February 17, 2004 Mr. Michael Zimmerman Zimmerman and Associates

Exhibit 10.15

February 17, 2004

Mr. Xxxxxxx Xxxxxxxxx
Xxxxxxxxx and Associates

The following term sheet is intended to memorialize the agreements reached between you and Health Care Services, Inc. d/b/a Accretive Health. The parties anticipate executing more definitive agreements regarding this subject matter, however it is their intention to be bound by this term sheet upon its execution.

Xxxxxxxxx Equity

In exchange for the license rights, exclusivity and information sharing provided for below, Accretive Health will grant Xxxx Xxxxxxxxx stock warrants granting him a 2.5% at the price determined by the Accretive Health Board to be fair market value (FMV) at the time the warrants are granted.

Additionally, Xxxxxxxxx Associates will have the right to earn the right additional Stock Warrants as compensation for its support and participation of Accretive Health’s Sales Efforts. These additional Stock Warrants will be earned when Accretive Health signs a Managed Services Agreement with a hospital/system were Xxxxxxxxx has been Accretive Health’s “sponsor” with respect to that institution. Xxxxxxxxx will be considered Accretive’s “sponsor” to an institution where Xxxxxxxxx’x efforts resulted in Accretive Health securing a meeting with a C-level executive or Board member, or where Accretive Health and Xxxxxxxxx agreed that Xxxxxxxxx is entitled to “sponsor” status based on other efforts. The additional Stock Warrants will be earned as follows:

	1.		2.5% for Ascension, or a system of similar size and prestige, provided that the scope of the MSA includes a majority of system volumes; or
	2.		1.25% for each system other than those which fit the description above.
	3.		These Additional Stock Warrants will be available for up to 2.5% of the equity in Accretive Health based on its February 2004 capitalization structure fully diluted for its first $10 million in financing.
	4.		These Additional Stock Warrants will be available for MSAs with institutions where the introduction by Xxxxxxxxx has occurred before 12/31/05 and which have been signed by 12/31/06.
	5.		These Additional Stock Warrants will be exercisable at the price determined by the Accretive Health Board to be fair market value (FMV) at the time the warrants are earned.

Giving effect to the 2.5% interest available for the license and exclusivity rights and the 2.5% interest available as a “sponsor” Xxxxxxxxx will have the opportunity to secure a 5% interest in Accretive Health.

Information Sharing/Non-competition

In consideration for the stock warrants granted to Xxxx Xxxxxxxxx above, Xxxxxxxxx will xxxxx Accretive Health exclusive access to its revenue cycle methodologies, tools, technology, benchmarking information and other intellectual property, including any information developed by it during the period of any agreement between it and Accretive Health. This will be accomplished through an exclusive license for use of this information and intellectual property in the managed services environment. Managed services will include BPO, outsourcing and similar opportunities.

Further, Xxxxxxxxx agrees that it will not enter into any other relationship with any Managed Services Provider which competes directly or indirectly with Accretive Health during the period of its agreement with Accretive Health and for a period of three years from the termination of the agreement. During that same period, Xxxxxxxxx agrees that it will not refer or recommend any other revenue cycle managed service or outsourcing firm other than Accretive Health.

Accretive Health and Xxxxxxxxx may work collectively in connection with various client projects in the future. Accretive Health agrees that it will share those service and delivery methodologies with Xxxxxxxxx in connection with those joint projects. Xxxxxxxxx agrees to keep this information confidential, protect it in the manner which it protects its own confidential information and to limit its use to its own consulting work on behalf of its clients.

Further, Accretive Health agrees that it will not enter into any other relationship with any Revenue Cycle Consulting Firm which competes directly or indirectly with Xxxxxxxxx during the period of its agreement with Accretive Health and for a period of three years from the termination of the agreement. During that same period, Accretive Health agrees that it will not refer or recommend any other revenue cycle consulting firm other than Xxxxxxxxx.

Sales Support

Xxxxxxxxx will assist Accretive Health in its sales efforts as required. Xxxxxxxxx will provide advertising space in its publications at a nominal cost and will provide presentation opportunities at its conferences. Xxxxxxxxx will use its best efforts to create presentation opportunities for Accretive Health with its customers and at industry events and conferences. Xxxx Xxxxx and Xxxx Xxxxxxxxx, in their discretion, may also form and convene a group of industry thought leaders to serve as an Advisory Board to Accretive Health which they will Co-Chair.

Xxxxxxxxx Associates


/s/ Xxxxxxx Xxxxxxxxx Accretive Health


/s/ Xxxx Xxxxx