1 EXHIBIT 10.34 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "Agreement") is entered into as of September 9, 1999 (the "Effective Date") by and between XCare.net, a Delaware corporation with offices at 6400 S. Fiddler's...

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EXHIBIT 10.34

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the "Agreement") is entered into as
of September 9, 1999 (the "Effective Date") by and between XXxxx.xxx, a Delaware
corporation with offices at 0000 X. Xxxxxxx'x Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
("XXxxx.xxx"), and Asthma Management Company, a corporation with offices at 000
Xxxxxxx Xxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000 ("Client").

This Agreement covers the purchase and license of consulting, development
and other services from XXxxx.xxx, pursuant to orders placed by Client and
accepted by XXxxx.xxx after the Effective Date. This includes the following
Asthma Management objectives: electronic medical records, workflow engines, data
warehousing, support, maintenance, hosting services, and the Internet product.

This Agreement includes the following attachments, which are incorporated
herein by this reference:
Attachment 1 XXxxx.xxx Development Services
Attachment 2 Schedule of Work Deliverables, Project Plan, Fees and Payment
Terms
Attachment 3 Maintenance Agreement
Attachment 4 Architectural Platform
Attachment 5 List of Acceptance Criteria
Attachment 6 Escrow Agreement
Attachment 7 Hosting Agreement

Any notice required or permitted under this Agreement will be in writing
and delivered to the address set forth below, or to such other notice address as
the other party has provided by written notice.

THIS AGREEMENT, INCLUDING THE ATTACHMENTS LISTED ABOVE, CONSTITUTES THE
COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES WITH REFERENCE TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF CLIENT'S PURCHASE
ORDER (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.

AGREED:

XXxxx.xxx Client:

Xxxxxx Xxxxxxx -------------------------------------

President & CEO -------------------------------------

By: By:
---------------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)

------------------------------------- -------------------------------------
(Printed Name and Title (Printed Name and Title)

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ATTACHMENT 1

XXXXX.XXX DEVELOPMENT SERVICES

1. DEFINITIONS

1.1. "Content" shall mean marketing collateral, data, text, audio files,
video files, graphics and other materials provided by Client or
developed hereunder for use with the Client Web Site, but excluding
the XXxxx.xxx Software.

1.2. "Development Services" shall mean design, development, and set-up
services to (i) modify, if necessary, existing XXxxx.xxx technology,
trade secrets and know-how to produce the XXxxx.xxx Software and
other elements of the Client Web Site, (ii) produce the client
software, (iii) produce the client web site and (iv) provide any
other consulting services rendered hereunder as identified in the
appropriate schedules ("Schedule(s)") attached hereto.

1.3. "XXxxx.xxx Software" shall mean the architectural platform described
in Attachment 3, all computer program code and other results and
proceeds of XXxxx.xxx's services hereunder (other than Content and
Client Software) that are delivered by XXxxx.xxx to Client pursuant
to this Agreement. Such XXxxx.xxx Software shall be provided in
object code form that conforms with Extensible Xxxx-Up Language
Standards and the parties will enter into an escrow agreement
(Attachment 6) paid for by client.

1.4. "Client Web Site(s)" shall mean the so-called "web page" site or
sites on the World Wide Web, for the public Internet or for
corporate intranets or extranets, to be developed or serviced by
XXxxx.xxx hereunder, as identified in the appropriate Schedule(s).

1.5. "Client Software" shall mean all computer program code and other
results and proceeds of XXxxx.xxx's services, excluding the
XXxxx.xxx platform architecture and associated technical residuals,
developed specifically by XXxxx.xxx for Client hereunder and paid
for by Client. Client Software shall be provided in source code that
conforms with Extensible Xxxx-Up Language Standards.

2. SERVICES

2.1. Development Services. XXxxx.xxx shall render Development Services in
accordance with the requirements set forth in Schedules in the form
of mutually agreed upon Project Management Plans that will be
created for each Phase of application development. Each Schedule for
new services shall be successively numbered (e.g., 1, 2, etc.). Each
schedule shall be executed by the parties and shall be subject to
the terms and conditions of this Agreement. XXxxx.xxx shall provide
qualified and trained personnel to render such services and shall
use reasonable commercial efforts to meet the delivery schedule set
forth in the applicable Schedules. Any additions, deletions or other
changes to a Schedule shall be mutually agreed to in writing in
advance by both parties and shall be memorialized in a revised
Schedule pursuant to the procedure get forth in Section 2.6 below
for Change Orders. All services shall be performed at XXxxx.xxx's
offices unless otherwise agreed by the parties. In the event that
services are performed at Client's location, Client shall provide
XXxxx.xxx at no charge with all necessary

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facilities and equipment, including without limitation, computer
time on Client's computers and office space, sufficient to render
the services contemplated hereunder. Client shall deliver to
XXxxx.xxx all Content selected by Client for incorporation into any
Client Web Site in digitized format if available, otherwise hard
copies shall be provided in accordance with the delivery schedule
set forth in the applicable Schedule(s). In the event that Client
fails to deliver the Content in accordance with the delivery
schedule, the development schedule shall be extended by the number
of days that delivery of the Content was delayed, unless XXxxx.xxx
notifies Client that this extension will not rectify XXxxx.xxx's
scheduling interruption resulting from Client's delay and such delay
may also result in additional charges to Client, in which case the
parties shall mutually agree upon a new delivery schedule and fees
with respect to the rendition of the Development Services.

2.2. Acceptance of Deliverables. Within fifteen (15) calendar days after
the delivery to Client of any deliverable pursuant to any Schedule,
Client shall provide XXxxx.xxx with written notice of any failure of
any deliverable to materially conform to the functional
specifications set forth in the in the applicable Schedule.
XXxxx.xxx and Client shall review the objections, and XXxxx.xxx will
use commercially reasonable efforts to correct any material
nonconformities with the functional specifications and provide
Client with a revised deliverable within fifteen (15) calendar days.
Client shall have deemed to have accepted the deliverable if
XXxxx.xxx does not receive written notice of Client's objections
within said fifteen (15) calendar day period. All deliverables
pursuant to any schedule must include a 30 calendar day client beta
testing period.

2.3. Domain Name Registration Services. If domain name registration
services are included in the Schedule, XXxxx.xxx shall use
commercially reasonable efforts to assist Client in registering an
Internet domain name selected by Client. Client will be solely
responsible for all out-of-pocket costs and all legal clearances
regarding name selection and registration.

2.4. Maintenance Services. XXxxx.xxx shall render maintenance services
pursuant to the terms and conditions of Attachment 3 Maintenance
Agreement. The maintenance and support phase begins after the
acceptance of the delivered product.

2.5. Hosting, Services. If Client desires to purchase hosting services
from XXxxx.xxx for the Client Web Site, the parties shall execute a
Hosting Services Agreement (Attachment 7 Hosting Agreement), and
XXxxx.xxx shall render hosting services pursuant to the terms and
conditions of such agreement.

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

2.7. Disaster Recovery Plan. XXxxx.xxx will provide a disaster recovery
plan to the Client by July 1, 2000. This plan will include
co-location information, software recovery, data recovery, and a
plan outlining the timeframe for disaster recovery. The disaster
recovery plan will be implemented by December 31, 2000.

2.8. Performance Guarantee. Except as may otherwise be provided in the
Agreement, credit for lost Services will be issued only for periods,
calculated in fifteen (15) minute increments, in excess of two (2)
hours in any calendar month. One (8) hour services loss will be
permitted in each 6

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month service period to allow for potential catastrophic system
disruption. Lost services or "Downtime" is deemed to have occurred
only if service becomes unusable by Client as a result of failure of
XXxxx.xxx facilities, equipment or personnel used to provide the
Services, and only where the interruption is not the result of (a)
negligence or other conduct of Client or its agents, (b) failure or
malfunction of any equipment or services not provided by XXxxx.xxx,
including failure of the internet transport network. Credit shall be
calculated by calculating the average hourly rate for XXxxx.xxx's
services over the prior month and multiplying it times the number of
hours of downtime.

XXxxx.xxx's latency guarantee constitutes average round-trip
transmissions of three seconds or less between the transit backbone
routers (hub routers) in the contiguous U.S. The transatlantic
latency guarantee is six seconds or less. The performance guarantees
specified do not reflect infringements upon speed as a result of the
Internet or connections of the users.

