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[E-MEDX LOGO]                                                  [XCARE.NET LOGO]


                         PRODUCT COLLABORATION AGREEMENT


THIS PRODUCT COLLABORATION AGREEMENT ("Agreement") is made and entered into as
of this 19th day of January 2000 by and between e-MEDx, Inc., a Delaware
corporation ("XCare.net") and, XCare.net, Inc., a Delaware corporation
("XCare.net").

RECITALS:

          o    e-MEDx develops, owns and/or markets software products and
               services accessible through the Internet including but not
               limited those products described in Attachment A, attached hereto
               (collectively and as further defined below, the "e-MEDx
               Product"); and

          o    XCare.net develops, owns and/or markets software products and
               services accessible through the Internet including but not those
               products described in Attachment B, attached hereto (as further
               defined below, the "XCare.net Product"'); and

          o    e-MEDx and XCare.net desire to enter into this Agreement in order
               to integrate the e-MEDx Product and XCare.net Product as Combined
               Product for the use of e-MEDx customers, subscribers and users of
               the e-MEDx Product as well as for the use of XCare.net customers,
               subscribers and users of the XCare.net Product.

          o    The Parties wish to enter into a long-term agreement to allow
               e-MEDx's and XCare.net's customers access to each others products
               as a stand-alone application and/or as an interface to other
               application products.

NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

          1.   Recitals; Schedules, Exhibits and Attachments. The foregoing
               recitals are true and correct and together with the schedules,
               exhibits and attachments referred to hereinafter are incorporated
               herein by this reference.

          2.   Definitions. The following terms when used in this Agreement
               shall have the meanings indicated below:

                  (a)      Application Program means the application software
                           programs developed to integrate the XCare.net Product
                           with the e-MEDx Product to derive the Combined
                           Product as a bundled package.

                  (b)      Combined Product means the products resulting when
                           the e-MEDx Product and the XCare.net Product are
                           integrated. The Application Program, if any,
                           developed for each Combined Product is a component of
                           such Combined Product.

                  (c)      End User means that person or entity that uses the
                           Combined Product as a part of the e-MEDx Product or
                           the XCare.net Product

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                  (d)      End User License Agreement means the standard
                           agreement accompanying each copy of a product which
                           specifies the terms and conditions of the license to
                           use the product granted to the End User.

                  (e)      XCare.net Product means the standard proprietary
                           XCare.net software listed in Attachment B, which
                           includes: (i) the object code form of the computer
                           programs, including but not limited to install code
                           and library structures to allow e-MEDx to build an
                           integrated install package for installation of the
                           Combined Product, in appropriate media; (ii) User
                           Documentation (soft copy in Microsoft Word document
                           format); and (iii) any necessary hardware.

                  (f)      e-MEDx Product means the standard proprietary e-MEDx
                           software listed Attachment A, which includes: (i) the
                           object code form of the computer programs, including
                           but not limited to install code and library
                           structures to allow XCare.net to build an integrated
                           install package for installation of the Combined
                           Product, in appropriate media; (ii) User
                           Documentation (soft copy in Microsoft Word document
                           format); and (iii) any necessary hardware.

                  (g)      User Documentation means the textual written
                           materials relating to the installation and use of the
                           XCare.net Product or the e-MEDx Product which either
                           XCare.net or e-MEDx, as the case may be, normally
                           distributes to End Users of its respective products,
                           and which are made available by such party by
                           distribution hereunder.

          3.   XCare.net Licenses

               XCare.net hereby grants to e-MEDx a nonexclusive license to use
               the XCare.net Product as necessary to develop the Combined
               Product. XCare.net grants to e-MEDx a non-exclusive license, for
               use of the XCare.net Product as a component of the e-MEDx Product
               by End Users in accordance with the terms and conditions of this
               Agreement. XCare.net hereby further grants to e-MEDx the
               nonexclusive right to use and modify the User Documentation to
               XCare.net Product as necessary to create integrated User
               Documentation for the Combined Product for distribution to
               Combined Product End Users. All other rights are hereby reserved
               to XCare.net. XCare.net specifically reserves the right to market
               XCare.net Product to or through any other person or entity in the
               sole discretion of XCare.net. The E-MEDX agrees not to market the
               Combined Product to any other software reseller or Healthcare
               Internet Portal without the express written consent of XCARE.NET.

                  (i)      Trademark Licenses. During the term of this
                           Agreement, e-MEDx is authorized by XCare.net to
                           advertise XCare.net Product as they relate to the
                           Combined Product in advertising media of e-MEDx's
                           choice. XCare.net hereby grants to e-MEDx a
                           nonexclusive license to use the XCare.net trademarks
                           (collectively, the "XCare.net Trademarks") for the
                           purposes and in the context of identifying the origin
                           of XCare.net Product as part of, and in connection
                           with the marketing of, the Combined Product. e-MEDx
                           agrees to include in each advertisement, brochure, or
                           other such use of the XCare.net Trademarks that are
                           federally registered the registered trademark
                           symbol(R) and the following statement:

                           "`[MARK XCare.net]' is a registered trademark of
                           XCare.net"

                           and for the XCare.net Trademarks that are not
                           federally registered, the trademark symbol "TM" and
                           the following statement:

                           "`[MARK XCare.net]' is a trademark of XCare.net"



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                          e-MEDx shall not market the Combined Product in any
                          way that implies that XCare.net Product are the
                          proprietary product of e-MEDx or of any party other
                          than XCare.net.

          4.   e-MEDx Licenses

               e-MEDx hereby grants to XCare.net a nonexclusive license to use
               the e-MEDx Product as necessary to develop the Combined Product.
               e-MEDx grants to XCare.net a non-exclusive license, for use of
               the e-MEDx Product as a component of the XCare.net Product by End
               Users in accordance with the terms and conditions of this
               Agreement. e-MEDx hereby further grants to XCare.net the
               nonexclusive right to use and modify the User Documentation to
               eMEDx Product as necessary to create integrated User
               Documentation for the Combined Product for distribution to
               Combined Product End Users. All other rights are hereby reserved
               to e-MEDx. e-MEDx specifically reserves the right to market
               e-MEDx Product to or through any other person or entity in the
               sole discretion of e-MEDx. XCARE.NET agrees not to market the
               Combined Product to any other SOFTWARE RESELLER or Healthcare
               Internet Portal without the express written consent of e-MEDx.

