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                                 EXHIBIT 10.12

                               CAREDATA.COM, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I

                                   BACKGROUND

     1.1 ESTABLISHMENT OF THE PLAN. Caredata.com, Inc. (the "Corporation")
hereby establishes a stock purchase plan, effective 1 July 1998, to be known as
the "Caredata.com, Inc. 1998 Employee Stock Purchase Plan" (the "Plan"), as set
forth in this document. The Plan is intended to be a qualified employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended, and the regulations and rulings thereunder.

     1.2 APPLICABILITY OF THE PLAN. The provisions of this Plan are applicable
only to certain individuals who, on or after 1 July 1998, are employees of the
Corporation and its subsidiaries participating in the Plan.

     1.3 PURPOSE. The purpose of the Plan is to enhance the proprietary interest
among the employees of the Corporation and its participating subsidiaries
through ownership of Common Stock of the Corporation.


                                   ARTICLE II

                                   DEFINITIONS

     Whenever capitalized in this document, the following terms shall have the
respective meanings set forth below.

     2.1 ADMINISTRATOR. "Administrator" shall mean the person or persons (who
may be officers or employees of the Corporation) selected by the Committee to
operate the Plan, perform day-to-day administration of the Plan, and maintain
records of the Plan.

     2.2 BOARD. "Board" shall mean the Board of Directors of the Corporation.

     2.3 CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the regulations thereunder.

     2.4 COMMITTEE. "Committee" shall mean a committee which consists of members
of the Board and which has been designated by the Board to have the general
responsibility for the administration of the Plan. Unless otherwise designated
by the Board, the Compensation Committee of the Board of Directors of the
Corporation shall serve as the Committee administering the Plan. Subject to the
express provisions of the Plan, the Committee shall have plenary authority in
its sole and absolute discretion to interpret and construe any and all



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provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations necessary or advisable for
administering the Plan. The Committee's determinations on the foregoing matters
shall be conclusive and binding upon all persons.

     2.5 COMMON STOCK. "Common Stock" shall mean the Common Stock, $0.001 par
value per share, of the Corporation.

     2.6 COMPENSATION. "Compensation" shall mean, for any Participant, for any
period, the Participant's total compensation, as required to be reported in Form
W-2, for the respective period, subject to appropriate adjustments that would
exclude items such as non-cash compensation and reimbursement of moving, travel,
trade or business expenses.

     2.7 CORPORATION. "Corporation" shall mean Caredata.com, Inc., a Delaware
corporation.

     2.8 DIRECT REGISTRATION SYSTEM. "Direct Registration System" shall mean a
direct registration system approved by the Securities and Exchange Commission
and by the National Association of Securities Dealers, Inc., or any securities
exchange on which the Common Stock is then listed, whereby shares of Common
Stock may be registered in the holder's name in book-entry form on the books of
the Corporation.

     2.9 EFFECTIVE DATE. "Effective Date" shall mean 1 July 1998.

     2.10 EMPLOYEE. "Employee" shall mean an employee of an Employer.

     2.11 EMPLOYER. "Employer" shall mean the Corporation and any Subsidiary
designated by the Committee as an employer participating in the Plan.

     2.12 FAIR MARKET VALUE. "Fair Market Value" of a share of Common Stock, as
of any applicable date, shall mean (i) if the Common Stock is listed on a
securities exchange or is traded over the Nasdaq National Market, the closing
sales price on such exchange or over such system on such date or, in the absence
of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, or (ii) if the Common Stock is not
listed on a securities exchange or traded over the Nasdaq National Market, the
mean between the bid and offered prices as quoted by Nasdaq for such date,
provided that if it is determined that the fair market value is not properly
reflected by such Nasdaq quotations, Fair Market Value will be determined by
such other method as the Committee determines in good faith to be reasonable.