2.8.1 XXxxx.xxx Average Server Response Times. Should the response
times stipulated above not be met for a minimum of 30 minutes
per day for FIVE consecutive days, then XXxxx.xxx will make
all necessary additions/modification to the equipment
configuration over the next calendar month to bring the
response times within their stipulated levels again.

2.9 XXxxx.xxx represents and warrants that all Client Software and
XXxxx.xxx Software will process dates correctly prior to, during and
after the calendar year 2000. This shall include, but not be limited
to, century recognition, calculations that accommodate the same
century and multi-century formulas and date values, and interface
values that reflect the century. In the event that Client becomes
aware that the Client Software or XXxxx.xxx Software will not or
does not process data containing any dates subsequent to the year
1999 correctly, Client shall immediately notify XXxxx.xxx of that
fact and XXxxx.xxx agrees to correct or replace the Client Software
or XXxxx.xxx Software to eliminate such processing problem in
accordance with XXxxx.xxx's standard policies, which are available
upon request.

The foregoing is Client's sole and exclusive remedy for breach of
warranty. The warranty set forth above is made to and for Client's
benefit only. The warranty will apply only if no modification,
alteration or addition has been made to the Client Software or
XXxxx.xxx Software by persons other than XXxxx.xxx or XXxxx.xxx's
authorized representative.

3. OWNERSHIP AND LICENSE RIGHTS

3.1. Property Rights and Ownership. The Client Web Site(s) and all other
results and proceeds of XXxxx.xxx's services hereunder, shall
consist of, and shall operate in conjunction with, multiple elements
of intellectual property, including without limitation the XXxxx.xxx
Software and the Client Content. The parties' respective rights to
such elements shall be as set forth below. For purposes of this
Agreement, the term "ownership" shall refer to ownership of all
intellectual property rights including, but not limited to, all
patent, copyright, trade secret and trademark rights, as applicable,
with respect to the subject intellectual property.

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Intellectual Property Elements Ownership/Rights
------------------------------ ----------------

Client Content, including all Client Content that Client has sole ownership.
is modified by XXxxx.xxx ("Modified Content") and
HTML files that contain Client Content, and
modifications to Content as a result of Client's
usage of self-authoring tools.

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

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

Client Software Client has sole ownership. Subject to exclusion
specified in Section 1.5

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

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

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

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

3.2. License to Client. XXxxx.xxx grants Client a non-exclusive,
non-transferable license to use the XXxxx.xxx Software on one or
more computers in code version only to operate and display the
Client Web Site in order for end users to access the Client Web
Site. If the XXxxx.xxx Software is not developed for use on a Client
Web Site, then the foregoing license shall constitute a
nonexclusive, non-transferable license to use the XXxxx.xxx Software
on one or more computers in object code version only for Client's
internal business needs. Client may grant a sublicense to a third
party that Client engages to host the Client Web Site, provided,
that such third party agrees in writing to be bound by the license
and confidentiality restrictions set forth in this Agreement. Client
is prohibited from duplicating and/or distributing any XXxxx.xxx
Software without the prior written consent of XXxxx.xxx; provided,
however that Client may copy the XXxxx.xxx Software only as needed
for reasonable ordinary backup or disaster recovery

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procedures. All registered users shall be granted permission to
access the software from as many locations as are necessary.

Client is granted rights to modifications and updates to the
XXxxx.xxx internal software product updates as they apply
specifically to the application created for Client. This excludes
enhancements to products that do not directly correlate to the
application created for Client. New products created after the
delivery of the Client application are also excluded. Adaptations to
the XXxxx.xxx product(s) so that they are customized for Client
shall incur additional costs.

3.3. License to XXxxx.xxx. Client grants XXxxx.xxx a non-exclusive
license (i) to use, copy, and modify the Content in connection with
XXxxx.xxx's performance of the Development Services, and (ii) to
use, copy, modify, distribute and display server usage data and
statistics generated by the XXxxx.xxx Software.

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

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

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

3.7. Support of the Client and XXxxx.xxx Software. Should XXxxx.xxx, or
an organization acquiring, merging with, or succeeding XXxxx.xxx in
any way, decide to cease supporting the Client software or XXxxx.xxx
software, then client will have a twelve (12) month option to either
(i) request the source code for the software out of escrow (see
Attachment 5 Escrow Agreement) so Client can arrange for the support
of the software on their own or (ii) replace the software with a
similar or like application from XXxxx.xxx or the successor
organization at no additional license fee (a reasonable
implementation fee can be charged).

4. PAYMENT

4.1. Development Services. In consideration for the performance of the
Development Services, Client shall pay to XXxxx.xxx the rates as set
forth in Attachment 2 Schedule of Work and Fees. In the event that
XXxxx.xxx renders services at Client's location, Client shall pay
the reasonable travel, living and related expenses for XXxxx.xxx
personnel rendering services at Client's location. All services
hereunder shall be rendered on a per-project basis; provided,
however, that in the event that the parties agree that any services
hereunder will be rendered on a time and materials basis with a
budget not to be exceeded, all work will be billed at XXxxx.xxx's
standard hourly rates, which may be revised from time to time by
XXxxx.xxx, in its sole discretion, upon written notice to Client.
For time and materials billing, amounts set forth in the applicable
Schedule represent an estimate of the hours required to complete the
work outlined in such Schedule; in the event that actual hours
incurred to complete the work exceed

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those included in the budget XXxxx.xxx will notify Client, and the
budget will be revised with additional agreed upon hours billed at
XXxxx.xxx's standard hourly rates. All time and materials xxxxxxxx
will be made biweekly.

4.2. Maintenance Services. Maintenance services will be provided
according to Attachment 3 Maintenance Services.

4.3. Hosting, Services. If the parties have entered into a XXxxx.xxx
Hosting Services Agreement, Client shall pay XXxxx.xxx the amounts
set forth in said Hosting Services Agreement. Attachment 7 Hosting
Agreement.

4.4. Taxes. In addition to the fees due as specified above, Client shall
pay any and all federal, state and local sales, use, value added,
excise, duty and any other taxes of any nature assessed upon or with
respect to the license granted hereunder, arising from this
Agreement, except that taxes on XXxxx.xxx's income shall be the sole
responsibility of XXxxx.xxx.

4.5. Payments. All payments made pursuant to this Agreement shall be made
in U.S. Dollars are due thirty (30) calendar days from the date of
invoice. Late payments shall bear interest at one and one-half
percent (1.5%) per month or the maximum rate permitted by law,
whichever is less.

5. LIMITED WARRANTY

5.1. Software Warranty. Subject to the limitations set forth in this
Agreement, XXxxx.xxx war-rants only to Client that the XXxxx.xxx
Software and Client Software furnished hereunder when properly
installed, properly used and unmodified by Client, will
substantially conform to the functional specifications set forth in
Attachment 5 List of Acceptance Criteria. XXxxx.xxx's warranty shall
extend for a period of one hundred five (105) calendar days from
the date that the final deliverables specified in each Schedule are
accepted by the Client ("Warranty Period"). XXxxx.xxx's sole
responsibility under this Section 5.1 shall be to take reasonable
precautions and will apply testing procedures to assure that the
Vendor Systems (EMR and other) and the Developed Systems (XXxxx.xxx)
are free from material reproducible programming errors and defects
in workmanship and materials, and that the Developed Systems will
conform in all material respect to the specifications therefore. If
material reproducible programming errors are discovered in the
Developed Systems, XXxxx.xxx shall promptly remedy them at no
additional expense to Customer. XXxxx.xxx will obtain a
substantially similar warranty from the Vendor Systems and if
material reproducible programming errors are discovered in the
Vendor Systems, XXxxx.xxx and System vendor will promptly remedy
them at no additional expense to Customer. All warranty claims not
made in writing or not received by XXxxx.xxx within the Warranty
Period shall be deemed waived. XXxxx.xxx's warranty obligations are
solely for the benefit of Client, who has no authority to extend or
transfer this warranty to any other person or entity.

