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                                                                    EXHIBIT 10.6

                                   AGREEMENT

This Alliance Agreement ("Agreement") is effective as of this sixth (6th) day of
October, 1998 (the "Effective Date"), between WASHINGTON HOSPITAL SERVICES, INC.
("WHS") with its principal offices at 300 Elliot Avenue West, Suite 300,
Seattle, Washington 98119-4118 and POINTSHARE CORPORATION ("Pointshare"), with
its principal offices at 1300 114th Avenue SE, Suite 100, Bellevue, Washington
98004.

1.   RECITALS

a)   Pointshare provides on-line services for the healthcare industry.

b)   WHS is engaged in offering innovative and cost-saving programs to hospitals
     and other health service providers (hereinafter referred to as
     "Providers").

c)   WHS is a wholly owned subsidiary of the Washington State Hospital
     Association ("WSHA"). WHS contracts with vendors in order to make their
     services and products available to Providers.

d)   The parties desire to set forth the terms and conditions under which WHS
     and Pointshare will cooperate to develop and market the Member Services (as
     defined below) in Washington State.

In consideration of the foregoing and the agreements contained herein, the
parties agree as follows:

2.  DEFINITIONS

a)   "WSHA.net Statewide Intranet Services" shall mean the services provided by
     Pointshare to WSHA as set forth in Attachment A.

b)   "WSHA.net Statewide Intranet" shall mean the WSHA.net web site and secure
     member connections provided by Pointshare.

c)   "WSHA Authorized User" WSHA or WHS employees or contractors who are
     authorized by WSI-IA to access and use the WSHA.net Statewide Intranet
     Services.

d)   "Member" shall mean WA State hospitals that are members of the Washington
     State Hospital Association, and other "WHS Non-hospital Web Clients" as set
     forth on Attachment C; but shall exclude "Existing Pointshare Hospital
     Clients and Active Sales Prospects" as also set forth on Attachment C.

e)   "Medical Intranet" shall mean Pointshare's community medical intranets
     across Washington State through which Pointshare delivers its services.

f)   "Online Services" shall mean services that may be accessed using a standard
     web browser for the purpose of viewing and retrieving informational content
     or performing transactions; but shall not mean services accessed using a
     web browser that require data integration to customers' information systems
     (e.g., interfacing into a hospital information system). Examples of "Online
     Services" include eligibility verification, referral processing, organized
     access to Internet informational content, purchasing sites, and online
     provider directory services. "Online Services" include the services
     described in the Online Service Package described in Attachment B (Package
     2)

g)   "Member Services" shall mean Pointshare services provided to Members as set
     forth in Attachment B.

h)   "Member Set-up Receipts" shall mean receipts from initial, set-up services
     requested and paid for by WSHA Members, such services being described in
     the Set-up columns of the sample Member packages set forth in Attachment B.


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i)   "Subscriber" shall mean a Provider that enters into an agreement with
     Pointshare to receive Member Services.

j)   "Member User" shall mean an individual Member Subscriber or individual
     employed by a Member Subscriber who is provided with an account and is
     authorized to access and use the Member Services.

k)   "Proprietary Rights" shall mean all rights in the WSHA.net Services and
     Member Services, and Pointshare's Confidential Information, including, but
     not limited to, patents, copyrights, authors' rights, trademarks, trade
     names, know-how and trade secrets, irrespective of whether such rights
     arise under U.S. or international intellectual property, unfair competition
     or trade secret laws.

l)   "Confidential Information" of a party shall mean any information disclosed
     by that party to the other party pursuant to this Agreement which is in
     written, graphic, machine readable or other tangible form and is marked
     "Confidential," "Proprietary" or in some other manner to indicate its
     confidential nature. Confidential Information may also include oral
     information disclosed by one party to the other pursuant to this Agreement,
     provided that such information is designated as confidential at the time of
     disclosure and is reduced to writing by the disclosing party within a
     reasonable time (not to exceed thirty (30) days) after its oral disclosure,
     and such writing is marked in a manner to indicate its confidential nature
     and delivered to the receiving party.

3.   POINTSHARE'S RIGHTS AND RESPONSIBILITIES

a)   WSHA.net Statewide Intranet Services. Pointshare will provide the WSHA.net
     Statewide Intranet Services to WSHA and WSHA Authorized Users in a timely
     and professional manner.

b)   Member Services. Pointshare will provide the Member Services to Subscribers
     in a timely and professional manner.

c)   Program Manager. Pointshare will assign a full-time program manager to
     oversee the sales and marketing efforts of the strategic alliance in
     addition to coordinating Pointshare technical and project management
     resources required to deliver the WSHA.net Statewide Intranet Services and
     the Member Services.

d)   Quality Program. Pointshare will maintain a quality program dedicated to
     the continuous improvement of Pointshare online services to WSHA and its
     Members.

e)   WSHA Recognition. Pointshare will publicly recognize the Washington State
     Hospital Association as a value-added sponsor of Pointshare services as
     well as a valued Pointshare client. Additionally, Pointshare will
     prominently display WSHA's logo and name on supplemental marketing
     literature directed to WSHA members.

f)   Member Contracts. Pointshare will contract directly with WSHA Members for
     the Member Services.

g)   Network Access. Pointshare will use reasonable commercial efforts to
     provide the WSHA.net Statewide Intranet Services 24 hours per day, 7 days
     per week.

h)   Help Desk Support. Pointshare will provide Help Desk support to WSHA
     Authorized Users and Member Users during normal business hours (Monday --
     Friday, 8AM -- 5PM PT). Additionally, Pointshare will provide on call
     technical support for the purpose of responding to mission critical,
     downtime issues outside of normal business hours.