     2.13 OFFERING DATE. "Offering Date" shall mean the first day of each
Offering Period.

     2.14 OFFERING PERIOD. "Offering Period" shall mean the three-month periods
beginning the first day of January, April, July and October, respectively, of
each year during which offers to purchase Common Stock are outstanding under the
Plan; provided, however, that the first offering period shall be the three-month
period from 1 October 1998 to 31 December 1998. No payroll deductions shall be
taken until the effective date of a Registration Statement under the Securities
Act of 1933, as amended, covering the shares to be issued under the Plan.

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     2.15 PARTICIPANT. "Participant" shall mean any Employee who has elected to
participate in the Plan under Section 3.3 and who has an account balance under
the Plan.

     2.16 PLAN. "Plan" shall mean this Caredata.com, Inc. 1998 Employee Stock
Purchase Plan, as amended and in effect from time to time.

     2.17 PURCHASE DATE. "Purchase Date" shall mean the last day of each
Offering Period.

     2.18 PURCHASE PRICE. "Purchase Price" shall mean the purchase price of
Common Stock determined under Section 5.1.

     2.19 PURCHASE RIGHT. "Purchase Right" shall mean a right to purchase Common
Stock under the Plan.

     2.20 REQUEST FORM. "Request Form" shall mean an Employee's authorization
either in writing on a form approved by the Administrator or through electronic
communication approved by the Administrator which specifies the Employee's
payroll deduction in accordance with Section 6.2, and contains such other terms
and provisions as may be required by the Administrator.

     2.21 SUBSIDIARY. "Subsidiary" shall mean any present or future corporation
which is a "subsidiary corporation" of the Corporation as defined in Code
Section 424.

     Except when otherwise indicated by the context, the definition of any term
herein in the singular may also include the plural.


                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

     3.1 ELIGIBILITY. Each Employee who is an Employee regularly scheduled to
work at least twenty (20) hours each week and at least five (5) months each
calendar year shall be eligible to participate in the Plan as of the later of:

     (A) the Offering Date immediately following the Employee's last date of
hire by an Employer; or

     (B) the Effective Date.

Notwithstanding the foregoing, no Employee shall be granted a Purchase Right for
an Offering Period if, immediately after the grant, the Employee would own
stock, and/or hold outstanding options to purchase stock, possessing five (5%)
percent or more of the total combined voting power or value of all classes of
stock of the Corporation or any Subsidiary. For purposes of this Section, the
attribution rules of Code Section 424(d) shall apply in determining stock
ownership


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of any Employee.

     3.2 LEAVE OF ABSENCE. For purposes of Section 3.1, an individual on a leave
of absence from an Employer shall be deemed to be an Employee for the first one
hundred eighty (180) days of such leave. Such individual's employment with the
Employer shall be deemed to terminate at the close of business on the 180th day
of the leave, unless the individual has returned to regular employment with an
Employer before the close of business on such 180th day. Termination of any
individual's leave of absence by an Employer, other than on account of a return
to employment with an Employer, shall be deemed to terminate an individual's
employment with the Employer for all purposes of the Plan.

     3.3 INITIAL PARTICIPATION. An Employee eligible to participate in the Plan
under Section 3.1 may submit a Request Form to the Administrator for an Offering
Period. The Request Form shall authorize a regular payroll deduction from the
Employee's Compensation for the Offering Period, subject to the limits and
procedures described in Section 6.1. A Participant's Request Form authorizing a
regular payroll deduction shall remain effective from Offering Period to
Offering Period until amended or canceled under Section 6.3.


                                   ARTICLE IV

                                 STOCK AVAILABLE

     4.1 IN GENERAL. Subject to the adjustments in Sections 4.2 and 4.3, an
aggregate of two hundred thousand (200,000) shares of Common Stock shall be
available for purchase by Participants pursuant to the provisions of the Plan.
These shares may be authorized and unissued shares or may be shares issued and
subsequently acquired by the Corporation. If a Purchase Right under the Plan
expires or terminates for any reason without having been exercised in whole or
part, the shares subject to such Purchase Right that are not purchased shall
again be available for subsequent Purchase Right grants under the Plan. If the
total number of shares of Common Stock for which Purchase Rights are exercised
on any Purchase Date exceeds the maximum number of shares then available under
the Plan, the Committee shall make a pro rata allocation of the shares available
in as nearly a uniform manner as shall be practicable and as it shall determine
to be equitable, and the balance of the cash credited to Participants' accounts
shall be distributed to the Participants as soon as practicable.