5.2. XXXXX.XXX DOES NOT WARRANT THAT THE USE OF THE CLIENT SOFTWARE AND
THE XXXXX.XXX SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT
THE SPECIFICATIONS WILL MEET ANY OF CLIENT'S REQUIREMENTS OTHER THAN
THE EXPRESS WRITTEN REQUIREMENTS SET FORTH IN ATTACHMENT 5 - LIST OF
ACCEPTANCE CRITERIA. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE,
XXXXX.XXX DOES NOT MAKE ANY WARRANTY AS TO THE XXXXX.XXX SOFTWARE OR
THE SERVICES PROVIDED HEREUNDER

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OR THE RESULTS TO BE OBTAINED FROM USE OF THE XXXXX.XXX SOFTWARE.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE XXXXX.XXX
SOFTWARE IS USED AND THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INTERNET OR USE OF
INFORMATION IN CONNECTION WITH THE SOFTWARE.

6. INTELLECTUAL PROPERTY INDEMNIFICATION

6.1. XXxxx.xxx.

6.1.1. Indemnification. XXxxx.xxx, at its own cost and expense,
shall defend Client and its officers and directors, against a
claim that the XXxxx.xxx Software or Client Software
infringes a third-party United States copyright or trade
secret, and shall pay any settlements entered into or damages
awarded against Client, or its officers and directors, to the
extent related to such claim, provided that (i) Client
notifies XXxxx.xxx promptly in writing of the claim; (ii)
XXxxx.xxx has the sole control of the defense and all related
settlement negotiations; and (iii) Client provides XXxxx.xxx
with all reasonably necessary assistance, information, and
authority to perform the foregoing at XXxxx.xxx's expense.

6.1.2. XXxxx.xxx shall have no liability for any claim of
infringement based on (i) use by Client of other than the
current update of the XXxxx.xxx Software or Client Software
if the infringement would have been avoided by uses of the
current update; (ii) modifications, adaptations or changes to
the XXxxx.xxx Software or Client Software not made by
XXxxx.xxx; (iii) the combination or use of the materials
furnished hereunder with materials not furnished by XXxxx.xxx
if such infringement would have been avoided by use of the
XXxxx.xxx materials alone; or (iv) use or incorporation of
Content or Modified Content. In the event the XXxxx.xxx
Software is held to, or XXxxx.xxx believes is likely to be
held to, infringe the intellectual property rights of a third
party, XXxxx.xxx shall have the right at its sole option and
expense to (i) substitute or modify the XXxxx.xxx Software or
Client Software so that it is noninfringing and qualitatively
and functionally equivalent to the XXxxx.xxx Software or
Client Software; (ii) obtain for Client a license to continue
using the XXxxx.xxx Software or Client Software; or if
neither (i) nor (ii) is commercially reasonable, XXxxx.xxx
shall have the fight to terminate this Agreement immediately
upon written notice to Client, and XXxxx.xxx shall make
payment to Client of an amount equal to the fees paid for the
XXxxx.xxx Software or Client Software, pro-rated over a three
(3) year period commencing on the Effective Date. This
Section 6.1 sets forth Client's sole and exclusive remedy and
XXxxx.xxx's sole liability for intellectual property
infringement by XXxxx.xxx.

6.2. Client.

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

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

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

7. LIMITATIONS ON LIABILITY

THE MAXIMUM LIABILITY OF XXXXX.XXX OR CLIENT, ITS DIRECTORS, OFFICERS,
PARENT COMPANY, AND, AFFILIATES, TO CLIENT FOR DAMAGES RELATING TO
XXXXX.XXX'S FAILURE TO PERFORM SERVICES HEREUNDER SHALL BE LIMITED TO AN
AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO XXXXX.XXX WITH RESPECT TO
SUCH SERVICES, EXCEPT THAT NO SUCH LIMITATION SHALL APPLY TO SECTION
6.1.1, SECTION 9 OR SECTION 3.1. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT, IN NO EVENT SHALL XXXXX.XXX, ITS DIRECTORS,
OFFICERS, PARENT COMPANY, AND AFFILIATES, LICENSORS, AND SUPPLIERS, BE
LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION
OR FOR ANY INDIRECT, INCIDENTAL. SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE
SERVICES PROVIDED HEREUNDER, EVEN IF XXXXX.XXX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.

8. TERM AND TERMINATION

8.1. Term. Subject to this Section 8, the term of this Agreement shall
commence on the Effective Date and continue until terminated by
either party pursuant to Section 8.2 or 8.3 below.

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

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8.3. Termination for Convenience. This Agreement may be terminated by
either party upon ninety (90) days advance written notice.

8.4. Effect of Termination. If this Agreement is terminated by XXxxx.xxx
under Section 8.2, while XXxxx.xxx is performing any Development
Services for Client hereunder, Client shall immediately pay
XXxxx.xxx the total fees associated with such incomplete project, as
well as all amounts due and owing for any projects already completed
by XXxxx.xxx hereunder or for any third-party products or services
purchased by XXxxx.xxx in Client's behalf. If the Agreement is
terminated under Section 8.3 while XXxxx.xxx is performing any
Development Services or other services for Client hereunder, Client
shall pay XXxxx.xxx all fees due and owing up to the effective date
of such termination. The foregoing shall be without limitation to
XXxxx.xxx's rights and remedies under this Agreement.

8.5. Survival. Sections 3, 5, 7, 8, 9 and 10 shall survive any
termination or expiration of this Agreement; provided, however, that
if this Agreement is terminated by either party pursuant to Section
8.2 above, then Section 3.2 and 3.3 shall not survive.

9. CONFIDENTIALITY

9.1. Confidential Information. Each party acknowledges that, in
connection with the performance of this Agreement, it may receive
certain confidential or proprietary technical and business
information and materials of the other party ("Confidential
Information").

XXxxx.xxx agrees to obtain prior written consent from Asthma
Management before releasing any client-specific data/statistics,
including but not limited to the server usage reports. Asthma
Management owns all of the data that flows through the XXxxx.xxx
applications and servers.

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

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

9.4. Injunctive Relief Each party acknowledges that any breach of the
provisions of this Section 9 may cause irreparable harm and
significant injury to an extent that may be extremely difficult to
ascertain. Accordingly, each party agrees that the other party will
have, in addition to any other rights or remedies available to it at
law or in equity, the right to seek injunctive relief to enjoin any
breach or violation of this Section 9.

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10. GENERAL PROVISIONS

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

10.2. Notice. All notices, demands, requests or other communications
required or permitted under this Agreement will be deemed given when
(i) delivered personally; (ii) five (5) calendar days after having
been sent by registered or certified mail, return receipt requested,
postage prepaid; or (iii) one (1) day after deposit with a
commercial overnight carrier, with written verification of receipt.

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

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

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

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

10.7. Publicity. Within a time frame mutually agreed upon by the parties,
the parties shall mutually agree on a joint press release announcing
the existence of this Agreement. Neither party will use the other
party's name, domain name, logo, trademark or service xxxx in
advertising or publicity without obtaining the other party's prior
written consent; provided, however, that XXxxx.xxx shall have the
nonexclusive right and license to use Client's name and Client Web
Site name, including the URL (Uniform Resource Locator) thereto, as
a Client reference, and as part of XXxxx.xxx's client portfolio.
XXxxx.xxx shall also have the right to display its name and logo, as
well as a link to the XXxxx.xxx site, on the Client Web Site(s), and
to receive credit as the developer of the Client Web Site(s),
(collectively, the "Credit"). Such Credit shall appear on the "home
page" of the Client Web Site(s) in a position that provides
reasonable and appropriate visibility to XXxxx.xxx in light of
industry standards and Client's requirements.

10.8. Additional Actions and Documents. Each of the parties hereto hereby
agrees to take or cause to be taken such further actions, to
execute, deliver and file or cause to be executed, delivered

11
12
and filed such further documents, and will obtain such consents, as may
be necessary or as may be reasonably requested in order to fully
effectuate the purposes, terms and conditions of this Agreement.

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

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

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

10.12. Mediation. Any Dispute that the Parties are unable to resolve through
informal discussions or negotiations will be submitted to non-binding
mediation, which will be held in New York, New York. The Parties will
mutually determine who the mediator will be from a list of mediators
obtained from the AAA office located in New York, New York. If the
Parties are unable to agree on the mediator, the mediator will be
selected by the AAA.

10.13. Arbitration. Any Dispute that the Parties are unable to resolve
through mediation pursuant to Section 10.12 will be submitted to
arbitration in accordance with the following procedures:

10.13.1. Demand for Arbitration; Location. Either Party may demand
arbitration by giving the other Party written notice to such
effect which notice will describe, in reasonable detail, the
facts and legal grounds forming the basis for the filing
Party's request for relief and will include a statement of the
total amount of damages claimed, if any, and any other remedy
sought by that Party. The arbitration will be held before one
neutral arbitrator in New York, New York.