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                                   AGREEMENT

i)   Network Security. Pointshare will use reasonable commercial efforts to
     maintain the security of the WSHA.net Statewide intranet Services.

4.   WHS RIGHTS AND RESPONSIBILITIES

a)   Marketing and Promotion. With the exception of Online Services, WHS will
     actively market and promote Pointshare and Pointshare Member Services to
     WSHA Members including announcements in WSIIA newsletters, direct mail
     correspondences, Web sites, e-mail, annual meetings, and educational
     seminars.

b)   Endorsement of Online Services. WHS will provide an endorsement by WSHA of
     Pointshare's Online Services and will permit Pointshare to publish such
     endorsement freely. Further, WHS will publish the WHSA endorsement of
     Pointshare's Online Services to WSHA Members on WSHA.net and in other
     publications and marketing materials in which other WSHA and WHS endorsed
     service offerings and vendors are presented.

c)   WHS Marketing Resource Commitment. WHS will assign a partial (no less than
     half time) or full-time program manager to generate and qualify Member
     Service sales leads, oversee the promotional and marketing efforts of WSHA,
     and to work with Pointshare's marketing department on future collateral
     materials, mailings, and events.

d)   WHS Technical Resource Commitment. WHS will provide access to WHS or WSHA
     technical resources as required to implement and maintain the services
     proposed.

e)   Equipment Access. WHS will provide Pointshare with access to any equipment
     on WHS's premises twenty-four (24) hours a day, seven days a week that is
     required by Pointshare to fulfill Pointshare's obligations under this
     Agreement. In the event that service interruptions arise solely due to
     WHS's unauthorized modification of any of the WSHA.net Statewide Intranet
     equipment or services, Pointshare will charge WHS for time and materials
     required to correct the service interruptions.

f)   WSHA.net Virtual Community Content. WHS will provide content (text,
     graphics, and internet links) for their Virtual Communities as described in
     Attachment A.

g)   Circuit Purchase and Assignment. WHS will purchase a frame relay circuit
     from US West and assign agency to Pointshare to direct its configuration.
     This is required to maintain network security.

h)   Member Circuits. With respect to circuits between Member facilities and
     WSHA.net Statewide Intranet servers, WHS may negotiate volume discounts
     with the local telecommunication vendors on behalf of members who
     contractually agree to assign circuit agency to WHS's agent of choice, with
     Pointshare designated as the agent of choice during the term of this
     Agreement. Members who refuse WHS circuit ownership or agency assignment
     will not be precluded from participating in the WSHA.net Statewide Intranet
     Services.

i)   Exclusivity. Except with respect to Online Services, during the term of
     this Agreement WHS agrees that neither WHS nor WHSA will enter into any
     agreement or arrangement with any third party concerning the offering,
     marketing or promoting of services or products that are competitive with
     the Member Services.

j)   Promotion of Online Services. During the term of this Agreement, WHS agrees
     that neither WHS nor WHSA will enter into any agreement or arrangement with
     any third party concerning the offering of Online Services to the extent
     such agreement or arrangement includes any terms (including any terms
     affecting how WHS or WHSA markets, promotes or offers such third party
     Online Services) that are more favorable than the terms on which WHS
     endorses Pointshare's Online Services.

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                                   AGREEMENT

k)   Future Offerings. Both parties agree to notify each other and enter into
     discussions in good faith concerning mutual incentive arrangements on
     future Member Service offerings and potential incentive programs for WHS's
     establishment of similar alliance agreements with Allied Healthcare
     Association Services or other state hospital associations.

5.   PAYMENTS, MARKETING COMMISSIONS, AND PRICING.

a)   WSHA.net State Intranet Service Payments. WHS will pay the fees for the
     WSHA.net State Intranet Services set forth on Attachment A within thirty
     (30) days of receipt of an invoice. Fees identified as "Set-up" fees in
     Attachment A will be invoiced 50% on the Effective Date and 50% after ten
     days of successful live operation following the installation of the
     WSHA.net Statewide Intranet Services. All other fees will be invoiced on a
     monthly basis. Any amounts that remain unpaid for thirty (30) days after
     the date of an invoice will be subject to late penalty fees equal to one
     and one-half percent (11/2%) per month from the due date until such amount
     is paid.

b)   WHS Marketing Commissions. During the term of this Agreement, Pointshare
     will pay a marketing commission to WHS on a quarterly basis, equal to
     [* * *] of Member Set-up Receipts. The WHS marketing commission will be
     paid in consideration of WHS's marketing obligations under this Agreement.

c)   Marketing Commissions Disbursement. Pointshare shall remit to WHS all
     marketing commissions accrued from the previous calendar quarter along with
     a report detailing the Member Set-up Receipts for such quarter within 30
     days following the end of the previous calendar quarter.

d)   WHS Price Changes. During the first year of this Agreement, the WSHA.net
     Statewide Intranet Services fees described in Attachment A will remain in
     effect unless otherwise mutually agreed upon in writing by both parties.
     Following the first anniversary of the Effective Date of this Agreement,
     Pointshare will have the right, upon ninety (90) days prior written notice,
     to increase or decrease the WSHA.net Statewide Intranet Services fees.
     Increases, if any, to WHSA.net Statewide Intranet Services fees shall not
     exceed [* * *] per year on a cumulative basis unless unforeseen market
     price increases in excess of [* * *] occur in Internet access fees or frame
     relay circuit costs.

e)   Member Services Price Changes. After the initial term of a Member Contract
     (typically one year), Pointshare will have the right, upon ninety (90) days
     prior written notice, to increase or decrease the fees and change the other
     terms and conditions of the Member Contracts.

f)   Member Service Pricing Publishing. With the exception of pricing for Member
     access to the WSHA.net Statewide Intranet Services, both parties agree not
     to publish or disclose to any third party the sample pricing set forth in
     Attachment B. Both parties understand and agree that the pricing for the
     Online Service Package, Hospital Intranet Package, Hospital Extranet
     Package, and Hospital Internet Access as described in Attachment B may
     increase or decrease based on market conditions.