     4.2 ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event of a
stock dividend, stock split or combination of shares, recapitalization or other
change in the Corporation's capitalization or other distribution with respect to
holders of the Corporation's Common Stock other than normal cash dividends, an
automatic adjustment shall be made in the number and kind of shares as to which
outstanding Purchase Rights or portions thereof then unexercised shall be
exercisable and in the available shares set forth in Section 4.1, so that the
proportionate interest of the Participants shall be maintained as before the
occurrence of such event. This adjustment in outstanding Purchase Rights shall
be made without change in the total price applicable to the unexercised portion
of such Purchase Rights and with a corresponding adjustment in the Purchase
Price per share; provided, however, that in no event shall any


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adjustment be made that would cause any Purchase Right to fail to qualify as an
option pursuant to an employee stock purchase plan within the meaning of Section
423 of the Code.

     4.3 DISSOLUTION, LIQUIDATION, OR MERGER. Upon the dissolution or
liquidation of the Corporation, or upon a reorganization, merger, or
consolidation of the Corporation with one or more corporations in which the
Corporation is not the surviving corporation, or upon a sale of substantially
all of the property or stock of the Corporation to another corporation, the
holder of each Purchase Right then outstanding under the Plan shall be entitled
to receive at the next Purchase Date upon the exercise of such Purchase Right
for each share as to which such Purchase Right shall be exercised, as nearly as
reasonably may be determined, the cash, securities, or property which a holder
of one (1) share of the Common Stock was entitled to receive upon and at the
time of such transaction. The Board shall take such steps in connection with
these transactions as the Board deems necessary or appropriate to assure that
the provisions of this Section shall thereafter be applicable, as nearly as
reasonably may be determined, in relation to the cash, securities, or property
which the holder of the Purchase Right may thereafter be entitled to receive. In
lieu of the foregoing, the Committee may terminate the Plan in accordance with
Section 8.2.


                                    ARTICLE V

                            PURCHASE RIGHT PROVISIONS

     5.1 PURCHASE PRICE. The Purchase Price of a share of Common Stock purchased
for a Participant pursuant to each exercise of a Purchase Right shall be the
lesser of:

     (A) Eighty-five (85%) percent of the Fair Market Value of a share of Common
Stock on the Offering Date (or if such date is not a regular business day, then
on the first business day following the Offering Date); or

     (B) Eighty-five (85%) percent of the Fair Market Value of a share of Common
Stock on the Purchase Date (or if such date is not a regular business day, then
on the first business day preceding the Purchase Date).

     5.2 CALENDAR YEAR $25,000 LIMIT. Notwithstanding anything else contained
herein, no Employee may be granted a Purchase Right which permits such Employee
rights to purchase Common Stock under this Plan and any other qualified employee
stock purchase plan (within the meaning of Code Section 423) of the Corporation
and its Subsidiaries to accrue at a rate which exceeds $25,000 of the Fair
Market Value of such Common Stock for each calendar year in which a Purchase
Right is outstanding at any time. For purposes of this Section, Fair Market
Value shall be determined as of the Offering Date.

     5.3 LIMITS FOR FIRST FOUR OFFERING PERIODS. Notwithstanding anything else
contained herein, the maximum number of shares of Common Stock that a
participant shall be eligible to purchase with respect to each of the first four
(4) Offering Periods under the Plan is 1,250 shares per Offering Period.



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                                   ARTICLE VI

                             PURCHASING COMMON STOCK

     6.1 PARTICIPANT'S ACCOUNT. The Administrator shall establish a book account
in the name of each Participant. As discussed in Section 6.2 below, a
Participant's payroll deductions shall be credited to the Participant's account,
without interest, until such cash is withdrawn, distributed, or used to purchase
Common Stock as described below.