10.13.2. Identification of Arbitrator. Within thirty (30) calendar days
after the other Party's receipt of such demand, the Parties
will mutually agree upon an arbitrator. If the parties are
unable to agree on the arbitrator within that time period, the
arbitrator will be selected by the AAA. The arbitrator
will have a background in, and knowledge of, the information
technology services. If a person with such industry experience
is not available, the arbitrator will be chosen from the large
and complex case panel or, if an appropriate person is not
available from such panel, the retired federal judges pool.

12
13

10.13.3. Conduct of Arbitration. The arbitration will be governed by the
Commercial Arbitration Rules of the AAA, except as expressly
provided in this Section 10.13. However, the arbitration will
be administered by an organization mutually agreed to in
writing by the Parties. If the Parties are unable to agree upon
the organization to administer the arbitration, it will be
administered by the AAA under its procedures for large and
complex cases. Pending the arbitrator's determination of the
merits of the Dispute, either Party may apply to any court of
competent jurisdiction to seek injunctive or other
extraordinary relief.

10.13.4. Scope of Discovery. Discovery will be limited to the request
for and production of documents, depositions and
interrogatories. Interrogatories will be allowed only as
follows: a Party may request the other Party to identify by
name, last known address and telephone number (i) all persons
having knowledge of facts relevant to the Dispute and a brief
description of that person's knowledge, (ii) any experts who
may be called as an expert witness, the subject matter about
which the expert is expected to testify, the mental impressions
and opinions held by the expert and the facts known by the
expert (regardless of when the factual information was
acquired) which relate to or form the basis for the mental
impressions and opinions held by the expert and (iii) any
experts who have been used for consultation, but who are not
expected to be called as an expert witness, if such consulting
expert's opinions or impressions have been reviewed by an
expert witness. All discovery will be guided by the Federal
Rules of Civil Procedure. All issues concerning discovery upon
which the Parties cannot agree will be submitted to the
arbitrator for determination.

10.13.5. Authority of Arbitrator. In rendering an award, the arbitrator
will determine the rights and obligations of the Parties
according to the substantive and procedural laws of the State
of New York. The arbitrator will not have authority to award
damages in excess of the amount or other than the types allowed
by Section 5.2, except in the case of gross negligence or
willful misconduct, and may not, in any event, make any
ruling, finding or award that does not conform to the terms and
conditions of this Agreement, except in the case of gross
negligence or willful misconduct.

10.13.6. Joinder of Parties. Each of Vendor and Customer agree that it
will use commercially reasonable efforts to join (and will
allow the other Party to join) any Third Party that the Parties
have agreed is indispensable to the arbitration. If any such
Third Party does not agree to be joined, the arbitration will
proceed nonetheless.

10.13.7. Award. The decision of, and award rendered by, the arbitrator
will be final and binding on the Parties. Upon the request of a
Party, the arbitrator's award will include written finding of
fact and conclusions of law. Judgement on the award may
be entered in and enforced by any court of competent
jurisdiction. Each Party will bear its own costs and expenses
(including filing fees) with respect to the arbitration,
including one-half of the fees and expenses of the arbitrator.

13
14

10.14. Exclusive Remedy. Other than those matters involving injunctive or other
extraordinary relief or any action necessary to enforce the award of the
arbitrator, the Parties agree that the provisions of this Article 10 are
a complete defense to any suit, action or other proceeding instituted in
any court or before any administrative tribunal with respect to any
Dispute or the provision of the Services by Vendor. Nothing in this
Article 10 prevents the Parties from exercising their rights to
terminate this Agreement in accordance with Article 8.

10.15. Jurisdiction. All disputes arising out of or relating to this Agreement
shall be submitted to the non-exclusive jurisdiction of the state and
federal courts encompassing New York, New York, and each party
irrevocably consents to such personal jurisdiction and waives all
objections thereto.

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15

ATTACHMENT 2

SCHEDULE OF WORK AND FEES

This Schedule describes Services to be provided by XXxxx.xxx to Client under
this Professional Services Agreement dated September 9, 1999.

1. DESCRIPTION OF WORK

1.1. Phase I - Development of Beta Website Version 1.0

In order to enable Client to test the content of the Standard of
Care document, XCare is developing a Beta website. In
conjunction with this deliverable, XCare with Client is
analyzing the functional requirements laid out in the Standard
of Care document. The project team will evaluate the feasibility
of either selecting/licensing/customizing a web-based EMR
package that meets Client's functional requirements or custom
building an application that technologically enables the
remaining functionality within the Standard of Care document.
The major activities to complete these tasks are as follows (see
attached project plan for more detail):

A. Analyze Functional Requirements

B. Database Design

C. Define the network architecture for Client and the
physician offices

D. Define hardware architecture for Client and the
physician offices

E. Questionnaire Content Development - the functionality in
release 1.0 of the Beta site includes the following
cross references from the List of Acceptance Criteria:

o Criteria Numbers: 2, 22, 32, 33, 34, 35, 36, 37, 39,
40, 44, 45, 46, 48, 49, 50, 63, 67

F. Selection of Bulletin Board (threaded discussion)
Software

G. Hosting of Interim Marketing Website

H. Implementation Plan for version 2.0 Beta Site

TOTAL ESTIMATED HOURS = [*] HOURS

TOTAL ESTIMATED COST = $[*]K - $[*]K

PAYMENT SCHEDULE

The contract is based on a not to exceed time and materials
budget based on the functionality specified above. The payment
schedule will be based on the following timeline for Phase I:

o 20% upon signing the contract

o 40% Dec. 31, 1999

o 30% Jan. 31, 2000

o 10% Feb. 15, 2000

* Confidential treatment requested
1
16

1.2. Phase Ia - Development of Beta Website Version 2.0

In order to enable Client to test the content of the Standard of
Care document, XCare is developing a beta website. In
conjunction with this deliverable, XCare is also selecting a
web-based EMR package that meets Client's functional
requirements. The major activities to complete these tasks will
be further defined and outlined in an addendum to this document.

1.3. Phase II - Final Site Integration/Implementation

Applications/partnerships that have not been defined
specifically will be incorporated into the architecture based on
the type of service. Mutually agreed upon requirements for these
applications will be developed and implemented by March 31,
2000. The major activities to complete these tasks will be
further defined and outlined in an addendum to this document.

2. FEE SCHEDULE:

Our approach is highly structured which provides our clients with
detailed costing estimates throughout the project. For time and
materials projects, XXxxx.xxx billing rates are $150/hr and payable upon
completion of the agreed upon milestone activities. Travel expenses
associated with the project will be billed separately.

There will be no hosting charges made for XXxxx.xxx to host the interim
marketing site, the branded interim marketing site, and the beta web
site through Dec. 31, 1999.

3. XXXXX.XXX AND CLIENT CONTACTS ASTHMA MANAGEMENT CORPORATION

Xxx Xxxxxx CEO 203/341-0798
Xxxx Xxxx Chief Operating Officer 718/229-0821
XXXXX.XXX

Xxx Xxxxx V.P. Product Development 303/000-0000 x000
Xxxxxx Xxxxxxxx Director, Solution Architecture 303/000-0000 x000

XXXXX.XXX "CLIENT"

By: By:
---------------------------------- ----------------------------------

------------------------------------- -------------------------------------
Printed Name Printed Name

------------------------------------- -------------------------------------
Title Title

------------------------------------- -------------------------------------
Date Date

2
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ATTACHMENT 3

MAINTENANCE SERVICES

In consideration of payment of the annual Maintenance Fee(s) set forth in this
Attachment, Customer agrees to purchase, and XXxxx.xxx agrees to provide
Customer on an annually renewable basis with software maintenance services for
XXxxx.xxx and Client software as follows:

A. Any and all content updates to the Client website;

B. Any and all updates to the Documentation issued by XXxxx.xxx; and

C. Remote diagnostic support (including dial-up capabilities) regarding
XXxxx.xxx and Client software to include error analysis and, where
possible, correction services, twenty-four (24) hours per day, seven (7)
days per week. Any on-site assistance which Customer may request and which
is provided by XXxxx.xxx, which, in XXxxx.xxx's reasonable opinion, is not
necessary to determine the nature and resolution of any problems Customer
may have with XXxxx.xxx shall be provided by XXxxx.xxx at its then-current
rates. If Customer notifies XXxxx.xxx that it suspects a material error in
the program logic of XXxxx.xxx or in the Documentation, XXxxx.xxx shall
make all reasonable efforts to confirm the existence of the error and
correct it. If the parties mutually determine that no such error exists,
Customer agrees to pay XXxxx.xxx for its services at XXxxx.xxx's hourly
rates then in effect and to reimburse XXxxx.xxx for any and all reasonable
travel and living expenses incurred by XXxxx.xxx in rendering such
services. XXxxx.xxx will use its Severity Designations in effect from time
to time to provide remote diagnostic support. A current copy of Severity
Designations are attached.