6.   TERM AND TERMINATION.

a)   Agreement Term. The term of this Agreement will commence on the Effective
     Date and continue for a period of five (5) years (the "Initial Term") and
     thereafter shall automatically renew annually unless terminated by either
     party upon ninety (90) days written notice to the other party prior to and
     effective on the expiration of the current term.

b)   Termination. Either party may terminate this Agreement prior to expiration
     of the term: (1) if either party fails to perform any of its material
     obligations under this Agreement and such failure remains uncured for
     thirty (30) days (or in the case of failure to make a required payment, ten
     (10) days) after receipt of written

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                                   AGREEMENT

     notice of default from the other party; or (2) if either party ceases to
     conduct business, becomes or is declared insolvent or bankrupt, files a
     petition in bankruptcy, is the subject of any proceeding relating to its
     bankruptcy, liquidation or insolvency which is not dismissed within thirty
     (30) days, appoints a receiver or liquidator of any of its properties or
     assets or makes an assignment for the benefit of its creditors, or (3) if
     at any time after a period of two years, either party is unsatisfied with
     sales results of this relationship and cannot in good faith resolve the
     unsatisfactory sales results.

c)   WSHA.net Statewide Intranet Services Termination. WHS may terminate the
     portion of this Agreement relating to the WSHA.net Statewide Intranet
     Services if at any time after a period of two years WHS identifies a
     service provider who can provide WSHA.net Statewide Intranet Services which
     are either more suited to WSHA's needs as determined solely by WSHA or are
     less expensive than the WSHA.net Statewide Intranet Services under this
     Agreement, or both, and Pointshare declines to either revise its services
     or lower its prices, or both, to meet the competing services..

d)   Effect of Termination. If this Agreement is terminated under Section
     6.b)(3), then it shall be terminated only as to Sections 4.a), 4.b), 4.c),
     4.1), 4.j), 4.k), 5.b), 5.c), 5.e) and 5.0, and all other provisions of the
     Agreement shall remain in effect. If this Agreement is terminated under
     Section 6.c), then it shall be terminated only as to Sections 3.a), 3.g),
     3.h), 3.1), 4.d), 4.e), 4.0, 4.g), 4.h), 5.a), 5.d), 8.a), 8.b), 8.c),
     9.a), 9.b), and 10), and all other provisions of the Agreement shall remain
     in effect. In all other circumstances, upon termination of this Agreement,
     all of Pointshare's service obligations (including WSHA.net Statewide
     Intranet Services) and WHS's right to market Pointshare services (including
     any further right to receive marketing commissions) shall terminate. Except
     as otherwise provided in this Agreement, within thirty (30) days after
     termination, each party will pay all fees and other charges due to the
     other party under this Agreement and will destroy or return to the other
     party all full or partial copies of the other party's software products,
     hardware products and associated documentation (including materials
     relating to the Member Services) and Confidential Information in its
     possession or control.

e)   Limitation of Liability. In the event of termination by either party in
     accordance with any of the provisions of this Agreement, neither party
     shall be liable to the other, because of such termination, for
     compensation, reimbursement or damages on account of the loss of
     prospective profits or anticipated sales or on account of expenditures,
     inventory, investments, leases or commitments in connection with the
     business or goodwill of either party. Termination shall not, however,
     relieve either party of any obligations incurred prior to the termination,
     including, without limitation, the obligation of either party to pay to the
     other party the amounts owed as set forth in Section 5 arising prior to
     such termination.

f)   Survival of Certain Terms. The provisions of Sections 2, 6, 7, 11, 12, 13
     and 14 of this Agreement, and all payment obligations accrued during the
     term of this Agreement, shall survive the expiration or termination of this
     Agreement for any reason. All other rights and obligations of the parties
     shall cease upon termination of this Agreement.

7.   OWNERSHIP OF INTELLECTUAL PROPERTY AND EQUIPMENT

a)   Ownership of Works. Except as stated below, the patents, copyrights, trade
     secrets and other intellectual property rights (the "IP Rights") in any and
     all tangible or intangible works and materials developed by Pointshare in
     connection with the WSHA.net Statewide Intranet Services and Member
     Services including but not limited to systems, solutions, processes,
     formulae, designs, inventions, algorithms, computer source and/or object
     code (the "Works") will be owned by and the property of Pointshare
     ("Pointshare Intellectual Property"). The IP Rights in any and all Works
     provided by WHS in connection with the WSHA.net Statewide Intranet Services
     will be owned by and the property of WHS ("WHS Intellectual Property").
     With respect to any Web development services provided by Pointshare to WHS
     under this Agreement, WHS will own the IP Rights in any graphics, text,
     images, music and other material of the Web Site which

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     is visible to WWW browsers and any software, other than Developer Tools (as
     defined below), developed to implement the Web Site. Pointshare will own
     the IP Rights in any software tools or design templates of general
     application, which are used to develop the Web Site (the "Developer
     Tools").

b)   Pointshare Software and Third Party Software. Title, ownership and
     intellectual property rights in and to the software, including third party
     software, all associated documentation and any enhancements and updates to
     such software, provided by Pointshare in connection with the WSHA.net
     Statewide Intranet Services (the "Pointshare Software") will remain in
     Pointshare, its suppliers, and/or such other third party.