                  (i)      Trademark Licenses. During the term of this
                           Agreement, XCare.net is authorized by e-MEDx to
                           advertise e-MEDx Product as they relate to the
                           Combined Product in advertising media of XCARE.NET's
                           choice. e-MEDx hereby grants to XCare.net a
                           nonexclusive license to use the e-MEDx trademarks
                           (collectively, the "e-MEDx Trademarks") for the
                           purposes and in the context of identifying the origin
                           of eMEDx Product as part of, and in connection with
                           the marketing of, the Combined Product. XCARE.NET
                           agrees to include in each advertisement, brochure, or
                           other such use of the e-MEDx Trademarks that are
                           federally registered the registered trademark
                           symbol (R) and the following statement:

                           "'[MARK e-MEDx]' is a registered trademark of e-MEDx"

                           and for the e-MEDx Trademarks that are not federally
                           registered, the trademark symbol "TM" and the
                           following statement:

                           "'[MARK e-MEDx]' is a trademark of e-MEDx"

                           XCare.net shall not market the Combined Product in
                           any way that implies that e-MEDx Product are the
                           proprietary product of XCare.net or of any party
                           other than e-MEDx.

          5.   Collaborative Obligations.

                  (a)  Mutual Obligations.

                           (i)      Development of Combined Product and Combined
                                    Product User Documentation. The parties
                                    shall collaborate in developing Combined
                                    Product in accordance with the functional
                                    and design specifications and implementation
                                    schedule agreed to for the Combined Product
                                    development project, said specifications and
                                    schedule to become a Project Attachment to
                                    this Agreement as set forth in Attachment E.
                                    The parties shall also collaborate in the
                                    development of User Documentation for the
                                    Combined Product.

                           (ii)     Notification and Record Requirements. Each
                                    party shall notify the other party in
                                    writing of any claim or proceeding involving
                                    the Combined Product no later than ten days
                                    after such party learns of such claim or




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                                    proceeding. Each party shall also report
                                    promptly to the other party all claimed or
                                    suspected defects in the Combined Product.

                           (iii)    Compliance with Law. Each party agrees to
                                    comply, and to cause its respective
                                    Distributors to comply, with all applicable
                                    federal, state and local laws and
                                    regulations in performing its duties
                                    hereunder.

          6.   Financial Arrangement. The pricing and other financial
               arrangements for the marketing and sale of the Combined Product
               and e-MEDx Product, in the case of XCare.net, and the marketing
               and sale of the Combined Product and XCare.net Product, in the
               case of e-MEDx, are set for the Attachment F, attached hereto.

          7.   Representations and Warranties. Each party hereby represents and
               warrants to the other party hereto:

                  (a)      that the use or distribution of its products either
                           by themselves or as part of the Combined Product, or
                           the exercise of the licenses granted hereunder, does
                           not and will not violate the intellectual property
                           rights of any third party under applicable copyright,
                           trademark, trade secret or patent laws, and that it
                           has not received a claim or demand related to the
                           infringement, breach or misappropriation of any such
                           rights;

                  (b)      that it is the owner or authorized distributor of its
                           products, that its owned products are original works
                           of authorship created by it, and that it has full
                           power and right to license its products and perform
                           all other terms applicable to it of this Agreement
                           without having to obtain the consent of any third
                           party which has not been obtained prior to granting
                           such license;

                  (c)      that it will honor the terms and conditions of the
                           End User License Agreement including use of its
                           products as part of the Combined Product, and will
                           not make any warranties to End Users other than those
                           contained in the End User License Agreement without
                           obtaining the consent of the other party hereto;

                  (d)      that the media on which it delivers its products will
                           remain free from defects in materials and workmanship
                           for a period of ninety days from the receipt by the
                           End User;

                  (e)      that its products substantially conform to the User
                           Documentation and specifications for same; and

                  (f)      that its products and any updates or other software
                           provided by it to the other party in development of
                           the Combined Product conform to the following Year
                           2000 definition:

                           The applications, systems, software and hardware,
                           including related supporting data and files, will
                           function correctly when dealing with dates/times, and
                           date/time related data in the following manner: (i)
                           said items will accurately process date/time data
                           (including calculating, comparing and sequencing)
                           from, into and between the 20th and 21st centuries,
                           and the years 1999 and 2000 and leap year
                           calculations; (ii) when used in combination with
                           information technology products from other vendors,
                           said items will accurately process time/date data
                           with the other vendor's information technology
                           products; and (iii) said items will neither contain
                           nor create any logical or mathematical inconsistency,
                           will not malfunction, and will not cease to function
                           when processing date/time data.

                           Each party shall promptly repair its products or any
                           other software it provides to the other party for use
                           in development of the Combined Product if
                           non-conformance to



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                           this Year 2000 compliance definition is discovered
                           during use or testing, regardless of which party
                           discovers such non-conformance.

          8.   Limitation of Warranties and Liability.

                  (a)      Limitations of Warranties. EXCEPT FOR THE LIMITED
                           WARRANTIES STATED ABOVE, EACH PARTY ACCEPTS THE OTHER
                           PARTY'S PRODUCTS PROVIDED UNDER THIS AGREEMENT "AS
                           IS," WITH ALL FAULTS AND WITHOUT OTHER WARRANTIES OR
                           CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED,
                           INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                  (b)      Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED
                           IN SECTION 8 OF THIS AGREEMENT, EACH PARTY'S
                           LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD PARTY
                           FOR A CLAIM OF ANY KIND ARISING AS A RESULT OF, OR
                           RELATED TO THE COMBINED PRODUCTS OR EITHER PARTY'S
                           PRODUCTS OR USER DOCUMENTATION PROVIDED PURSUANT TO
                           THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT
                           (INCLUDING NEGLIGENCE OR STRICT LIABILITY), UNDER ANY
                           WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO MONETARY
                           DAMAGES AND THE AGGREGATE AMOUNT THEREOF FOR ALL
                           CLAIMS RELATING TO ANY PARTICULAR PRODUCT SHALL IN NO
                           EVENT EXCEED AN AMOUNT EQUAL TO THE CUMULATIVE
                           PAYMENTS RECEIVED BY SUCH PARTY UNDER SECTION 5 OF
                           THIS AGREEMENT FOR THE PRODUCTS THAT GIVE RISE TO THE
                           CLAIM. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
                           LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR
                           INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
                           LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
                           THE POSSIBILITY OF SUCH DAMAGES, OR FOR WARRANTIES
                           GRANTED BY EITHER PARTY OR ANY THIRD PARTY IN EXCESS
                           OF THOSE CONTAINED IN THE OTHER PARTY'S STANDARD END
                           USER LICENSE AGREEMENT. NO ACTION, REGARDLESS OF
                           FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS
                           AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN
                           ONE (1) YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE
                           CAUSE OF ACTION OCCURRED.