D. XXxxx.xxx's providing Customer with maintenance services as described in
this Attachment shall automatically continue, on an annual basis, unless
either party shall give written notice to the other that it desires not to
renew such maintenance services. The parties agree that such written notice
shall be remitted for receipt by the other no less than ninety (90) days
prior to the end of the then-current annual maintenance period.

PAYMENT ESTIMATED ESTIMATED
TRIGGERING EVENT TIME FRAME PERCENTAGE DUE AMOUNT DUE
---------------- ---------- -------------- ----------

Final Acceptance or February, 2000 1/12 of total payment to be made 25% of final
commencement of on a monthly basis during the application
Live Production Year of maintenance services. development fee.
Environment
("Acceptance")

First and Subsequent Annually 1/12 of Annual Maintenance 25% of Total
Anniversaries of Thereafter Fee application
Acceptance development fee

ATTACHMENT 4

ARCHITECTURAL PLATFORM

XXXXX.XXX OUTSOURCING SERVICES

XXxxx.xxx relies on a redundant frame network to support Extranet capabilities
with its customers. XXxxx.xxx's systems architecture is built on a multitiered
fully redundant architecture using UNIX as the base operating

XXxxx.xxx Frame Network
Asthma Management Co.

[FLOW CHART]

system. Xxxxx.xxx will commence full web outsourcing operation operations in
1999 from its main hosting facility located in Albuquerque, New Mexico. Plans to
co-locate the web services to another area in 2000 are currently underway.

Xxxxx.xxx uses virtual servers to present a single address for a group of real
servers and load-balance service requests between real servers in a site. Real
servers are actual host machines with unique IP addresses that provide TCP/IP
and WWW services to the network. This physical network design facilitates the
expansion of the network for future growth. Systems may be added to help manage
resources where required.

XXXXX.XXX NETWORK ARCHITECTURE DESIGN

[DIAGRAM]
19

Attachment 5 -- List of Acceptance Criteria

Original
Standard of In Beta IT
Care (versions 1 System (release
AMC Desired IT Functions and 2), page # 1.0, 12/9/99) Beta release 2.0
------------------------ -------------- ------------- ----------------

2. Search the IT system for possible patient records 6 X

4. Enter "mini-registration" data (pt. registration
via website -- need security functions) 6

5. Lookup insurance information 7

6. Input the appointment into the scheduling system 7

7. Determine Encounter Package Code 8 X

9. Patients "pre-register" via the Internet 8

11. Assign temporary medical record number or password
or other alternative allowing patient to enter
pre-registration, intake and survey data via the internet 8

12. Pre-populate "introductory" letters 8 X

14. Create and print the "Scheduling Pull List Report" 8

15. Search for the "mini-registration" from last name
and first name 10

17. Encounter screen (need to spec) 10 X

18. Use scanning to store images 11

20. Assign tickler flag in the IT system to track
missing referrals 11

21. Trigger a notification to the patient if a valid
referral is not received within five business days 11

22. Intake screens:

22a. Demographics 13 X

22b. Communication 13 X

22c. Parental Consent 14 X

22d. Emergency Contact 14 X

22e. Appointment Preference 14

22f. Insurance Coverage 15 X

22g. Coordination of Benefit 16 X

22h. PCP 16 X

22i. Referring Physician 17 X

22j. Consult Letter 17 X

22k. Pharmacy 18 X

22l. Outreach 18 X

25. Research flag screen 20 X

26. Check the patient's record to see if flagged for
a research study or clinical trial 20 X

27.1. Research screen 20 X

27. Search the research screen using "name of study"
and "number of study" 20 X

28. Create a new "encounter package code" for modified workflow 20

29. Create a new "protocol template" for modified protocol 20

30. Scan the signed consent form into the selected IT system 20

32. Symptoms screen (includes cough, shortness of breath,
allergy, sleep apnea) 22 - 25 X

33. Trigger Factors screen (includes smoking history,
occupational history) 26 - 28 X

34. Environmental Assessment screen 28 X

page 1 of 4

ATTACHMENT 5 -- LIST OF ACCEPTANCE CRITERIA

116. Graph peak flow rate over time and to send alerts to Nurse
Educator if patient reaches critical value 72

117. Display the exact pharmacotherapy regimen based on the
patient's zone" (the "action box") 72

118. Enter information on encounter type details and interactions
with the patients 72

119. Track response time and escalation procedures 72

120. Send patient-specific asthma literature via e-mail 72

121. Link with other asthma websites 72

122. Send a Patient Satisfaction Survey either via mail or e-mail 72

126.1. Patient Assessment screen 77 - 79 X

126. Asthma education first follow up visit screen (Xxxx to merge
with #127 and 145) 79 - 81 X

127. Asthma education second follow up visit screen 81 - 83 included in
#126

129. Track return visits with a tickler system 84

130. Track patient's adherence against established protocols 84

131. Display longitudinally over time key clinical indicators
(Xxxx to design) 84 X

132. Track any deviance from the protocol 84

133. Highlight and flag missing data 84

134. List all the services rendered chronologically on a summary
screen 84

135. Triage incoming calls using an interactive voice response (IVR)
system 87

136. Transfer urgent calls to the on-call nurse 87

137. Allow patients to request / schedule their appointment via the AMC
website 87

138. Scheduling on-line-> checks appointment preference, checks
physician availability, gives appointment using time-adjusted
staggering schedule, and alerts the receptionist if the patient
needs a referral 87

139. Send reminder letters 88

145. Asthma Education All Subsequent Visit screen 89 - 91 included in
#126

146. Ability for users to customize the display of the screen

147. Datawarehouse X

148. IVR for peak flow input

149. Biometric security X

page 4 of 4
21
ATTACHMENT 5 - LIST OF ACCEPTANCE CRITERIA

Original
Standard of In Beta IT
Care (versions 1 System (release
AMC Desired IT Function and 2), Page # 1.0, 12/9/99) Beta release 2.0
----------------------- ---------------- --------------- ----------------

79. Check billing information to collect fees, co-payment, 68
deductibles, coinsurance and/or any outstanding balances

80. Scan patient's check(s) that are collected 68

81. Electronically transfer funds 68

82. Read Explanation of Benefits from insurance plan electronically 68

84. Schedule follow-up appointments 68

86. Red-line or addenda with date/time stamp for analysis (see 68 X
Cerner functionality)

88. Accept voice recording 68

89. Display educational videos 68

90. Display diagrams of major body parts 68

91. Convert progress notes to appropriate CPT codes and ICD-9 codes 68

92. Auto-populate HCFA-1500 form or superbill 68

93. Reconcile bills with completed visits on the scheduling system 69

94. Print patient statements if the patient makes such a request at 69
time of discharge

95. Generate secondary insurance claims 69

96. Select appropriate form during a print run 69

97. Automatic cycle billing 69

98. EDI 69

99. Interface with General ledger 69

100. User-defined adjustment codes 69

100.1. Multiple tax IDs, insurance plan IDs with effective dates, 69
servicing provider IDs, multiple locations

101. Add or remove patients on collections based on user-defined 69
aging parameters

102. Track all communication events (same as #17) 69

104. Patient can e-mail Nurse Educator 70

104.1. Patient's phone messages to Nurse Educator are transcribed 70
into e-mail

105. Post laboratory results in the e-mail box of their respective 70
provider for electronic sign-off - the results go to the patient's chart

106. Display e-mail messages when the user is first logged onto the 70
system - the results go to the patient's chart

107. Prioritize and color-code the incoming e-mails 70

108. Generate paging messages 70

109. Track response time 70

110. Follow escalation protocols 70

112. Distribute messages based on a pre-determined workflow 70

113. Electronic peak flow

114. Asthma diary screen 71

115. Eletronic peak flow meter hooked to computer

115.1. Different color to highlight peak flow rate, consistent with 71
patient's asthma action plan

page 3 of 4
22
ATTACHMENT 5 - LIST OF ACCEPTANCE CRITERIA

Original
Standard of In Beta IT
Care (versions 1 System (release
AMC Desired IT Functions and 2), page # 1.0, 12/9/99 Beta release 2.0
------------------------ ---------------- --------------- ----------------

35. Past Medical History screen 29 X

36. Asthma screen 35 X

37. Medication History screen (automatically display selection
choices for pharmocotherapy) 36 X

39. Quality of Life 37 X

40. Compute total patient asthma scores - data will have to be
extracted 38 X

41. Display patient asthma score history - data will have to be
extracted (pg. 32 of Beta spec document - Xxxx to design
report) 38 X

42. Connect a spirometer to the application 40

44. Spirometry screen 40 X

45. Prints reports summarizing patient's answers to his/her survey's/
questionnaires and spirometry measurements and graphs 41-44 X

46. Physical examination screen 45 X

48. Skin test screen 46 X

48a. Skin test reminder (prick test for first visit...) - Xxxx to
forward Std of Care document version 2 46

49. Program Diagnostic algorithm 51-52

49a. Diagnosis screen 50 X

50. Create a patient-specific asthma treatment plan (has pop-up
pharmacotherapy screen) 54-58 X

51. Check whether this particular patient matches the selection
criteria for any ongoing clinical trials/research studies 53 X

52. Assign the research flag to patients who match the selection
criteria for any ongoing clinical trials/research studies 53 X

53. PDR reference 58

54. Drug interactions (drug-drug, drug-food) 58

55. Multiple formularies 58

56. Therapeutic substitutes 58

63. Asthma action plan screen 59-63 X

64. Assign a Nurse Educator to each patient (field containing drop-
down with nurses' names for user to select from and populate field) 63 X

65. Provide educational materials (Xxxx to build template) 63

67. Asthma education initial visit screen 64-65 X

71. Print out instructions and directions to facilities to obtain
various treatments 67

72. Fax orders to the appropriate provider 67

73. Receive laboratory results electronically from laboratories 67

74. Route results to the respective physician 67

75. Prioritize/rank laboratory results 67

76. Print copies of the prescriptions 68

77. Fax prescriptions to pharmacies 68

78. Print consult letters (Xxxx to construct/design - letter plus
current patient report attachment) 68 X

Page 2 of 4
23
HOSTING SERVICES AGREEMENT

This Hosting Services Agreement (the "Agreement") is entered into as of
September 9, 1999 (the "Effective Date") by and between XXxxx.xxx, a Delaware
corporation with offices at 0000 X. Xxxxxxx'x Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
("XXxxx.xxx"), and Asthma Management Company, LLC, a Delaware limited liability
corporation with offices at 00 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000 ("Client").

This Agreement includes the following schedules, which are incorporated
herein by this reference:

Schedule 1 Hosting Services Description and Pricing
Schedule 2 Managed Services Option

THIS AGREEMENT, INCLUDING THE SCHEDULES LISTED ABOVE, CONSTITUTES THE
COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES WITH REFERENCE TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR SALES PROPOSALS, NEGOTIATIONS,
AGREEMENTS AND OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF CLIENT'S PURCHASE
ORDER (OR ANY OTHER PURCHASE OR SALES DOCUMENT) AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL. THIS AGREEMENT MAY BE MODIFIED,
REPLACED OR RESCINDED ONLY IN WRITING, AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF EACH PARTY.

AGREED:

XXxxx.xxx Client:
------------------------------

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

By: By:
---------------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)

------------------------------------- -------------------------------------
(Printed Name and Title) (Printed Name and Title)

1
24

XXXXX.XXX HOSTING SERVICES AGREEMENT

1 XXxxx.xxx Obligations

1.1 XXxxx.xxx agrees to provide to Client the Services as described in
Schedules attached hereto pursuant to orders placed by Client and accepted by
XXxxx.xxx.

1.2 The initial service period for all orders for Services ("Initial Service
Period") shall commence upon activation of the Services and remain in effect for
a period of two years. If Client and XXxxx.xxx fail to agree on the terms to
extend the Services past the Initial Service Period, the applicable Schedule for
Services shall continue in effect on a month-to-month basis, until terminated by
either Client or XXxxx.xxx as provided in Section 4 below.

1.3 The fees for Services are specified in Schedule 1 of this agreement.
XXxxx.xxx will issue invoices ("Invoices") to Client for installation fees for
Client's Services and other applicable nonrecurring and recurring fees covering
the initial one month period. On a monthly basis, XXxxx.xxx will determine
Client's actual usage which determination shall be subject to audit by Client.
After the initial one month period, XXxxx.xxx will issue Invoices on a monthly
basis to Client as specified in attached schedules.

2 Client's Obligations

2.1 Client shall pay XXxxx.xxx the amount specified in the Invoices, in U.S.
Dollars, per the payment terms set forth in such invoices. Late payments shall
bear interest at one and one-half percent (1.5%) per month or the maximum rate
permitted by law, whichever is less.

2.2 Client is solely responsible for all updates to Content (as defined below)
on Server ("Server") as defined in the applicable Schedule). Client shall update
Content on the Server by means of the Internet and an XXxxx.xxx provided secure
account.

2.3 XXxxx.xxx shall not obtain any right, title to and/or interest in content,
including but not limited to text, multimedia images (graphics, audio and
video), software and other data (collectively "Content") provided by Client and
installed by XXxxx.xxx or Client on the Server or developed for Client at
Client's expense; however, XXxxx.xxx shall retain title to and all rights in all
other intellectual property including, but not limited to, any know-how related
to XCare.net-provided products or services such as the hardware, software or any
other server technology.

2.3 Client acknowledges and agrees that use of the Services is subject to
Client's compliance with the terms defined in XXxxx.xxx's Prohibited Uses of
Products and Services Policy, attached hereto as Exhibit A, as amended from time
to time. Violations of any of the terms of such policy shall constitute a breach
hereunder and may result in termination of this Agreement by XXxxx.xxx.

2.4 Client is solely responsible for Content, including any subsequent changes
or updates made or authorized by Client. Client warrants and represents that
Content: (i) does not infringe or violate the rights of any third party
including, but not limited to, intellectual property rights (including but not
limited to patents, copyrights, trademarks, trade secrets and rights of
publicity); (ii) is not defamatory or obscene; and (iii) does not violate any
other applicable law. XXxxx.xxx reserves the right (but shall have no
obligation) to delete any material installed on a Server in an XXxxx.xxx
facility or to disconnect Internet access of a Server which contains Content
which XXxxx.xxx believes in good faith breaches any of these warranties. Any
breach of these warranties by Client may result in termination of the Services.

2.5 Client acknowledges and agrees that Client assumes all risk related to the
processing of transactions related to electronic commerce. XXxxx.xxx reserves
the right to discontinue the Services to Client if either XXxxx.xxx believes in
good faith that Client has violated the foregoing, or that Client's use of the
Services poses a threat to the internal

2
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security of the XXxxx.xxx network, the Web hosting facility, other customers, or
the Server.

2.6 Upon termination of either this Agreement or any applicable Schedule for
Services, User must relinquish use of the Internet Protocol Addresses ("IP
Addresses") or address blocks assigned to it in connection with the Services.

2.7 All equipment provided by XXxxx.xxx in connection with this Agreement shall
remain the property of XXxxx.xxx.

3 Warranties and Indemnity

3.1 XXxxx.xxx makes no warranties of any kind with respect to Services and
Products provided under this Agreement. XXXXX.XXX DISCLAIMS ALL WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE EXPRESS WRITTEN
PERFORMANCE AGREEMENTS MUTUALLY AGREED UPON. In any instance involving
performance or nonperformance of Services and Products provided hereunder,
Client's sole remedy shall be (a) in the case of Services, refund of a
prorata portion of the price paid for Services which were not provided.

3.1.1 Except as otherwise may be provided in this Agreement, credit for
lost Services will be issued only for periods, calculated in fifteen (15)
minutes increments, in excess of two (2) hours in a calendar month. One (8)
hour services loss will be permitted in each 6 month service period to
allow for potential catastrophic system disruption. Lost Services or
"Downtime" is deemed to have occurred only if service becomes unusable by
Client as a result of failure of XXxxx.xxx facilities, equipment, or
personnel used to provide the Services, and only where the interruption is
not the result of (a) negligence or other conduct of Client or its agents,
including a failure or malfunction resulting from applications or services
provided by Client or its agents, (b) failure or malfunction of any
equipment or services not provided by XXxxx.xxx, (c) circumstances beyond
the control of XXxxx.xxx, or (d) interruption due to scheduled maintenance,
alteration, or implementation. All claims must be made within 60 days of
the date of such lost Services.

3.2 EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT
WILL XXXXX.XXX, IT'S SUBSIDIARIES OR ITS OR THEIR AGENTS, BE LIABLE TO CLIENT
FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR OTHER SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES, ARISING OUT
OF OR IN CONNECTION WITH THE PURCHASE, USE OR PERFORMANCE OF THE SERVICES EXCEPT
THAT XXXXX.XXX AND CLIENT WILL ESTABLISH A PLAN FOR SAFEGUARDING CLIENT'S DATA
AND XXXXX.XXX WILL BE LIABLE FOR DAMAGES FOR LOST DATA SHOULD THEY NOT FOLLOW
THIS AGREED UPON PLAN. XXxxx.xxx will not be liable for any damages Client may
suffer arising out of Client's use, or inability to use, the Services or related
products. In no event shall XXxxx.xxx be liable for unauthorized access to
Client's transmission facilities or Client premise equipment or for unauthorized
access to or alteration, theft or destruction of Client's data files, programs,
procedure or information through accident, fraudulent means or devices, or any
other method except that XXxxx.xxx and Client will establish a plan for
safeguarding Client's equipment, data files, and programs and XXxxx.xxx will be
liable for damages associated with harm to Client's equipment, data files and
programs should they not follow this agreed upon plan.

3.3 XXxxx.xxx's liability for damages to Client for any cause whatsoever,
regardless of form of action, including negligence, shall not exceed an amount
equal to the price of products and Services purchased by Client during the
twelve month period preceding the event which caused the damages or injury;
provided, however, that this limitation shall not apply to damages to Client for
personal injuries or destruction of tangible personal property proximately
caused by the negligence of XXxxx.xxx or damages caused by gross negligence or
willful misconduct.

3.4 XXxxx.xxx will indemnify and hold Client harmless against any claim or
demand by any third party that any hardware or software provided to Client
hereunder, infringes any United States copyright or trade secret. Except for
damages incurred by XXxxx.xxx caused by (a) proprietary rights infringement
claims as provided for above, or (b) damages for personal injuries or
destruction of tangible property proximately caused by XXxxx.xxx's negligence or

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damages caused by XXxxx.xxx's gross negligence or willful misconduct, Client
agrees to indemnify and hold XXxxx.xxx harmless against any claim or demand by
any third party due to or arising out of the use by Client of Services and
related products provided hereunder.

3.5 Client will indemnify and hold XXxxx.xxx harmless against any claim or
demand by any third party brought as a result of Client's violation of the
XXxxx.xxx Prohibited Uses Policy or and third party claims Content provided by
Client or by XXxxx.xxx at Client's request .

4. Termination

4.1 Either party may terminate this Agreement by providing the other party with
at least sixty (60) days notice prior to the end of the then current term.

4.2 Client may cancel or terminate this Agreement in the event of three (3) or
more "service interruptions" in excess of four (4) hours duration during any
thirty (30) day period, during the term of this Agreement. A "service
interruption" is deemed to have occurred only if service becomes unusable by
Client as a result of failure of XXxxx.xxx facilities, equipment, or personnel
used to provide the Services, and only where the interruption is not the result
of (a) negligence or other conduct of Client or its agents, including a failure
or malfunction resulting from applications or services provided by Client or its
agents, (b) failure or malfunction of any equipment or services not provided by
XXxxx.xxx, (c) circumstances beyond the control of XXxxx.xxx, or (d)
interruption due to scheduled maintenance, alteration, or implementation.

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

4.4 In the event of termination by Client for any reason other than expiration
of a service order or a service interruption as defined in subsection 4.2,
Client agrees to immediately pay XXxxx.xxx as a cancellation fee all monthly
recurring fees specified in the quote provided by XXxxx.xxx for such service
order through the date of termination. Upon termination of this Agreement,
Client must relinquish use of the Internet Protocol Addresses ("IP Addresses")
or address blocks assigned to it in connection with the Services.

5. General

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

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

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

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

5.5 Notices. All notices, demands, requests or other communications required
or permitted under this Agreement will be deemed given when (i)
delivered personally; (ii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid;
or (iii) one (1) day after deposit with a commercial overnight carrier,
with written verification of receipt.

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

5.7 Mediation. Any Dispute that the Parties are unable to resolve through
informal discussions or negotiations will be submitted to non-binding
mediation, which will be held in New York, New York. The Parties will
mutually determine who the mediator will be from a list of mediators
obtained from the AAA office located in New York, New York. If the
Parties are unable to agree on the mediator, the mediator will be
selected by the AAA.

5.8 Arbitration. Any Dispute that the Parties are unable to resolve through
mediation pursuant to Section 10.12 will be submitted to arbitration in
accordance with the following procedures:

5.8.1. Demand for Arbitration; Location. Either Party may
demand arbitration by giving the other Party written
notice to such effect, which notice will describe, in
reasonable detail, the facts and legal grounds forming
the basis for the filing Party's request for relief and
will include a statement of the total amount of damages
claimed, if any, and any other remedy sought by that
Party. The arbitration will be held before one neutral
arbitrator in New York, New York.

5.8.2. Identification of Arbitrator. Within thirty (30)
calendar days after the other Party's receipt of such
demand, the Parties will mutually agree upon an
arbitrator. If the parties are unable to agree on the
arbitrator within that time period, the arbitrator will
be selected by the AAA. The arbitrator will have a
background in, and knowledge of, the information
technology services. If a person with such industry
experience is not available, the arbitrator will be
chosen from the large and complex case panel or, if an
appropriate person is not available from such panel, the
retired federal judges pool.

5.8.3. Conduct of Arbitration. The arbitration will be governed
by the Commercial Arbitration Rules of the AAA, except
as expressly provided in this Section 10.13. However,
the arbitration will be administered by an organization
mutually agreed to in writing by the Parties. If the
Parties are unable to agree upon the organization to
administer the arbitration, it will be administered by
the AAA under its procedures for large and complex
cases. Pending the arbitrator's determination of the
merits of the Dispute, either Party may apply to any
court of competent jurisdiction to seek injunctive or
other extraordinary relief.

5.8.4. Scope of Discovery._Discovery will be limited to the
request for and production of documents, depositions and
interrogatories. Interrogatories will be allowed only as

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follows: a Party may request the other Party to identify
by name, last known address and telephone number (i) all
persons having knowledge of facts relevant to the
Dispute and a brief description of that person's
knowledge, (ii) any experts who may be called as an
expert witness, the subject matter about which the
expert is expected to testify, the mental impressions
and opinions held by the expert and the facts known by
the expert (regardless of when the factual information
was acquired) which relate to or form the basis for the
mental impressions and opinions held by the expert and
(iii) any experts who have been used for consultation,
but who are not expected to be called as an expert
witness, if such consulting expert's opinions or
impressions have been reviewed by an expert witness. All
discovery will be guided by the Federal Rules of Civil
Procedure. All issues concerning discovery upon which
the Parties cannot agree will be submitted to the
arbitrator for determination.

5.8.5. Authority of Arbitrator. In rendering an award, the
arbitrator will determine the rights and obligations of
the Parties according to the substantive and procedural
laws of the State of New York. The arbitrator will not
have authority to award damages in excess of the amount
or other than the types allowed by Section 5.2, except
in the case of gross negligence or willful misconduct,
and may not, in any event, make any ruling, finding or
award that does not conform to the terms and conditions
of this Agreement, except in the case of gross
negligence or willful misconduct.

5.8.6. Joinder of Parties. Each of Vendor and Customer agree
that it will use commercially reasonable efforts to join
(and will allow the other Party to join) any Third Party
that the Parties have agreed is indispensable to the
arbitration. If any such Third Party does not agree to
be joined, the arbitration will proceed nonetheless.

5.8.7. Award. The decision of, and award rendered by, the
arbitrator will be final and binding on the Parties.
Upon the request of a Party, the arbitrator's award will
include written finding of fact and conclusions of law.
Judgement on the award may be entered in and enforced by
any court of competent jurisdiction. Each Party will
bear its own costs and expenses (including filing fees)
with respect to the arbitration, including one-half of
the fees and expenses of the arbitrator.

5.8.8. Exclusive Remedy. Other than those matters involving
injunctive or other extraordinary relief or any action
necessary to enforce the award of the arbitrator, the
Parties agree that the provisions of this Article 10 are
a complete defense to any suit, action or other
proceeding instituted in any court or before any
administrative tribunal with respect to any Dispute or
the provision of the Services by Vendor. Nothing in this
Article 10 prevents the Parties from exercising their
rights to terminate this Agreement in accordance with
Article 8.

5.9 Jurisdiction. All disputes arising out of or relating to this Agreement
shall be submitted to the non-exclusive jurisdiction of the state and
federal courts encompassing Denver, Colorado, and each party irrevocably
consents to such personal jurisdiction and waives all objections
thereto.

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

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

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

5.13 Publicity. Client understands that Internet use, and related products
and Services provided under this Agreement, may require registrations
and related administrative reports which are public in nature. In
addition Client agrees XXxxx.xxx may include its name and a description
of the provided services as a reference or in client portfolios.

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EXHIBIT A
XXXXX.XXX PROHIBITED USES POLICY FOR
XXXXX.XXX HOSTING SERVICES

The following actions are defined by XXxxx.xxx as "system abuse" and are
strictly prohibited under the XXxxx.xxx Hosting Services Agreement. The examples
named in this list are not exhaustive and are provided solely for guidance to
Clients using the XXxxx.xxx Hosting Services. If any Client is unsure of whether
a contemplated use or action is permitted, it is Client's responsibility to
determine the permitted use by contacting XXxxx.xxx via electronic mail at
xxxxxxxx@XXxxx.xxx. The following activities are expressly prohibited and could
result in termination of a Client's XXxxx.xxx Hosting Services Agreement.

GENERAL

o Resale of XXxxx.xxx's products and services, unless specifically
permitted and documented in a separate written agreement or the
initial Client contract.

o Using the facilities and capabilities of XXxxx.xxx or its services to
conduct any illegal activity or other activity that infringes the
rights of others.

o Deceptive on-line marketing practices. The United States Federal
Trade Commission has issued informative guidelines for proper on-line
marketing schemes. For more information about the FTC guidelines
review the Deception Policy Statement from the FTC.

o Violations of intellectual property -- as legally protected by
copyrights and licenses. This includes, but is not limited to, the
installation or distribution of illegal, "pirated", or other software
products that are not appropriately licensed by Client.

o Violations of privacy.

SYSTEM AND NETWORK

o Introduction of malicious programs into the network or Server (e.g.
viruses, worms, Trojan horses, etc.).

o Attempted or successful security breaches or disruption of Internet
communication. Security breaches include, but are not limited to,
accessing data of which Client is not an intended recipient or
logging into a Server or account that Client is not expressly
authorized to access.

o Client may not execute any form of network monitoring (e.g. packet
sniffer) which will intercept data not intended for Client Server.

o Attempts to circumvent Client authentication or security of any host,
network, or account ("cracking").

o Attempts to interfere with or deny service to any user or any host
(e.g. Denial of Service Attacks).

o Use of any program/script/command, or sending messages of any kind,
designed to interfere with a third party Clients terminal session,
via any means, locally or via the Internet.

BILLING

o Furnishing false or incorrect data on the signup form, hosting
agreement, or online hosting order application.

o Attempts to circumvent or alter the processes or procedures to
measure time, bandwidth utilization, or other methods to document
"use" of XXxxx.xxx's products and services.

MAIL

o Sending unsolicited mail messages, including the sending of "junk
mail" or other advertising material to individuals who did not
specifically request such material (e.g. "spamming").

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o Harassment, whether through language, frequency, or size of messages.

o Forging of mail header information to a third party.

o Using the XXxxx.xxx or Client account to collect replies to messages
sent from another provider, which violate these rules or those of the
other provider.

o Creating or forwarding "chain letters" or other "pyramid schemes" of
any type.

USENET NEWSGROUPS

o Posting the same or similar message to large numbers of Usenet
newsgroups.

o Posting chain letters of any type.

o Posting encoded binary files to newsgroups not specifically named for
that purpose.

o Cancellation or superseding of posted messages other than your own.

o Forging of header information.

o Solicitations of mail for any other e-mail address other than that of
the poster's account or service, with intent to harass or to collect
replies.

IRC (INTERNET RELAY CHAT)

o Use of IRC scripts or programs that will interfere with or deny
service to other clients on any Server or host.

o Running or attempting to run any IRC robot or Server on equipment
other than the equipment provided by XXxxx.xxx to the Client.

ADMINISTRATOR ACCOUNTS

The following section details XXxxx.xxx's policy regarding administrator
privileges with the products and services offered by XXxxx.xxx's Hosting
Services Group. Clients utilizing XXxxx.xxx Hosting Services products and
services, whether the Server is provided by XXxxx.xxx or is provided by
the Client are subject to the following list of restrictions. The items in
this list are not exhaustive and are provided solely for guidance to
Clients using the XXxxx.xxx Hosting Services. If any Client is unsure of
whether a contemplated use or action is permitted it is Client's
responsibility to determine the permitted use by contacting XXxxx.xxx via
electronic mail at xxxxxxxx@xxxxx.xxx.

o Client may not change the IP address or name of the Server.

o Client may not provide or share administrator privileges with
individuals who have not reviewed and agreed to the terms of the
XXxxx.xxx Hosting Services Agreement and the XXxxx.xxx Prohibited
uses Policy for XXxxx.xxx Hosting Services.

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SCHEDULE 1

HOSTING SERVICES DESCRIPTION AND PRICE SCHEDULE

In accordance with this agreement, XXxxx.xxx will provide the following
services, resources and service features:

--------------------------------------------------------------------------------
Server Configuration
--------------------------------------------------------------------------------
Hardware

XXxxx.xxx Hosting Provided Software

--------------------------------------------------------------------------------
Data Center
--------------------------------------------------------------------------------
XXxxx.xxx Data Center Operations

--------------------------------------------------------------------------------
Bandwidth & Networking
--------------------------------------------------------------------------------
An Intranet Connecting All Physician and Asthma Management Co. Offices
To The Main Server and the Disaster Recovery Site.

--------------------------------------------------------------------------------
Backup
--------------------------------------------------------------------------------
Standard Data Services Back-up

--------------------------------------------------------------------------------
Services
--------------------------------------------------------------------------------
System Maintenance and Second Tier Support On a 24 by 7 Basis

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

Pricing Setup Fee Monthly Fee
------- --------- -----------

TOTAL PRICING AS CONFIGURED ABOVE: *MINIMUM $N/A $[*]
Transaction Fee - $[*]/transaction**
Each additional 1Mbps of average bandwidth utilization N/A $N/A
Each additional 10GB of data backup N/A $N/A

*Minimum monthly hosting fee will apply regardless of transaction
volume.

**Transaction fee of $[*]/transaction: Fees will be re-evaluated after
six months of usage.

* Confidential treatment requested

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SCHEDULE 2

MANAGED SERVICES OPTION

As the Managed Services portion of this Hosting agreement, XXxxx.xxx will
provide server administration and management services that include but are not
necessarily limited to:

o Performance/resource monitoring and proactive problem resolution

o Daily systems administration tasks

o Applying operating system enhancements and security patches

o Adding user accounts

o Configuring DSN's and database connections

o Managing DNS services

o Adding/configuring FTP services

o Installing security certification keys

o Minor software revision changes & application patches

o Conducting automatic log rotation

o Checking disk space

o Facilitating restore requests

In addition, XXxxx.xxx Hosting will provide 24x7 1st level response for
recovering application related problems that have caused a complete outage to
the Web Services. However, these issues may need to be escalated to the
appropriate Application Development contact provided by the client for
resolution.

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1 EXHIBIT 10.34 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "Agreement") is entered into as of September 9, 1999 (the "Effective Date") by and between XCare.net, a Delaware corporation with offices at 6400 S. Fiddler's...

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