     During such time, if any, as the Corporation participates in a Direct
Registration System, shares of Common Stock acquired upon exercise of a Purchase
Right shall be directly registered in the name of the Participant. If the
Corporation does not participate in a Direct Registration System, then until
distribution is requested by a Participant pursuant to Article VII, stock
certificates evidencing the Participant's shares of Common Stock acquired upon
exercise of a Purchase Right shall be held by the Administrator as the nominee
for the Participant. These shares shall be credited to the Participant's
account. Certificates shall be held by the Administrator as nominee for
Participants solely as a matter of convenience. A Participant shall have all
ownership rights as to the shares credited to his or her account, and neither
the Administrator nor the Corporation shall have any ownership or other rights
of any kind with respect to any such certificates or the shares represented
thereby.

     All cash received or held by the Corporation under the Plan may be used by
the Corporation for any corporate purpose. The Corporation shall not be
obligated to segregate any assets held under the Plan.

     6.2 PAYROLL DEDUCTIONS; DIVIDENDS.

     (A) Payroll Deductions. By submitting a Request Form at any time during an
Offering Period (or in the case of the first Offering Period, on or after 1
August 1998 for payroll deductions beginning on or after 1 October 1998) in
accordance with rules adopted by the Committee, an Employee eligible to
participate in the Plan under Section 3.1 may authorize a payroll deduction to
purchase Common Stock under the Plan for the Offering Period. The payroll
deduction shall be effective on the first pay period commencing at least thirty
(30) days after receipt of the Request Form by the Administrator. The payroll
deduction shall be in any whole percentage up to a maximum of ten percent (10%)
of such Employee's Compensation payable each pay period, and at any other time
an element of Compensation is payable. A Participant's payroll deduction shall
not be less than one (1%) percent of such Employee's Compensation payable each
payroll period.

     (B) Dividends. Dividends paid on Common Stock which are credited to a
Participant's account as of the dividend payment date shall be paid to the
Participant as soon as practicable.

     6.3 DEDUCTION CHANGES AND DISCONTINUANCE. A Participant may increase,
decrease

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or completely discontinue his or her payroll deductions by filing a new Request
Form with the Administrator. This increase, decrease or discontinuance shall be
effective on the first pay period commencing at least thirty (30) days after
receipt of the Request Form by the Administrator. A Participant who discontinues
his or her payroll deductions may not resume participation in the Plan until the
following Offering Period.

     Any amount held in the Participant's account after the effective date of
the discontinuance of his or her payroll deductions will either be refunded or
used to purchase Common Stock in accordance with Section 7.1.

     6.4 LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a Participant
either begins a leave of absence, is transferred to employment with a Subsidiary
not participating in the Plan, or remains employed with an Employer but is no
longer eligible to participate in the Plan, the Participant shall cease to be
eligible for payroll deductions to his or her account pursuant to Section 6.2.
The cash standing to the credit of the Participant's account shall become
subject to the provisions of Section 7.1.

     If the Participant returns from the leave of absence before being deemed to
have ceased employment with the Employer under Section 3.2, or again becomes
eligible to participate in the Plan, the Request Form, if any, in effect
immediately before the leave of absence or disqualifying change in employment
status shall be deemed void and the Participant must again complete a new
Request Form to resume participation in the Plan.

     6.5 AUTOMATIC EXERCISE. Unless the cash credited to a Participant's account
is withdrawn or distributed as provided in Article VII, his or her Purchase
Right shall be deemed to have been exercised automatically on each Purchase
Date, for the purchase of the number of full shares of Common Stock which the
cash credited to his or her account at that time will purchase at the Purchase
Price. The cash balance, if any, remaining in the Participant's account at the
end of an Offering Period shall be carried over to the next Offering Period,
without interest. The amount of cash that may be used to purchase shares of
Common Stock may not exceed the Compensation restrictions set forth in Section
6.2.

     If the cash credited to a Participant's account on the Purchase Date
exceeds the applicable Compensation restrictions of Section 6.2 or exceeds the
amount necessary to purchase the maximum number of shares of Common Stock
available during the Offering Period, such excess cash shall be refunded to the
Participant. The excess cash may not be used to purchase shares of Common Stock
under the Plan nor retained in the Participant's account for a future Offering
Period.

     Each Participant shall receive a statement on at least an annual basis
indicating the number of shares credited to his or her account under the Plan.

     6.6 LISTING, REGISTRATION, AND QUALIFICATION OF SHARES. The granting of
Purchase Rights for, and the sale and delivery of, Common Stock under the Plan
shall be subject to the effecting by the Corporation of any listing,
registration, or qualification of the shares subject to that Purchase Right upon
any securities exchange or under any federal or state law, or the


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obtaining of the consent or approval of any governmental regulatory body deemed
necessary or desirable for the issuance or purchase of the shares covered.

                                   ARTICLE VII

                           WITHDRAWALS; DISTRIBUTIONS

     7.1 DISCONTINUANCE OF DEDUCTIONS; LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE
STATUS. In the event of a Participant's complete discontinuance of payroll
deductions under Section 6.3 or a Participant's leave of absence or transfer to
an ineligible status under Section 6.4, the cash balance then standing to the
credit of the Participant's account shall be:

     (A) returned to the Participant, in cash, without interest, as soon as
practicable, upon the Participant's written request received by the
Administrator at least thirty (30) days before the next Purchase Date; or

     (B) held under the Plan and used to purchase Common Stock for the
Participant under the automatic exercise provisions of Section 6.5.

     7.2 IN-SERVICE WITHDRAWALS. During such time, if any, as the Corporation
participates in a Direct Registration System, shares of Common Stock acquired
upon exercise of a Purchase Right shall be directly registered in the name of
the Participant and the Participant may withdraw certificates in accordance with
the applicable terms and conditions of such Direct Registration System. If the
Corporation does not participate in a Direct Registration System, (i) a
Participant may, while an Employee of the Corporation or any Subsidiary,
withdraw certificates for some or all of the shares of Common Stock credited to
his or her account at any time, upon thirty (30) days' written notice to the
Administrator, and (ii) each Participant shall be permitted only one withdrawal
under this Section each calendar quarter. If a Participant requests a
distribution of only a portion of the shares of Common Stock credited to his or
her account, the Administrator will distribute the oldest securities held in the
Participant's Account first, using a first in-first out methodology.

     7.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH. If a
Participant terminates employment with the Corporation and the Subsidiaries for
reasons other than death, the cash balance in the Participant's account shall be
returned to the Participant in cash, without interest, as soon as practicable.
Certificates for the shares of Common Stock credited to his or her account shall
be distributed to the Participant as soon as practicable, unless the Corporation
then participates in a Direct Registration System, in which case, the
Participant shall be entitled to evidence of ownership of such shares in such
form as the terms and conditions of such Direct Registration System permit.

     7.4 DEATH. In the event a Participant dies, the cash balance in his or her
account shall be distributed to the Participant's beneficiary, in cash, without
interest, as soon as practicable. Certificates for the shares of Common Stock
credited to the Participant's account shall be distributed to the beneficiary as
soon as practicable, unless the Corporation then


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participates in a Direct Registration System, in which case, the beneficiary
shall be entitled to evidence of ownership of such shares in such form as the
terms and conditions of such Direct Registration System permit.

     In the event of the Participant's death, the Participant's beneficiary
shall be the person or entity identified on the Participant's employee data
record maintained by the Corporation or on such other form as determined by the
Administrator. This designation of beneficiary may be changed by the Participant
in accordance with procedures established by the Administrator.