8.   LICENSES

a)   License to End Users. The WSHA Authorized Users will be granted a
     revocable, non-exclusive and non-transferable license, without right to
     sublicense, to use Pointshare Software and any part of Pointshare
     Intellectual Property that Pointshare installs in the Medical Intranet,
     solely in connection with WI-IS's use of the WSHA.net Statewide Intranet
     during the term of the Agreement.

b)   WHS's Obligations. WHS agrees not to (a) sell, assign, transfer, or
     sublicense the Pointshare Software; (b) copy the Pointshare Software except
     for backup or archival purposes; or (c) cause or permit modification,
     disassembly, decompilation, or reverse engineering of the Pointshare
     Software. These restrictions apply to partial or complete copies of the
     Pointshare Software as well as the originals. WHS agrees to ensure that all
     copies of the Pointshare Software made by WHS bear all proprietary rights
     notices appearing on the original copy.

c)   Compilation Copyright. Pointshare retains a copyright on the Medical
     Intranet as a collective work in accordance with the United States
     Copyright laws.

9.   MEDICAL INTRANET

With respect to WSHA Authorized Users, WHS agrees to implement, maintain and
enforce ongoing computing and security policies and procedures that include at
least the following practices:

a)   Minimum Security Requirements.

     i)   Individual Authentication of WSHA Authorized Users. Every individual
          in an organization must have a unique identifier (or log-on ID) for
          use in logging onto the organization's information systems. Password
          discipline must be exercised, requiring users to change passwords on a
          regular basis and to select passwords that cannot easily be guessed.
          Procedures should be established to (1) revoke the identifiers of
          employees who leave the organization; and (2) ensure that only
          legitimate users are granted access to the organization's information
          system. WSHA Authorized Users will not be authorized to provide their
          login and or password to anyone except WSHA's chief information
          officer (CIO).

     ii)  Physical Security. WHS will take steps to limit unauthorized physical
          access to its PCs, Local Area Networks ("LANs") and Wide Area
          Networks. WHS will not have direct access to any workstations or WHS's
          LANs by the Internet without a firewall system approved by Pointshare.
          WHS will not allow direct access to its PCs or LANs by outside
          organizations via direct dial-up unless appropriate security (approved
          by Pointshare) is in place.

     iii) Education and Training Programs. WHS will establish education and
          training programs to ensure that all WSHA Authorized Users receive
          some minimum level of training in relevant security

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          practices and knowledge regarding existing confidentiality policies.
          All WSHA Authorized Users should complete such training before being
          granted access to any information systems.

b)   Usage and Compliance with Laws. WHS agrees that Intranet and Internet
     access is not to be used for any unlawful purpose. WHS agrees to prohibit
     WSHA Authorized Users from transmitting any material in a manner that
     violates any U.S. or state regulation. This prohibition applies to, but is
     not limited to, copyrighted material, material legally judged to be
     threatening or obscene, material protected by trade secret laws, and
     confidential health information.

10.  EQUIPMENT RISKS.

WHS agrees to be responsible for any equipment and services purchased from
sources other than Pointshare. In the event that the additional equipment and
services are faulty and cause Pointshare to suffer delays, incur expenses or
provide replacement equipment, Pointshare will be entitled to reasonable fees
for replacement and/or rental equipment and services not described in Attachment
A.

11.  NONDISCLOSURE.

Neither party shall, without first obtaining the written consent of the other
party, disclose the terms and conditions of this Agreement, except as may be
required to implement and enforce the terms of this Agreement, or as may be
required by legal procedures or by law. Neither party will disclose (the
"Disclosing Party") to any third party, or use for any purposes other than those
set forth in this Agreement, for a period of five (5) years beyond the term of
this Agreement, any technical information and any customer lists, business or
marketing plans, or non-public information provided to the other party (the
"Receiving Party") and identified as confidential or proprietary by the
Disclosing Party ("Confidential Information"). No other information exchanged
between the parties will be deemed confidential unless the parties otherwise
agree in writing. The foregoing restrictions will not apply to information that:
(i) is known to the Receiving Party at the time it receives Confidential
Information; (ii) has become publicly known through no wrongful act of the
Receiving Party; (iii) has been rightfully received by the Receiving Party from
a third party authorized to make such communication without restriction; (iv)
has been approved for release by written authorization of the Disclosing Party;
or (v) is required by law to be disclosed; provided, however, that the Receiving
Party takes all reasonable actions to maintain the confidential nature of all
Confidential Information.