          9.   Indemnification. Each party shall indemnify and hold harmless the
               other party from all claims, losses, damages, costs and expenses
               (including reasonable attorney's fees) that may arise from:

                  (a)      breaches of its covenants, representations and
                           warranties contained herein, or misrepresentations
                           made by it or its Distributors (Erin and David, we
                           need a definition for Distributor or we need to
                           delete this term as it is currently orphaned in this
                           agreement);

                  (b)      any warranties granted by it or its Distributors in
                           excess of those contained in the other party's
                           standard End User License Agreement;

                  (c)      inadequate installation, maintenance or support by it
                           or its Distributors;

                  (d)      the marketing of the other party's products by it or
                           its Distributors; or

                  (e)      any other act or omission by it or its Distributors
                           not in compliance with this Agreement provided that
                           the party seeking indemnification promptly gives
                           written notice of any claim to the other party;
                           provides any assistance reasonably requested by the
                           indemnifying party for the defense of the claim, and
                           the indemnifying party has complete control of the
                           defense of such claim.



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          10.  Confidentiality and Proprietary Rights.

                  (a)      Confidentiality. Each party acknowledges that it has
                           or may, during the course of this Agreement received
                           information relating to the other party's assets,
                           operations, clients, and past, present, and future
                           businesses, including but not limited to
                           developments, technical data, specifications,
                           designs, ideas, product plans, research and
                           development, personal information, financial
                           information, customer lists, business methods and
                           operations, and marketing programs, all of which are
                           proprietary exclusively with such other party and
                           involve trade secrets, know-how, techniques, and
                           combinations of known information of a character
                           regarded by such party as confidential (collectively,
                           "Confidential Information"). Each party acknowledges
                           that all the other party's Confidential Information
                           is material and confidential and greatly affects the
                           goodwill and the effective and successful conduct of
                           such other party and its businesses and operations,
                           and that maintaining confidentiality of the
                           Confidential Information is reasonably necessary to
                           protect the legitimate business interests of such
                           other party. Accordingly, each party hereby agrees to
                           receive all such Confidential Information in strict
                           confidence and that neither it nor any of its
                           officers, directors, representatives, employees or
                           agents (including any consultants, subcontractors or
                           advisors) shall, at any time, directly or indirectly,
                           divulge, reveal or communicate to any third party the
                           existence or the terms of this Agreement or any
                           Confidential Information to any person, firm,
                           corporation or entity whatsoever, or use, pursue or
                           exploit any Confidential Information for its own
                           benefit or for the benefit of others. Each party
                           agrees that, upon demand of the other party, it and
                           its officers, directors, representatives, employees
                           or agents (including any consultants or advisors)
                           shall immediately return to such other party all
                           tangible material pertaining to Confidential
                           Information in its possession or control. Each party
                           shall disclose and enforce in writing the
                           confidentiality provisions of this Agreement with all
                           its officers, directors, representatives, employees
                           or agents (including any consultants, subcontractors
                           or advisors).

                  (b)      Proprietary Rights. Title to the XCare.net Product
                           and all other products, trade secrets and other
                           proprietary information developed independently by
                           XCare.net, including without limitation all
                           copyrights thereto, shall remain with XCare.net at
                           all times. Title to the e-MEDx Product and all other
                           products, trade secrets and other proprietary
                           information developed independently by e-MEDx,
                           including without limitation all copyrights thereto,
                           shall remain with e-MEDx at all times. All software,
                           documentation or other products developed jointly by
                           and between XCare.net and e-MEDx, including
                           derivative works created jointly based on either the
                           XCare.net Product or the e-MEDx Product in the
                           development of the Combined Product shall be jointly
                           owned by XCare.net and e-MEDx and the parties shall
                           cooperate in and bear equally the expenses associated
                           with securing appropriate joint copyright
                           registrations and other forms of intellectual
                           property protection through engagement of mutually
                           acceptable counsel. Additionally, the parties agree
                           to cooperate and share equally the expenses of
                           conducting appropriate "right to use" or infringement
                           investigations prior to marketing the Combined
                           Product, and in the event of any claim based on the
                           Combined Product infringing a third party's
                           intellectual property rights based on the combination
                           of the XCare.net Product and the e-MEDx Product
                           rather than the XCare.net Product or the e-MEDx
                           Product not in combination, the parties shall
                           cooperate and share the expenses and any liability
                           imposed proportionately based on royalties received
                           by each party on sales of the Combined Product.

                           Each party agrees that all tangible objects
                           containing or relating to the other party's products
                           and all copies thereof are the sole and exclusive
                           property of such other party and upon termination of
                           this Agreement for any reason, each party will
                           forthwith return to the other party all of such other
                           party's products and User Documentation,



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                           magnetic media, instructions and all other related
                           materials in such party's possession furnished to it
                           hereunder and shall not retain any copies for its use
                           or for any purpose except as otherwise specifically
                           permitted by this Agreement, such as retention of a
                           minimal number of copies as reasonably necessary to
                           fulfill maintenance and support contractual
                           obligations with End Users. Neither party shall copy
                           any of the other party's products at any time for any
                           reason except as specifically permitted by this
                           Agreement. Neither party shall remove, cover, alter
                           or obfuscate any copyright notices or other
                           proprietary notices placed or embedded by the other
                           party on or in any of such other party's products.
                           Each party agrees not to decompile, disassemble, or
                           otherwise reverse engineer the software of the other
                           party's products. Each party agrees to take all
                           reasonable measures to protect the other party's
                           ownership rights and interest in all copyrights,
                           trade secrets, trademarks, service marks and other
                           property. Each party will promptly during the term of
                           this Agreement and thereafter, notify the other party
                           of any actual or suspected unauthorized use or
                           disclosure of such other party's products, User
                           Documentation, copyrights, trademarks, service marks
                           or trade secrets of which it has knowledge and will
                           cooperate fully in the investigation of such
                           unauthorized use or disclosure.

                  (c)      Source Code Escrows. Both parties shall deposit the
                           source code and associated design documentation of
                           all components of such software for their respective
                           Product that is incorporated in the Combined Product
                           as it may be modified from time to time, and, in the
                           event that either party develops new software in
                           order to create the Combined Product, such party
                           agrees to deposit the source code and associated
                           design documentation of all components of such
                           software with a mutually acceptable escrow agent
                           (such source code and documentation hereinafter
                           referred to as the "Deposited Material"). The parties
                           shall enter into an escrow agreement which shall
                           contain instructions to release the Deposited
                           Materials, 1) pursuant to the terms of the Option
                           Agreement, and; 2) otherwise to the party that did
                           not develop them in the event that such party
                           notifies the escrow agent that (i) the developing
                           party has materially breached and fails or refuses to
                           perform under this Agreement; or (ii) any bankruptcy,
                           reorganization, debt arrangement, or proceeding under
                           any bankruptcy or insolvency laws or any dissolution
                           or liquidation proceeding commenced by or against the
                           developing party and as to such case or proceeding
                           not commenced by the developing party, not dismissed
                           within sixty (60) days.

                  (d)      Remedies. In the event of a breach of any of the
                           provisions of this Section, the non-breaching party
                           will not have an adequate remedy in money or damages,
                           and accordingly shall, in addition to any other
                           available legal or equitable remedies, be entitled to
                           an injunction against such breach without any
                           requirements to post bond as a condition of such
                           relief.

          11.  Term and Termination

                  (a)      Term. This Agreement shall be effective on the date
                           set forth above and shall be a three (3) year
                           Agreement unless terminated pursuant to the terms
                           contained below.

                  (b)      Termination. EITHER PARTY MAY TERMINATE THIS
                           AGREEMENT WITHOUT CAUSE WITH NINETY (90) DAYS WRITTEN
                           NOTIFICATION. ADDITIONALLY, this Agreement may be
                           terminated in the event of a material breach. The
                           non-breaching party must provide NINETY (90) DAYS
                           written NOTIFICATION specifying such material breach,
                           if the breaching party fails to cure the breach
                           within a thirty (30) day period.

                  (c)      Automatic Termination. Either party may terminate
                           this Agreement, effective immediately upon written
                           notice, if: (i) all or a substantial portion of the
                           assets of the other party are transferred to an
                           assignee for the benefit of creditors, to a receiver
                           or



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                           to a trustee in bankruptcy; (ii) a proceeding is
                           commenced by or against the other party for relief
                           under bankruptcy or similar laws and such proceeding
                           is not dismissed within sixty (60) days; or (iii) the
                           other party is adjudged bankrupt or insolvent. Upon
                           such a termination by either party, the party
                           terminating this Agreement shall be entitled to
                           obtain the release and receive any escrowed source
                           code, object code and documentation for the software
                           included in the Combined Product.

                  (d)      Effect of Termination. All licenses and other rights
                           granted by each party to the other party hereunder
                           shall become null and void upon the termination of
                           this Agreement, except: (i) for the End User licenses
                           for XCare.net or e-MEDx Product previously
                           distributed by e-MEDx or XCare.net or their
                           Distributors, and (ii) for a limited license to
                           e-MEDx or XCare.net to use XCare.net or e-MEDx
                           Product, respectively, for the sole purpose of
                           fulfilling any contractual obligations for
                           maintenance and support services to End Users.

                  (e)      Post-Termination Phase-Out. Each party's right to use
                           the others product as part of the Combined Product as
                           of the effective date of the termination, shall cease
                           one hundred twenty (120) days after the effective
                           date of termination.

          12.  General Provisions.

                  (a)      No Agency. The parties hereto shall at all times be
                           independent contractors and shall so represent
                           themselves to all third parties. The parties hereto
                           acknowledge and agree that this Agreement is intended
                           to create and further a cooperative business alliance
                           relationship, but neither party has granted to the
                           other the right to bind it in any manner or thing
                           whatsoever and nothing herein shall be deemed to
                           constitute either party the agent or legal
                           representative of the other nor to legally constitute
                           the parties as partners, agents or joint ventures of
                           one another. Any purchase order or other document
                           issued by either party which includes the other
                           party's products shall be deemed to be issued only
                           for administrative convenience and no term or
                           condition thereof shall be binding on either party
                           hereto.

                  (b)      Assignment; Binding Nature. Neither party may assign
                           this Agreement or any of its respective obligations
                           hereunder to any third party or entity, and this
                           Agreement may not be involuntarily assigned or
                           assigned by operation of law without the prior
                           written consent of the other party, which consent
                           shall not be unreasonably withheld. Any attempted
                           assignment in contravention of this Agreement shall
                           be null and void as to the alleged assignor and
                           assignee. The provisions hereof shall be binding upon
                           and inure to the benefit of the parties, their
                           successors and permitted assigns.

                  (c)      Insurance. Each party shall maintain insurance and
                           shall include, without limitation, comprehensive
                           general liability, including contract liability, and
                           products liability coverage, and statutory workers'
                           compensation insurance each of limits of at least one
                           million dollars ($1,000,000) and errors and
                           omissions, including intellectual property
                           infringement liability, with limits of at least five
                           million dollars ($5,000,000).

                  (d)      Survival. Sections 4(c)(iv) (Notification and Record
                           Requirements), 4(c)(v) (Compliance with Law), 5
                           (Payment, Order and Shipment), 6 (Representations and
                           Warranties), 7 (Limitation of Warranties and
                           Liability), 8 (Indemnification), 9 (Confidentiality
                           and Proprietary Rights), 10(d) (Effect of
                           Termination), 10(e) (PostTermination Phase-Out), and
                           11 (General Provisions) shall survive termination of
                           this Agreement.

                  (e)      Headings. The section and subsection headings
                           contained in this Agreement are for purposes of
                           convenience and reference only, and shall not affect
                           in any way the meaning or interpretation of this
                           Agreement.



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                  (f)      Governing Law: Prevailing Party Recovery. This
                           Agreement shall be governed by the laws of the STATE
                           OF DELAWARE, and any action taken by any party
                           resulting from a dispute regarding the terms of this
                           Agreement shall be heard exclusively in the local
                           Federal or State courts in the venue of the STATE OF
                           DELAWARE and the parties hereto consent to personal
                           jurisdiction in such forum. If either party hereto is
                           required to engage in litigation against the other
                           party hereto, either as plaintiff or as defendant, in
                           order to enforce or defend its rights under this
                           Agreement, and such litigation results in a final
                           judgment in favor of such party (the "Prevailing
                           Party"), then the party against whom said final
                           judgment is obtained shall reimburse the Prevailing
                           Party for all direct, indirect and incidental
                           expenses incurred, including, but not limited to, all
                           attorney's fees, court costs and other expenses
                           incurred throughout all negotiations, trials or
                           appeals undertaken in order to enforce the Prevailing
                           Party's rights hereunder.

