial
                condition, or otherwise, or there have been material
                misrepresentations by or concerning the subcontractor.

        13.3    Continuing Responsibility. Neoforma shall remain responsible for
                obligations performed by subcontractors to the same extent as if
                such obligations were performed by Neoforma's employees.
                Neoforma shall be Novation's sole point of contact regarding the
                Services, including with respect to payment.

        13.4    Confidential Information. Neoforma shall not disclose
                Confidential Information of any of Novation, VHA, UHC or HPPI to
                a subcontractor unless and until such subcontractor has agreed
                in writing to protect the confidentiality of such Confidential
                Information as required of Neoforma under this Agreement.

14.     INSURANCE

        14.1    Insurance. Each of Neoforma and Novation shall determine the
                types and amounts of insurance coverage it requires in
                connection with this Agreement, including, without limitation,
                general public liability, property damage and workers
                compensation insurance. Neither Neoforma nor Novation is
                required to obtain insurance for the benefit of the other,
                including, without limitation, business interruption insurance.
                Each of Neoforma and Novation will pay all costs and receive all
                benefits under policies arranged by it, and each waives rights
                of subrogation it may otherwise have regarding the other's
                insurance policies.

        14.2    Proof of Insurance. When requested by Neoforma or Novation, an
                insurance certificate indicating the coverage described in
                Section 14.1, issued by an insurance company licensed to do
                business in the relevant state or states and signed by an
                authorized agent, shall be furnished by the insured party to the
                requesting party. Each of Neoforma and Novation shall provide
                the other with at least 30 days prior written notice of any
                cancellation or material modification of such insurance.

15.     INDEMNITY

        15.1    Neoforma Indemnity. Subject to Section 15.4, Neoforma shall
                indemnify, defend and hold harmless each of Novation, VHA, UHC
                and HPPI and each of their Affiliates, officers, directors,
                employees, consultants and agents from and against any and all
                damages, liabilities, claims, actions, suits, proceedings,
                costs, charges and expenses, including reasonable attorneys'
                fees (collectively, "LOSSES"), incurred or sustained by any of
                such persons as a result of or from any third-party



* Material has been omitted and filed separately with the Commission.

                                       31
<PAGE>   38

                claim relating to (i) any claims based on Neoforma's
                confidentiality obligations contained in Section 11 or its
                warranties contained in Section 12, (ii) the failure of Neoforma
                to perform any of its obligations under any agreement between
                Neoforma and a third party (including, without limitation, any
                agreements between Neoforma and a Supplier) or (iii) any claims
                arising out of Neoforma's breach of this Agreement.

        15.2    Novation Indemnity. Subject to Section 15.4, Novation shall
                indemnify, defend and hold harmless each of Neoforma and its
                Affiliates, officers, directors, employees, consultants and
                agents from and against any and all Losses awarded against or
                paid in settlement by Neoforma, incurred or sustained by any of
                such persons as a result of or from any third-party claim
                relating to (i) any claims based on Novation's confidentiality
                obligations contained in Section 11 or its warranties contained
                in Section 12, (ii) the failure of Novation to perform any of
                its obligations under any agreement between Novation and a third
                party or (iii) any claims arising out of Novation's breach of
                this Agreement.

        15.3    Infringement Claims.

                15.3.1  Each of Neoforma and Novation, at their respective
                        expense, shall indemnify, defend and hold harmless the
                        other party and its Affiliates, and their respective
                        officers, directors, employees, consultants, agents,
                        successors and assigns, from and against any and all
                        Losses arising from any Services, software, hardware or
                        the indemnitor's Materials ("ITEM(S)") provided or
                        delivered by the indemnitor to the indemnitee under this
                        Agreement, when used in conformity with all applicable
                        written instructions and documentation, (i) infringes
                        any patent in any country that is a signatory to the
                        Patent Cooperation Treaty, (ii) infringes any copyright
                        in any country that is a signatory to the Berne
                        Convention for the Protection of Literary and Artistic
                        Works, or (iii) constitutes misappropriation of any
                        trade secret in any country in which a trade secret
                        right exists such that it would be enforceable in the
                        United States (each such third-party claim, action, suit
                        or proceeding, an "INFRINGEMENT CLAIM").

                15.3.2  Notwithstanding anything to the contrary herein, the
                        indemnitor shall have no obligation to defend or
                        indemnify the indemnitee for any Infringement Claim to
                        the extent arising out of or relating to modifications
                        to any Item made by or on behalf of the indemnitee where
                        but for such modifications there would have been no
                        Infringement Claim.

                15.3.3  If the indemnitee's use of any Item is enjoined or
                        otherwise prohibited, or if the indemnitor reasonably
                        believes that there exists a threat of the same, the
                        indemnitor shall have the right, in its sole discretion
                        and at its expense, in addition to its indemnification
                        obligations above, to (i) obtain for the indemnitee the
                        right to continue to use the affected Item, (ii) replace
                        the affected Item with a non-infringing product or
                        service that will not



                                       32
<PAGE>   39

                        degrade the performance quality of the affected
                        component of the Services or (iii) modify the affected
                        Item so that it becomes non-infringing. If the
                        alternatives in (i), (ii) and (iii) are not feasible,
                        the indemnitor shall remove the Item from the Services
                        and equitably adjust the charges to reflect such
                        removal.

                15.3.4  THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF
                        THE INDEMNITEES, AND THE ENTIRE OBLIGATION AND LIABILITY
                        OF THE INDEMNITOR, AS TO ANY INFRINGEMENT CLAIMS IN
                        CONNECTION WITH ANY ACTIVITY UNDER THIS AGREEMENT.

        15.4    Indemnity Procedures. The party seeking indemnification under
                Section 15.1 through 15.3, as the case may be (the "INDEMNIFIED
                PARTY"), shall give prompt written notice to the other party
                (the "INDEMNIFYING PARTY"). In addition, the Indemnified Party
                shall allow the Indemnifying Party to direct the defense and
                settlement of any such claim, with counsel of the Indemnifying
                Party's choosing that is reasonably acceptable to the
                Indemnified Party, and will provide the Indemnifying Party, at
                the Indemnifying Party's expense, with information and
                assistance that is reasonably necessary for the defense and
                settlement of the claim. The Indemnified Party reserves the
                right to retain counsel, at the Indemnified Party's sole
                expense, to participate in the defense of any such claim. The
                Indemnifying Party shall not settle any such claim or alleged
                claim without first obtaining the Indemnified Party's prior
                written consent, which consent shall not be unreasonably
                withheld, if the terms of such settlement would not adversely
                affect the Indemnified Party's rights under this Agreement.

16.     LIMITATION OF LIABILITY

        16.1    Limitations. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER
                PARTY FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT OR
                CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT
                (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY
                HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

        16.2    Exceptions. The limitation set forth in Section 16.1 above will
                not apply to (i) Neoforma's obligations under Section 11,
                Section 15.1, Section 15.3 or Section 16.3, (ii) Novation's
                obligations under Section 11, Section 15.2 or Section 15.3,
                (iii) Neoforma's willful misconduct or gross negligence in the
                provision of Services or (iv) Neoforma's wrongful termination or
                abandonment of this Agreement.

        16.3    Liquidated Damages.

                16.3.1  Neoforma acknowledges that proper achievement of each of
                        the functions and responsibilities set forth in the
                        Functionality Specifications and the completion of each
                        Phase (as defined in the Functionality Specifications)


                                       33
<PAGE>   40

                        within the timetable specified therein (or as otherwise
                        agreed to by Neoforma and Novation) are critical to the
                        business operations of Novation. In connection
                        therewith, Neoforma agrees that if any of the functions
                        and responsibilities of a particular Phase described in
                        the Functionality Specifications are not properly
                        achieved by that Phase's respective target date, such
                        failure shall be deemed to constitute a material breach
                        of Neoforma's service obligations under this Agreement.
                        Upon such failure, Neoforma shall pay liquidated damages
                        to Novation for each day past the target date in which
                        the objective is still not achieved in the amount of (i)
                        *; provided, however, that any failure by Neoforma to
                        complete any such Phase within the timeframe described
                        in the Functionality Specifications shall be excused if
                        and to the extent (i) such failure by Neoforma resulted
                        principally from a material failure by Novation to
                        perform its obligations in respect of such Phase (as
                        such obligations are set forth in the Implementation
                        Plan to be agreed upon for each Phase, as described in
                        the Functionality Specifications) and (ii) Neoforma used
                        commercially reasonable efforts to perform
                        notwithstanding Novation's failure to perform; provided,
                        further, that any failure by Neoforma to complete any
                        Phase in a timely manner pursuant to the preceding
                        proviso shall only be excused for a number of days equal
                        to the number of days Novation failed to perform its
                        obligations in respect of such Phase (as such
                        obligations are set forth in the applicable
                        Implementation Plan).

                16.3.2  Neoforma acknowledges that proper achievement of the
                        Service Levels set forth in the Service Level
                        Specifications (including those Service Levels which
                        will be determined after the Effective Date) are
                        critical to the business operations of Novation.
                        Accordingly, in connection with any failure to meet
                        Service Levels, Neoforma and Novation shall agree on a
                        methodology whereby Neoforma shall pay to Novation
                        liquidated damages up to *. Such methodology shall be
                        determined in accordance with Section 1.4 of the Service
                        Level Specifications.

                16.3.3  The parties agree that the damages provided in this
                        Section 16 are a reasonable estimate of the damages that
                        would be suffered by Novation as a consequence of the
                        failures described in Subsections 16.3.1 and 16.3.2 and
                        do not constitute a penalty (the parties hereby
                        acknowledging the inconvenience and difficulty of
                        otherwise obtaining an adequate remedy). Notwithstanding
                        anything to the contrary in this Agreement, the
                        aggregate amount of liquidated damages paid by Neoforma
                        to Novation pursuant to this Section 16.3 (including all
                        payments under the Functionality Specifications and the
                        Service Level Specifications) shall not exceed *.

17.     AUDIT RIGHTS

        17.1    General. Upon 10 days prior notice from Novation, Neoforma shall
                provide to such auditors as Novation may designate in writing,
                subject to the limitation



* Material has been omitted and filed separately with the Commission.


                                       34

<PAGE>   41

                imposed by Section 17.3, access during normal business hours to
                Neoforma's applicable facilities and to appropriate Neoforma
                management personnel and subcontractors, and to the data and
                records maintained by Neoforma with respect to the Services for
                the purpose of (i) performing audits and inspections of Neoforma
                and its businesses, (ii) to verify the integrity of Novation
                Materials and Neoforma Materials, (iii) to examine the systems
                that process, store, support and transmit such Novation
                Materials, (iv) to verify user volume reports, (v) to verify the
                accuracy of Transaction Fees and (vi) to confirm Neoforma's
                compliance with this Agreement. To the extent applicable to the
                Services performed by Neoforma, the scope of such audits may
                include, without limitation, (i) Neoforma's practices and
                procedures, (ii) the adequacy of general controls and security
                practices and procedures and (iii) the adequacy of disaster
                recovery and back-up procedures. Subject to Section 17.6, such
                audits shall be conducted at Novation's expense.

        17.2    Frequency of Audits. Operational audits, to examine the
                technological aspects of Neoforma's provision of Services, may
                not be conducted more than once in any 12-month period.
                Financial audits, which examine Neoforma's financial records,
                and other supporting records, may not be conducted more than
                once in any 12-month period. Novation may, at its election,
                conduct operational and financial audits concurrently.

        17.3    Auditors. For the purposes of conducting financial audits,
                Novation may designate any internal auditor who customarily
                audits contract compliance issues for Novation or any nationally
                recognized accounting firm. For the purposes of conducting
                operational audits, Novation may designate any party to act as
                its auditor, subject to Neoforma's consent, which shall not be
                unreasonably delayed or withheld.

        17.4    Record Retention. In order to document the Services and the
                Transaction Fees paid or payable by Novation under this
                Agreement, Neoforma shall retain its standard records and
                supporting documentation for at least seven years.

        17.5    Cooperation. Neoforma shall use commercially reasonable efforts
                to assist such auditors, inspectors, regulators and
                representatives in connection with such audits and inspections.

        17.6    Overcharges. If, as a result of any such audit, Novation
                determines that Neoforma has overcharged Novation, Novation
                shall notify Neoforma of the amount of such overcharge and
                Neoforma shall promptly pay to Novation the amount of the
                overcharge, plus interest at a rate of 1.5% per month or the
                maximum rate permitted by law, whichever is less, calculated
                from the date of receipt by Neoforma of the overcharged amount
                until the date of payment to Novation. If any such audit reveals
                an overcharge to Novation during any 12-month period exceeding
                5% of all Transaction Fees in the aggregate paid by Novation
                during such period, Neoforma shall reimburse Novation for the
                out-of-pocket costs and expenses incurred for such audit.



* Material has been omitted and filed separately with the Commission.


                                       35
<PAGE>   42

18.     DISPUTE RESOLUTION

        18.1    Resolution of Disputes. Except as otherwise provided in this
                Section 18, any and all disputes arising out of or in connection
                with the execution, interpretation, performance or
                nonperformance of this Agreement (each such dispute, a "DISPUTED
                MATTER") will be resolved by the procedures established in this
                Section 18.

        18.2    Negotiations and Escalation. Each party shall use commercially
                reasonable efforts expeditiously to resolve any Disputed Matter
                which arises from time to time between it and any of the other
                parties on a mutually acceptable negotiated basis. In connection
                therewith, any party involved in a Disputed Matter may deliver a
                notice to each of the other parties (an "ESCALATION NOTICE")
                demanding an in-person meeting of the senior level management
                representatives of the parties involved (and providing, as a
                courtesy, notice to the parties not involved). Any agenda,
                location or procedures for such discussions or negotiations may
                be established by the parties to the Disputed Matter, but such
                parties shall, in any event, meet within 10 days after the
                delivery of the Escalation Notice. The parties to a Disputed
                Matter may, if they mutually so desire, retain a mutually agreed
                upon mediator to assist in resolution of the Disputed Matter,
                but (i) all statements and opinions of such mediator shall be
                only advisory and shall be inadmissible in any subsequent
                proceedings between the parties concerning the Disputed Matter,
                (ii) the parties thereto shall bear the costs of any such
                mediation equally (but each party to the mediation shall be
                responsible for its own expenses) and (iii) mediation is not a
                prerequisite to arbitration. If the parties to the Disputed
                Matter are unable to resolve it by the earlier of (i) 30 days
                after the delivery of the Escalation Notice or (ii) the
                conclusion of the meeting held pursuant to the applicable
                Escalation Notice, then any party thereto may institute
                arbitration, as provided below, concerning the Disputed Matter.

        18.3    Appointment of Arbitral Body. Except as provided in Section
                18.11, any Disputed Matters not resolved pursuant to Section
                18.2 or otherwise settled between the parties will be finally
                resolved solely by arbitration, by a single arbitrator appointed
                in accordance with the rules and procedures (the "RULES") of the
                American Arbitration Association, or if the American Arbitration
                Association is no longer conducting such arbitrations, a
                successor organization thereto or such other private arbitration
                service as the parties shall mutually agree (the actual
                authority involved, the "ARBITRAL BODY"). Except as set forth
                below in Sections 18.10 and 18.11, the parties renounce all
                recourse to litigation to resolve Disputed Matters and agree
                that the Award of the arbitrator will be final and subject to no
                judicial review.

        18.4    Qualifications of Arbitrator. The arbitrator shall be selected
                pursuant to the rules and procedures of the Arbitral Body, but
                shall be (i) impartial and will not have been employed by or
                affiliated with any of the parties to this Agreement or any of
                their respective Affiliates, (ii) experienced in commercial
                dispute resolution and (iii) familiar with commercial business
                practices in the medical supplies



* Material has been omitted and filed separately with the Commission.

                                       36
<PAGE>   43

                procurement business or the business involved in the Disputed
                Matter. If the Arbitral Body is unable to provide an arbitrator
                with the qualifications set forth in this Section 18.4, the
                Arbitral Body will consult with the parties and consider their
                recommendations for the arbitrator.

        18.5    Initiation of Arbitration and Procedures. After the expiration
                of the 30-day period referred to in Section 18.2, arbitration
                procedures may be initiated concerning a Disputed Matter by any
                of the parties thereto by giving written notice to the other
                parties thereto and in compliance with any of the applicable
                Rules. If not specified by the Rules, such notice shall be given
                to the parties to the Disputed Matter in the manner provided
                generally for notices in this Agreement. Any notice will specify
                in reasonable detail the dispute being submitted to arbitration
                and comply with all other Rules concerning commencement of
                arbitration.

        18.6    Procedures. The arbitrator will conduct the proceedings,
                including arguments and briefs, in accordance with the Rules;
                provided that the provisions of this Section 18 will prevail in
                the event of any conflict between the Rules and its provisions.
                Within five days after his or her appointment, the arbitrator
                shall contact the parties to the Disputed Matter and arrange an
                initial conference with them, to be conducted within 30 days
                after his or her appointment, at which conference (the "HEARING
                CONFERENCE") the arbitrator and the parties will establish
                procedures (based on a brief written plan submitted in letter
                form by each party to the Disputed Matter in advance of such
                Hearing Conference concerning expected measures to prepare for
                hearing on the merits) and a schedule for the resolution of the
                Disputed Matter by hearing on the merits in a timely and
                efficient manner, giving due consideration to the nature and
                extent of the Disputed Matter, the apparent complexity of
                preparations for, and complexity of, hearing on its merits and
                other factors (such as third-party litigation pending against
                one of the parties on the same subject-matter as raised in the
                Disputed Matter). In the event of a dispute concerning such
                procedures at the Hearing Conference, the arbitrator shall have
                the power to impose the schedule upon the parties to the
                Disputed Matter, giving due consideration to resolution of the
                Disputed Matter by a full and fair hearing on the merits. The
                arbitrator shall include in procedures established at the
                Hearing Conference provisions which permit the parties to engage
                in reasonable, limited discovery in preparation for hearing on
                the merits and which protect and preserve privileges and shield
                confidential proprietary information from disclosure. The
                hearing on the merits will be held within 60 days after the
                Hearing Conference, and evidentiary matters at such hearing will
                be determined in accordance with the Federal Rules of Evidence
                as applied at the place of arbitration.


        18.7    Governing Law; Jurisdiction. The arbitrator will decide the
                issues submitted in accordance with the provisions and
                commercial purposes of this Agreement, provided that all
                substantive questions of law will be determined under the laws
                of the State of New York. The parties consent to venue in the
                State in which the



* Material has been omitted and filed separately with the Commission.

                                       37
<PAGE>   44

                principal place of business of the party initiating arbitration
                regarding a Disputed Matter is located.

        18.8    Arbitration Award. All decisions of the arbitrator will be in
                writing and submitted to the parties, and the decision after
                hearing on the merits which announces resolution of the Disputed
                Matter (the "AWARD") shall, in addition, set forth findings of
                fact and conclusions of law to support the arbitrator's
                resolution of the merits of the Disputed Matter. The arbitrator
                will issue the Award within 30 days after completion of the
                hearing on the merits.

        18.9    Cooperation of the Parties. The parties to the Disputed Matter
                will facilitate the arbitration by (i) making available to one
                another and to the arbitrator for examination, inspection and
                extraction all documents, books, records and personnel under
                their control if determined by the arbitrator to be relevant to
                the dispute, (ii) conducting arbitration hearings to the
                greatest extent possible on successive days and (iii) observing
                strictly the time periods and procedures established by the
                Rules or by the arbitrator for submission of evidence or briefs,
                conduct of the hearing on the merits and preparations therefor.

        18.10   Costs. All costs of the arbitration shall initially be borne
                equally by the parties thereto as incurred, but upon completion
                of the arbitration, the arbitrator shall award to the prevailing
                party, as determined by the arbitrator in accordance with
                principles of New York law for determining prevailing parties in
                litigation, all reasonable costs, fees and expenses related to
                the arbitration, including reasonable fees and expenses of
                attorneys, accountants and other professionals or experts
                incurred by the prevailing party.

        18.11   Judgment on the Award; Enforcement. Judgment on the Award may be
                entered in any court having jurisdiction and procedures
                therefor. Each party agrees that any Award of an arbitrator
                against it and on which judgment is entered may be executed
                against the assets of any party which is a judgment debtor or
                otherwise enforced in any jurisdiction pursuant to the
                procedures in and protections of such jurisdiction which are
                generally applicable to enforcement of judgments, including
                provision in such jurisdiction for the enforcement of equitable
                remedies provided in the Award.

        18.12   Preservation of Equitable Relief; Third-Party Litigation.
                Notwithstanding any provision of this Section 18 to the
                contrary, any party will be entitled (i) to seek a temporary
                restraining order or injunctive or other equitable relief in any
                court of competent jurisdiction with respect to a breach (or
                attempted or threatened breach) of this Agreement by any party
                (including, without limitation, the matters referred to in
                Subsection 9.9.4) or (ii) to institute litigation or other
                formal proceedings to the extent necessary (A) to enforce the
                award of the arbitrator, (B) to avoid the expiration of any
                applicable limitations period or (C) to preserve a superior
                position with respect to other creditors. Nothing in this
                Section 18 shall prevent parties to this Agreement who become
                involved in a Disputed Matter and who have become parties to
                litigation instituted by a third party concerning facts



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                                       38
<PAGE>   45

                involved in such Disputed Matter from resolving disputes between
                them arising in connection with such Disputed Matter through
                such litigation in lieu of arbitration under this Section 18.

        18.13   Continued Performance. Each party agrees to continue performing
                its obligations under this Agreement during the pendency of any
                dispute resolution process conducted in accordance with this
                Section 18.

19.     GUARANTY OF PERFORMANCE

        19.1    VHA and UHC Guarantees. VHA and UHC agree, severally but not
                jointly, that they will be responsible for the obligations and
                liabilities of Novation under this Agreement, as follows:

                (i)     to the extent that any such obligation or liability
                        relates primarily to any action or omission by UHC or an
                        UHC Member, UHC shall be responsible;

                (ii)    to the extent that any such obligation or liability
                        relates primarily to any action or omission by VHA or a
                        VHA Member, VHA shall be responsible; and

                (iii)   to the extent that the allocations set forth in (i) and
                        (ii) are not applicable, VHA and UHC shall be
                        responsible in proportion to their respective ownership
                        interests in Novation at the time such obligation or
                        liability is incurred.

        19.2    VHA and UHC Waivers. Each of VHA and UHC hereby waives the
                following with regard to its obligations guaranty obligations
                under this Section 19:


                (i)     any right to require Neoforma to (A) proceed first
                        against Novation, VHA or UHC or (B) pursue any other
                        remedy in Neoforma's power whatsoever;

                (ii)    any defense resulting from the absence, impairment or
                        loss of any right of reimbursement, subrogation or
                        contribution of VHA or UHC against Neoforma, or against
                        one another;

                (iii)   any defense of discharge, relief or stay of the
                        principal's obligations hereunder based upon a filing of
                        or against Novation under the U.S. Bankruptcy Code or
                        Novation's request for any relief of its obligations
                        under this Agreement based on laws for the relief of
                        debtors generally;

                (iv)    any right to be informed by Neoforma of the financial or
                        other condition of Novation or of VHA or UHC or any
                        change therein or any other circumstances bearing upon
                        the risk of nonperformance by Novation; and



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                                       39
<PAGE>   46


                (v)     any defense of exoneration or release based on amendment
                        of this Agreement.

                Each of VHA and UHC agrees that its guarantee, as set forth in
                Section 19.1, constitutes a guarantee of payment when due and
                not of collection.

        19.3    Scope of Liability. Neither VHA's nor UHC's obligations and
                liabilities under this Agreement shall be subject to any
                set-off, reduction, limitation, impairment or termination for
                any reason, including, without limitation, compromise, and shall
                not be subject to any defense or termination whatsoever by
                reason of the invalidity, illegality or unenforceability of any
                of its obligations and liabilities under this Agreement;
                excluding, however, any defenses based upon Neoforma's failure
                to perform any of its obligations under this Agreement.

20.     GENERAL PROVISIONS

        20.1    No Waiver. The delay or omission by any party to exercise or
                enforce any right or power of any provision of this Agreement
                shall not be construed as a waiver or relinquishment to any
                extent of such party's right to assert or rely upon any such
                provision or right in that or any other instance. A waiver by
                any party hereto of any of the covenants to be performed by any
                other or any breach thereof shall not be construed to be a
                waiver of any succeeding breach thereof or of any other covenant
                herein contained.

        20.2    Entire Agreement. This Agreement and the Exhibits and Technical
                Specifications hereto, together constitute the complete and
                exclusive agreement between the parties hereto, and supersede
                any and all prior agreements of the parties with respect to the
                subject matter hereof. Except in the case of Section 8.12 (which
                may be amended with the approval of VHA and UHC only), this
                Agreement and the Exhibits and Technical Specifications hereto
                may be amended or modified, or any rights under it waived, only
                by a written document executed by all parties.

        20.3    Publicity. Except as required by law or provided in this
                Agreement, no party will make any public statement, press
                release or other announcement relating to the terms of or
                existence of this Agreement without the prior written approval
                of all other parties. The parties will cooperate prior to the
                filing of any public document which may require the filing of
                this Agreement as an exhibit or the filing of a description
                thereof in order to preserve the confidentiality and proprietary
                information contained herein.

        20.4    Covenant of Good Faith. Each party agrees that, in its
                respective dealings with all other parties under or in
                connection with this Agreement, it shall act in good faith.

        20.5    Compliance with Laws and Regulations. Each of Neoforma and
                Novation shall perform its respective obligations under this
                Agreement in a manner that complies with applicable law,
                including, without limitation, identifying and procuring
                required permits and approvals.



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                                       40
<PAGE>   47

        20.6    Assignment; Successors and Assigns. This Agreement will be
                binding on the parties hereto and their respective successors
                and permitted assigns. No party may, or will have the power to,
                assign this Agreement without the prior written consent of all
                other parties. For the purposes of this Section 20.6, any
                assignment by operation of law, under an order of any court or
                pursuant to any plan of merger, consolidation or will be deemed
                an assignment for which prior consent is required, and any
                assignment made without such consent will be void and of no
                effect as between the parties. Notwithstanding the forgoing, no
                assignment made in respect of or as a result of any dissolution
                of Novation will be deemed an assignment for which prior consent
                is required, and such assignment will be valid.

        20.7    Governing Law. This Agreement will be governed by and construed
                in accordance with the laws of the State of New York, without
                regard to or application of conflicts of law rules or
                principles.

        20.8    Notices. Any notice required or permitted by this Agreement
                shall be in writing and shall be deemed given if sent by prepaid
                registered or certified United States mail, return receipt
                requested, overnight mail with a nationally recognized overnight
                mail courier, or sent by facsimile or similar communication, and
                confirmed by such mail, postage prepaid, addressed to another
                party at the address shown below or at such other address for
                which such party gives notice hereunder. Notices will be deemed
                given five business days after deposit in the U.S. Mail, two
                business days after deposit with an overnight mail courier, or
                when confirmation of receipt is obtained if sent by facsimile or
                similar communication, or if by personal delivery, when
                received, as applicable:



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                                       41
<PAGE>   48

IF TO NOVATION:                             WITH A COPY TO:

Novation, LLC                               Baker Botts L.L.P.
125 East John Carpenter Freeway             2001 Ross Avenue
Irving, Texas  75062                        Dallas, Texas  75201-2980
Facsimile:  (972) 581-5778                  Facsimile:  (214) 953-6503
Attn:  General Counsel                      Attn:  Sarah M. Rechter, Esq.

IF TO VHA:                                  WITH A COPY TO:

VHA, Inc.                                   Skadden, Arps, Slate,
220 East Las Colinas Boulevard              Meagher & Flom LLP
Irving, Texas  75039-5500                   1440 New York Avenue, N.W.
Facsimile:  (972) 830-0391                  Washington, DC  20005
Attn:  Chief Financial Officer              Facsimile:  (202) 393-3760
                                            Attn:  C. Kevin Barnette, Esq.

IF TO UHC:                                  WITH A COPY TO:

University HealthSystem Consortium          McDermott, Will & Emery
2001 Spring Road, Suite 700                 227 West Monroe Street
Oak Brook, Illinois  60523                  Chicago, Illinois 60606
Facsimile:  (630) 954-4730                  Facsimile:  (312) 984-7700
Attn:  Executive Vice President             Attn:  Virginia H. Holden, Esq.
       General Counsel

IF TO NEOFORMA:                             WITH A COPY TO:

Neoforma.com, Inc.                          Fenwick & West LLP
3255-7 Scott Boulevard                      Two Palo Alto Square
Santa Clara, California  95054              Palo Alto, California  94306
Facsimile:  (408) 549-6399                  Facsimile:  (650) 494-1417
Attn:  General Counsel                      Attn:  Gordon K. Davidson, Esq.
                                                   Douglas N. Cogen, Esq.

        20.9    No Agency. The parties are independent contractors and will have
                no power or authority to assume or create any obligation or
                responsibility on behalf of each other, except as expressly
                provided herein. This Agreement will not be construed to create
                or imply any partnership, agency or joint venture.

        20.10   Force Majeure.

                20.10.1 Subject to 20.10.2, no party shall be liable for any
                        default or delay in the performance of its obligations
                        under this Agreement if and to the extent such default
                        or delay is caused, directly or indirectly, by: flood,
                        earthquake, elements of nature or acts of God, riots,
                        civil disorders, rebellions or revolutions in any
                        country, or any other cause beyond the reasonable
                        control of such party, provided that (i) the
                        non-performing party is without fault in failing to
                        prevent or causing such default or delay and (ii) such
                        default or delay cannot reasonably be circumvented by
                        the



* Material has been omitted and filed separately with the Commission.

                                       42
<PAGE>   49

                        non-performing party through the use of alternate
                        sources, workaround plans or other means (including with
                        respect to Neoforma, by Neoforma executing its disaster
                        recovery plans).

                20.10.2 In such event, the non-performing party shall be excused
                        from further performance or observance of the
                        obligation(s) so affected for as long as such
                        circumstances prevail and such party continues to use
                        commercially reasonable efforts to recommence
                        performance or observance whenever and to whatever
                        extent possible without delay. With respect to
                        Neoforma's performance, such efforts shall be no less
                        than the efforts used for any other customer of
                        Neoforma. Any party so delayed in its performance shall
                        immediately notify the party to whom performance is due
                        by telephone (to be confirmed in writing within two days
                        after the inception of such delay) and describe at a
                        reasonable level of detail the circumstances causing
                        such delay.

        20.11   Interest. Any payment under this Agreement which is not paid
                when due, shall accrue interest at the lower of a monthly rate
                of 1.5% or the highest amount allowed by law.


        20.12   Program Management. As promptly as practicable after the
                Effective Date, Neoforma and Novation shall meet to develop a
                program management plan to manage the delivery of Services
                hereunder. Such plan shall have features similar to those
                illustrated in Exhibit F.


        20.13   Severability. If for any reason a court of competent
                jurisdiction finds any provision or portion of this Agreement to
                be unenforceable, that provision of the Agreement will be
                enforced to the maximum extent permissible so as to effect the
                intent of the parties, and the remainder of this Agreement will
                continue in full force and effect.


        20.14   Counterparts. This Agreement may be executed in counterparts,
                each of which will be deemed an original, but all of which,
                together, will constitute one and the same instrument.


        20.15   Headings. Section headings are included for only convenient
                reference and do not describe the sections to which they relate.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



* Material has been omitted and filed separately with the Commission.


                                       43
<PAGE>   50

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



NEOFORMA.COM, INC.                          NOVATION, LLC


By:    /s/ Fred Ruegsegger                  By:    /s/ Mark McKenna
   --------------------------------           --------------------------------

Name:  Fred Ruegsegger                      Name:  Mark McKenna
       ----------------------------                ---------------------------

Title: Chief Financial Officer              Title: President
       ----------------------------                ---------------------------

Date:  March 30, 2000                       Date:  March 30, 2000
       ----------------------------                ---------------------------



VHA, INC.                                   UNIVERSITY HEALTHSYSTEM CONSORTIUM



By:    /s/ Curt Nonomaque                   By:    /s/ Robert J. Baker
   --------------------------------           --------------------------------

Name:  Curt Nonomaque                       Name:  Robert J. Baker
       ----------------------------                ---------------------------

Title: Chief Financial Officer              Title: President and
       ----------------------------                Chief Executive Officer
                                                   ---------------------------


Date:  March 30, 2000                       Date:  March 30, 2000
       ----------------------------                ---------------------------



HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC



By:    /s/ Mark McKenna
       ----------------------------

Name:  Mark McKenna
       ----------------------------

Title: Chief Executive Officer
       ----------------------------

Date:  March 30, 2000
       ----------------------------



             [SIGNATURE PAGE TO OUTSOURCING AND OPERATING AGREEMENT]




* Material has been omitted and filed separately with the Commission.




                                       44
<PAGE>   51

                                                                       EXHIBIT A

                                      MARKS



1.      NOVATION MARKS:

        1.1     Registered Marks.

                OPPORTUNITY (Stylized) (Registration No. 2009924) is registered
                to Novation.

        1.2     Pending Marks.

                NOVATION (Serial No. 75-421230); N and Design (Serial No.
                75-602099); NOVAPLUS (Serial No. 75-525857); NOVAPLUS (Serial
                No. 152867 (Czech Republic)); and NOVAPLUS and Design (Serial
                No. 75-603422) are pending.

        1.3     Unregistered Marks.

                None.

2.      NEOFORMA MARKS:

        2.1     Registered Marks.

                None.

        2.2     Pending Marks.

                NEOFORMA (Serial No. 75-555506); NEOFORMA and Design (Serial No.
                75-662962); and NEOFORMA.COM and Design (Serial No. 75-662961)
                are pending.

        2.3     Unregistered Marks.

                TOOLKIT (Serial No. 75-104592); STATCITY (Serial No. 75-562041);
                STATWORLD (Serial No. 75-555393); THE HEALTHCARE BUSINESS
                COMMUNITY (Stylized) (Serial No. 75-555729); AUCTIONONLINE;
                AUCTIONLIVE; and ADSONLINE are unregistered.

3.      VHA MARKS:



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                                      A-1
<PAGE>   52

        3.1     Registered Marks.

                CFIS (Registration No. 1912695); COUNTDOWN USA (Registration No.
                1533720); EDGEWARE (Registration No. 2294530); LAURUS
                (Registration No. 2254329); Miscellaneous Design (Registration
                No. 2198615); PNEUMONIA PNOCKOUT (Registration No. 1820282);
                STAY CURRENT. STAY HEALTHY (Registration No. 2251550); STAY
                HEALTHY (Registration No. 1814163, 1835895); UNITED TO IMPROVE
                AMERICA'S HEALTH (Registration No. 1892202); VHA (Registration
                No. 1227889 (U.S.A.), 500495 (Benelux), 284986 (Canada), 1676194
                (France), 2904740 (Germany), 613531 (Italy), 414861 (Mexico),
                104986 (Russian Federation)); VHA (Stylized) (Registration No.
                1300891 (U.S.A.), 316977 (Canada)); VHA and Design (swirl logo)
                (Registration No. 1893301); VHA PLUS (Registration No. 1423203
                and 1442669 (U.S.A.), 550496 (Benelux), 1676193 (France),
                2904741 (Germany), 613530 (Italy), 413431 and 413432 (Mexico),
                105521 (Russian Federation)); VHA SATELLITE NETWORK
                (Registration No. 1419470); VHASECURE.NET (Registration No.
                2182462); VHA: THE HEART OF AMERICA'S HEALTH (Registration No.
                1423204); VHA+PLUS (Registration No. 1757926); VHA+PLUS and
                Design (Registration No. 1425903 and 1457123 (U.S.A.), 405620
                (Mexico), 60097 (Sri Lanka), 159275 (Thailand)); VOLUNTEER
                HOSPITALS OF AMERICA (Registration No. 1273226 and 1310365
                (U.S.A.), 298707 (Canada)) are registered to VHA.

        3.2     Pending Marks.

                SUPERRIEN (Serial No. 75-639339) is pending.

        3.3     Unregistered Marks.

                None.

4.      UHC MARKS:

        4.1     Registered Marks.

                UHC (Registration No. 1809491); UHC and Design (Registration No.
                1813976); UHC NEWSLINE (Registration No. 1867798); and ABC
                (Registration No. 2327568) are registered to UHC.

        4.2     Pending Marks.

                None.

        4.3     Unregistered Marks.



* Material has been omitted and filed separately with the Commission.

                                      A-2
<PAGE>   53

                CLINICAL DATA PRODUCTS; CDP; OPERATIONAL DATA BASE; VALUE
                ANALYSIS PROGRAM; CLINICAL PROCESS IMPROVEMENT; CLINICAL
                BENCHMARKING; OPERATIONAL BENCHMARKING; CAPITAL ASSET
                MANAGEMENT; MANAGEMENT AND SUPPLY SERVICES; CLINICAL PRACTICE
                ALERT; TECHNOLOGY ASSESSMENT; and UHC NEWS are unregistered.

5.      HPPI MARKS:

        5.1     Registered Marks.

                HPPI (Registration No. 2003695) and HEALTHCARE PURCHASING
                PARTNERS (Registration No. 1248000) are registered to HPPI.

        5.2     Pending Marks.

                None.

        5.3     Unregistered Marks.

                None.





* Material has been omitted and filed separately with the Commission.


                                      A-3
<PAGE>   54

                                                                       EXHIBIT B




                   CURRENT MARKS USAGE GUIDELINES FOR NOVATION







* Material has been omitted and filed separately with the Commission.



                                      B-1
<PAGE>   55

                                                                       EXHIBIT B

                                                                   Novation Logo

Novation TM Editorial Standards Brief
Revised July 1999

Many Novation staff members communicate regularly in writing with VHA and UHC
members, supply partners, each other and outside audiences. Below are a few
guidelines that address questions and issues that come up every day in the
course of doing business. These guidelines are designed to create consistency in
the way we all refer to our company, its employees, and its products, programs
and services.

--------------------------------------------------------------------------------

ACRONYMS - Avoid the use of acronyms on the first reference. It is better to
spell out a title or phrase on first reference and use acronyms on second
reference. It is unnecessary to put the acronym in parentheses after the full
name, like this: HealthCare Purchasing Partners International (HPPI). The reason
is that if the meaning of an acronym must be explained to readers, it probably
should not be used. There are some exceptions to this rule. For example, some
highly specialized acronyms have become so common in usage that the original
wording has been superseded. Examples: DNA, ISDN, RAM, CD-ROM.

AREA CODES, PHONE NUMBERS - Phone numbers should appear as follows: (972)
581-5000. It is not necessary to include a "1" in front of a long-distance
number. It is assumed that people know dialing 1 is necessary. One exception to
this rule is the number for Novation Member Support Services, which should
appear like this: 888/7-NOVATE (766-8283). If it is necessary to refer callers
to a particular extension, this is the correct style: (972) 581-5000, ext. 5555.
"X" is not an acceptable abbreviation for extension in external communications.

AUTHORIZED DISTRIBUTORS - These are distribution partners that have been
approved as official distributors of products offered through Novation
agreements. Use Novation Authorized Distributor on first reference, Authorized
Distributor on subsequent references.

CLINICAL MARKETS PROGRAMS - This is Novation's marketing strategy that focuses
on the needs of physicians and caregivers in a variety of specialties. Novation
Clinical Markets Programs aggregate best-in-class products and services
according to clinical disease states or specialties, helping VHA and UHC members
streamline their purchasing processes through one-stop shopping. Novation
currently offers these Clinical Markets Program:

     o    Novation Anesthesia Program

     o    Novation Cardiology Program

     o    Novation Dialysis Program

     o    Novation Oncology Program

     o    Novation Orthopedic Program

     o    Novation Respiratory Program

     o    Novation Women's Health Program

<PAGE>   56

Some Clinical Markets Programs include agreement subgroups referred to as
portfolios. These include:

     o    Novation Anesthesia Pharmaceutical Portfolio (formerly the Anesthesia
          Pharmaceutical Standardization Program)

     o    Novation Oncology Pharmaceutical Portfolio (formerly the Oncology
          Products Program)

     o    Novation Oncology Breast Care Portfolio (launching in the second
          quarter of 1999)

     o    Novation Oncology Prostate Care Portfolio (launching in 1999)

     o    Novation Respiratory Pharmaceutical Portfolio (launching Oct. 1, 1999)

Novation may be omitted from the program or portfolio name on second and
subsequent references.

In addition to these offerings, several portfolios of OPPORTUNITY (R),
Novation's Committed Program, are based on Clinical Markets Programs. These
portfolios are discussed in the OPPORTUNITY section.

Please note that Clinical Markets is not a separate department of Novation. When
writing about the people who work on a particular Clinical Markets segment,
refer to them as the Novation anesthesia team, group, or unit. More casual
references as the cardiology team are acceptable on subsequent references if it
is clear that you are referring to the Novation Clinical Markets group.

COMPANY NAME, JOB TITLES - include your company name and job title, as well as
the company names and correct titles of any other people mentioned in a
document. Titles are not capitalized unless they preceded the person's name, and
then only if the title is of significant rank. Some examples:

     o    Gov. George W. Bush

     o    George W. Bush, governor of Texas

     o    U.S. Sen. Patrick Moynihan

     o    Kay Bailey Hutchison, U.S. senator from Texas

     o    C. Thomas Smith, VHA president and chief executive officer

     o    UHC President and Chief Executive Officer Robert J. Baker

     o    Novation product manager John Doe

     o    Jane Doe, Novation marketing analyst

Also include the titles and company names of people who are "cc-ed" at the
bottom of a business letter or memo. This is very important because
correspondence is often sent to VHA and UHC members, supply partners and people
at our parent organizations who may not know who you or others mentioned are.

Please don't guess at anyone's name or title; call and ask if you are uncertain.
Getting someone's name or title wrong implies a lack of courtesy and attention
to detail.

E-MAIL ADDRESSES - In communications pieces where you list a Novation contact
person, you should include that person's phone number and e-mail address. The
correct style for e-mail addresses is jdoe@novationco.com (in italics).

HEALTHCARE PURCHASING PARTNERS INTERNATIONAL LLC - This is the full name of
HPPI, Novation's sister company. Like Novation, HPPI is jointly owned by VHA and
UHC. HealthCare Purchasing Partners International should be used on first
reference. HPPI is acceptable in subsequent references. HPPI has no members, it
has clients.

HOSPITAL, HEALTH CARE ORGANIZATION - All hospitals are health care
organizations, but not all health care organizations are hospitals. Therefore,
unless referring specifically to hospitals, health care organization is the
preferred term. For variety's sake, words such as facility and institution are
acceptable on subsequent references. Don't use the acronym HCO in any outside
communication.

<PAGE>   57

INTERNET SITES - Novation's World Wide Web site is www. novationco.com. This and
all other Web sites should appear in all-lower-case, italic letters.

LAUNCH - The date that an agreement or program becomes effective is the launch
date. Please don't use the term launch when you mean introduce, unveil,
announce, etc. For example, a program can be introduced March 1, but may not
launch until May 1, when the program agreements become effective.

LETTERS AND MEMOS - Memorandums are acceptable in some external business
communications, but interoffice memos are not. Appropriate business letters
should be used for more formal communications. In both documents, include the
correct names, organization names, company names (if applicable) and titles of
the recipients, sender and those who receive copies.

MEMBERS, CLIENTS AND CUSTOMERS - Novation has no members or customers. It serves
VHA and UHC members and HealthCare Purchasing Partners International clients.
When addressing or mentioning VHA and UHV organizations, use VHA and UHC members
the first time and members thereafter. Never use Novation members or Novation
customers. The term health care organizations is also acceptable.

NOVAPLUS TM - The name of Novation's private-label program. When writing about
NOVAPLUS, it should be described as the private label of VHA and UHC early in
the document. This description helps reinforce the link between NOVAPLUS and
Novation's parent alliances. Companies that supply products in the private label
are called NOVAPLUS manufacturing partners.

Here are some guidelines for using the NOVAPLUS name and logo in marketing
materials and correspondence.

     o    Capitalize all letters and include a trademark symbol (TM) immediately
          after the name on first reference in every document. The trademark
          symbol should be omitted on second and subsequent references.

     o    In overheads, slides, charts or other presentation materials, use the
          trademark symbol after NOVAPLUS on first reference in every slide or
          chart.

     o    Do no use the NOVAPLUS logo within text as a substitute for the name.

     o    All marketing materials developed by NOVAPLUS manufacturing partners
          must be reviewed by the appropriate Novation product managers, and by
          Novation marketing communications.

NOVAPLUS marketing materials include the NOVAPLUS logo and the tagline Your
Brand and More SM. However, it is not necessary to include this tagline in the
text of correspondence or marketing materials.

NOVATION FOOD SERVICE PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION LABORATORY PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION LLC - This is the full legal name of our company. It is not necessary
to include the "LLC" except in legal documents such as contracts, program
enrollment forms, etc.

NOVATION MEMBER SUPPORT SERVICES - This is the correct name of our outbound
telephone service delivery group. TeleServices should no longer by used.
Novation Customer Service is part of Member Support Services and is the group
that handles incoming calls from the 888/7-NOVATE line.

NOVATION PHARMACY PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION TM, the supply company of VHA and UHC - Our company name should appear
this way on first reference in any document going to an outside audience,
complete with the trademark symbol (TM). Simply the name Novation is acceptable
on subsequent references.

<PAGE>   58

OPPORTUNITY (R) - This is Novation's committed-purchasing program. The name
should appear in the form shown here, with the registered trademark symbol, on
first reference in any document. The (R) should be omitted on subsequent
references.

The program should be referred to on first or second reference in every document
as OPPORTUNITY, Novation's Committed Program. If using the tagline on first
reference would create an awkward sentence, it is acceptable to use it on second
reference. Program is not part of the name, but the phrase OPPORUTUNITY program
is acceptable.

Offerings under the OPPORTUNITY umbrella are called portfolios. Nine portfolios
are currently available, with more in development. The nine existing portfolios
are:

     o    OPPORTUNITY Phase I Portfolio

     o    OPPORTUNITY Phase II Portfolio

     o    OPPORTUNITY Anesthesia Portfolio

     o    OPPORTUNITY International Cardiology Portfolio

     o    OPPORTUNITY Food Service Portfolio

     o    OPPORTUNITY Laboratory Portfolio

     o    OPPORTUNITY Orthopedic Portfolio

     o    OPPORTUNITY Respiratory Portfolio

     o    OPPORTUNITY Unified Portfolio

Please note that OPPORTUNITY is not a separate department of Novation. the
program and its portfolios are jointly operated by Novation's cost reduction
services team and the various contracting teams that develop and maintain
agreements included in the portfolios.

SERVICE DELIVERY - Novation field account managers should be referred to as the
Service Delivery team or Service Delivery account managers. Do not refer to them
as sales representatives or managers.

SUPPLY COST MANAGEMENT - Novation is a supply cost management company. The term
supply chain management is limiting and should be avoided when referring to
Novation. However, supply chain is acceptable when quoting someone or referring
to the system by which products move from suppliers to health care
organizations. (Please note that VHA still refers to Novation as its provider of
supply chain management services.)

SUPPLY PARTNERS - The companies with which Novation enters into supply
agreements are referred to as supply partners. (One exception is NOVAPLUS
manufacturers, see the NOVAPLUS entry.) We should not refer to them as vendors
or business partners and should avoid referring to them as manufacturers.
However, suppliers is acceptable for variety's sake if supply partners begins to
appear too often in a particular document.

TRADEMARKS - When mentioning a trademarked product offered by a Novation supply
partner, include the appropriate TM or (R) symbol with the trademarked name on
first reference. Please note that the two symbols are not interchangeable. TM
identifies trade names or logos that are being used by a company, pending final
approval by the U.S. Patent and Trademark Office. (R) designates names that have
been fully approved and registered with the office.

<PAGE>   59

UHC SUPPLY CO. - With the creation of Novation, UHC Supply Co. ceased to exist,
as did all UHCSC agreements. Those are now Novation agreements. To avoid
confusion for members, please do not refer to UHCSC unless describing it as a
predecessor to Novation.

UNIVERSITY HEALTHSYSTEM CONSORTIUM - The name of our parent UHC should appear
this way on first reference in any document. One exception to this rule: When
Novation, the supply company of VHA and UHC appears first in a document, spell
out University HealthSystem Consortium on the next reference to UHC. Simply the
acronym UHC is acceptable on subsequent references.

VHA - Acceptable in nearly all references to VHA Inc., the majority owner of
Novation and HPPI. The Inc. is usually necessary only in legal documents.

If you have a question regarding proper editorial standard, please contact your
Novation marketing communications manager or Rich Reecer, Novation editorial and
publications manager at ext. 5076.
<PAGE>   60

                                                                      EXHIBIT C




                   CURRENT MARKS USAGE GUIDELINES FOR NEOFORMA






* Material has been omitted and filed separately with the Commission.



                                      C-1


<PAGE>   61

                    NEOFORMA.COM, INC.'S TRADEMARK GUIDELINES


INTRODUCTION

NeoForma.com, Inc. values its intellectual property. Its trademarks and brands
are an important asset. Neoforma.com requires that its trademarks be used
properly in all contexts. Please take a moment to read our Trademark Guidelines.
If you have any questions about specific trademark or logo usage, or would like
further information regarding these Guidelines, please contact our General
Counsel.

WHO MUST FOLLOW THESE GUIDELINES

These Guidelines apply to Neoforma.com, Inc.'s employees, customers, licensees,
affiliates, consultants, and third parties. If you are a licensee or affiliate,
your license or other agreement with Neoforma.com, Inc. may set forth different
requirements regarding trademark and logo usage. If so, you are required to
follow those specific guidelines. Otherwise, if you are a licensee or affiliate
who does not have a license or agreement with Neoforma.com, Inc. that addresses
trademark and logo usage, you must follow these Guidelines.

USE OF NEOFORMA.COM, INC.'S COMPANY NAME

Neoforma.com, Inc. is our company or trade name, and NEOFORMA(TM), NEOFORMA and
Design(TM) and NEOFORMA.COM(TM) are our trademarks. When you refer to us as a
company, please use the incorporated designation (i.e., "Inc.") with the first
prominent reference and the first reference, and do not use a trademark symbol.
Our company name may be abbreviated to Neoforma.com in subsequent references.
Examples of references to Neoforma.com, Inc. as a company include identifying us
as the owner of the Neoforma.com(TM) website, and providing our contact
information, including our address, at the end of a communication.


USE OF NEOFORMA.COM, INC.'S TRADEMARKS

You may use Neoforma.com, Inc.'s trademarks when you are referring to our goods
or services provided that you follow these Guidelines, and ensure that such
references are truthful and not misleading. You may not use Neoforma.com's name
or trademarks as part of the name of your company or your company's services or
products. Such uses infringe Neoforma.com's intellectual property rights and are
unlawful. Last, you may not license Neoforma.com's name, trademarks or logos to
other parties.



* Material has been omitted and filed separately with the Commission.


                                      C-2
<PAGE>   62

PROPER TRADEMARK USAGE

PROPER USE OF A TRADEMARK MEANS THE TRADEMARK IS FOLLOWED BY A TRADEMARK SYMBOL
AND THEN A NOUN.

The Trademark Symbol

A trademark should always be followed by the trademark symbol (TM) for
unregistered trademarks (or with a trademark that will be used on materials
distributed internationally), or (R) for federally registered trademarks. If the
superscript, (TM), or the registered trademark symbol, (R), is not available,
please use (TM) or (R) instead.

If there are multiple references to the same trademark in a given document, it
is sufficient to use the trademark symbol with the first prominent use of the
mark, and with the next use of the mark (for example, in the title or subtitle
of the document and then the first time the mark appears in text) to provide
adequate notice. You do not need to use a trademark symbol with each and every
use of the trademark. If there is doubt about whether to use a trademark symbol,
however, please use one.

Also, please note that if the document or communication has a table of contents
or index in which the trademark appears, the symbol should accompany the
trademark. In the case of presentation graphics, the trademark symbol should
appear on each page or slide where the trademark appears. Again, if there is
doubt about whether to use a trademark symbol, please use one.

A Trademark is an Adjective

A trademark is an adjective, designating the source or origin of the good or
service it modifies. Accordingly, proper trademark usage requires that the
trademark always be followed by a noun. An example of proper trademark usage is:
"Healthcare's most important e-commerce tool is the NEOFORMA.COM(TM) website."
These Guidelines require that you only use Neoforma.com's trademarks with the
service for which they were originally intended.

Note that a trademark cannot be used as a noun. It cannot be pluralized. It
cannot be used in the possessive form. Thus, for example, it is improper to say
"NEOFORMA.COM is healthcare's most important e-commerce tool."

Note also that a trademark cannot be used as verb. For example, it is improper
to say, "We will compile a list of syringe manufacturers by STATWORLDing."

The Appearance of the Trademark

You may not alter Neoforma.com's trademarks in any way unless you have a
specific agreement with Neoforma.com authorizing such alteration. You may not
use corruptions, abbreviations or variations of Neoforma.com's name or
trademarks. You may not alter any logo or design that is



* Material has been omitted and filed separately with the Commission.


                                      C-3
<PAGE>   63

a Neoforma.com trademark. For example, you may not change the color of the
Neoforma.com design, and you may not change the font style of the NEOFORMA word
mark as it appears in the design trademark.


ATTRIBUTION OF TRADEMARK RIGHTS

Provide the following notice when using Neoforma.com's trademarks: "___________
and ___________ are trademarks or registered trademarks of Neoforma.com, Inc. in
the United States and other countries." Please use this exact language.


NEOFORMA.COM, INC.'S TRADEMARKS

Neoforma.com, Inc.'s trademarks include those on the following list, which may
not be exhaustive of our marks:

ADSONLINE(TM)
AUCTIONLIVE(TM)
AUCTIONONLINE(TM)
DEPARTMENT TOOLKIT(TM)
NEOFORMA(TM)
NEOFORMA (and Design)(TM)
NEOFORMA.COM (and Design)(TM)
PHAROS TECHNOLOGIES(TM)
PIMS(TM)
PRODUCT INFORMATION MANAGEMENT DESIGN(TM)
PRODUCT INFORMATION MANAGEMENT SOLUTION(TM)
STATCITY(TM)
STATWORLD(TM)
THE HEALTHCARE BUSINESS COMMUNITY(TM)
U.S. LIFELINE(TM)



* Material has been omitted and filed separately with the Commission.


                                      C-4
<PAGE>   64

                                                                       EXHIBIT D



              CURRENT MARKS USAGE GUIDELINES FOR VHA, UHC AND HPPI







* Material has been omitted and filed separately with the Commission.



                                      D-1
<PAGE>   65

                                                                       EXHIBIT D

VHA Logo

THE VHA IDENTITY

"Corporate Identity' is a term that describes the particular visual elements
that communicate a company's image. It is the graphic uniform that reinforces,
with every application, the company's presence in the marketplace.

Building strong customer recognition and understanding of our VHA identity - in
its national and regional forms - depends on how effectively and consistently we
use it.

Our customers will see variety in VHA's national and regional products and
services, but they should also see consistency in the VHA identity. Our identity
is a representation of the values and qualities we share, and it should be
reflected in every contact we make.

Managing VHA's corporate identity is critical to our long-term growth and
success in serving VHA organizations. Adhering to the standards in this manual
is an important first step. We've included guidelines for a broad range of
materials. If you need more information or assistance with special design needs,
please call VHA's Communications Department at (214) 830-0272.

<PAGE>   66

VHA Logo

TRADEMARK AND COPYRIGHT PROTECTION

Any appearance of VHA corporate or regional names and logos must always be
accompanies by the appropriate symbols that declare and protect their exclusive
use by VHA.

Any printed materials must also be marked with a copyright notice to protect the
entire contents of the piece as the sole property of VHA.

USE OF (R)

The letters VHA and the VHA logo function as a trade name for our company and as
a trademark identifying our products and services. The regional versions of the
name and logo function in the same way for VHA Regional Health Care Systems.

The letters VHA are registered with the U.S. Patent and Trademark Office. The
new VHA logo and the positioning phrase "united to Improve America's Health" are
currently in the process of registration.

The symbol (R) constitutes notice that our name and logo are exclusive for goods
and services we offer. IT provides legal protection from those who might use
part of our corporate signature without permission or use symbols that too
closely resemble our mark.

The standard and modified versions of the corporate logo and the standard
version of each regional VHA logo are currently marketed with the symbol SM
after the position phrase, indicating that we intend to claim the logos as our
property.

On the reduced version of the corporate and regional logos where the positioning
phrase is omitted, the SM symbol appears at the lower right corner of the logo
rectangle itself.

<PAGE>   67

When registration with the U.S. Patent and Trademark Office is complete, we will
replace the SM symbol on all version with (R).

In VHA materials, the symbol (R) should be used after the letters VHA in text
when they are used as part of a product name. For example, "VHA (R) Clinical
Financial Information System" or "VHA (R) New Jersey Quality Institute."

It is not appropriate to use (R) after the letters VHA in text when using them
as our company's name. For example, "VHA announced a new product last week," or
"VHA Iowa has purchased new office space."

In VHA materials, use the registration symbol only for VHA registered
trademarks. The registered trademark of other companies should be designated by
the use of an asterisk and a footnote:

         Example:

         Advil* analgesic

         * Registered trademark of Whitehall Laboratories

Other companies, when mentioning our products or services in their materials,
should use the registration symbol only for their own registered trademarks and
an asterisk and footnote for VHA marks.

VHA registers other product and service trademarks from time to time. For more
information about product naming, use of the VHA trademark and other trademark
issues, please refer to the "Guide of Product Naming" available from the
Communications Department.

COPYRIGHT (C)
All printed materials must be marked with the symbol (c), signifying that the
entire content is protect by copyright laws. Copyright also gives the creator of
brochures, books, etc., the exclusive right to reproduce and distribute such
materials, unless the creator grants limited rights to another party.

All corporate VHA materials must bear the following copyright notice.

         (c) 1994 VHA Inc.  All rights reserved.

The notice may also include one of the following statements, chosen based on the
degree of control VHA departments wish to maintain over the content.

         Duplication or distribution of this document without express permission
from VHA is prohibited.

         Duplication or distribution of this document without express permission
from VHA is prohibited, except for use of VHA health care organizations and
their personnel.
<PAGE>   68

                                                                        UHC Logo

UHC Corporate Identity Standards

THE CORPORATE SIGNATURE

UHC Logo

The UHC acronym and the geodesic dome, along with the UHC name and the service
mark (SM) symbol, make up UHC's corporate signature. The UHC logo is the UHC
acronym and geodesic dome. Because UHC's corporate signature is the single most
important graphic element used on UHC's communications pieces, it should not be
altered or modified in any way. The size of the UHC name should always be
proportionate to the size of the logo (see signature reproduction at left).

SIGNATURE COLOR TREATMENTS

It is preferred that the UHC logo be reproduced in one color only - PMS 541 or
black. Other one-color reproductions are acceptable, as are reversed or embossed
images of the logo. All logo reproductions should be reviewed by UHC. Because of
the intricate lines that make up the geodesic dome, screens or tints of either
color should not be sued.

LOGO REPRODUCTION

The UHC logotype should be sized proportionally. For most reproductions, the
acceptable size range (width b height) is between 1" x 0.5" and 3" x 1.75". (For
certain applications, such as signage, a larger logo may be appropriate.)
Because the intricate lines that make up the geodesic dome are often difficult
to reproduce, it is important that all logo reproductions fall within the
acceptable range and that special attention be paid to the reproduction quality
of the geodesic dome.

Agaramond is the only acceptable typeface for reproduction of the corporate
signature on printed pieces.

If you have any questions or concerns regarding the correct usage of the UHC
logo and name, please check with Melissa Cutting of the UHC Marketing Department
(630/954-1769 or cutting @uhc.edu).
<PAGE>   69

                               HealthCare Purchasing Partners International Logo

HealthCare Purchasing Partners International TM Editorial Standards Brief.
Revised March 2000

Many HPPI staff members communicate regularly in writing with clients, supply
partners, each other and outside audiences. Below are a few guidelines that
address questions and issues that come up every day in the course of doing
business. These guidelines are designed to create consistency in the way we all
refer to our company, its employees, and its products, programs and services.

--------------------------------------------------------------------------------

ACRONYMS - Avoid the use of acronyms on the first reference. It is better to
spell out a title or phrase on first reference and use acronyms on second
reference. It is unnecessary to put the acronym in parentheses after the full
name, like this: HealthCare Purchasing Partners International (HPPI). The reason
is that if the meaning of an acronym must be explained to readers, it probably
should not be used. There are some exceptions to this rule. For example, some
highly specialized acronyms have become so common in usage that the original
wording has been superseded. Examples: DNA, ISDN, RAM, CD-ROM.

AREA CODES, PHONE NUMBERS - Phone numbers should appear as follows: (972)
581-5000. It is not necessary to include a "1" in front of a long-distance
number. It is assumed that people know dialing 1 is necessary. One exception to
this rule is the number for Novation Member Support Services, which should
appear like this: 888/7-NOVATE (766-8283). If it is necessary to refer callers
to a particular extension, this is the correct style: (972) 581-5000, ext. 5555.
"X" is not an acceptable abbreviation for extension in external communications.

AUTHORIZED DISTRIBUTORS - These are distribution partners that have been
approved as official distributors of products offered through Novation
agreements. Use Novation Authorized Distributor on first reference, Authorized
Distributor on subsequent references.

CLINICAL MARKETS PROGRAMS - This is Novation's marketing strategy that focuses
on the needs of physicians and caregivers in a variety of specialties. Novation
Clinical Markets Programs aggregate best-in-class products and services
according to clinical disease states or specialties, helping VHA and UHC members
streamline their purchasing processes through one-stop shopping. Novation
currently offers these Clinical Markets Program:

     o    Novation Anesthesia Program

     o    Novation Cardiology Program

     o    Novation Dialysis Program

     o    Novation Oncology Program

     o    Novation Orthopedic Program

     o    Novation Respiratory Program

     o    Novation Women's Health Program

<PAGE>   70

Some Clinical Markets Programs include agreement subgroups referred to as
portfolios. These include:

     o    Novation Anesthesia Pharmaceutical Portfolio (formerly the Anesthesia
          Pharmaceutical Standardization Program)

     o    Novation Oncology Pharmaceutical Portfolio (formerly the Oncology
          Products Program)

     o    Novation Oncology Breast Care Portfolio (launching in the second
          quarter of 1999)

     o    Novation Oncology Prostate Care Portfolio (launching in 1999)

     o    Novation Respiratory Pharmaceutical Portfolio (launching Oct. 1, 1999)

Novation may be omitted from the program or portfolio name on second and
subsequent references.

In addition to these offerings, several portfolios of OPPORTUNITY (R),
Novation's Committed Program, are based on Clinical Markets Programs. These
portfolios are discussed in the OPPORTUNITY section.

Please note that Clinical Markets is not a separate department of Novation. When
writing about the people who work on a particular Clinical Markets segment,
refer to them as the Novation anesthesia team, group, or unit. More casual
references as the cardiology team are acceptable on subsequent references if it
is clear that you are referring to the Novation Clinical Markets group.

COMPANY NAME, JOB TITLES - include your company name and job title, as well as
the company names and correct titles of any other people mentioned in a
document. Titles are not capitalized unless they preceded the person's name, and
then only if the title is of significant rank. Some examples:

     o    Gov. George W. Bush

     o    George W. Bush, governor of Texas

     o    U.S. Sen. Patrick Moynihan

     o    Kay Bailey Hutchison, U.S. senator from Texas

     o    C. Thomas Smith, VHA president and chief executive officer

     o    UHC President and Chief Executive Officer Robert J. Baker

     o    Novation product manager John Doe

     o    Jane Doe, Novation marketing analyst

Also include the titles and company names of people who are "cc-ed" at the
bottom of a business letter or memo. This is very important because
correspondence is often sent to VHA and UHC members, supply partners and people
at our parent organizations who may not know who you or others mentioned are.

Please don't guess at anyone's name or title; call and ask if you are uncertain.
Getting someone's name or title wrong implies a lack of courtesy and attention
to detail.

E-MAIL ADDRESSES - In communications pieces where you list a Novation contact
person, you should include that person's phone number and e-mail address. The
correct style for e-mail addresses is jdoe@novationco.com (in italics).

HEALTHCARE PURCHASING PARTNERS INTERNATIONAL LLC - This is the full name of
HPPI. Like Novation, VHA and UHC jointly own HPPI. HealthCare Purchasing
Partners International should be used on first reference and HPPI on subsequent
references. A trademark symbol (TM) will need to appear immediately after the
name and an (R) after the acronym on first reference in every document. The
trademark and registered symbol should be omitted on second and subsequent
references. IN overheads, slides, charts or other presentation materials, use
the trademark symbol after HealthCare Purchasing Partners International and the
registered symbol after HPPI on first reference in every slide or chart.

HPPI has no members; it has clients. It is not necessary to include the "LLC"
except in legal documents such as contracts, program enrollment forms, etc.

HOSPITAL, HEALTH CARE ORGANIZATION - All hospitals are health care
organizations, but not all health care organizations are hospitals. Therefore,
unless referring specifically to hospitals, health care organization is

<PAGE>   71

the preferred term. For variety's sake, words such as facility and institution
are acceptable on subsequent references. Don't use the acronym HCO in any
outside communication.

INTERNET SITES - Novation's World Wide Web site is www. hppipo.com. This and all
other Web sites should appear in all-lower-case, italic letters.

LAUNCH - The date that an agreement or program becomes effective is the launch
date. Please don't use the term launch when you mean introduce, unveil,
announce, etc. For example, a program can be introduced March 1, but may not
launch until May 1, when the program agreements become effective.

LETTERS AND MEMOS - Memorandums are acceptable in some external business
communications, but interoffice memos are not. Appropriate business letters
should be used for more formal communications. In both documents, include the
correct names, organization names, company names (if applicable) and titles of
the recipients, sender and those who receive copies.

MEMBERS, CLIENTS AND CUSTOMERS - Novation has no members or customers. It serves
VHA and UHC members and HealthCare Purchasing Partners International clients.
When addressing or mentioning VHA and UHV organizations, use VHA and UHC members
the first time and members thereafter. Never use Novation members or Novation
customers. The term health care organizations is also acceptable.

NOVAPLUS TM - The name of Novation's private-label program. When writing about
NOVAPLUS, it should be described as the private label of VHA and UHC early in
the document. This description helps reinforce the link between NOVAPLUS and
Novation's parent alliances. Companies that supply products in the private label
are called NOVAPLUS manufacturing partners.

Here are some guidelines for using the NOVAPLUS name and logo in marketing
materials and correspondence.

     o    Capitalize all letters and include a trademark symbol (TM) immediately
          after the name on first reference in every document. The trademark
          symbol should be omitted on second and subsequent references.

     o    In overheads, slides, charts or other presentation materials, use the
          trademark symbol after NOVAPLUS on first reference in every slide or
          chart.

     o    Do no use the NOVAPLUS logo within text as a substitute for the name.

     o    All marketing materials developed by NOVAPLUS manufacturing partners
          must be reviewed by the appropriate Novation product managers, and by
          Novation marketing communications.

NOVAPLUS marketing materials include the NOVAPLUS logo and the tagline Your
Brand and More SM. However, it is not necessary to include this tagline in the
text of correspondence or marketing materials.

NOVATION FOOD SERVICE PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION LABORATORY PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION LLC - This is the full legal name of our company. It is not necessary
to include the "LLC" except in legal documents such as contracts, program
enrollment forms, etc.

NOVATION MEMBER SUPPORT SERVICES - This is the correct name of our outbound
telephone service delivery group. TeleServices should no longer by used.
Novation Customer Service is part of Member Support Services and is the group
that handles incoming calls from the 888/7-NOVATE line.

<PAGE>   72

NOVATION PHARMACY PROGRAM - The full name of the program. Novation may be
omitted on second reference.

NOVATION TM, THE SUPPLY COMPANY OF VHA AND UHC - Our company name should appear
this way on first reference in any document going to an outside audience,
complete with the trademark symbol (TM). Simply the name Novation is acceptable
on subsequent references.

OPPORTUNITY (R) - This is Novation's committed-purchasing program. The name
should appear in the form shown here, with the registered trademark symbol, on
first reference in any document. The (R) should be omitted on subsequent
references.

The program should be referred to on first or second reference in every document
as OPPORTUNITY, Novation's Committed Program. If using the tagline on first
reference would create an awkward sentence, it is acceptable to use it on second
reference. Program is not part of the name, but the phrase OPPORUTUNITY program
is acceptable.

Offerings under the OPPORTUNITY umbrella are called portfolios. Nine portfolios
are currently available, with more in development. The nine existing portfolios
are:

     o    OPPORTUNITY Phase I Portfolio

     o    OPPORTUNITY Phase II Portfolio

     o    OPPORTUNITY Anesthesia Portfolio

     o    OPPORTUNITY International Cardiology Portfolio

     o    OPPORTUNITY Food Service Portfolio

     o    OPPORTUNITY Laboratory Portfolio

     o    OPPORTUNITY Orthopedic Portfolio

     o    OPPORTUNITY Respiratory Portfolio

     o    OPPORTUNITY Unified Portfolio

Please note that OPPORTUNITY is not a separate department of Novation. the
program and its portfolios are jointly operated by Novation's cost reduction
services team and the various contracting teams that develop and maintain
agreements included in the portfolios.

SERVICE DELIVERY - Novation field account managers should be referred to as the
Service Delivery team or Service Delivery account managers. Do not refer to them
as sales representatives or managers.

SUPPLY COST MANAGEMENT - Novation is a supply cost management company. The term
supply chain management is limiting and should be avoided when referring to
Novation. However, supply chain is acceptable when quoting someone or referring
to the system by which products move from suppliers to health care
organizations. (Please note that VHA still refers to Novation as its provider of
supply chain management services.)

SUPPLY PARTNERS - The companies with which Novation enters into supply
agreements are referred to as supply partners. (One exception is NOVAPLUS
manufacturers, see the NOVAPLUS entry.) We should not refer to them as vendors
or business partners and should avoid referring to them as manufacturers.
However, suppliers is acceptable for variety's sake if supply partners begins to
appear too often in a particular document.

TRADEMARKS - When mentioning a trademarked product offered by a Novation supply
partner, include the appropriate TM or (R) symbol with the trademarked name on
first reference. Please note that the two symbols are not interchangeable. TM
identifies trade names or logos that are being used by a company, pending final
approval by the U.S. Patent and Trademark Office. (R) designates names that have
been fully approved and registered with the office.

<PAGE>   73

UHC SUPPLY CO. - With the creation of Novation, UHC Supply Co. ceased to exist,
as did all UHCSC agreements. Those are now Novation agreements. To avoid
confusion for members, please do not refer to UHCSC unless describing it as a
predecessor to Novation.

UNIVERSITY HEALTHSYSTEM CONSORTIUM - The name of our parent UHC should appear
this way on first reference in any document. One exception to this rule: When
Novation, the supply company of VHA and UHC appears first in a document, spell
out University HealthSystem Consortium on the next reference to UHC. Simply the
acronym UHC is acceptable on subsequent references.

VHA - Acceptable in nearly all references to VHA Inc., the majority owner of
Novation and HPPI. The Inc. is usually necessary only in legal documents.

If you have a question regarding proper editorial standard, please contact your
Novation marketing communications manager or Rich Reecer, Novation editorial and
publications manager at ext. 5076.
<PAGE>   74

                                                                       EXHIBIT E



                   REPORTS AND OTHER INFORMATION REQUIREMENTS


1.      REPORT CONTENT.

        Within 20 days after the end of each full and partial month during the
        Term (a "Reporting Month"), each Supplier will submit to Novation a
        report on a diskette containing the following information in the form
        specified in Section 2 of this Exhibit E:

        (i)     the name of Supplier, the Reporting Month and year and the
                agreement number (as provided by Novation to Supplier);

        (ii)    with respect to each Member (described by a LIC number (as
                provided by Novation to Supplier), health industry number (if
                applicable), full name, street address, city, state, zip code
                and, if applicable, tier and committed status, the number of
                units sold and the amount of net sales for each Product on a
                line item basis, and the sum of net sales and the associated
                Marketing Fees for all Products purchased by such Member
                directly or indirectly from Supplier during the Reporting Month,
                whether under the pricing and other terms of this Agreement or
                under the terms of any other purchasing or pricing arrangements
                that may exist between the Member and Supplier;

        (iii)   the sum of the net sales and the associated Marketing Fees for
                all Products sold to all Members during the Reporting Month; and

        (iv)    such additional information as Novation may reasonably request
                from time to time.

2.      REPORT FORMAT AND DELIVERY.

        The reports required by this Exhibit E will be submitted electronically
        in Excel Version 7 or Access Version 7 and in accordance with other
        specifications established by Novation from time to time and will be
        delivered to:

                Novation
                220 East Las Colinas Boulevard
                Irving, TX  75039
                Attn:  SRIS Operations

3.      OTHER INFORMATION REQUIREMENTS.



* Material has been omitted and filed separately with the Commission.


                                      E-1
<PAGE>   75

        In addition to the reporting requirements set forth above, the parties
        agree to facilitate the administration of the Agreement by transmitting
        and receiving information electronically and by complying with the
        information requirements set forth in Appendix 1. Supplier further
        agrees that, except to the extent of any inconsistency with the
        provisions of this Agreement, it will comply with all information
        requirements set forth in the Novation Information Requirements
        Guidebook ("Guidebook"), attached as Appendix 2. On or about the
        Effective Date, Novation will provide Supplier with a current copy of
        the Guidebook and will thereafter provide Supplier with updates and/or
        revisions to the Guidebook from time to time.






* Material has been omitted and filed separately with the Commission.


                                      E-2
<PAGE>   76

                                                                      APPENDIX 1


                         OTHER INFORMATION REQUIREMENTS

        Novation and Supplier desire to facilitate contract administration
transactions ("Transactions") by electronically transmitting and receiving data
in agreed formats in substitution for conventional paper-based documents and to
assure that such Transactions are not legally invalid or unenforceable as a
result of the use of available electronic technologies for the mutual benefit of
the parties.

        The parties agree as follows:

1.      PREREQUISITES.

                a. DOCUMENTS; STANDARDS. Each party will electronically
        communicate to or receive from the other party all of the required
        documents listed in the Novation Electronic Communication Requirements
        Schedule attached hereto (collectively "Documents"). All Documents will
        be communicated in accordance with the standards set forth in the
        applicable sections of the Novation Information Requirements Guidebook
        ("Guidebook"). Supplier agrees that the Guidebook is the Confidential
        Information of Novation and will not disclose information contained
        therein to any other party.

                b. THIRD PARTY SERVICE PROVIDERS. Documents will be communicated
        electronically to each party, as specified in the Guidebook, through any
        third party service provider ("Provider") with which either party may
        contract or VHAseCure.net(TM). Either party may modify its election to
        use, not use or change a Provider upon thirty (30) days' prior written
        notice. Each party will be responsible for the costs of any Provider
        with which it contracts, unless the parties otherwise mutually agree in
        writing.

                c. SIGNATURES. Each party will adopt as its signature an
        electronic identification consisting of symbol(s) or code(s) which are
        to be affixed to or contained in each Document transmitted by such party
        ("Signatures"). Each party agrees that any Signature of such party
        affixed to or contained in any transmitted Document will be sufficient
        to verify such party originated and intends to be bound by such
        Document. Neither party will disclose to any unauthorized person the
        Signatures of the other party.

2.      TRANSMISSIONS.

                a. VERIFICATION. Upon proper receipt of any Document, the
        receiving party will promptly and properly transmit a functional
        acknowledgment in return, unless otherwise specified in the Guidebook.

                b. ACCEPTANCE. If acceptance of a Document is required by the
        Guidebook, any such Document which has been properly received will not
        give rise to any obligation unless



* Material has been omitted and filed separately with the Commission.


                                      E-3
<PAGE>   77

        and until the party initially transmitting such Document has properly
        received in return an Acceptance Document (as specified in the
        Guidebook).

                c. GARBLED TRANSMISSION. If any properly transmitted Document is
        received in an unintelligible or garbled form, the receiving party will
        promptly notify the originating party (if identifiable from the received
        Document) in a reasonable manner. In the absence of such a notice, the
        originating party's records of the contents of such Document will
        control.

3.      TRANSACTION TERMS.

                a. CONFIDENTIALITY. No information contained in any Document or
        otherwise exchanged between the parties will be considered confidential,
        except to the extent provided by written agreement between the parties,
        or by applicable law.

                b. VALIDITY; ENFORCEABILITY. Any Document properly transmitted
        pursuant to this Agreement will be considered, in connection with any
        Transaction, to be a "writing" or "in writing"; and any such Document
        when containing, or to which there is affixed, a Signature ("Signed
        Documents") will be deemed for all purposes to have been "signed" and to
        constitute an "original" when printed from electronic files or records
        established and maintained in the normal course of business.

4.      STANDARDS.

ASC x 12 - Novation Information Requirements Guidebook

5.      THIRD PARTY SERVICE PROVIDERS.

(If the parties will be transmitting Documents directly, insert "NONE")


<TABLE>
<CAPTION>
COMPANY        VAN NAME            ADDRESS                               TELEPHONE NUMBER
-------        --------            -------                               ----------------
<S>           <C>                 <C>                                    <C>
Novation       AT&T                12976 Hollander Drive                 800/624-5672
                                   Bridgeton, MO  63044
</TABLE>

6.      CONTRACT PRICING (PHARMACY). Supplier will transmit contract pricing
        information electronically, to include new contracts, contract renewals
        and any changes to a current contract. This will be sent in a timely
        manner and in compliance with ANSI ASC X12-845 (Price Authorization) and
        Novation Contract Pricing Guidelines. Contract pricing information will
        include the following:

Supplier Identification Number

                HIN (Health Industry Number if Supplier is a HIN subscriber)
                DEA Number (if HIN is not available)
                Supplier Assigned Number (if HIN and DEA are not available)




* Material has been omitted and filed separately with the Commission.


                                      E-4
<PAGE>   78


Supplier Name
Supplier Contract Number
MFG Contract Number
Contract Effective Date
Contract Expiration Date
Member(s) (Member name, HIN or DEA number, Member start/stop dates)
Product Identifier
         NDC
         UPC (if NDC is not available)
Trade Name
Package Count
Package UOM
Selling Unit Price
Item Contract Effective Date
Item Contract Expiration Date

7.      CONTRACT PRICING (MEDICAL/SURGICAL). Supplier will communicate contract
        pricing information electronically, to include new contracts, contract
        renewals and any changes to the current contract. This will be sent in a
        timely manner and in compliance with the Guidebook.








* Material has been omitted and filed separately with the Commission.


                                      E-5
<PAGE>   79

                                                                      APPENDIX 2


                   NOVATION INFORMATION REQUIREMENTS GUIDEBOOK









* Material has been omitted and filed separately with the Commission.



                                      E-6
<PAGE>   80


                                EXECUTIVE SUMMARY


WELCOME TO THE NOVATION INFORMATION REQUIREMENTS GUIDEBOOK

        Thousands of times each year, VHA, UHC and HPPI members ask us to help
        them improve the overall quality of their health care services by
        finding the best products, at the best price, from the best source. We
        meet this need by managing hundreds of product and service agreements
        with the best manufacturers and distributors in the health care
        industry.


Once these agreements are created, our members ask their local Novation account
manager and/or the corporate Supply Cost Management teams to provide information
and service around the following:

        1.      What products are on each agreement?

        2.      What are the equivalent products under agreement for [product
                name that is being bought today]?

        3.      What is the price for [product on agreement]?

        4.      What can I save if I buy [product on agreement] rather than a
                competing product?

        5.      What are the product specifications for the [equivalent Novation
                product]?

        6.      Who is my local sales representative with [company name]?

        7.      Can you help us convert to the [agreement product]?

Additionally, you and other supply partners ask Novation:

        1.      Who are the VHA, UHC and HPPI members?

        2.      Please confirm what items are currently on my Novation
                agreement?

        3.      What pricing does Novation have loaded for each of my products?

        4.      What competitive cross-reference products do you use for each of
                my products when you recommend that a member change over to my
                Novation contracted product?

        5.      Can you be of any assistance in supplying advance notice of
                price changes to our members?

        6.      Who is my Novation service delivery team person for [member
                name]?


This Guidebook is designed to better help us answer these and other questions.
It addresses:

        -       our overall information strategy with supply partners

        -       Novation's information requirements

        -       where Novation is going with respect to supply partner Internet
                solutions

        -       how Novation will help your company gain access to the
                information that you need in managing your business relationship
                with Novation




* Material has been omitted and filed separately with the Commission.


                                      E-7
<PAGE>   81


In summary, our information needs are as follows:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
         NOVATION
       REQUIREMENT                               DESCRIPTION                              WHAT THIS MEANS FOR YOUR COMPANY
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                                   <C>
REQUIREMENT 1:                  This is the exact catalog number and other            Novation has a large team that works with
                                product information that is needed when ordering      hospitals in converting them to Novation
NEW CONTRACT LAUNCH             your product(s) under the Novation agreement          contracted products. Novation needs product
Agreement Item                  (e.g., all product identifiers, description,          details to successfully help our members
Product Details                 units of measure, packaging, etc.). This              convert business to your contracted items.
                                information is provided at the time of signing
                                your Novation agreement and it is then kept
                                current as changes occur.


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 2:                  Novation needs the current price that the health      Novation provides price change notification,
                                care organizations will pay as they order each        price comparison and economic impact services
ONGOING CONTRACT MAINTENANCE    product. Specific item prices for each price          in helping the health care organizations
Pricing for Each                tier (if any) must to be provided. Price updates      understand all savings opportunities. These
Product on Agreement            are needed as the pricing changes.                    services motivate members to convert to your
                                                                                      products as they save money.


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 3:                  Electronic summary sales reports are needed           This information is loaded into Novation's
SUMMARY SALES REPORTING         every month. Current paper reports must be            sales information system for use by our
Monthly Summary Sales           converted to electronic reporting IMMEDIATELY.        service delivery teams.
Report by Member


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 4:                  Electronic line item sales reports are needed         This information is loaded into Novation's
DETAILED LINE                   every month. There are several formats to send        sales information system for use by our
ITEM SALES REPORTING            these reports in, please consult Requirement 4        service delivery teams. They work with each
Monthly Line Item               for specification. Plan for a 90-day testing          Novation member to identify items that are
Sales Report by Member          period.                                               and, more importantly, are not being bought
                                                                                      on contract.


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 5:                  This details all current, new and deleted             This will keep your company current. Having
MEMBERSHIP                      VHA or UHC membership information. Names,             this information reduces pricing and other
Membership                      addresses, contacts, membership numbers,              errors, and overall, reduces the time
Information provided to you.    etc. are all provided. You must be able to            needed to administer your Novation
                                receive and process monthly membership                agreement(s).
                                updates.


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 6:                  Novation needs to be up-to-date on which              This information tells our service delivery
COMMITMENT FORMS                member has signed your commitment form (if            team which of their members have been
Signed Participation Forms      required by your agreement). This                     approved by your company to buy off your
                                information is made available our service             agreement. If there is no form, they know
                                delivery team.                                        to sell your agreement.
</TABLE>



* Material has been omitted and filed separately with the Commission.


                                       E-8
<PAGE>   82


<TABLE>
<S>                             <C>                                                   <C>
----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 7:                  Novation and our members need to know                 This information is available for our
SALES REPRESENTATIVE            who your current sales representatives                service delivery team in promoting your
INFORMATION                     are for each agreement, by territory.                 agreement. Also, members know whom to
Sales Rep Contacts              This information includes all specialty               contact as they decide to buy
                                sales personnel.                                      products/services under your agreement.


----------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 8:                  For each product under agreement,                     Novation recommends your product(s) to
PRODUCT CROSS REFERENCES        Novation needs a listing of the                       our members whenever we learn that they
Competitor Cross References     competitor's name and their respective                are buying a competitor's product. But
                                competitive part/catalog number and any               our information is very incomplete. We
                                product details that you may have                     need your help in knowing what products
                                available                                             compete directly and indirectly with
                                                                                      each of your products that are on a
                                                                                      Novation agreement.
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
         NOVATION
       REQUIREMENT                               DESCRIPTION                              WHAT THIS MEANS FOR YOUR COMPANY
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                                   <C>
BUSINESS PARTNER                This information repository contains                  This is your link to Novation. This BPRS
REPOSITORY SYSTEM               specific information that is completely               system is designed to eliminate the time
(BPRS) Access                   customized for your Novation, VHA, UHC,               and delay that is inherent in the
                                and HPPI relationships. Examples of                   communication of important business
                                information include access to                         information.
                                membership, items, sales
                                representatives, as well as
                                cross-reference information.


----------------------------------------------------------------------------------------------------------------------------------
UNIVERSAL                       Novation endorses the use of the UPN for              Begin now working on setting up a UPN
PRODUCT NUMBER (UPN)            all product identification throughout                 number for each product on a Novation
                                the supply chain. All communications                  agreement.
                                must include the UPN number immediately.


----------------------------------------------------------------------------------------------------------------------------------
ELECTRONIC SALES REPORTING      During 2000, Novation will be testing a
                                new method for the submission of all
                                summary sales reports. This Web
                                reporting system will be fully
                                implemented with all supply partners in
                                2000.
</TABLE>


HOW YOUR COMPANY SHOULD COMMUNICATE THIS INFORMATION


Novation will be flexible in how we receive or send this information. Our
preference is always to communicate this information through EDI, but if your
company can only use EDI for some transactions, this Guidebook outlines other
acceptable short-term alternatives. EDI REMAINS THE LONG-TERM SOLUTION.

Also, and this is very important: IT IS CRITICAL THAT YOUR COMPANY SEND NOVATION
THE INFORMATION REQUESTED IN THIS GUIDEBOOK. We are willing to discuss timing of
EDI formats but not whether the needed information is to be provided.

All of this information is important.



* Material has been omitted and filed separately with the Commission.


                                      E-9
<PAGE>   83

                            WHAT'S REQUIRED AND WHEN


The following chart summarizes the Novation supply partner reporting
requirements.



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                             MANDATORY DUE
     REQUIREMENT #             WHO SUPPLIES                      DATES                   FORMAT REQUIRED
------------------------------------------------------------------------------------------------------------------
<S>                         <C>                          <C>                           <C>
REQUIREMENT 1:              Your Company Sends           60 Days prior to the            -  Spreadsheet File
NEW CONTRACT LAUNCH             To Novation               Contract Effective
                                                                 Date
------------------------------------------------------------------------------------------------------------------
                                                           Due 60 days prior
REQUIREMENT 2:              Your Company Sends           to the effective date           -  EDI 832 or
ONGOING CONTRACT                To Novation                of the line item              -  Spreadsheet File
MAINTENANCE                                                add/delete/change

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 3:              Your Company Sends             Due at the first              -  Spreadsheet File
SUMMARY SALES                  To Novation                 contract reporting
REPORTING                                                       period

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 4:              Your Company Sends               Begin testing               -  EDI 867 or
DETAILED LINE ITEM              To Novation               within 120 days of             -  Flat File Format or
SALES REPORTING                                           Contract Effective             -  Spreadsheet
                                                                 Date                    -  File(small files only)

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 5:                 Your Company                 Due immediately              -  Spreadsheet File or
MEMBERSHIP                     Receives From                                             -  EDI 816
                             Novation Through
                                   BPRS

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 6:              Your Company Sends            Due immediately, if            -  Spreadsheet File
COMMITMENT FORMS                To Novation                   applicable

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 7:              Your Company Sends            Due within 30 days             -  Spreadsheet File
SALES REPRESENTATIVE            To Novation                 of the Contract
INFORMATION                                                  Effective Date

------------------------------------------------------------------------------------------------------------------
REQUIREMENT 8:              Your Company Sends            Due within 90 days             -  Spreadsheet File
PRODUCT CROSS                   To Novation                 of the Contract
REFERENCES                                                   Effective Date
------------------------------------------------------------------------------------------------------------------
</TABLE>

                      FIGURE 1-NOVATION REPORTING OVERVIEW



* Material has been omitted and filed separately with the Commission.


                                      E-10
<PAGE>   84


These requirements are detailed in the section titled NOVATION INFORMATION
REQUIREMENTS, see page 17 for details.

NOVATION'S INFORMATION INFRASTRUCTURE FOR SUPPLY PARTNERS

Novation supports both a private extranet and an EDI infrastructure. Many of the
required information components are available through either mode, but others
may only be available on one system.

Thank you for working with your staff in completing these requirements. All of
us at Novation look forward to working together with your staff in support of
your Novation agreement(s).







* Material has been omitted and filed separately with the Commission.


                                      E-11
<PAGE>   85

                        NOVATION ELECTRONIC COMMUNICATION
                              REQUIREMENTS SCHEDULE



-----------------------------------------            --------------------------
Company Name                                         Date


-----------------------------------------            --------------------------
Your Name                                            Your title


--------------------  -------------------            --------------------------
Phone                 Fax                            E-mail


-----------------------------------------            --------------------------
Technical Contact                                    Title


--------------------  -------------------            --------------------------
Phone                 Fax                            E-mail




<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                        MANDATORY DUE DATES & FORMATS
NOVATION REQUIREMENT                  NOVATION EXPECTATION                                         TO BE USED
---------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                                   <C>
REQUIREMENT 1: New Contract     This only applies to new contracts,                   DUE 60 DAYS PRIOR TO THE CONTRACT
Launch                          unless your company never provided this               EFFECTIVE DATE
                                information. If needed, your Novation
Section 4.1, page 21 of the     product manager will contact you. UPN
2000 Guidebook                  must be included with all line item
                                files.


---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 2: Ongoing          Novation must receive contract item and               DUE 60 DAYS PRIOR TO THE EFFECTIVE DATE
               Contract         pricing updates as prices change, and                 OF THE LINE ITEM ADD/DELETE/CHANGE
               Maintenance      when items are added or deleted from
                                contract.                                             Information will be sent via (check one):
Section 4.2,  page 27 of the                                                               ( ) EDI 832
2000 Guidebook                                                                             ( ) Interim File Format
                                                                                               (Excel Spreadsheet)

---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 3: Summary Sales    Current paper reports must be                         DUE AT THE FIRST CONTRACT REPORTING
               Reporting        converted to electronic reporting                     PERIOD
                                IMMEDIATELY.

Section 4.3, page 43 of the
2000 Guidebook

---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 4: Detailed         Plan for a 90-day testing for this                    BEGIN TESTING WITHIN 120 DAYS OF
               Line Item Sales  requirement.                                          CONTRACT EFFECTIVE DATE
               Reporting                                                              Information will be sent via (check one):
                                                                                              ( ) EDI 867
                                                                                              ( ) Other
Section 4.4, page 51
of the 2000
Guidebook



---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 5: Membership       You must be able to receive and process               DUE IMMEDIATELY
                                monthly membership updates.
Section 4.5, page 63 of
the 2000 Guidebook


---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 6: Commitment       Details which members have and have not               DUE IMMEDIATELY, IF APPLICABLE
Forms                           signed your contract enrollment forms,
                                if needed.
Section 4.6, page 73 of the
2000 Guidebook
</TABLE>



* Material has been omitted and filed separately with the Commission.


                                      E-12

<PAGE>   86

<TABLE>
<S>                             <C>                                                  <C>
---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 7: Sales            Able to update Sales Representative                   DUE WITHIN 30 DAYS OF THE CONTRACT
               Representative   information from a Business Partner                   EFFECTIVE DATE
               Contact          Repository System download.
               Information

Section 4.7, page 77
of the 2000 Guidebook


---------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT 8: Product Cross-   Must to update the items on contract                  DUE WITHIN 90 DAYS OF THE CONTRACT
               referencing      with competitive cross-reference                      EFFECTIVE DATE
Section 4.8, page 81 of the     information
2000 Guidebook


---------------------------------------------------------------------------------------------------------------------------------
Business Partner Repository     Able to connect to Novation BPRS via the              DUE WITHIN 60 DAYS OF THE CONTRACT
System (BPRS) Access            VHAseCURE.net(TM).                                    EFFECTIVE DATE


Section 3, page 13 of the
2000 Guidebook
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>





* Material has been omitted and filed separately with the Commission.


                                      E-13


<PAGE>   87
                                                                       EXHIBIT F


                               PROGRAM MANAGEMENT


1.      PURPOSE.

        Neoforma and Novation will establish a joint Program Management Office
        (the "PMO"). This organization will organize, define, track and manage
        the development progress and delivery status of the Internet e-commerce
        Service for healthcare organizations.

2.      RESPONSIBILITIES.

        The PMO will be responsible for managing and maintaining the ongoing
        operating relationship between Neoforma and Novation. This will include
        establishing operating procedures, gathering all necessary resources,
        driving decision-making within each organization, and communicating back
        to Neoforma and Novation. Specific responsibilities include:

        2.1.    PROGRAM DEFINITION AND ORGANIZATION

                -       Maintenance of program goals and objectives
                        documentation

                -       Establishing program organization, selection of team
                        members, under guidance of the Novation and Neoforma
                        executive sponsors

                -       Establishing administrative procedures

                -       Establishing administrative procedures

                -       Definition of program parameters, objectives,
                        constraints, and scope of work, including program
                        deliverables, completion criteria, and acceptance
                        criteria

                -       Definition of program management procedures:

                        (i)     issue resolution process

                        (ii)    methodology for program tracking

                        (iii)   process for status reporting

                        (iv)    tools for program and configuration management

                        (v)     procedures for program files and correspondence




* Material has been omitted and filed separately with the Commission.

                                      F-1



<PAGE>   88


        2.2.    PROGRAM PLANNING

                -       Development of program work breakdown structure ("WBS")
                        including tasks, task owners, and task completion
                        criteria for tasks which cross companies.

                -       Development of program schedule, including
                        interdependencies and critical path

                -       Refining estimates, assessing required skills and
                        available resources, assigning resources, reviewing
                        program estimates, and finalizing program schedule

                -       Creating a final baseline program plan, and distributing
                        the approved plan to PMO and program team.

                -       Development of the Neoforma product roadmap as it
                        relates to Novation phases and requirements

        2.3.    PROGRAM TRACKING AND MANAGEMENT

                -       Collection of status information, including program
                        tasks and performance data, identifying issues of
                        concern, Development of the Neoforma product roadmap as
                        it relates to Novation phases and requirements

                -       Summarizing status, analysis of variance from plan,
                        determination of critical path impact, identification
                        and analysis of trends, and maintenance of issues and
                        error log

                -       Determination and management of necessary corrective
                        action (e.g., plan adjustment, critical path
                        re-configuration, issue log update, etc.)

                -       Reporting program status to program team, and PMO

3.      ORGANIZATION AND ROLES.

        The PMO will be composed of two Executive Sponsors, a Steering
        Committee, two Program Manager, and PMO Team members. Novation and
        Neoforma will each assign an Executive Sponsor and a Program Manager.
        Together this group will name members of the Steering Committee and PMO
        team.

        3.1.    EXECUTIVE SPONSORS. Novation and Neoforma will each provide an
                executive-level champion to preside over the Internet e-commerce
                program. The Executive Sponsors will be actively responsible for
                the overall execution and performance



* Material has been omitted and filed separately with the Commission.


                                      F-2
<PAGE>   89

                of the program. Appointed by the representative company CEO, he
                or she will serve as the representative of that CEO, and will
                report program progress and performance as required. The
                Executive Sponsors will also provide executive-level decisions
                related to performance of resources committed to the Internet
                e-commerce program, and will be the primary arbiters in
                resolving major issues arising during the execution of the
                program. Together, they will also actively co-chair the
                Executive Committee, and be responsible for the actions and
                performance of that group.

        3.2.    STEERING COMMITTEE MEMBERS. The two parties will jointly
                establish a steering committee. The Steering Committee,
                reporting to the Executive Sponsors, will be responsible for
                executive-level oversight management of the activities of
                specific Novation and Neoforma staff engaged on the e-commerce
                program. These individuals are also responsible for assigning --
                and ensuring the active participation of -- resources to the
                Program Management Team (discussed below). The Executive
                Committee will also make decisions on strategies, development
                priorities, assess business risk, and resolve other significant
                issues.

        3.3.    PROGRAM MANAGEMENT TEAM. Neoforma and Novation will establish a
                joint program management office to perform daily tasks. The
                Program Management Team will be responsible for the day-to-day
                coordination of the activities of the program. The Program
                Manager will be responsible for the overall management of the
                day-to-day activities of the Program Management Team, and will
                report to the Executive Sponsor. Resources will be assigned to
                this team on an as requested basis.




* Material has been omitted and filed separately with the Commission.


                                      F-3