12.  WARRANTIES, INDEMNIFICATION, LIMITATION OF LIABILITY.

a)   WARRANTIES. POINTSHARE MAKES NO REPRESENTATIONS OR WARRANTIES OTHER THAN
     THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT. POINTSHARE EXPRESSLY DISCLAIMS
     ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
     POINTSHARE IS NOT THE CREATOR OF THIRD PARTY SOFTWARE AND DOES NOT GIVE ANY
     WARRANTY, EXPRESS OR IMPLIED. WHS RELEASES POINTSHARE FROM ANY AND ALL
     RESPONSIBILITY FOR ANY ERRORS, DAMAGES, OR FAILURE OF THIRD PARTY SOFTWARE
     OR CAUSED BY THIRD PARTIES. NEITHER POINTSHARE NOR ANY OF ITS INFORMATION
     PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICES WILL
     BE UNINTERRUPTED OR ERROR FREE. POINTSHARE SHALL NOT BE LIABLE FOR ANY
     DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF SERVICES RESULTING
     DIRECTLY OR INDIRECTLY FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL.

b)   Indemnification. WHS agrees to indemnify, defend and hold Pointshare and
     its suppliers harmless from and against any and all liability, claims,
     suits, demands, losses, and expenses (including reasonable attorneys fees,
     legal expenses, and interest) arising from the performance or non-
     performance of any obligations under this Agreement, breaches of Medical
     Intranet security, or authorized or unauthorized use of the

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     Medical Intranet by WHS or any WHSA Authorized User. Pointshare agrees to
     indemnify, defend and hold WHS and WSHA harmless from and against any and
     all liability, claims, suits, demands, losses, and expenses (including
     reasonable attorneys fees, legal expenses, and interest) arising from the
     performance or non-performance by Pointshare of any of Pointshare's
     obligations under this Agreement.

c)   Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELIANCE OR COVER DAMAGES,
     INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE INCURRED BY EITHER PARTY
     OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE
     OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES. Pointshare's total liability for damages hereunder for any cause
     whatsoever will in no event exceed the amounts received by Pointshare from
     WHS within the twelve (12) month period prior to the date that the cause of
     action arose.

13.  WEB DEVELOPMENT

a)   Ownership of supplied material. WHS represents and warrants that with
     respect to all information supplied by WHS to Pointshare for electronic
     publication: (i) WHS holds the copyright and trademark, or explicit written
     transfer of all necessary rights in digital and/or print media; (ii) WHS
     does not make any defamatory, libelous, or other actionable statements; and
     (iii) WHS makes no statements that contravene local or federal law in the
     State of Washington, or in the United States of America, including
     statements or information about products for sale.

b)   Product Liability. With the exception of advertising for Pointshare's
     products and services, WHS assumes full liability for any failures to
     conform to product liability and advertising laws, failure to fulfill
     product warranties, and failure to deliver goods or services advertised on
     WHS's electronic and/or print materials.

c)   Indemnification. WHS agrees to indemnify Pointshare consistent with its
     indemnification obligations above for any legal action brought against
     Pointshare arising out of a breach by WHS of this Section 13.

d)   Copyright ownership. WHS retains copyright on all materials supplied by WHS
     to Pointshare. Pointshare retains copyright on all materials rendered
     retrievable from Pointshare, but Pointshare assigns full use of said
     materials to WHS for WHS's use under this Agreement. Copyright of all
     materials supplied by third party vendors will be retained by them, but use
     rights will be negotiated prior to assignment of work.

14.  GENERAL PROVISIONS

a)   Dispute Resolution. If any dispute, controversy, or claim arises out of
     this Agreement, or if either party alleges breach by the other ("Dispute"),
     both parties will participate in a mediation conducted by a recognized
     neutral third-party professional mediation service and selected by both
     parties. The cost of the mediation service will be borne equally by the
     parties. Both parties agree to negotiate in good faith a resolution through
     such mediation prior to commencing any legal action. If any legal action
     following the unsuccessful mediation of the dispute is instituted, the
     prevailing party will be entitled to reasonable attorney's fees.

b)   Survival. All provisions of this Agreement relating to confidentiality,
     nondisclosure, limitation of liability, warranty disclaimer and
     indemnification will survive the termination of this Agreement.

c)   Amendments and Waivers. Any term of this Agreement may be amended or waived
     only with the written consent of the parties or their respective permitted
     successors and assigns. Any amendment or waiver

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     effected in accordance with this Section 13(a) shall be binding upon the
     parties and their respective successors and assigns.

d)   Governing Law. This Agreement is governed by and construed in accordance
     with the laws of the State of Washington and all disputes arising under
     this Agreement will be heard in the state courts of Washington in the
     County of King.

e)   Force Majeure. In no event will Pointshare be liable to WHS for any delay
     or failure to perform under this Agreement to the extent such failure or
     delay encountered by Pointshare is beyond Pointshare' s reasonable control.

f)   Independent Contractor Relationship. This Agreement does not create a joint
     venture or partnership between the parties. Pointshare is an independent
     contractor.

g)   Government Restricted Rights. Any Pointshare products or software provided
     to the US Government (or any of its agencies) will be provided with
     "Restricted Rights" and the party distributing such software products will
     affix to any media containing such product the following restricted rights
     legend: "This Program is provided with Restricted Rights. Use, duplication
     or disclosure by the Government is subject to the restrictions set forth in
     DFARs 252.227-70l3(c)(1)(ii) and 48 CFR 52.227-1 9(c)( 1) and (2) or
     applicable successor provisions."

h)   Invalidity. If a court holds any provision of this Agreement to be invalid
     or unenforceable, the other provisions of this Agreement will remain in
     effect.

i)   Entire Agreement. This Agreement constitutes the entire agreement of the
     parties pertaining to the subject matter hereof, and merges all prior
     negotiations and drafts of the parties with regard to the transactions
     contemplated herein. Any and all other written or oral agreements existing
     between the parties hereto regarding such transactions are expressly
     canceled.

15.  NOTICES

     All notices or other communications required or permitted under this
     Agreement shall be in writing and deemed received upon receipt. All such
     communications shall be to a party at its address set forth below or such
     other address as indicated by at least ten (10) days prior written notice.