                  (g)      Notices. All notices permitted or required under this
                           Agreement shall be effective only if in writing, and
                           shall be deemed to have been given (and received)
                           when personally delivered, or on the next business
                           day after the date on which deposited with a
                           regulated public carrier (e.g., Federal Express),
                           with a return receipt requested or equivalent thereof
                           administered by such regulated public carrier, or
                           when sent via facsimile with confirmation of delivery
                           to the facsimile numbers set forth below for the
                           respective receipt, addressed to the President of the
                           party for whom intended at the address set forth
                           above:

                              If to e-MEDx:           E-MEDx, Inc.
                                                      7201 Wisconsin Avenue
                                                      Suite 620
                                                      Bethesda, Maryland 20814
                                                      Tel. No.: 301.654.8999
                                                      Fax No.: 301.654.8996
                                                      Attn: John Dwyer

                              If to XCare.net:        XCare.net, Inc.
                                                      6400 South Fiddlers
                                                        Green Circle
                                                      14th Floor
                                                      Englewood, CO 80111
                                                      Tel. No.: 303.488.2019
                                                      Fax No.: 303.488.9705
                                                      Attn: Lorine Sweeney

                  (h)      Entire Agreement. This Agreement supersedes any prior
                           agreements or understandings between the parties,
                           whether express or implied or written or oral,
                           including specifically that certain Letter of
                           Understanding between the parties hereto dated
                           December 23, 1999, and constitutes the entire
                           understanding of the parties as to the matters set
                           forth herein. Neither party shall be bound by any
                           representations, warranties, promises, statements or
                           information as to the matters which are the subject
                           of this Agreement, unless such are specifically set
                           forth herein.

                  (i)      Amendment; Waiver. No attempted amendment,
                           modification, termination, discharge or
                           (collectively, "Amendment") of this Agreement shall
                           be effective unless it is in writing and signed by
                           both parties hereto. No waiver of any provision of
                           this Agreement shall be effective unless it is in
                           writing and signed by the party against whom it is
                           asserted, and any such written waiver shall only be
                           applicable to the specific instance to which it
                           relates and shall not be deemed to be a continuing or
                           future waiver.



CONFIDENTIAL                         9 of 9
<PAGE>   10

                  (j)      Force Majeure. Neither party shall be responsible for
                           any failure to perform due to unforeseen
                           circumstances or for causes beyond its control which
                           prevents such party from performing under this
                           Agreement, provided that such party provides notice
                           to the other party describing the circumstances
                           alleged to constitute force majeure. Such party shall
                           be permitted to delay its performance only for as
                           long as the circumstances constituting force majeure
                           are present.

                  (k)      Severability. This Agreement is intended to be
                           performed in accordance with and only to the extent
                           permitted by all applicable laws, ordinances, rules
                           and regulations of the jurisdictions in which the
                           parties do business. If any provision of this
                           Agreement, or the application thereof to any person
                           or circumstances shall, for any reason or to any
                           extent, be invalid or unenforceable, the remainder of
                           this Agreement and the application of such provision
                           to other persons or circumstances shall not be
                           affected thereby, but rather shall be enforced to the
                           greatest extent permitted by law.

                  (l)      Counterparts. This Agreement and any amendments may
                           be executed in one or more counterparts, each of
                           which shall be deemed an original, but all of which
                           together shall constitute one and the same
                           instrument.

                  (m)      Further Assurances. The parties hereto agree to
                           execute and deliver such further instruments and do
                           such further acts and things as may be reasonably
                           necessary or required to carry out the intent and
                           purposes of this Agreement.

         13. PUBLICITY: THE PARTIES SHALL WORK TOGETHER AS MUTUALLY AGREED UPON
         TO ISSUE A PUBLICITY AND GENERAL MARKETING COMMUNICATION CONCERNING THE
         EXECUTION OF THIS AGREEMENT. NEITHER PARTY SHALL ISSUE SUCH PUBLICITY
         AND GENERAL MARKETING COMMUNICATION WITHOUT THE PRIOR WRITTEN CONSENT
         OF THE OTHER PARTY (NOT TO BE UNREASONABLY WITHHELD). NEITHER PARTY
         SHALL DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY THIRD-PARTY OTHER
         THAN TO COUNSEL, AUDITORS AND FINANCIAL ADVISORS EXCEPT AS REQUIRED BY
         LAW.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
         the date set forth above.


                                        E-MEDX:


                                        e-MED, Inc.


                                        By: /s/ DAVID C. BJORK
                                            -------------------------------

                                        Name:   David C. Bjork
                                            -------------------------------

                                        Title:  Executive VP Sales & Mktg.


                                        XCARE.NET:


                                        XCare.net, Inc.


                                        By: /s/ THOMAS M. PIANTO
                                            -------------------------------

                                        Name:   Thomas M. Pianto
                                            -------------------------------

                                        Title:  Sr. VP of Sales & Bus. Div.



CONFIDENTIAL                         10 of 10

<PAGE>   11


                         ATTACHMENT A - e-MEDx PRODUCTS

The following e-MEDx products are incorporated as a part of this agreement.

         1.   MEDADVICE(R) 2001   UTILIZATION/CARE MANAGEMENT/DISEASE MANAGEMENT
                                  SOFTWARE
         2.   e-PHA              PREDICTIVE HEALTH ASSESSMENT TOOLS
         3.   e-IDM              INTEGRATED CHRONIC DISEASE MANAGEMENT PROGRAMS

         possible additions:

         1.   e-CONSULT          PRE-CONSULTATION VISIT FORMS
         2.   e-PSS              PATIENT SATISFACTION SURVEYS

It is intended that certain products be private-labeled and sold by XCare.net as
their own product. For other products the intent is to work in a co-marketing
manner. The responsibilities of each party and financial arrangements for both
types of relationships are described in Attachment F.

PRODUCT DESCRIPTIONS:

MEDADVICE(R) 2001

e-MEDx empowers the desktop of the Utilization Management and Case Management
department(s) with a fully-functioning application suite -- MEDADVICE(R) 2001.
This product supports Utilization and Case Management functions. Major system
components include:

                  o        Referral Management

                  o        Pre-certification and Treatment Authorization
                           Management

                  o        Case Management

                  o        UM Decision-support

                  o        Web-based Authorization Management

                  o        Web-based Inquiries for Providers

e-PHA

e-PHA is a web-based healthcare application that enables care management
organizations and/or employers to assess the health risk of their
members/employees and to take appropriate corrective action.

Through the use of e-PHA patients provide information about themselves that
allows the likelihood that they will need care during the next 12 months to be
predicted with great accuracy. By analyzing and providing health improvement
recommendations and techniques to each respondent, e-PHA helps improve the
wellness of the population. In addition, the product identifies the fraction of
the population with the greatest likelihood of needing care, and provides an
effective way for a care management organization or a Call Center to
pro-actively address those higher-risk individuals.

e-IDM

e-IDM is a web-based healthcare application that enables provider organizations
to efficiently and effectively plan and implement the care of patients with
chronic diseases.



CONFIDENTIAL                         11 of 11
<PAGE>   12

Through the use of e-IDM, a provider can quickly identify the most appropriate
care guidelines for a patient with a chronic disease. The provider can then use
e-IDM to create a plan for the patient based on those guidelines. The plan
contains alerts which will notify the provider both when clinical data suggests
that a change to the plan might be required and when the time has come for some
further action -- eg, an office visit, a phone call to the patient, a test.
e-IDM allows providers to use explicit care plans to manage the care of their
patients -- but in a way that not only does not increase the amount of time that
needs to be spent attending to the patient, but actually decrease the time.



CONFIDENTIAL                         12 of 12
<PAGE>   13

                       ATTACHMENT B -- XCARE.NET PRODUCTS

The following Xcare.net products are incorporated as a part of this agreement.

          1. eXtensible CARE             CLAIMS PROCESSING/MANAGED CARE SYSTEM
          2. EXPERTPRACTICE.COM          CREDENTIALING SOFTWARE
          3. INFOMINERS                  DECISION SUPPORT & AD HOC REPORTING

          possible additions:

          4. MULTI-PAYER ELIGIBILITY     ON-LINE ELIGIBILITY VERIFICATION
          5. MULTI-PAYER REFERRAL        ON-LINE REFERRAL SUBMISSION
          6. MULTI-PAYER CLAIMS          CLAIMS SCRUBBING, ROUTING, STORING AND
                                          CLEARINGHOUSE.

It is intended that certain products be private-labeled OR CO-BRANDED and sold
by e-MEDx as their own product. For other products the intent is to work in a
co-marketing manner. The responsibilities of each party and financial
arrangements for both types of relationships are described in Attachment F.

PRODUCT DESCRIPTIONS:

eXtensible CARE

The eXtensible CARE MCIS provides a powerful back-office application for the
processing of managed care transactions by health plan payers and at-risk
provider organizations. The eXtensible CARE system fully supports each of the
transaction extensions of the XCare.net eHealth products and services.
Additionally, the eXtensible CARE system provides market space differentiation
relative to competition through the inclusion of a managed care information
system into the overall business model, allowing Xcare.net customers to
immediately support transactions on the Internet.

In a single, integrated system, eXtensible CARE's enrollment, claims and
capitation modules handle the full spectrum of managed care products, contracts
and services. Major functionality includes subscriber/member enrollment, group
contracting, billing, broker commissions, provider contracting, utilization
management, claims, capitation and fund accounting, Medicaid and Medicare,
reporting, letter generation and communications tracking. Core modules have been
designed for seamless integration with a suite of best-of-breed partner
applications to provide additional key functions in the areas of case
management, imaging and workflow, physician credentialing and decision support.

EXPERTPRACTICE.COM

EXPERTPRACTICE.COM'S online physician credentialing solution is dedicated to
delivering a full suite of credentialing applications to help providers reduce
the hassle and expense of participation in payer networks and provider panels.
Additionally, the online credentialing solution uses the accessibility and
convenience of the Internet to deliver proven tools that help health care
professionals and their administrative staff save time and money, increase
administrative efficiency, fuel practice growth and enhance professional health
care office operations.

The use of the Internet to deliver the solution benefits customers as they are
never burdened by old, obsolete software. EXPERTPRACTICE.COM'S approach of
offering an online credentialing solution delivers a positive ROI and increases
productivity, efficiency and growth within health care practices.



CONFIDENTIAL                         13 of 13
<PAGE>   14

Features and Benefits:

SNAPPNET --

SNAPPNET outputs custom forms and applications with the single push of a button.
All customers do is create a one-time, in-depth profile that covers the spectrum
of professional and practice data typically asked on credentialing applications
and other related forms. The completed profile is stored in EXPERTPRACTICE.COM's
secure database, which can be accessed and reviewed or updated at any time. When
a new application or form is needed, the customer can choose the appropriate
selection from an extensive library and SNAPPNET automatically inserts the
appropriate information into the requested document.

Check the advantages SNAPPNET delivers:

      o     Allows customers to enter data once and use it unlimited times.

      o     Automatically fills out and prints applications and forms.

      o     Eliminates time-consuming processing of lengthy forms.

      o     Custom pre-entered practice data to suit virtually any credentialing
            document.

      o     Easy access to data for updates and modifications.

      o     Security through password-protected entry.

CREDENTIALSAGENT --

CREDENTIALSAGENT puts customers in control of the credentialing process and
takes away the hassle of completing and managing thousands of pieces of paper.
CREDENTIALSAGENT combines a repository for the health care professional's
credentialing documents (e.g., licenses, malpractice certificates,
educational/CME information, etc.) with a provider-centric credentialing
verification service. It also gives customers an agent who can be the
coordinator and representative to health plan and hospital administrative staff,
alleviating the time consuming process of responding to multiple requests for
credentials.

All customers do is create a profile online and then send EXPERTPRACTICE.COM the
usual credentialing source documents, that are verified in compliance with the
national accreditation organizations. Customers have online access to the file
at all times, so it's easy to stay updated on the verification process and to
update the file just once when changes need to be made.

Once primary source verification is complete, all data is stored in
EXPERTPRACTICE.COM's secure database and refreshed on a real-time basis. We
interact with payers on the customers behalf, so they never again have to
provide information in hardcopy form when they apply for HMO/PPO network
participation or to join a hospital staff. Plus, they will be eligible to
receive new patient referrals and additional revenue more quickly, as
CREDENTIALSAGENT reduces the time it takes payers to complete the credentialing
process from several months to a couple of weeks.

With CREDENTIALSAGENT, customers can:

      o     Control the credentialing process for network participation and
            hospital privileges.

      o     Have online access to files any time to see credentialing status, as
            well as view and change the list of organizations authorized to view
            their information.

      o     Provide authorization to whichever organizations they choose,
            allowing them to view the information at their convenience.

      o     Make a change to the file and have it immediately update all
            affiliated plans and hospitals.



CONFIDENTIAL                         14 of 14

<PAGE>   15

      o     Enjoy the convenience of a single storage and update site for all
            credentialing documents, secured by password protected entry.

      o     Feel confident knowing that credentials receive in-depth
            verification conducted in accordance with standards set by NCQA,
            JCAHO and URAC.

Cut the time between application and new patient referrals from several months
to a couple of weeks (and sometimes even days), thereby increasing practice
revenue.

INFOMINERS

INFOMINERS is a data warehouse solution developed by experts with years of
experience in the managed care industry. The software is written in the language
and context of managed care resulting in data that is organized and presented in
a way that addresses the industry's key challenges. INFOMINERS consolidates
enterprise-wide information into one warehouse environment. As a result, users
can access the same information to support the specific decisions of their
functional area.

Additionally, with INFOMINERS, clients are free from the burden of analyzing
operational systems, evaluating and selecting individual database and
navigational tools, designing the database, and writing the numerous programs
necessary to administer the database. Instead, INFOMINERS provides a
ready-to-install package that is fully compatible with existing information
systems and can be customized to support individual content and report
requirements. The "best of breed" navigational tools incorporated into the
solution are easy to use and totally intuitive. Information is retrieved, viewed
and shared with the click of a mouse. In this user-friendly environment, even
PC- novices can quickly become productive with little or no support from IT.



CONFIDENTIAL                         15 of 15

<PAGE>   16

          ATTACHMENT C -- XCARE.NET TRAINING & CONSULTATION PLAN

XCare.net is obligated and has incentive to provide adequate training to the
e-MEDx sales team. The training program will be designed to enable the e-MEDx
sales team to be productive as quickly as possible after the start of this
Agreement.

At a minimum, this program will include (for each product):

          1.   A PowerPoint Slide Presentation

          2.   Product Highlight Sheets

          3.   Pricing and Packaging

          4.   Availability to a Demonstration of the product

          5.   Appropriate amount of discussion and training by a qualified
               instructor

XCare.net will participate in a two-day e-MEDx Sales Meeting that will be
devoted to sales training and will be scheduled within the first two months of
this agreement. Participation in future sales meetings will be scheduled on an
as needed basis.


NOTE: All expenses for travel and expenses will be the responsibilities of the
parties incurring the expenses (there will be no billing of expenses to the
other parties).



CONFIDENTIAL                         16 of 16

<PAGE>   17
          ATTACHMENT D -- E-MEDX TRAINING & CONSULTATION PLAN

e-MEDx is obligated and has incentive to provide adequate training to the
XCare.net sales team. The training program will be designed to enable the
XCare.net sales team to be productive as quickly as possible after the start of
this Agreement.

At a minimum, this program will include (for each product):

          6.   A PowerPoint Slide Presentation

          7.   Product Highlight Sheets

          8.   Pricing and Packaging

          9.   Availability to a Demonstration of the product

          10.  Appropriate amount of discussion and training by a qualified
               instructor

e-MEDx will participate in a two-day XCare.net Sales Meeting that will be
devoted to sales training and will be scheduled within the first two months of
this agreement. Participation in future sales meetings will be scheduled on an
as needed basis.



NOTE: All expenses for travel and expenses will be the responsibilities of the
parties incurring the expenses (there will be no billing of expenses to the
other parties).




CONFIDENTIAL                         17 of 17
<PAGE>   18

              ATTACHMENT E -- COMBINED PRODUCT PROJECT DESCRIPTION

Initially, the combined product will be the combination of XCare.net's
eXtensible CARE (claims management) product with e-MEDx's MedAdvice(R) 2001
(utilization & case management) product. The coupling of these products is
contemplated as follows:

      PHASE 1

      o     Provider File Interface (x.12)

      o     Member Eligibility Interface (x.12)

      o     Authorization Interface (x.12)

      PHASE 2

      o     Benefits Interface

      o     Auto Authorization Process (web-based auths)

      PHASE 3

      o     Infominers Decision Support and Reporting Tool Integration

      FUTURE

      o     ExpertPractice.com Integration



CONFIDENTIAL                         18 of 18

<PAGE>   19

                      ATTACHMENT F -- FINANCIAL ARRANGEMENT
                      -------------------------------------


CO-MARKETING ARRANGEMENT

         DEFINITION: The organization that owns the software sells, installs,
         and supports their product. The co-marketing partner invites the
         product author/owner into a prospective opportunity to sell their
         product. All costs associated with the sale are the responsibility of
         the product author/owner.

         PRODUCTS: The following products are being categorized as co-marketed
         products:

                   XCARE.NET PRODUCTS:
                   eXtensible CARE

                   E-MEDX PRODUCTS:
                   MedAdvice(R) 2001

         FEES: Co-marketing fees for this relationship are set at  *  for both
         all co-marketed products. The author pays the co-marketer  *  of the
         (projected) first-year revenue in recognition of the introduction/lead.
         This payment is due upon receipt of  *  of the first year (projected)
         revenues.

PRODUCT RESELLING ARRANGEMENT

         DEFINITION: The selling organization to take full sales, installation,
         support and training responsibilities for all products, regardless of
         the organization that owns/authors the products.

         PRODUCTS: The following products are being categorized as co-marketed
         products:

               COMBINED PRODUCT: XCARE.NET WILL HOST THE SERVER AND PROVIDE ALL
               EQUIPMENT REQUIRED TO SUPPORT THE COMBINED PRODUCT. ADDITIONALLY,
               XCARE.NET WILL PROVIDE THE FIRST LEVEL OF SUPPORT, INSTRUCTION,
               AND OTHER SUPPORT TO NEW COMBINED PRODUCT END USERS REGARDING THE
               USE OF THE COMBINED PRODUCT IN ACCORDANCE WITH THE PLAN SET FORTH
               IN ATTACHMENTS C AND D ATTACHED HERETO.

               XCARE.NET PRODUCTS:

               ExpertPractice.com     Credentialing for Physicians (REVENUE
                                      SHARING BASED ON PROFIT MARGIN)
               Infominers             Decision Support Tools (REVENUE SHARING
                                      BASED ON PROFIT MARGIN)

               E-MEDX PRODUCTS:
               e-PHA                  Predictive Health Assessment Tool
               e-IDM                  Integrated CHRONIC Disease Management
                                      Programs

               FEES:                  Revenue splits will be as follows:

<TABLE>
<CAPTION>
PRODUCT                                SALES ORG.        NON-SALES ORG.   SERVER HOST
-------                                ----------        --------------   -----------
<S>                                    <C>               <C>              <C>
ExpertPractice(1)                           *                   *              *
Infominers(1)                               *                   *              *

e-PHA(2)                                    *                   *              *
e-IDM                                       *                   *              *
</TABLE>



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

CONFIDENTIAL                         19 of 19
<PAGE>   20


      1.   Must be hosted by XCare.net

      2.   Must be hosted by e-MEDx

      (When Server Hosting does not exist, the Sales Organization split is
       increased by  * )



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

CONFIDENTIAL                         20 of 20

<PAGE>   21
COMPETITIVE SITUATIONS

It is expected that from time to time, e-MEDx and XCare.net will encounter
situations in which they are, or could, compete for the same client's business.
In these situations, the companies will adhere to the policy that the first
organization into an account will be the organization that works to win the
business -- the other organization will professionally exit the opportunity, and
promote the remaining party to the client. When extenuating circumstances (like
a special connection or other reason) may improve the chances of one
organization to win an opportunity over the other, or when there is
confusion/disagreement about who was in first, these situations will be
escalated to the designated senior executives within each company, and a
decision will be made at that level.

Those currently designated for this role are:

                         For e-MEDx:         David C. Bjork
                                             EVP, Sales & Marketing

                         For XCare.net:      Tom Pianko
                                             SVP, Sales & Business Development

PRICING

Retail pricing for products identified within this agreement is the
responsibility of the owner/author of the software. Prices will be market-driven
and published on a quarterly basis for the Reseller. Special pricing
considerations that have not be contemplated in the published pricing (i.e.
large volume deals) will be determined on a case-by-case basis by the designated
senior executives within each company.

Those currently designated for this role are:


                         For e-MEDx:         David C. Bjork
                                             EVP, Sales & Marketing

                         For XCare.net:      Tom Pianko
                                             SVP, Sales & Business Development




CONFIDENTIAL                         21 of 21

<PAGE>   22

                      ATTACHMENT F -- FINANCIAL ARRANGEMENT

CO-MARKETING ARRANGEMENT

         DEFINITION: The organization that owns the software sells, installs,
         and supports their product. The co-marketing partner invites the
         product author/owner into a prospective opportunity to sell their
         product. All costs associated with the sale are the responsibility of
         the product author/owner.

         PRODUCTS: The following products are being categorized as co-marketed
         products:

                   XCARE.NET PRODUCTS:
                   eXtensible CARE

                   E-MEDX PRODUCTS:
                   MedAdvice(R) 2001

         FEES: Co-marketing fees for this relationship are set at 10% for both
         all co-marketed products. The author pays the co-marketer 10% of the
         (projected) first-year license or transaction fees in recognition of
         the introduction/lead. This payment is due upon receipt of 50% of the
         first twelve months (projected) cash.

         At the conclusion of the twelve month period, an adjustment will be
         calculated by the product owner/author based on actual license fees
         generated by the client relationship. Once the actual fee is accounted
         for in a mutually agreed upon manner, a check or invoice will be sent
         to the comarketing partner within sixty days after the end of the
         twelve month period.

PRODUCT RESELLING ARRANGEMENT

         DEFINITION: The selling organization to take full sales, installation,
         support and training responsibilities for all products, regardless of
         the organization that owns/authors the products.

         PRODUCTS: The following products are being categorized as co-marketed
         products:

                  COMBINED PRODUCT: XCare.net will host the server and provide
                  all equipment required to support the Combined Product.
                  Additionally, XCare.net will provide the first level of
                  support, instruction, and other support to new Combined
                  Product End Users regarding the use of the Combined Product in
                  accordance with the plan set forth in Attachments C and D
                  attached hereto.

                  XCARE.NET PRODUCTS:
                  ExpertPractice.com         Credentialing for Physicians
                  Infominers                 Decision Support Tools

                  E-MEDX PRODUCTS:
                  e-PHA                      Predictive Health Assessment Tool
                  e-IDM                      Integrated Chronic Disease
                                             Management Programs



CONFIDENTIAL                         19 of 20

<PAGE>   23
         FEES: Revenue splits will be based on the "net license fees" (net of
         any licensing costs to third parties) of the product over the term of
         the agreement. Installation fees, maintenance fees, or other
         resource-based fees are excluded from this agreement. Splits are
         calculated as follows:

<TABLE>
<CAPTION>
PRODUCT                SALES ORG.         NON-SALES ORG.       SERVER HOST
-------                ----------         --------------       -----------
<S>                    <C>                <C>                  <C>
ExpertPractice.com(1)      *                    *                    *
Infominers(1)              *                    *                    *
e-PHA(2)                   *                    *                    *
e-IDM(2)                   *                    *                    *
</TABLE>

         1. Must be hosted by XCare.net, and will be sold by e-MEDx

         2. Must be hosted by e-MEDx, and will be sold by Xcare.net

         (When Server Hosting does not exist, the Sales Organization split is
         increased by  * )

COMPETITIVE SITUATIONS

It is expected that from time to time, e-MEDx and XCare.net will encounter
situations in which they are, or could, compete for the same client's business.
In these situations, the companies will adhere to the policy that the first
organization into an account will be the organization that works to win the
business--the other organization will professionally exit the opportunity, and
promote the remaining party to the client. When extenuating circumstances (like
a special connection or other reason) may improve the chances of one
organization to win an opportunity over the other, or when there is
confusion/disagreement about who was in first, these situations will be
escalated to the designated senior executives within each company, and a
decision will be made at that level.

Those currently designated for this role are:

          For e-MEDx:        David C. Bjork
                             EVP, Sales & Marketing


          For XCare.net:     Tom Pianko
                             SVP, Sales & Business Development

Retail pricing for products identified within this agreement is the
responsibility of the owner/author of the software. Prices will be market-driven
and published on a quarterly basis for the Reseller. Special pricing
considerations that have not be contemplated in the published pricing (i.e.
large volume deals) will be determined on a case-by-case basis by the designated
senior executives within each company.

Those currently designated for this role are:

          For e-MEDx:        David C. Bjork
                             EVP, Sales & Marketing


          For XCare.net:     Tom Pianko
                             SVP, Sales & Business Development



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

CONFIDENTIAL                         20 of 20