     7.5 REGISTRATION. Whether represented in certificate form or by direct
registration pursuant to a Direct Registration System, shares of Common Stock
acquired upon exercise of a Purchase Right shall be directly registered in the
name of the Participant or, if the Participant so indicates on the Request Form,
(a) in the Participant's name jointly with a member of the Participant's family,
with the right of survivorship, (b) in the name of a custodian for the
Participant (in the event the Participant is under a legal disability to have
stock issued in the Participant's name), or (c) in a manner giving effect to the
status of such shares as community property. No other names may be included in
the Common Stock registration. The Corporation shall pay all issue or transfer
taxes with respect to the issuance or transfer of shares of such Common Stock,
as well as all fees and expenses necessarily incurred by the Corporation in
connection with such issuance or transfer.


                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

     8.1 AMENDMENT. The Committee shall have the right to amend or modify the
Plan, in full or in part, at any time and from time to time; provided, however,
that no amendment or modification shall:

     (A) affect any right or obligation with respect to any grant previously
made, unless required by law, or

     (B) unless previously approved by the stockholders of the Corporation,
where such approval is necessary to satisfy federal securities laws, the Code,
or rules of any stock exchange on which the Corporation's Common Stock is
listed:

          (1) in any manner materially affect the eligibility requirements set
     forth in Sections 3.1 and 3.2, or change the definition of Employer as set
     forth in Section 2.11,

          (2) increase the number of shares of Common Stock subject to any
     options issued to Participants (except as provided in Sections 4.2 and
     4.3), or

          (3) materially increase the benefits to Participants under the Plan.

     8.2 TERMINATION. The Committee may terminate the Plan at any time in its
sole and

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absolute discretion. The Plan shall be terminated by the Committee if at any
time the number of shares of Common Stock authorized for purposes of the Plan is
not sufficient to meet all purchase requirements, except as specified in Section
4.1.

     Upon termination of the Plan, the Administrator shall give notice thereof
to Participants and shall terminate all payroll deductions. Cash balances then
credited to Participants' accounts shall be distributed as soon as practicable,
without interest.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 STOCKHOLDER APPROVAL. The Plan shall be approved and ratified by the
stockholders of the Corporation, not later than twelve (12) months after
adoption of the Plan by the Board of Directors of the Corporation, pursuant to
Treasury regulation Section 1.423-2(c). If for any reason such approval is not
given by such date, the Plan shall be null and void, all payroll deductions to
the Plan shall cease, the cash balances and Common Stock credited to
Participants' accounts shall be promptly distributed to them, and any Common
Stock certificates issued and delivered to Participants prior to such date shall
remain the property of the Participants.

     9.2 EMPLOYMENT RIGHTS. Neither the establishment of the Plan, nor the grant
of any Purchase Rights thereunder, nor the exercise thereof shall be deemed to
give to any Employee the right to be retained in the employ of the Corporation
or any Subsidiary or to interfere with the right of the Corporation or any
Subsidiary to discharge any Employee or otherwise modify the employment
relationship at any time.

     9.3 TAX WITHHOLDING. The Administrator may make appropriate provisions for
withholding of federal, state, and local income taxes, and any other taxes, from
a Participant's Compensation to the extent the Administrator deems such
withholding to be legally required.

     9.4 RIGHTS NOT TRANSFERABLE. Rights and Purchase Rights granted under this
Plan are not transferable by the Participant other than by will or by the laws
of descent and distribution and are exercisable only by the Participant during
his or her lifetime.

     9.5 NO REPURCHASE OF STOCK BY CORPORATION. The Corporation is under no
obligation to repurchase from any Participant any shares of Common Stock
acquired under the Plan.

     9.6 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware except to the extent such laws
are preempted by the laws of the United States.

     9.7 STOCKHOLDER APPROVAL; REGISTRATION. The Plan was adopted by the Board
of Directors of the Corporation on 11 March 1997 to be effective as of 1 July
1998, provided that

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no Offering Period may begin until a Registration Statement under the Securities
Act of 1933, as amended, covering the shares to be issued under the Plan, has
become effective. The Plan is subject to approval by the stockholders of the
Corporation within twelve (12) months of approval by the Board of Directors.


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