     Pointshare:                    Washington Hospital Services:
     ----------                     ----------------------------
     Pointshare Corporation         Washington Hospital Services
     1300-114th Avenue SE           300 Elliott Ave. W.
     Suite 100                      Suite 300
     Bellevue, WA 98004             Seattle, WA 98119
     Attn:  CEO                     Attn:  CEO

16.  ATTACHMENTS AND EXHIBITS

     The following Attachments are incorporated herein by reference:

     Attachment A:   WSHA.net Statewide Intranet Services and Fees
     Attachment B:   Sample Member Service Packages and Pricing
     Attachment C:   Listing of WHS non-hospital WEB clients and Pointshare's
                     existing hospital clients and active hospital sales
                     prospects.

                                       9

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

This Agreement and the Attachments, upon your written acceptance, are the
binding agreement between us with respect to the WSHA.net Statewide lntranet
Services and marketing alliance and constitute the entire agreement between us
on this subject matter and supersede any prior discussions, agreements,
proposals, or representations. This Agreement may be changed only by mutual
agreement of the parties in writing. This Agreement may be executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute together but one and the same document.

                                       10

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

Pointshare Corporation                        Washington Hospital Services, Inc.

Signature: /s/ TKilgallon                     Signature: /s/ Robb Menanl
           -------------------                           ----------------------

Name: Timothy J. Kilgallon                    Name: Robb Menanl
      ------------------------                      ---------------------------

Title: CEO                                    Title: President
       -----------------------                       --------------------------

Date: 6 October 1998                          Date: Oct. 6, 1998
      ------------------------                      ---------------------------

                                       11

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT A

                WSHA.net Statewide Intranet Services and Pricing



<TABLE>
<CAPTION>
<S>                                                                                            <C>
WSHA.net Statewide Intranet
-------------------------------------------------------------------------------------------------------------------------
Service Description                                                                               Set-up *  Monthly *
---------------------------------------------------------------------------------------------
WSHA Administrative Offices Connection   256KBPS                                                   $[* * *]  $[* * *]
-------------------------------------------------------------------------------------------------------------------------
                               Intranet Browser Access and E-Mail for all WSHA staff included
---------------------------------------------------------------------------------------------
                                            Unlimited Internet Access for WSHA staff included
---------------------------------------------------------------------------------------------
                                         Router set-up, programming, and maintenance included
---------------------------------------------------------------------------------------------
                                                        General monthly usage report included
---------------------------------------------------------------------------------------------
WSHA Site Development, Hosting, and Maintenance                                                    $[* * *]  $[* * *]
-------------------------------------------------------------------------------------------------------------------------

Assumptions:  Initial development estimate is based on approximately 200 hours
of HTML development, graphic design, testing and project management. The
estimate assumes that the WSHA.net site will include a landing page and 7
Virtual Communities pages for the Hospital CEO, Hospital CFO, Hospital CIO/MIS
Dept., Human Resources, Business Office, Quality Assurance, and Managed Care.
Each Virtual Community Page will have links to a Forum for that specialty, a
News page with internet links, and other links and services provided by the
Hospital Association. It further assumes that text is provided by WSHA
electronically and that graphics are provided either electronically or ready to
scan. Ongoing monthly maintenance for site changes assumes no more than four
hours of HTML development per month. Monthly hosting service assumes no more
than 4MB storage and 4Gb of throughput.)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
*Does not include travel, lodging, and hospital telco costs.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT B

                   Sample Member Service Packages and Pricing

<TABLE>
<CAPTION>
<S>                                                                               <C>            <C>
Package 1.  Hospital Access to WSHA.net                                              Set-up*        Monthly*
----------------------------------------------------------------------------------------------------------------
Each Hospital connection to the WSHA.net web server includes router installation
and set-up, programming, coordination of circuit provisioning, connection to
hospital LAN, testing, set-up, and IS support.                                     $[* * *] +
                                                                                   $[* * *]/user
----------------------------------------------------------------------------------------------------------------
Monthly fees = Base + $X/user
----------------------------------------------------------------------------------------------------------------
Monthly Base Fees
----------------------------------------------------------------------------------------------------------------
                                                56 KBPS Frame Relay Connection                         $[* * *]
----------------------------------------------------------------------------------------------------------------
                                               128 KBPS Frame Relay Connection                         $[* * *]
----------------------------------------------------------------------------------------------------------------
                                               256 KBPS Frame Relay Connection                         $[* * *]
----------------------------------------------------------------------------------------------------------------
                                             1.544 MBPS Frame Relay Connection                         $[* * *]
----------------------------------------------------------------------------------------------------------------
                                                               Fractional DS-3                              TBD
----------------------------------------------------------------------------------------------------------------
WSHA.net Forum and E-mail Administration User Fees
----------------------------------------------------------------------------------------------------------------
                                                                   10-99 Users                   $[* * *]/user+
----------------------------------------------------------------------------------------------------------------
                                                                 100-199 Users                   $[* * *]/user+
----------------------------------------------------------------------------------------------------------------
                                                                 200-299 Users                   $[* * *]/user+
----------------------------------------------------------------------------------------------------------------
* Does not include travel, lodging, and member telco costs.
----------------------------------------------------------------------------------------------------------------
+Add $[* * *]/user for WSHA.net +Internet e-mail accounts
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT B

             Sample Member Service Packages and Pricing (continued)


<TABLE>
<CAPTION>
<S>                                                                               <C>                <C>
Package 2.  Pointshare Online Service Package                                         Set-up*             Monthly*
----------------------------------------------------------------------------------------------------------------------
Pointshare Online Services include CheckPoint Eligibility, ContactPoint Online Healthcare Directory, ReferralPoint
Referral Management Service, InfoPoint, and PurchasePoint.
----------------------------------------------------------------------------------------------------------------------
Per User Online Service Subscription Fees
----------------------------------------------------------------------------------------------------------------------
                                                                         10-19 Users  $[* * *]/user      $[* * *]/user
------------------------------------------------------------------------------------
                                                                         20-49 Users                     $[* * *]/user
------------------------------------------------------------------------------------
                                                                         50-99 Users                     $[* * *]/user
----------------------------------------------------------------------------------------------------
                                                                       100-249 Users  $[* * *]/user      $[* * *]/user
------------------------------------------------------------------------------------
                                                                       250-499 Users                     $[* * *]/user
------------------------------------------------------------------------------------
                                                                       500-999 Users                     $[* * *]/user
----------------------------------------------------------------------------------------------------
                                                                   1,000-2,499 Users                     $[* * *]/user
------------------------------------------------------------------------------------
                                                                    2,50-4,999 Users  $[* * *]/user      $[* * *]/user
------------------------------------------------------------------------------------
                                                                 5,000 - 9,999 Users                     $[* * *]/user
----------------------------------------------------------------------------------------------------
* Does not include travel, lodging, and member telco costs.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT B

             Sample Member Service Packages and Pricing (continued)


<TABLE>
<CAPTION>
<S>                                                                           <C>              <C>
Package 3.  Hospital Internet Access
----------------------------------------------------------------------------------------------------------------
Service Description                                                                   Set-up*          Monthly*
----------------------------------------------------------------------------------------------------------------
High speed, unlimited Internet Access per hospital
----------------------------------------------------------------------------------------------------------------
                                           56 KBPS Frame Relay Connection             $[* * *]          $[* * *]
----------------------------------------------------------------------------------------------------------------
                                          128 KBPS Frame Relay Connection             $[* * *]          $[* * *]
----------------------------------------------------------------------------------------------------------------
                                          256 KBPS Frame Relay Connection             $[* * *]          $[* * *]
----------------------------------------------------------------------------------------------------------------
                                          512 KBPS Frame Relay Connection             $[* * *]          $[* * *]
----------------------------------------------------------------------------------------------------------------
                                        1.544 MBPS Frame Relay Connection             $[* * *]          $[* * *]
----------------------------------------------------------------------------------------------------------------
Web Development Services (pre-defined templates and custom
development) @ $[* * *]-[ * * *]/hr
----------------------------------------------------------------------------------------------------------------
Web Hosting Services.                                                                    Varies depending on
                                                                                           traffic & space
----------------------------------------------------------------------------------------------------------------
Co-location Services.                                                                    Varies depending on
                                                                                           traffic & space
----------------------------------------------------------------------------------------------------------------
Professional Consulting Services @ $[* * *]-[* * *]/hr: Usage, Security,
Confidentiality, Guidelines, Policies and Procedures
----------------------------------------------------------------------------------------------------------------
* Does not include travel, lodging, and member telco costs.
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT B
             Sample Member Service Packages and Pricing (continued)

<TABLE>
<CAPTION>
<S>                                                                      <C>             <C>
Package 4.  Hospital Intranet Package
-------------------------------------------------------------------------------------------------------------
Service Description                                                         Set-up *          Monthly *
-------------------------------------------------------------------------------------------------------------
Hospital Intranel Package for internal communications and information
dissemination within the hospital enterprise. Bundle includes:
hardware, software, departmental content consulting,
train-the-trainer training, basic monthly network activity, security
and usage reports, support and a pre-defined number of hours of site
update development/month. The "packages" below are examples. Actual
package pricing is based on the actual needs of each hospital. Secure
Internet access is also provided assuming Internet Service package is
also purchased directly through Pointshare.
-------------------------------------------------------------------------------------------------------------
Package A                                                                      $[* * *]              $[* * *]
-------------------------------------------------------------------------------------------------------------
Package B                                                                      $[* * *]              $[* * *]
-------------------------------------------------------------------------------------------------------------
Package C                                                                      $[* * *]              $[* * *]
-------------------------------------------------------------------------------------------------------------
Package D                                                                      $[* * *]              $[* * *]
-------------------------------------------------------------------------------------------------------------
Package E                                                                      $[* * *]              $[* * *]
-------------------------------------------------------------------------------------------------------------
Large or decentralized organizations                                       Case-by-case          Case-by-case
-------------------------------------------------------------------------------------------------------------
Additional Project Management Services Pricing                                            $[* * *]-[* * *]/hr
-------------------------------------------------------------------------------------------------------------
Additional Intranet Consulting Services Pricing                                           $[* * *]-[* * *]/hr
-------------------------------------------------------------------------------------------------------------
Additional HTML Development (average)                                                     $[* * *]-[* * *]/hr
-------------------------------------------------------------------------------------------------------------
* Does not include travel, lodging, and member telco costs. Pricing assumes e-mail administration by client
-------------------------------------------------------------------------------------------------------------
</TABLE>

Package A      Recommended for small hospitals (less than$20M in Annual Gross
               Operating Expenses): Includes NT Server hardware with high
               availability features (redundant Pentium Pro CPUs, redundant hot-
               swappable power supplies, RAID-0 mirrored disk arrays), web
               server software, and e-mail server software. It also includes
               installation and set-up of server hardware and software, 60 hours
               of project management, 120 hours of content consulting and
               training, and 180 hours of HTML development. Recurring monthly
               services include management reporting and 14 hours of consulting
               and HTML development.

Package B      Recommended for small to mid-sized hospitals ($20M - $50M in
               Annual Gross Operating Expenses): Includes NT Server hardware
               with high availability features (redundant Pentium Pro CPUs,
               redundant hot-swappable power supplies, RAID-0 mirrored disk
               arrays), web server software, and e-mail server software. It also
               includes installation and set-up of server hardware and software,
               80 hours of project management, 180 hours of consulting and
               training, and 220 hours of HTML development. Recurring monthly
               services include management reporting and 18 hours of consulting
               and HTML development.

Package C      Recommended for mid-sized hospitals ($50M - $100M in Annual Gross
               Operating Expenses): Includes NT Server hardware with high
               availability features (redundant Pentium Pro CPUs, redundant hot-
               swappable power supplies, RAID-O mirrored disk arrays), web
               server software, and e-mail server software. It also includes
               installation and set-up of server hardware and software, 100
               hours of project management, 220 hours of consulting and
               training, and 350 hours of HTML development. Recurring monthly
               services include management reporting and 20 hours of consulting
               and HTML development.

Package D      Recommended for moderately-sized hospitals ($1 DOM - $200M in
               Annual Gross Operating Expenses): Includes NT Server hardware
               with high availability features (redundant Pentium Pro CPUs,
               redundant hot-swappable power supplies, RAID-0 mirrored disk
               arrays), web server software, and e-mail server software. It also
               includes installation and set-up of server hardware and software,
               125 hours of project management, 240 hours of consulting and
               training, and 400 hours of HTML development. Recurring monthly
               services include management reporting and 24 hours of consulting
               and HTML development.

Package E      Recommended for large hospitals ($200M - $300M in Annual Gross
               Operating Expenses): Includes NT Server hardware with high
               availability features (redundant Pentium Pro CPUs, redundant hot-
               swappable power supplies, RAID-0 mirrored disk arrays), web
               server software, and e-mail server software. It also includes
               installation and set-up of server hardware and software, 150
               hours of project management, 260 hours of consulting and
               training. and 500 hours of HTML development. Recurring monthly
               services include management reporting and 30 hours of consulting
               and HTML development.

                                       16

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  Attachment B

             Sample Member Service Packages and Pricing (continued)


<TABLE>
<CAPTION>
<S>                                                                        <C>                     <C>
Package 5.  Hospital Extranet Package
-----------------------------------------------------------------------------------------------------------------------
Service Description                                                              Set-up*                 Monthly*
-----------------------------------------------------------------------------------------------------------------------
Hospital Extranet Package includes a secure connection to community
physicians and other healthcare partners along with the ReferralPoint
service (Referring and Consulting Provider views) and the Clinical
Messaging Service. Package prices listed assume a 256 KBPS connection
and up to four data interfaces
-----------------------------------------------------------------------------------------------------------------------
                                          Active Staff     less than 100          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                 Active Staff: 100 - 199          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                 Active Staff: 200 - 299          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                 Active Staff: 300 - 399          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                 Active Staff: 400 - 599          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                 Active Staff: 600 - 799          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                                Active Staff: 800 - 1000          $[* * *]                    $[* * *]
-----------------------------------------------------------------------------------------------------------------------
                                         Active Staff     less than 1000          $[* * *]          $[* * *]/physician
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
* Does not include local telco circuit costs.  Pricing assumes e-mail administration by client
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Existing Pointshare Hospital Clients and Active Sales Prospects

                                       17

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                   AGREEMENT

                                  ATTACHMENT C

                         WHS Non-Hospital WEB Customers
                         ------------------------------

                    Seattle          American Medical Response
                    Tacoma           Diagnostic Imaging Northwest
                    Portland         Legacy Health Systems
                    Seattle          Medalia Healthcare
                    Olympia          Memorial Clinic
                    Seattle          Minor & James Clinic
                    Portland         Oregon Health Sciences University
                    Portland         Pacific Gateway Hospital
                    Seattle          Pacific Medical Center
                    Seattle          Polyclinic
                    Seattle          Puget Sound Radiology
                    Spokane          Rockwood Clinic
                    Lewiston         St. Joseph Medical Center
                    Tacoma           Tacoma Radiology
                    Federal Way      Valley Radiologists
                    Vancouver        Vancouver Clinic
                    Vancouver        Columbia River Mental Health
                    Kirkland         Evergreen Pharmaceuticals
                    Spokane          Evergreen Pharmaceuticals East
                    Seattle          Group Health Cooperative
                    Seattle          Seattle/King County Public Health
                    Fife             Baby First Steps Foundation, Inc.
                    Seattle          CHAP
                    Seattle          King County Youth Services
                    Fort Worth, TX   Professional medical Services
                    Puyallup         Puyallup Tribal Health Authority
                    Spokane          Spokane County Health District
                    Richland         Summit Healthcare
                    Toppenish        Yakima Val. Farm Workers
                    Seattle          HHL Financial/Paralign
                    Woodinville      Medical Supply Incorporated
                    Seattle          Pacific Medicaid
                    Seattle          Puget Sound NHC

        Existing Pointshare Hospital Clients and Active Sales Prospects
        ---------------------------------------------------------------

                    Client      Swedish Medical Center
                    Client      Evergreen Community Health (hospital & clinics)
                    Client      Yakima Memorial Hospital
                    Prospect    Overlake Hospital
                    Prospect    Sunnyside Medical Center
                    Prospect    Providence (Yakima)
                    Prospect    Holy Family Hospital (Spokane)

                                       18

                                 CONFIDENTIAL
   [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION.