ALTERNATIVE TECHNOLOGY RESOURCES INC
CUSTOMER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CUSTOMER AGREEMENT
<TEXT>



                         Healtheon Customer Agreement

         This Healtheon Customer  Agreement  ("Agreement") is entered into as of
the 16th day of September,  1999 ("Effective  Date"),  by and between  Healtheon
Corporation,  a Delaware  corporation with its principal offices at 4600 Patrick
Henry Drive,  Santa  Clara,  California  95054  ("Healtheon"),  and  Alternative
Technology Resources, Inc. ("Customer"),  a Delaware corporation with offices at
629 J Street, Sacramento, California 95814.

                                    Recitals

A.   WHEREAS,  Healtheon is in the business of developing and providing  medical
transaction  processing  services and  Internet-based  information  services for
managed care  organizations,  health care providers,  employers and other health
care entities;

B.   WHEREAS,  Customer  desires to obtain such  services  from  Healtheon,  and
Healtheon  is  willing  to  provide  such  services,  subject  to the  terms and
conditions of this Agreement.

     NOW,  therefore,  for and in  consideration of the mutual covenants set
forth  herein,  and for other good and valuable  consideration,  the adequacy of
which is hereby acknowledged, the parties agree as follows:

                                    Agreement

Article 1. Agreement Structure.

     1.1 Transaction Documents. This Agreement anticipates one or more
business  transactions between Healtheon and Customer,  and sets forth the terms
and  conditions  pursuant to which  Healtheon will provide one or more Healtheon
Services to Customer. For each business transaction,  Healtheon will provide the
appropriate  "Service  Exhibit" that will refer to this  Agreement,  specify the
services  to be  provided  thereunder,  and  provide  any  additional  terms and
conditions  applicable to such services.  A Service Exhibit shall not be binding
upon  the  parties  unless  and  until  signed  by their  respective  authorized
representatives. Each Service Exhibit may incorporate one or more Schedules. The
following are examples of Schedules and a description of their content:

     (a)  On-Line Service  Specifications.  Describes the functions and features
          of the  Healtheon  On-Line  Services  indicated  in the  corresponding
          Service Exhibit.

     (b)  Project  Plan.  Describes  the  management,   planning,   development,
          implementation  and testing of the  development  of Healtheon  On-Line
          Services and its integration with Customer's application systems.

     (c)  Fee Schedule.  Sets forth the one-time and  recurring  fees payable by
          Customer for one or more Healtheon Services.

     (d)  Other Schedules. Other Schedules may describe other Healtheon Services
          (e.g., training services,  support services,  development services) or
          additional  terms and  conditions  relating  to one or more  Healtheon
          Services (e.g., software terms and conditions, performance standards).

     1.2 Incorporation;  Conflicts. Each Service Exhibit signed by an authorized
representative  of  each  party,  and  its  associated  Schedules,   are  hereby
incorporated  in full into this  Agreement by reference  and shall be subject to

<PAGE>

the terms and conditions of this Agreement.  In the case of a conflict among the
provisions in the various documents,  unless expressly provided otherwise, those
of the Service  Exhibit  prevail over those of the Schedules,  and those of this
Agreement prevail over those of the Service Exhibits.

Article 2. Services.

     2.1 Healtheon Services.  Healtheon will use commercially reasonable efforts
to provide the Healtheon  Services to Customer under the terms and conditions of
this Agreement, including those of the Service Exhibit and associated Schedules.

     2.2 Hardware  and  Software.  Unless  otherwise  expressly  provided in the
Service Exhibit or associated  Schedules,  all computer hardware owned or leased
by Customer  (including  computer  hardware used to access and use the Healtheon
Services)  and  all  computer  software  installed  on  such  computer  hardware
(including, but not limited to, operating systems, browsers, networking systems,
telecommunications  software,  and third party  application  software)  shall be
provided  by  Customer,  at its sole  expense,  and  Customer  shall  be  solely
responsible for its selection, installation,  configuration, testing, operation,
maintenance,  support  and  use.  Healtheon  will be  responsible  only  for the
computer  hardware  owned or leased by  Healtheon  that is used by  Healtheon to
render the Healtheon Services.

     2.3  Connectivity.  Unless  otherwise  provided in the  Service  Exhibit or
associated Schedules,  Customer is responsible for providing at its sole expense
all Internet  access,  telephone  access line and telephone  and  communications
equipment  (e.g.,  modems or other  access  devices).  Customer  shall be solely
responsible for the selection, installation,  configuration, testing, operation,
maintenance,  support and use of the foregoing items. Healtheon is not obligated
hereunder  to provide  training or support  services  relative to the  foregoing
items.  Healtheon  may,  at its option,  make  available  Internet  connectivity
services via third parties for an additional charge.

     2.4  Backups.  Healtheon  will store and maintain all Data that it receives
for at least one (1) year from the date of receipt, and provide any such Data to
Customer if requested by Customer during such one (1) year period.  Healtheon is
not  responsible  for the  backup or storage  of Data  beyond  this one (1) year
period unless otherwise required by any U.S. law or regulation applicable solely
to Healtheon.  Notwithstanding  Healtheon's duty under this Section, Customer is
solely  responsible  for  arranging  for  adequate  backup  and  storage of Data
relating  to its  transactions  such  that it may  replicate  any Data  conveyed
through  Healtheon's  Services  (e.g.,  in the event Healtheon fails in its duty
under this Section).

     2.5 No  Restriction.  Nothing in this Agreement shall restrict either party
from providing other products or services,  whether with or without  charge,  to
Customer-affiliated Providers or to any third party.

     2.6  Modification  of  Services.  One or  more  Healtheon  Services  may be
modified or  withdrawn  from time to time during the term of this  Agreement  by
Healtheon  in its  continuing  sole  discretion,  and any such action  shall not
constitute a breach by Healtheon of any of its obligations hereunder.  Healtheon
will  give  Customer  sixty  (60) days  prior  written  notice  of the  material
modification  of or  withdrawal  of any  such  Healtheon  Service,  and  require
Customer  to  negotiate  in good faith for a  reasonable  reduction  in the fees
charge or to be charged  Customer  under this  Agreement that takes into account
the loss of service,  functionality,  or availability occasioned by the material
modification or withdrawal of a Healtheon Service.  If the parties are unable to
agree on such fee reduction, Customer may terminate this Agreement and Healtheon
shall pay to Customer,  as  Customer's  sole and  exclusive  remedy,  a pro-rata
refund of all one-time charges incurred under this Agreement prorated based upon
a five (5) year straight line depreciation method. Healtheon may deduct from any
such payment all other sums due Healtheon  from  Customer.  Upon  termination of
this Agreement,  all of Customer's  rights to use the Healtheon  Services or the
Healtheon Application Software shall terminate.

<PAGE>

Article 3. Contract Management.

     3.1 Contract  Managers.  The Contract  Managers for the parties shall be as
follows:

         For Healtheon:                 David W. DeBoard
                                        Healtheon Corporation
                                        4600 Patrick Henry Drive
                                        Santa Clara, California 95054
                             Phone:     (714) 579-1076
                             Facsimile: (714) 579-1076

         For Customer:                  David Edelstein
                                        Alternative Technology Resources, Inc.
                                        629 J Street
                                        Sacramento, California
                             Phone:     (916) 557-9920
                             Facsimile: (916) 447-9324

Unless otherwise specified herein, the Contract Managers for each party shall be
primarily  responsible  for arranging all meetings,  visits,  and  consultations
between the parties relating to this Agreement,  for receiving all notices under
this  Agreement,  and  for  coordinating  all  administrative  matters  such  as
invoices,  payments,  and  amendments.  The  Contract  Managers  shall  also  be
responsible for  coordinating  the resolution of any issues and disputes between
the parties arising under this Agreement or relating to the Healtheon  Services.
From time to time during the term of this Agreement,  each party may replace its
Contract  Manager with another person having  equivalent  authority by providing
written notice to the other party.

     3.2  Personnel  Resources.  Healtheon  and  Customer  shall each commit the
number of personnel which are reasonably  necessary to perform their  respective
obligations under this Agreement and as further outlined in the Service Exhibit.
Healtheon shall have the sole right and obligation to hire,  supervise,  manage,
contract,  direct,  procure,  perform  or cause to be  performed  all work to be
performed by Healtheon and its personnel  hereunder.  Healtheon,  at its option,
may engage third party  contractors  to render  services in connection  with the
performance  of the Healtheon  Services  contemplated  hereunder.  All Healtheon
employees and third-party contractors utilized to provide the Healtheon Services
shall have entered into  nondisclosure  agreements or shall otherwise be subject
to   obligations   of   confidentiality   sufficient   to  satisfy   Healtheon's
confidentiality obligations under this Agreement.

     3.3 Change  Requests.  Customer  may  propose  changes  to this  Agreement,
including  the  Service  Exhibit  or  associated  Schedule  or other  documented
agreement  developed and mutually  agreed upon pursuant  thereto (e.g.,  project
plans and  schedules).  Such  Change  Requests  shall be  submitted  in writing.
Healtheon  shall  review  the  Change  Request  and  advise   Customer   whether
Healtheon's  assessment  of and  response  to the Change  Request  will  require
payment of fees by  Customer  to  Healtheon.  If a Change  Request  does not, in
Healtheon's  sole opinion,  require  Healtheon's  expenditure of materially more
time and effort,  Healtheon  shall agree to the change at no additional  charge,
but may require  adjustment of the time  schedules.  If such Change Request does
require, in Healtheon's sole opinion, Healtheon's expenditure of materially more
time  and  effort,   Healtheon  will  provide   Customer  a  cost  estimate  for
implementing  the  change  and shall  advise  in  writing  of the  impact on the
Healtheon  Services.  No such changes,  however,  shall become effective until a
written  amendment  specifying  the change or changes is executed by  authorized
representatives of both parties.

<PAGE>


Article 4. Payment.

     4.1 Fees. The service fees,  fixed fees,  time and materials  charges,  and
other fees  payable to  Healtheon  by  Customer  for  Healtheon  Services  to be
provided hereunder will be set forth in the Service Exhibits.

     4.2 Payment Terms. At the end of each calendar month or part thereof during
the term of this  Agreement,  Healtheon  shall  prepare an  invoice  ("Invoice")
setting  forth in  reasonable  detail the  computation  of all  amounts  owed by
Customer to Healtheon  hereunder in  accordance  with the Service  Exhibit,  and
deliver such Invoice to Customer together with the monthly billing summary.  All
amounts owed by Customer to  Healtheon  hereunder,  as reflected on  Healtheon's
Invoice,  shall  be paid by  Customer  to  Healtheon  within  thirty  (30)  days
following  Healtheon's  delivery of such Invoice.  Invoices not paid by Customer
within  thirty  (30) days from the date of the  Invoice  shall be  subject  to a
1-1/2% per month late payment  charge,  or such lesser  maximum amount as may be
allowed by applicable law.

     4.3 Fee Adjustments.  Unless otherwise expressly stated in a schedule,  all
fees and charges  payable under this Agreement may be adjusted by Healtheon upon
sixty (60) days written notice.

     4.4 Records.  Either party will maintain  accurate and complete  records to
allow  verification of the fees payable  pursuant to this Agreement for a period
of one year after the date of payment of each monthly  Invoice.  All information
relating  to  the  fees  and   payments   hereunder   constitutes   Confidential
Information,  and neither party may disclose such  Confidential  Information  to
third parties  (except its advisors,  attorneys,  and  accountants)  without the
prior written consent of the other party.

     4.5 Audit Rights. Either party shall have the right to audit the portion of
the other party's books and records  relating to the provision or receipt of the
Healtheon  Services  hereunder  for the  purpose of  verifying  the fees paid to
Healtheon  hereunder.  Such audits shall be performed by independent third party
auditors who agree, in writing, to maintain the confidentiality of the materials
audited. Such audits shall occur during regular business hours and with at least
two (2) weeks prior written  notice to the audited  party.  During  audits,  the
auditing party agrees to require its third party auditors to follow security and
confidentiality  procedures reasonably required by other party. The parties will
bear  their own costs  associated  with such  audits,  except  that if the audit
reveals an  undercharge  of five percent (5%) or more,  the auditing  party will
bear all costs associated with the audit.

     4.6 Taxes. Customer will be responsible for, and shall pay as invoiced, any
applicable sales, use, real or personal property,  franchise or other like taxes
attributable to the Healtheon Services,  the Healtheon  Application  Software or
any other good or service provided by Healtheon to Customer, excluding, however,
taxes based upon Healtheon's net income. All fees charged hereunder by Healtheon
are net of any such taxes.

Article 5. Intellectual Property.

     5.1 Intellectual  Property.  As between Healtheon and Customer,  Healtheon,
and/or its suppliers,  own all worldwide rights (including,  without limitation,
all  Intellectual  Property  Rights),  titles,  and  interests,  in  and  to the
Healtheon Services, the Healtheon System and the Healtheon Application Software,
including, without limitation, any software and documentation (collectively, the
"Healtheon  Property").  All  rights in the  Healtheon  Property  are  expressly
reserved by Healtheon.  The parties also  contemplate that they may individually
or jointly develop certain data maps,  software,  protocols,  translations,  and
interfaces  to enable the  parties to use and  provide  the  Healtheon  Services
contemplated   under  this  Agreement   (collectively   referred  to  herein  as
"Interfaces"),  and the parties contemplate that certain  Intellectual  Property
Rights in and to such  Interfaces  may be created (the  "Interface  Intellectual
Property  Rights").  Unless  expressly  provided to the  contrary in the Service

<PAGE>


Schedule,  the  parties  hereby  agree that  Healtheon  shall own all  Interface
Intellectual  Property Rights.  Unless expressly provided to the contrary in the
Service Exhibit,  Customer hereby assigns all Intellectual  Property Rights that
Customer may now or hereafter own in the Interface Intellectual Property Rights.
Customer  agrees  upon  request  and without  any  additional  consideration  to
execute,  acknowledge,  and  deliver  to  Healtheon  all  assignments  and other
instruments  that Healtheon may  reasonably  request to effectuate the intent of
this Section 5.1.

     5.2 Trademarks.  Each party owns all right,  title,  and interest in and to
its Marks,  and the other party will acquire no rights in such Marks.  Except as
expressly  provided in this  Agreement,  Service  Exhibit or Schedules,  neither
party  shall use the Marks,  whether  registered  or not,  of the other party in
publicity  releases or advertising or in any other manner,  without securing the
prior written approval of the other party.

Article 6. Grant of Access Rights; Authorized Uses and Authorized Users.

     6.1 Access to the Healtheon  Services.  Subject to the terms and conditions
of  this  Agreement,   Healtheon   hereby  grants   Customer  a   non-exclusive,
non-assignable,  non-sublicenseable,  and terminable right and license to access
and use the Healtheon  Services for Authorized Uses only. Upon the expiration or
termination of this Agreement, Customer agrees to cease all access to and use of
the Healtheon  Services,  and agrees  within ten (10) days of any  expiration or
termination of this  Agreement to revoke the access of all Customer's  personnel
to the  Healtheon  System,  so that no  further  access or use of the  Healtheon
Services  may be made by  Customer.  All  rights not  expressly  granted in this
Agreement  are  reserved to  Healtheon.  No other  rights or  licenses,  whether
express,  implied,  or arising by estoppel or otherwise are intended or conveyed
herein.

     6.2 Use by Authorized  Users Only.  Healtheon  Services may be accessed and
used by Authorized Users only.  Customer shall not cause or knowingly permit (a)
any person that is not an Authorized User to use the Healtheon Services,  or (b)
any Authorized  User to use the Healtheon  Services in an  unauthorized  manner.
Customer  agrees to report to Healtheon all  unauthorized  uses and users of the
Healtheon Services to Healtheon. An Authorized User's right to use the Healtheon
Services shall cease when the Authorized User is no longer an employee, agent or
contractor of Customer.

     6.3 Passwords. Upon Customer's request,  Healtheon shall issue (or shall in
Healtheon's  sole  discretion,  authorize  Customer  to  issue)  Customer-unique
identification  numbers ("IDs") and associated  passwords  ("Passwords") for its
Authorized  Users,  which IDs and Passwords are required to access the Healtheon
Services.  Customer shall be solely  responsible for  transmitting  such IDs and
Passwords to its personnel and for verifying  that such personnel are authorized
to access and use the Healtheon  Services.  Customer  shall maintain its IDs and
Passwords  in strict  confidence  and shall advise its  Authorized  Personnel to
maintain their IDs and Passwords in strict  confidence.  Healtheon  reserves the
right to disable any ID upon reasonable  belief that its security has or will be
compromised.

Article 7. Confidentiality.

     7.1  Confidentiality  Obligations.  In the course of performing  under this
Agreement,  each party may  receive,  be exposed to or acquire the  Confidential
Information  of the other party,  its  suppliers or  customers.  The parties (i)
shall not disclose to any third party the Confidential  Information of the other
party except as otherwise  permitted by this Agreement,  (ii) only permit use of
such Confidential  Information by its employees and agents having a need to know
in connection with  performance  under this Agreement,  and (iii) advise each of
their employees,  agents, and  representatives of their obligations to keep such
Confidential Information confidential.  Notwithstanding anything to the contrary
herein,  Healtheon  shall be free to use,  for its own  business  purposes,  any
ideas,  suggestions,  concepts,  know-how or techniques contained in information
received  from  Customer  that directly  relates to  Healtheon's  Services.  For
example,  Healtheon  shall  be free to  incorporate  any  suggested  changes  or

<PAGE>


modifications  to  the  Healtheon  Services  into  services  provided  to  other
customers.  Healtheon's receipt of Confidential Information under this Agreement
shall  not  create  any  obligation  that in any way  limits  or  restricts  the
assignment and/or  reassignment of Healtheon's  employees to different positions
within Healtheon.

     7.2 Confidentiality of Data.  Healtheon  acknowledges that Data may include
Confidential  Information of consumers,  and agrees to treat such information as
Confidential Information,  and agrees not to disclose such information except in
connection with its obligations hereunder and as may be required or permitted by
law or contract.  Customer agrees that Healtheon,  its licensors,  and all other
persons or entities  involved in the operation of the Healtheon  Services,  have
the right to transmit,  monitor, retrieve, store and use Data in connection with
the operation of the Healtheon Services.

     7.3  Agreement  Confidential.  The parties  agrees that not to disclose the
terms and conditions of this  Agreement  with any person or entity,  without the
other party's prior written consent,  except for disclosure to its employees who
have a need to know the terms of this Agreement.

     7.4  Disclosure  Required  Court or  Government.  If a  Receiving  Party is
required to disclose Confidential  Information of a Disclosing Party pursuant to
court  order  or  government  authority,   the  Receiving  Party  shall  provide
reasonable  notice  where  feasible  to  the  Disclosing  Party  prior  to  such
disclosure and shall  cooperate with the Disclosing  Party to obtain  protection
from such disclosure.

     7.5 No Removal of  Proprietary  Legends.  No Receiving  Party shall remove,
obscure,  or deface any proprietary or  confidentiality  legends relating to the
Disclosing  Party's rights, on or from any electronic or tangible  embodiment of
any  Confidential  Information,  without the  Disclosing  Party's  prior written
consent.

     7.6  Reports of  Third-Party  Misappropriation.  A  Receiving  Party  shall
immediately  report to the  Disclosing  Party any attempt by any person of which
the  Receiving  Party has  knowledge  (a) to use or  disclose  the  Confidential
Information  without  authorization  from the Disclosing  Party, or (b) to copy,
reverse assemble,  reverse compile or otherwise reverse engineer any part of the
Healtheon Services or Healtheon Application Software.

Article 8. Representations and Warranties.

     8.1 Healtheon's Representations and Warranties.

          8.1.1 Healtheon  Services.  Healtheon warrants that Healtheon Services
     shall be performed in a workmanlike manner. In addition, Healtheon warrants
     to Customer that the Healtheon  On-Line  Services shall be rendered so that
     the  Performance  Standards  shall be met or  exceeded.  However,  Customer
     acknowledges  and agrees that  Healtheon  uses complex  computer  software,
     computer  hardware,  communication  systems,  and Internet  connectivity to
     render  the  Healtheon  Services  to  Customer  and  third  parties,  i.e.,
     consumers  and  Providers  affiliated  with  Customer.  Computer  software,
     computer hardware, communication systems, and Internet connectivity of this
     type are rarely free from defects, perform without interruption, or provide
     complete  security.  Thus, the Healtheon  System may  periodically  fail to
     satisfy the warranties provided in this Section 8.1.1.

          8.1.2.   Warranties  Relative  to  Healtheon   Application   Software.
     Healtheon warrants to Customer that, for a period of ninety (90) days after
     final  acceptance of the Healtheon  Application  Software by Customer,  the
     Healtheon  Application  Software shall (i) conform in all material respects
     to its end user  documentation,  (ii) contain no  unauthorized  code (e.g.,
     back doors,  trojan horses,  time bombs,  or  cancelbots),  virus, or other
     mechanisms intended to adversely disable, erase, harm or grant unauthorized
     access to the Healtheon Application Software, and (iii) beY2K Compliant.

<PAGE>

          8.1.3 Compliance with Applicable Laws.  Healtheon warrants to Customer
     that it will use  commercially  reasonable  efforts to render the Healtheon
     Services  in  conformance  with  the  Health   Insurance   Portability  and
     Accountability Act of 1996.

          8.1.4  Non-infringement   Representation  and  Warranties.   Healtheon
     represents  and  warrants  to  Customer  that  the use by  Customer  of the
     Healtheon  Services and the Healtheon  Application  Software for Authorized
     Uses will not infringe on any valid and subsisting  United States copyright
     or any valid or subsisting  trade secret  recognized  under the laws of the
     United  States  or any of its  states  that  are  owned  by a third  party.
     Specifically  excluded from this  representation and warranty,  however, is
     any infringement or  misappropriation  which arises from, relates to, or is
     attributable to (a) Customer's  modification  of the Healtheon  Application
     Software, (b) Third Party Content, or (c) Customer Content.  Healtheon also
     represents  to  Customer  that  it has no  knowledge  that  the  use of the
     Healtheon  Services  and  the  Healtheon   Application  Software  permitted
     pursuant to this Agreement will infringe on any valid and subsisting United
     States patent owned by any third party. The foregoing  representation  does
     not extend to any knowledge or lack thereof with respect to the possibility
     of  infringement of a United States patent as a result of a Combination Use
     of the Healtheon Services or the Healtheon Application Software.  Healtheon
     has no duty  to  investigate  or to warn  Customer  of any  possibility  of
     infringement by Combination Use.  Customer's sole and exclusive remedy with
     respect to a breach of the  representations  and warranty  provided in this
     Section  8.1.4  will be for  Customer  to invoke the  infringement  defense
     provisions set forth in Section 12.1.

          8.1.5  Representations  and Warranties Solely For Benefit of Customer.
     The  representations  and  warranties  given by Healtheon in this Agreement
     extend  solely to  Customer  and to no third party  whatsoever,  including,
     without limitation, Providers affiliated with Customer.

          8.1.6 EXCLUSIVE REMEDIES.  CUSTOMER'S EXCLUSIVE REMEDY FOR ANY DEFAULT
     OR BREACH OF ANY  EXPRESS OR IMPLIED  WARRANTY  RELATING  TO THE  HEALTHEON
     SERVICES,  THE HEALTHEON APPLICATION SOFTWARE OR THE HEALTHEON SYSTEM SHALL
     BE  LIMITED  TO EITHER  THE  REPAIR OR  REPERFORMANCE  OF THE  SERVICES  AT
     HEALTHEON'S  EXPENSE,  OR THE REFUND OF ALL ON-TIME CHARGES AS SPECIFIED IN
     SECTION 11.4 BELOW.

     8.2 Customer Representations and Warranties.

          8.2.1  Compliance  with Laws.  Customer  warrants to Healtheon that it
     will comply with all Laws that are  directly or  indirectly  applicable  to
     Customer  as they  may  relate  to the use or  operation  of the  Healtheon
     Services  or the  Healtheon  Application  Software or  Customer's  Provider
     Network. As between Healtheon and Customer,  Customer warrants to Healtheon
     that Customer shall undertake  responsibility  for compliance with all such
     Laws  (except  where  such  Laws  prohibit   Healtheon   from  so  shifting
     responsibility for compliance to Customer). Without limiting the foregoing,
     Customer expressly represents and warrants to Healtheon that Customer shall
     comply with all laws and regulations  that may now or hereafter  govern the
     offer and/or  provision of services  through  Customer's  Provider  Network
     and/or the gathering, use, transmission,  processing,  receipt,  reporting,
     disclosure, maintenance, and storage of the Data, and that it shall use its
     best efforts to cause all affiliated Providers and End Users to comply with
     such laws.

<PAGE>

          8.2.2  Data.  Customer  represents  and  warrants  to  Healtheon  that
     Customer  shall,  at all  times  during  the  term  of this  Agreement  and
     thereafter,  comply with all Laws  directly  or  indirectly  applicable  to
     Customer that may now or hereafter govern the gathering, use, transmission,
     processing, receipt, reporting, disclosure, maintenance, and storage of the
     Data.  Customer further represents and warrants to Healtheon that: (a) when
     Customer  submits Data or other  information  (e.g.,  about its  affiliated
     Providers and Provider  Network) to  Healtheon,  Customer has the right and
     authority to do so; and (b)  Customer  has the right and  authority to view
     and access the Data it has  requested  to retrieve in  connection  with the
     Healtheon Services.

          8.2.3  Consents.  Customer  represents  and warrants to Healtheon that
     Customer  (and not  Healtheon)  is,  at all times  during  the term of this
     Agreement  and   thereafter,   solely   responsible   for  maintaining  the
     confidentiality  of the Data on behalf of  consumers  or other  persons  or
     entities  to whom  the  Data may  pertain  or  relate,  and  obtaining  and
     maintaining all patient consents and all other legally  necessary  consents
     or permissions required or advisable to disclose,  process,  retrieve,  and
     view the Data it submits  or  receives  in  connection  with the  Healtheon
     Services,  and to  transmit  such  Data  to  providers,  and  others.  Upon
     Healtheon's request, Customer shall provide, or it will cause the End-Users
     to provide,  Healtheon copies of any such required consents or permissions.
     TO THE  EXTENT  CUSTOMER  REQUESTS  HEALTHEON  TO  TRANSMIT  DATA TO  THIRD
     PARTIES, IN ACTING ON CUSTOMER'S REQUESTS,  HEALTHEON HEREBY AGREES THAT IT
     WILL SERVE AS CUSTOMER'S  LIMITED  AGENT IN  TRANSMITTING  PATIENT  MEDICAL
     INFORMATION  TO  OTHER  PAYERS,   PHYSICIANS,  AND  OTHER  MEDICAL  SERVICE
     PROVIDERS USING HEALTHEON SERVICES FOR SUCH PATIENT.

          8.2.4  Environment.  Customer  represents  and warrants  that it shall
     maintain  appropriate   safeguards  against  the  destruction,   loss,  and
     alterations of the Data, and that it shall maintain commercially-available,
     network-based virus protection software, which shall be adequate to protect
     Customer's data, software, and computer and telecommunications hardware.

          8.2.5  Third  Party  Content.  Customer  warrants  to  Healtheon  that
     Customer (and not Healtheon) shall undertake sole  responsibility to verify
     the accuracy,  reliability,  timeliness,  and  completeness  of Third Party
     Content before using or relying upon it in any manner whatsoever.

          8.2.6 Federal Health Care Programs.  Customer  represents and warrants
     to Healtheon that:

               (a) neither Customer, nor its officers,  directors,  employees or
          agents,  have engaged in or will engage in any activities  that are in
          violation  of  Medicare,  Medicaid  or any other  "State  Health  Care
          Program"  (as defined in Section  1128(h) of the Social  Security  Act
          ("SSA")) or "Federal  Health Care  Program" (as defined in SSA Section
          1128B(f))  under 42 U.S.C.  ss.ss.  1320a-7,  1320a-7a,  1320a-7b,  or
          1395nn,  the federal Civilian Health and Medical Plan of the Uniformed
          Services  ("CHAMPUS") statute, or the regulations or rules promulgated
          pursuant to such  statutes or  regulations  or related  state or local
          statutes  or  which  are   prohibited   by  any  private   accrediting
          organization  from which Customer seeks  accreditation or by generally
          recognized  professional  standards of care or conduct,  including but
          not limited to the following activities:

                    (i) knowingly  and willfully  making or causing to be made a
               false  statement  or  representation  of a  material  fact in any
               application for any benefit or payment;

                    (ii)  knowingly and  willfully  making or causing to be made
               any false statement or  representation of a material fact for use
               in determining rights to any benefit or payment; or

                    (iii)  presenting  or  causing to be  presented  a claim for
               reimbursement  under  CHAMPUS,  Medicare,  Medicaid  or any other

<PAGE>


               State Health Care Program or Federal Health Care Program that is:

                         (A) for an item or service  that the person  presenting
                    or  causing  to be  presented  knows or should  know was not
                    provided as claimed;

                         (B) for an item or service  and the  person  presenting
                    knows or should know that the claim is false or fraudulent;

                    (iv) knowingly and willfully offering, paying, soliciting or
               receiving any  remuneration  (including any kickback,  bribe,  or
               rebate), directly or indirectly,  overtly or covertly, in cash or
               in kind in return for referring, or to induce the referral of, an
               individual  to a person for the  furnishing  or arranging for the
               furnishing  of any item or service for which  payment may be made
               in whole or in part by CHAMPUS, Medicare,  Medicaid, or any other
               State Health Care Program or Federal  Health Care Program,  or in
               return for, or to induce,  the purchase,  lease, or order, or the
               arranging for or recommending  of the purchase,  lease, or order,
               of any good, facility,  service, or item for which payment may be
               made in whole or in part by  CHAMPUS,  Medicare,  Medicaid or any
               other State Health Care Program or Federal  Health Care  Program;
               or

                    (v) knowingly and willfully  making or causing to be made or
               inducing  or seeking to induce the making of any false  statement
               or representation  (or omitting to state a material fact required
               to  be  stated  therein  or  necessary  to  make  the  statements
               contained therein not misleading) or a material fact with respect
               to the  conditions  or operations of a facility in order that the
               facility may qualify for CHAMPUS, Medicare, Medicaid or any other
               State  Health  Care  Program  or  Federal   Health  Care  Program
               certification,  or information  required to be provided under SSA
               ss.1124A.

          (b) neither  Customer nor to the best  knowledge of Customer any other
     person who has a direct or indirect  ownership interest (as those terms are
     defined in 42 C.F.R. ss.  1001.1001(a)(2)) in CUSTOMER, or who will have an
     ownership  or control  interest  (as defined in SSA ss.  1124(a)(3)  or any
     regulations promulgated thereunder) in Customer, or who will be an officer,
     director, agent (as defined in 42 C.F.R. ss. 1001.1001(a)(2)),  or managing
     employee  (as  defined  in SSA ss.  1126(b))  of  Customer  and to the best
     knowledge of Customer:

               (i) has had a civil monetary  penalty  assessed  against it under
          SSA ss. 1128A;
               (ii)  has  been  excluded  from  participation   under  Medicare,
          Medicaid or any other State Health Care Program or Federal Health Care
          Program; or
               (iii) has been convicted (as that term is defined in 42 C.F.R.ss.
          1001.2) of any of the following categories of offenses as described in
          SSAss. 1128(a)  and  (b)(1),  (2),  (3):

                    (A) criminal offenses relating to the delivery of an item or
               service under  Medicare,  Medicaid or any other State Health Care
               Program or Federal Health Care Program;

                    (B) criminal offenses under federal or state law relating to
               patient  neglect or abuse in  connection  with the  delivery of a
               health care item or service;

                    (C) criminal offenses under federal or state law relating to
               fraud, theft,  embezzlement,  breach of fiduciary responsibility,
               or other financial  misconduct in connection with the delivery of
               a health  care  item or  service  or with  respect  to any act or
               omission in a program operated by or financed in whole or in part
               by any federal, state or local government agency;

                    (D) federal or state laws relating to the interference  with
               or obstruction  of any  investigation  into any criminal  offense


<PAGE>

               described  in (a) through  (c) above;  or

                    (E) criminal offenses under federal or state law relating to
               the   unlawful   manufacture,   distribution,   prescription   or
               dispensing of a controlled  substance.

     8.2.7  Representations  and Warranties  Extend to Healtheon's  Suppliers or
Licensors.  The  representations  and  warranties  given  by  Customer  in  this
Agreement extend to Healtheon and to its suppliers and licensors.

8.3  Mutual Representations and Warranties.

     8.3.1 Due  Organization.  Each party  represents  and warrants to the other
party that it is duly organized,  validly  existing,  and in good standing under
the laws of the jurisdiction in which it is organized,  it has the full power to
enter into this Agreement and to perform its obligations hereunder, and that the
performance  by it of its  obligations  under  this  Agreement  have  been  duly
authorized by all necessary  corporate or other actions and will not violate any
provision any corporate charter or bylaws.

     8.3.2 No Conflicts.  Each party  represents and warrants to the other party
that neither the execution of this Agreement nor its performance hereunder, will
directly or indirectly  violate or interfere with the terms of another agreement
to which it is a party,  or give any  governmental  entity the right to suspend,
terminate,  or modify any of its governmental  authorizations or assets required
for its performance  hereunder.  Each party represents and warrants to the other
party that it will not enter into any agreement the execution and/or performance
of which would violate or interfere with this Agreement.

     8.3.3 No Bankruptcy.  Each party represents and warrants to the other party
that the party is not  currently  the  subject  of a  voluntary  or  involuntary
petition in bankruptcy, does not currently contemplate filing any such voluntary
petition,  and is not  aware  of any  claim  for the  filing  of an  involuntary
petition.

8.4  Disclaimers.

     8.4.1  DISCLAIMER  OF  IMPLIED  WARRANTIES.  EXCEPT AS  EXPRESSLY  PROVIDED
HEREIN,  HEALTHEON MAKES NO  REPRESENTATIONS  OR WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED  (EITHER IN FACT OR BY  OPERATION OF LAW) WITH RESPECT TO THE
HEALTHEON SERVICES OR THE HEALTHEON APPLICATION SOFTWARE, AND, IF ANY, ANY OTHER
PRODUCTS  OR  SERVICES  PROVIDED  OR  RENDERED  TO  CUSTOMER  (OR TO A  PROVIDER
AFFILIATED  WITH  CUSTOMER) BY  HEALTHEON.  HEALTHEON  EXPRESSLY  DISCLAIMS  ALL
WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ALL WARRANTIES  ARISING FROM CONDUCT,  COURSE OF DEALING OR CUSTOM OF TRADE, AND
(EXCEPT AS SPECIFICALLY SET FORTH IN SUBSECTION  8.1.4), ALL WARRANTIES OF TITLE
AND NON-INFRINGEMENT.  HEALTHEON DOES NOT WARRANT THAT THE HEALTHEON SERVICES OR
THE HEALTHEON APPLICATION SOFTWARE ARE OR WILL BE ERROR-FREE OR, THAT THE USE OR
OPERATION OF THE HEALTHEON SERVICES OR THE HEALTHEON  APPLICATION  SOFTWARE WILL
BE  UNINTERRUPTED  OR  SECURE,  AND  HEALTHEON  HEREBY  DISCLAIMS  ANY  AND  ALL
LIABILITIES ON ACCOUNT THEREOF.

<PAGE>

          8.4.2 Results. Healtheon makes no warranty as to: (a) the results that
     may be obtained  from the use of the Healtheon  Services,  or (b) as to the
     accuracy,  reliability  or content of any  information  or data provided or
     received by Customer.  Healtheon  further does not guarantee the payment or
     the timing of  payment of any  transactions  or claims,  if any,  submitted
     using the Healtheon  Services.  Payment remains the  responsibility  of the
     particular  consumer  of health  care  services  and  suppliers  with which
     Customer is working.

          8.4.3  Content.  Healtheon  cannot be  responsible  for the  accuracy,
     reliability  or content of any Customer or  third-party's  use or misuse of
     any information or data  transmitted,  monitored,  stored or received using
     the  Healtheon  Services.  Healtheon is not  responsible  for, and does not
     verify, patient information, referral, eligibility, or claim information or
     rules,  insurance  information,  or any information entered or generated by
     others.

Article 9. Errors in Healtheon On-Line Services

     9.1 Procedure.  The procedure for correcting Errors in Healtheon's  On-Line
Services shall be set forth in the Performance Standards.

Article 10. Exclusion of Damages; Limitation of Liability.

     10.1 EXCLUSION OF DAMAGES.  CUSTOMER AGREES THAT IN NO EVENT WILL HEALTHEON
OR ITS  SUPPLIERS  OR  LICENSORS  BE  LIABLE  TO  CUSTOMER  OR ANY  THIRD  PARTY
(INCLUDING  THE  PROVIDERS  AFFILIATED  WITH  CUSTOMER),  UNDER  ANY  THEORY  OF
LIABILITY,  HOWEVER  ARISING,  FOR ANY COSTS OF COVER OR FOR INDIRECT,  SPECIAL,
INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES OF ANY KIND  (INCLUDING ANY LOSS OF USE,
INTERRUPTION  OF  BUSINESS,   LOSS  OF  BUSINESS   PROFITS,   LOSS  OF  BUSINESS
INFORMATION,  AND THE LIKE) ARISING OUT OF THIS AGREEMENT,  THE PROVISION OR USE
OF HEALTHEON SERVICES AND/OR HEALTHEON APPLICATION SOFTWARE, OR THE PROVISION OR
USE OF ANY DATA CREATED BY OR ACCESSED  THROUGH THE  HEALTHEON  SERVICES  AND/OR
HEALTHEON  APPLICATION  SOFTWARE,  EVEN IF  HEALTHEON  HAS BEEN  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY  NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY.

     10.2  LIMITATION  OF  LIABILITY.  IF,  NOTWITHSTANDING  ANY  OF  THE  OTHER
PROVISIONS OF THIS AGREEMENT  (EXCLUDING  CLAIMS  COVERED UNDER SECTION  8.1.4),
THERE SHALL BE ANY  LIABILITY  OF  HEALTHEON TO CUSTOMER OR ANY THIRD PARTY THAT
ARISES  OUT  OF OR IS IN  ANY  WAY  CONNECTED  TO  THIS  AGREEMENT,  HEALTHEON'S
AGGREGATE  LIABILITY  FOR ALL  DAMAGES,  LOSSES AND CAUSES OF ACTION  WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EITHER JOINTLY OR SEVERALLY,
SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO HEALTHEON  HEREUNDER  DURING THE
THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT
GAVE RISE TO THE CLAIM.  THIS LIMITATION OF LIABILITY  REFLECTS AN ALLOCATION OF
RISK BETWEEN THE PARTIES IN VIEW OF THE FEES CHARGED.  THE  LIMITATIONS  IN THIS
AGREEMENT SHALL APPLY  NOTWITHSTANDING  ANY FAILURE OF ESSENTIAL  PURPOSE OF ANY
LIMITED REMEDY.

Article 11. Term; Breach; Termination.

     11.1 Initial Term and Renewals.  The term of this Agreement  shall commence
on the Effective Date and, unless earlier  terminated as provided herein,  shall
continue for three (3) years from the Effective Date (the "Initial Term").  Upon

<PAGE>


expiration  of  the  Initial  Term,  the  term  of  this   Agreement   shall  be
automatically renewed for successive one-year periods (individually,  a "Renewal
Term"),  unless  sooner  terminated in accordance  with the  provisions  herein.
Notice of non-renewal of this Agreement  after the Initial Term must be given in
writing  by a party to the other  party at least  ninety  (90) days prior to the
commencement of any Renewal Term.

     11.2 Term and Termination of Service Exhibits. Unless otherwise stated in a
Service  Exhibit,  the terms of the Service Exhibit shall coincide with the term
of this Agreement.  In a Service Exhibit, the parties may specify  circumstances
under  which a party may  terminate  the  Service  Exhibit  in the  absence of a
material breach.  Under such circumstances,  unless otherwise expressly provided
in the Service Exhibit, termination will become effective upon thirty (30) days'
written  notice,  and  Sections  11.7 and 11.8 shall  apply with  respect to the
subject matter thereof. Termination of a Service Exhibit shall not result in the
termination of this Agreement.

     11.3  Termination  for Errors.  Customer may terminate  this  Agreement for
cause if, upon the completion of the Error Escalation Procedures,  Healtheon has
failed to resolve a Severity  Level I or Severity Level II Level Error (as those
terms are set forth in the  Performance  Standards).  Customer  shall  provide a
written notice of breach  providing  specific details as to the continuing Error
that  continues  to exist and why Customer  believes  such Error  constitutes  a
Severity  I or  Severity  II Level  Error.  Upon  receipt of a notice of breach,
Healtheon  shall have ninety (90) days (or such longer period of time acceptable
to Customer) in which Healtheon may in its sole discretion:

          (a)  Attempt to cure the Error so that it is no longer a Severity I or
     Severity II Level Error;

          (b)  Require  Customer  to  negotiate  in good faith for a  reasonable
     reduction in the fees charge or to be charged Customer under this Agreement
     that take in account the loss of service,  functionality,  or  availability
     occasioned by the uncorrected Error so long as it shall remain a Severity I
     or Severity II Level Error; and/or

          (c) Inform  Customer in writing  that  Healtheon  will not correct the
     Error,  and allow  Customer to terminate  this  Agreement  and receive,  as
     Customer's sole and exclusive remedy, the refund provided in Section 11.4.

     11.4  Effect of  Terminations  for  Errors.  Within  thirty (30) days after
termination of this Agreement  pursuant to Section 11.3 above,  Healtheon  shall
pay to Customer,  as Customer's sole and exclusive  remedy, a pro-rata refund of
all one-time  charges  incurred under this Agreement  prorated based upon a five
(5) year, straight line depreciation method.  Healtheon may deduct from any such
payment all other sums due Healtheon  from  Customer.  Upon  termination of this
Agreement,  all of  Customer's  rights  to use  the  Healtheon  Services  or the
Healtheon Application Software shall terminate.

     11.5  Terminations  for Other Cause.  Except for  terminations  governed by
Section 11.3, either party has the right to terminate this Agreement at any time
if:

          (a) the  other  party is in  material  breach of any  warranty,  term,
     condition or covenant of this  Agreement  and (i) fails to cure that breach
     within  ninety  (90)  days  (or,  in the  case of a  breach  involving  the
     nonpayment of fees by Customer, ten (10) days) of receiving notice from the
     non-breaching  party which  specifies such material breach and demands cure
     thereof,  or (ii) fails to provide the  non-breaching  party assurance that
     the breach will be cured within a longer period of time which is acceptable
     to the non-breaching party; or

          (b) the other party (i) becomes insolvent; (ii) fails to pay its debts
     or perform  its  obligations  in the  ordinary  course of  business as they
     mature;  (iii)  admits in writing its  insolvency  or  inability to pay its
     debts or perform  its  obligations  as they  mature;  or (iv)  becomes  the
     subject  of  any  voluntary  or   involuntary   proceeding  in  bankruptcy,
     liquidation,  dissolution,   receivership,  attachment  or  composition  or

<PAGE>


     general  assignment  for the benefit of  creditors;  provided  that if such
     condition is assumed involuntarily it has not been dismissed with prejudice
     within thirty (30) days after it begins.

     11.6  Effective  Date of  Termination  for Cause.  Termination  will become
effective under Sections 11.6 and 11.5(a)  automatically  upon expiration of the
cure  period in the absence of a cure or mutually  agreed-upon  resolution,  and
under Section 11.5(b) immediately upon the non-terminating  party's receipt of a
notice of  termination  at any time after the specified  event or the failure of
the specified proceeding to be timely dismissed. Termination for a breach of the
provisions  of  confidentiality  under  Article 7 above shall  become  effective
immediately upon receipts of written notice thereof.

     11.7 Effect on Rights.  Except for  terminations  governed by Section 11.3,
termination  of this  Agreement by either party shall not act as a waiver of any
breach of this Agreement and shall not act as a release of either party from any
liability for breach of such party's  obligations  under this Agreement.  Within
thirty  (30)  days of  termination  of this  Agreement,  Customer  shall  pay to
Healtheon all sums then due and owing.  Upon termination of this Agreement,  all
licenses and rights to use the Healtheon  Services,  the  Healtheon  Application
Software,  Healtheon  Intellectual  Property  granted under this Agreement shall
terminate.

     11.8 Return of Materials.  Within thirty (30) days after the Termination of
this  Agreement,  (a)  Customer  shall  return to  Healtheon  all  copies of all
Healtheon  Application  Software  provided  hereunder,  all copies of  technical
materials,   brochures,   and  marketing  materials,  and  all  other  materials
pertaining to the Healtheon Services which are in Customer's possession, and all
tangible embodiments of Healtheon's Confidential Information;  and (b) Healtheon
shall return to Customer all tangible  embodiments  of  Customer's  Confidential
Information.

     11.9 Survival. The rights and obligations of Sections 2.5, 4.4, 4.5 and
4.6,  and  Articles  5, 7, 8, 9, 10,  12,  14,  and 15 in their  entirety  shall
expressly survive expiration or any termination of this Agreement

Article 12. Defense and Indemnification.

     12.1  Defense  and  Indemnity  Relative  to  Infringement  Claims  by Third
Parties.

          12.1.1 Limited Covenant to Defend.  Healtheon,  at its own expense and
     subject to the terms and  conditions  of this  Section  12.1,  will  defend
     claims  brought  against  Customer  in the United  States by third  parties
     (other than  affiliates  of Customer)  that,  if true,  would  constitute a
     breach by Healtheon of the non-infringement  representations and warranties
     set forth in Subsection 8.1.4 above. The defense shall only extend to those
     portions of the claim that, if true, would constitute a breach by Healtheon
     of  the  non-infringement  representations  and  warranties  set  forth  in
     Subsection 8.1.4 above.

          12.1.2 Conditions for Healtheon Defense.  To be entitled to defense by
     Healtheon against a third-party infringement claim:

               (a)  Customer  shall  advise  Healtheon  of the  existence of the
          claim, by the most  expeditious  reasonable  means,  immediately  upon
          learning of the  assertion of the claim against  Customer  (whether or
          not litigation or other proceeding has been filed or served); and

               (b)  Healtheon  shall have the sole right to control  the defense
          and/or  settlement  of all such claims,  in  litigation  or otherwise,
          provided that  Healtheon will not enter into a settlement on behalf of
          Customer without Customer's prior written approval,  such approval not
          to be unreasonably withheld.

<PAGE>

          12.1.3  Infringement  Injunctions  Obtained  by  Third  Parties.  If a
     third-party   infringement  claim,  of  which  Healtheon  was  notified  in
     accordance with Section 12.1.2 (a) (or which Healtheon is otherwise aware),
     results,  or in Healtheon's  reasonable  opinion is likely to result, in an
     injunction  prohibiting  Customer  from  continued  use  of  the  Healtheon
     Services,  the Healtheon  Application  Software,  or portions thereof, then
     Healtheon shall, in its sole election and at its sole expense:

               (a)  procure  for  Customer  the  right  to  continue  to use the
          Healtheon Services or the Healtheon Application Software;

               (b) replace or modify the  Healtheon  Services  or the  Healtheon
          Application   Software  to  make  them   non-infringing,   but,  where
          reasonably  possible,  preserving the  functionality  of the Healtheon
          Services or the Healtheon Application Software; or

               (c) direct  Customer to cease use of all of or those  portions of
          the Healtheon Services or the Healtheon Application Software that have
          been (or, in Healtheon's opinion,  are likely to become) enjoined.  In
          such event, the parties agree to use the dispute resolution procedures
          in  Article  13 to  determine  the  future  reduction  in the fees and
          charges  under  this  Agreement  necessary  to  reflect  the  loss  of
          functionality  while taking into account the use the Authorized  Users
          have  enjoyed  until the date the use was  terminated.  The  foregoing
          states  the  sole  and  exclusive  remedy  of  Customer  in the  event
          Healtheon  must  direct  Customer  to  cease  use of  all of or  those
          portions  of  the  Healtheon  Services  or the  Healtheon  Application
          Software  that have been (or, in  Healtheon's  opinion,  are likely to
          become)  enjoined.12.1.4  Healtheon  Responsibility  for  Expenses and
          Infringement Monetary Awards. If a third-party  infringement claim, of
          which  Healtheon was notified and which Healtheon has a duty to defend
          accordance  with this Section 12.1,  is brought,  and if such claim is
          sustained in a final judgment from which no further appeal is taken or
          possible,  then Healtheon  will pay or otherwise  satisfy any monetary
          award entered  against  Customer as part of such final judgment to the
          extent  such award is  adjudged  in such final  judgment to arise from
          such infringement, without regard to limitation of liability set forth
          in Section 10.2.

12.2 Defense and Indemnity Obligations Relative to Other Claims.

               12.2.1  Healtheon's  Agreement to Indemnify.  Healtheon agrees to
          defend, indemnify, and hold Customer, its officers,  agents, employees
          and contractors,  harmless from any loss,  damage or expense,  arising
          from or  otherwise in respect of any breach of any  representation  or
          warranty of Healtheon set forth in Article 7. (Confidentiality).

               12.2.2  Customer's  Agreement to  Indemnify.  Customer  agrees to
          defend,  indemnify, and hold Healtheon and its suppliers or licensors,
          and  its  and  their  officers,  agents,  employees  and  contractors,
          harmless from any loss, damage, or expense,  arising from or otherwise
          in respect of any breach of any obligation, representation or warranty
          of Customer set forth in Article 7 (Confidentiality) and Section 8.2.

12.3 Indemnity and Defense Administrative Procedures.

               12.3.1 Except for claims covered by Section 12.1.2 (a), for which
          the shorter  period stated  therein shall apply, a party seeking to be
          defended against a claim under this Article 12 (the "Invoking Party"),
          shall notify the other party (the  "Defending  Party")  within  thirty
          (30) days of the  assertion  of any  claim(s) or discovery of any fact
          upon which the  Invoking  Party  intends  to base a claim for  defense
          and/or  indemnification  under this Article 12. The  Invoking  Party's
          failure  to so  notify  the  Defending  Party  will  not  relieve  the
          Defending  Party  from  any  liability  under  this  Agreement  to the

<PAGE>

          Invoking  Party with respect to defense or  indemnity  with respect to
          such claim(s),  except to the extent the Defending Party  demonstrates
          that the  defense of such claim was  prejudiced  by the  failure to so
          notify.

               12.3.2 If the  Defending  Party  defends the Invoking  Party in a
          lawsuit,  arbitration,  negotiation,  or other proceeding concerning a
          claim  pursuant to this Article 12, then the Invoking Party may engage
          separate  counsel,  at the Invoking  Party's  expense,  to monitor and
          advise the Invoking Party about the status and progress of the matter,
          but,  with respect to any issues  involved in a matter as to which the
          Defending  Party has  acknowledged  the  obligation  to indemnify  the
          Invoking  Party,  the  Defending  Party  will  have the sole  right to
          control the defense of (and/or to settle or otherwise  dispose of) the
          matter on such  terms as the  Defending  Party in its  judgment  deems
          appropriate.

     12.4  Exceptions  to  Duties  to  Defend  and  Indemnify.  Except as may be
expressly provided  otherwise in this Agreement,  neither party will be required
to defend or  indemnify  the other  party with  respect  to  losses,  damages or
expenses  finally  adjudged to have been caused by the  indemnified  party's own
negligence or willful misconduct.

Article 13. Dispute Resolution.

     13.1 Dispute  Resolution.  Except as provided in Section  13.2 below,  if a
dispute, controversy, or claim arising out of, or connected with, this Agreement
or with the relationship of the parties arises,  and the dispute is not resolved
by agreement  between the Contract  Managers,  then the parties shall attempt to
resolve  the  dispute  by means of the  procedure  set forth in this  Article 13
before initiating any lawsuit.

     13.2 Exceptions.  The alternative dispute resolution requirements set forth
in this Article 13 shall not apply to claims  arising out of,  connected  to, or
related to: (a) any infringement or misappropriation of Healtheon's Intellectual
Property Rights,  and (b) any violation of the  confidentiality  obligations set
forth in Article 7.

     13.3 Progressive Dispute Negotiation Procedures. Prior to the filing of any
suit or initiating  arbitration  with respect to a dispute,  the party believing
itself aggrieved (the "Requesting  Party") will call for progressive  management
involvement in the negotiation of the dispute by notice to the other party. Such
a notice will be without prejudice to the Requesting  Party's right to any other
remedy  permitted by this Agreement.  The parties will use their best efforts to
arrange personal  meetings and/or telephone  conferences as needed,  at mutually
convenient  times  and  places,  between  negotiators  for  the  parties  at the
following  successive  management  levels,  each of which  will have a period of
allotted time as specified below in which to attempt to resolve the dispute:

<TABLE>
         <S>                   <C>                     <C>                   <C>

                                HEALTHEON              CUSTOMER             ALLOTTED TIME

         FIRST LEVEL            Director / Manager     Director / Manager   10 Business Days

         SECOND LEVEL           VP                     VP                   10 Business Days

         THIRD LEVEL            CEO                    CEO                  30 Days

</TABLE>

The allotted time for the  first-level  negotiators  will begin on the effective
date of the  Requesting  Party's  notice.  If a  resolution  is not  achieved by
negotiators  at any given  management  level at the end of their  allotted time,
then the allotted time for the negotiators at the next management level, if any,
will begin  immediately.  If a resolution is not achieved by  negotiators at the

<PAGE>


final  management level within their allotted time, then either party may file a
lawsuit.

Article 14. Miscellaneous.

     14.1 No  Reimbursement.  Customer shall be responsible for its own expenses
and costs under this  Agreement and that  Healtheon  shall have no obligation to
reimburse  Customer for any expenses or costs incurred by Customer in connection
with Customer activities as they relate to this Agreement.

     14.2 Force  Majeure.  If either party is unable to perform its  obligations
under this Agreement due to circumstances  beyond its reasonable  control (other
than   obligations   for  the   payment   of   money  or  the   maintenance   of
confidentiality), including, but not limited to, acts of God, earthquakes, labor
disputes  and strikes,  riots,  war,  actions  decrees of  governmental  bodies,
changes in  applicable  Laws, or  communications  line or power  failures,  such
obligations will be suspended so long as those circumstances  persist,  provided
that the delaying  party  notifies the other party promptly of the delay and its
causes  and uses  commercially  reasonable  efforts  to  recommence  performance
without delay.

     14.3  Assignment.  Neither  party  shall  assign,  transfer,  or  otherwise
delegate any of its rights or  obligations  under this  Agreement in whole or in
party to any individual,  firm or corporation  without the prior written consent
of the other party, which consent shall not be unreasonably  withheld;  provided
however,  that  either  party may assign its  rights and  obligations  hereunder
without  approval  of  the  other  party  to a  party  that  succeeds  to all or
substantially  all of its assets (whether by sale,  merger,  operation of law or
otherwise),  provided that such  assignee or transferee  agrees in writing to be
bound by the terms and conditions of this Agreement. Any assignment with consent
does not release the assignor  from any of its  obligations  under the Agreement
unless the consent so states.

     14.4 No Agency or Authority.  Except as expressly provided in Section 8.2.3
when  applicable,  nothing in this  Agreement  shall be  construed  to create an
agency, joint venture, partnership or other form of business association between
the parties.  Neither  party has the right or  authority  to make any  contract,
representation,  or binding  promise of any nature on behalf of the other party,
whether oral or written, without the express written consent of the other party.

     14.5 No Waiver.  The failure on the part of either  party to  exercise  any
right or remedy  hereunder  will not operate as further  waiver of such right or
remedy in the future or any other right or remedy.

     14.6  Binding.  This  Agreement  shall be  binding  on the  parties,  their
affiliated companies,  subsidiaries,  successors, and assigns (if any), and they
each warrant that the  undersigned  are  authorized to execute this Agreement on
behalf  of the  respective  party.  This  Agreement  is also  binding  upon  the
officers,  directors,  agents,  employees,  partners,  and  shareholders  of the
parties and any other persons acting in concert with them.

     14.7  Governing  Law;  Jurisdiction;  Venue.  The  laws  of  the  State  of
California  will govern this  Agreement  without  reference  to conflicts of law
principles.  Jurisdiction and venue for all disputes  relating to this Agreement
shall lie with the state and  federal  courts  located  in Santa  Clara  County,
California.

     14.8 Headings. The headings in this Agreement are for purposes of reference
only and are not  intended  to affect  the  meaning  or  interpretation  of this
Agreement.

     14.9  Severability.  If any  provision  in this  Agreement  is  found to be
invalid,  void,  or  unenforceable  by a court of  competent  jurisdiction,  the
remaining provisions will nevertheless continue in full force and effect, and if

<PAGE>


the  invalid,  void  or  unenforceable  provision  is an  essential  part of the
Agreement, the parties shall immediately begin negotiations for its replacement.

     14.10  No  Bias.  This  Agreement  shall  be  interpreted  as  written  and
negotiated  jointly by the parties.  It shall not be strictly  construed against
either party, regardless of the actual drafter of the Agreement.

     14.11  Costs,  Attorneys'  Fees,  and  Experts'  Fees.  In  the  event  any
obligation of this Agreement must be enforced,  through litigation or otherwise,
the prevailing  party will be entitled to recover  reasonable costs and expenses
incurred in enforcing the obligation,  including  costs,  reasonable  attorneys'
fees and experts' fees.

     14.12 Counterparts.  This Agreement may be executed in duplicate and either
copy or both copies are considered originals.

     14.13 Notices.  Any and all notices given under this Agreement  shall be in
writing and may be effected by personal delivery, facsimile, or mail, registered
or certified,  postage prepaid with return receipt  requested.  Notices shall be
sent to the parties at their respective addresses set forth on the first page of
this Agreement,  with a copy to such party's General Counsel.  Notices delivered
personally  or by  facsimile  shall be deemed  given as of actual  receipt,  and
mailed notices shall be deemed given as of seven (7) days after mailing.

     14.14 No Representations.  Each party acknowledges that it enters into this
Agreement  of its own  accord  and does not do so on the basis of,  and does not
rely on, any  representation,  warranty or other  provision  except as expressly
provided  herein,  and all  conditions,  warranties  or other  terms  implied by
statute or common law are hereby  excluded to the fullest  extent  permitted  by
law.

     14.15  Insurance.  During  the  term of the  Agreement,  each  party  shall
maintain, either through external insurance coverage or internal self insurance,
such capability to bear risks  associated with the performance of this Agreement
as is reasonable and prudent under the circumstances.

     14.16 Publicity. The parties shall issue a public announcement and mutually
agreed upon press release regarding the parties'  relationship and the nature of
this Agreement upon execution of this Agreement.

     14.17 U.S.  Government  Restricted  Rights.  The Healtheon  Service and the
Healtheon  Application  Software are made available only with RESTRICTED RIGHTS.
All use, duplication, or disclosure of the Healtheon Service or such software by
the  government  is  subject  to  restrictions  as set  forth  in  subparagraphs
(c)(1)(ii)  of the Rights in Technical  Data Computer  Software  Clause at DFARs
252.22-70013  and/or  subparagraphs  c(1)  and c(2) of the  Commercial  Computer
Software Restricted Rights Clause at 48 C.F.R. Section 52.227-19, as applicable.
The  contractor/vendor/manufacturer is Healtheon Corporation, 4600 Patrick Henry
Drive, Santa Clara, California 95054, U.S.A.

     14.18 Entire Agreement. This Agreement (including the attached Exhibits and
Schedules  which are hereby  incorporated  herein by reference)  constitute  the
final and entire agreement between the parties, and supercedes all prior written
and oral  agreements,  understandings,  or  communications  with  respect to the
subject matter of this Agreement  (including  without limitation any memorandums
of understanding, written proposals, and term sheets). This Agreement may not be
modified  except in writing signed by a duly authorized  representative  of each
party.  The  parties  agree  that the terms  and  conditions  contained  in this
Agreement  shall prevail over any terms and  conditions  of any purchase  order,
acknowledgment form or other instrument.

     14.19  Non-Solicitation.  Neither  Customer nor Healtheon will,  during the
initial  term of this  Agreement  and for six (6)  months  thereafter,  hire any
employee of the other who engage in activity directly related to this Agreement.

<PAGE>

     14.20 Export. Customer shall comply with all export laws and regulations of
the Department of Commerce or other United States agency or authority, and shall
not  export,  or allow the export or  re-export,  of the  Healtheon  Application
Software in violation of such laws or regulations.

Article 15. Glossary.

     15.1  "Authorized  User" means Customer  employees and contractors who have
been duly authorized by Customer to access and use the Healtheon Services.

     15.2 "Authorized Uses" means access to and use of the Healtheon Services or
the  Healtheon  Application  Software  for the  internal  business  purposes  of
Customer and use in the manner specified in the end user documentation therefor.

     15.3  "Change  Request"  means a written  request  provided  by Customer to
Healtheon  for a  modification  in the  Healtheon  Services  or  for  Additional
Services, and as further described in Section 3.4.

     15.4  "Combination  Use" means use of an item in combination or conjunction
with any of the following, unless such use is shown to be infringing when not in
combination  or  conjunction  with any of the  following,  or unless such use is
expressly an Authorized Use or expressly  identified as  non-infringing  in this
Agreement:

          (a)  any item other than the item in question;
          (b)  any apparatus other than hardware; and/or
          (c)  any non-use activities by any person or entity.

         15.5   "Confidential   Information"  means  information  that:  (i)  is
disclosed in writing or other tangible or intangible form to the Receiving Party
by the  Disclosing  Party or a third party having an obligation of confidence to
the Disclosing  Party and is designated as proprietary or  confidential by or on
behalf of a Disclosing Party, (ii) is not generally known in its entirety by the
relevant  industry or industry  segment,  and (iii)  affords  possessors  of the
information a commercial or business  advantage  over others who do not have the
information. Confidential Information does not include any information that:

          (a)  was, as of the time of its disclosure, or thereafter becomes part
               of the public domain through a source other than Receiving Party;
          (b)  the Receiving  Party can  demonstrate  was known to the Receiving
               Party as of the time of its disclosure;
          (c)  the Receiving Party can demonstrate was  independently  developed
               by the  Receiving  Party without use of or reference to any code,
               documentation or materials provided by the Disclosing Party; or
          (d)  the Receiving Party can demonstrate was subsequently learned from
               a third  party  not  under a  confidentiality  obligation  to the
               Disclosing Party.

     15.6 "Content" means text,  graphics,  audio, and audiovisual material that
may be viewed and downloaded using the Healtheon Services.

     15.7  "Contract  Manager"  means the person  designated as such pursuant to
Section  3.1 of this  Agreement,  and  having  the  responsibilities  set  forth
therein.

     15.8 "Data" means data and information submitted, transmitted, and received
using the Healtheon Services.

<PAGE>


     15.9  "Disclosing  Party" means the party who  discloses  its  Confidential
Information to the other party.

     15.10   "End   Users"   means   Authorized    Users,    Registered   Users,
Customer-Affiliated  Providers,  and any other third party to whom  Customer has
authorized the transmittal or receipt of Data.

     15.11  "Error"  means an error,  defect,  or  malfunction  of the Healtheon
System or Healtheon On-Line Service that causes the Healtheon On-Line Service to
fail  to  operate   in   accordance   with  its   associated   On-Line   Service
Specifications.

     15.12 "Healtheon Application Software" means all computer software, if any,
developed  as  specified  in  the   corresponding   Service  Exhibit,   and  any
modifications or improvements thereto provided by Healtheon hereunder.

     15.13  "Healtheon  Services"  mean the  services  defined  to be  Healtheon
Services  in  the  Service  Exhibit,   and  all  updates,   modifications,   and
improvements thereto provided by Healtheon to Customer hereunder.

     15.14  "Healtheon  System" means the entire  system,  including all related
hardware and software,  and  Healtheon  Application  Software,  now or hereafter
developed  and  operated  by or for  Healtheon  to host,  maintain  and  support
Healtheon  Services,  including  all updates,  improvements,  and  modifications
thereto.


<PAGE>

     15.15 "Intellectual  Property " means all worldwide intangible legal rights
or interests evidenced by or embodied in (a) any idea, design, concept,  method,
process, technique, apparatus,  invention, discovery, or improvement,  including
any patents, trade secrets, and know-how; (b) any work of authorship,  including
any copyrights,  moral rights or neighboring rights; (c) any trademark,  service
mark, trade dress, trade name, or other indicia of source or origin; and (d) any
other similar rights.

     15.16  "Laws"  mean  all  laws,  statutes,  rules,  regulations,   decrees,
practices, and all other requirements of any kind or nature that are applicable,
directly or indirectly, to a party whether implemented by any federal, state, or
local government body,  department,  agency,  bureau or division or by any trade
association,  industry  organization  or other  body,  the rules of  which,  are
binding upon the party.

     15.17 "Marks" means trademarks,  service marks, trade names, logos and such
other business identifiers.

     15.18  "Performance  Standards"  mean the service  level and response  time
requirements for the Healtheon On-Line Services as will be set forth in Schedule
5 of the corresponding Service Exhibit.

     15.19  "Practice"  means  Healtheon's  Internet-based  portal  service that
allows for the secure  communication  between  physicians  and other  healthcare
organizations (e.g., payers,  managed care organizations,  labs, pharmacies) for
the purpose of managing the business  functions and clinical work of healthcare.
Practice is provided by Healtheon to  physicians  and their staff  members under
the terms and conditions of the Practice Website Use Agreement,  which Healtheon
may modify from time to time.

     15.20 "Provider" means any entity licensed to provide healthcare  services,
including, but not limited to a physician, hospital, lab, nurse practitioner and
the like.

     15.21 "Provider Network" means the network of providers under contract with
Customer to provide  discounted  medical  services to consumers who register for
Customer's Provider Network via the On-Line Services.

     15.22  "Receiving  Party"  means  a party  who is  accepting  or  receiving
Confidential Information from the other party.

     15.23 "Registered  Users" means those authorized  members of a Subscriber's
staff who have agreed to the terms and  conditions of the  Healtheon's  Practice
Website Use Agreement.

     15.24 "On-Line Service Specifications" means the document that
describes the functions  and features of the On-Line  Services,  as specified in
the corresponding Service Exhibit.

     15.25 "Subscriber" means a Customer-affiliated physician that has agreed to
the terms and conditions of the Healtheon Website Use Agreement.

     15.26  "Third  Party  Content"  means  the  text,   graphics,   audio,  and
audiovisual elements that are proprietary to third parties and may be viewed and
downloaded using the Healtheon Services or the Healtheon  Application  Software.
An example of Third Party  Content is textual  works that are contained on third
party web sites, but which may be accessed through a hypertext link.

     15.27  "Y2K  Compliant"  means the  ability  of the  Healtheon  Application
Software  to  calculate   and  compare  date  data  between  the  twentieth  and
twenty-first  centuries  (including  calendar  dates  for leap  years),  without
impairment in the functioning of the Healtheon Application  Software,  when used
in  accordance  with  its  documentation,  but  only if all  associated  systems

<PAGE>


necessary for the installation,  operation, use and maintenance of the Healtheon
Application  Software (e.g.,  computer  hardware,  computer  software,  Internet
connectivity,  and  communication  systems) properly exchange date data with the
Healtheon Application Software.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  and do  each  hereby  warrant  and  represent  that  their  respective
signatory  whose  signature  appears  below  has been and is on the date of this
Agreement duly authorized by all necessary and appropriate  corporate  action to
execute this Agreement.

HEALTHEON CORPORATION                     ALTERNATIVE TECHNOLOGY
                                          RESOURCES, INC.

By:      ______________________  By:      ____________________________

Name:    ______________________  Name:    ____________________________

Title:   ______________________  Title:   ____________________________

Date:    ______________________   Date:     ____________________________



<PAGE>

                                SERVICE EXHIBIT A

                              Development Services


         This Service  Exhibit A is entered into as of the 16 day of  September,
1999, by and between  Healtheon  Corporation,  a Delaware  corporation  with its
principal offices at 4600 Patrick Henry Drive,  Santa Clara,  California,  95054
("Healtheon") and Alternative Technology Resources, Inc., a Delaware corporation
with offices at 629 J Street,  Sacramento,  California 95814 ("Customer").  This
Service  Exhibit  incorporates  by  reference  the terms and  conditions  of the
Healtheon  Customer  Agreement dated September 16th, 1999,  entered into between
Healtheon and Customer ("Agreement").

                                    Agreement

1.   Services

     1.1  Specifications; Project Plan. In consultation with Customer, Healtheon
          will prepare refined  written  specifications  ("Specifications")  for
          Internet-based  registration  services  meeting the  requirements  set
          forth in Schedule 1. For the  purposes of this  Agreement,  "Healtheon
          Application  Software" includes all software developed by Healtheon to
          meet the  Specifications.  The  Specifications  shall  include  a more
          detailed  description  of the feature and function  requirements,  the
          design for the user interface, and the workflow and other requirements
          for integration of the Healtheon  Application Software with Customer's
          Provider Search Application and Provider Database. The Specifications,
          however,  shall not materially  differ from Schedule 1. Healtheon will
          also consult with Customer to prepare a written project plan ("Project
          Plan")  that  will   describe  in  detail  the   parties'   respective
          Responsibilities, Deliverable Materials, and associated time schedules
          and  dependencies   relating  to  the  Development  of  the  Healtheon
          Application Software. Upon completion of the Specifications or Project
          Plan  document,  Healtheon  shall  submit the document to Customer for
          formal  written  approval,   such  approval  not  to  be  unreasonably
          withheld. If accepted by Customer, the Specifications and Project Plan
          shall form part of the Agreement and shall be attached to this Service
          Exhibit as,  respectively,  Schedules 4 and 5.  Failure by Customer to
          provide written notice of non-acceptance within ten (10) days shall be
          deemed  acceptance.  If the  parties are unable to agree in writing to
          mutually  acceptable  Specifications  and  Project  Plan on or  before
          ninety (90) days after the Effective Date,  either party may terminate
          the  Agreement  pursuant  to  Section  11.2  of  the  Agreement.  Such
          termination  shall not relieve  Customer  from its  obligation  to pay
          Healtheon for all fees due and owing  Healtheon as of the date of such
          termination.   Unless  expressly  provided  to  the  contrary  in  the
          Specifications  or  Project  Plan,  the terms and  conditions  of this
          Service  Exhibit and associated  Schedules shall control over those of
          the Specifications and/or Project Plan.

     1.2  Development. Following Customer's acceptance of the Specifications and
          the Project  Plan,  the parties agree to use  commercially  reasonable
          efforts to  complete  the  Development  of the  Healtheon  Application
          Software in  accordance  with the Project  Plan,  and to perform their
          respective  Responsibilities  and to provide to the other  party their
          Deliverable  Materials  within  the  time  frames  set  forth  in  the
          Estimated  Schedules.  The  parties  acknowledge  and  agree  that the
          Estimated Schedule and such other mutually agreed upon time frames are
          good faith estimates, and it shall not be a breach of the Agreement if

<PAGE>


          the Healtheon  Application  Software is not developed by the times set
          forth therein.



          1.2.1 Prototype. In accordance  with the Project Plan,  Healtheon will
               render   services  to  develop  a  prototype  of  the   Healtheon
               Application   Software   ("Prototype").   Healtheon   shall   use
               combinations  of technology as Healtheon,  in  consultation  with
               Customer,  deems appropriate to develop the Healtheon Application
               Software.

          1.2.2 System  Testing and Final  Acceptance.  In  accordance  with the
               Project Plan,  the parties will  mutually  agree upon a Test Plan
               and Acceptance Criteria for the Healtheon  Application  Software.
               Customer  shall have thirty (30) days (or such time as  otherwise
               agreed by the parties in writing) from the date of written notice
               of completion of the Prototype to review,  perform System Testing
               in accordance  with the Test Plan,  and make any Change  Requests
               for  revisions  to the  Prototype  pursuant to Section 3.3 of the
               Agreement.  Customer  will  give  notice  of  its  acceptance  or
               rejection  of the  Prototype  on or before the end of this thirty
               (30) day  period.  Customer  shall  accept  the  Prototype  if it
               substantially   meets  the  Acceptance   Criteria.   If  Customer
               determines that the Prototype does not  substantially  conform to
               the  Acceptance  Criteria,  Customer  shall  notify  Healtheon in
               writing  of  the  non-conformities  identified  by  Customer.  If
               Customer notified Healtheon of such  non-conformities  within the
               thirty (30) day period,  Healtheon  will  correct and document to
               Customer the corrective actions within thirty (30) days after its
               receipt  of  such  notice.   Upon  receiving  written  notice  of
               completion of such corrective actions, Customer shall immediately
               retest the Prototype in accordance with the Test Plan and provide
               notice  of  acceptance  or  rejection  as set  forth  above.  The
               foregoing  testing and  acceptance  cycle shall be repeated up to
               four (4) times  before  invocation  of any  other  remedy in this
               Agreement by Customer. Failure to provide notice of acceptance or
               rejection with fifteen (15) days  following  completion of System
               Testing shall be deemed acceptance by Customer of the Prototype.

          1.2.3 Completion  of Project Plan.  The  Project  Plan  shall  specify
               "Completion Criteria" for the tasks described therein. Each party
               shall  have met its  obligations  under  the  Project  Plan  upon
               satisfying  in all material  respects such  Completion  Criteria.
               During the Development and testing of the Prototype,  the parties
               agree to work together to determine the cause of any  performance
               problems,  and to rectify  such  performance  problems.  Upon the
               successful completion of the Project Plan, and provided that each
               party  has  approved  the  performance  and  reliability  of  the
               Healtheon  Application  Software  in writing  (and such  approval
               shall not be  unreasonably  withheld),  Customer may proceed with
               using the Healtheon Services as described in Service Exhibit B.


     1.3  Launch.   Following  Customer's  final  acceptance  of  the  Healtheon
          Application  Software,  Healtheon will Launch the On-Line Services (as
          defined  in  Service   Exhibit  B)  nationwide   upon  (a)  Customer's
          achievement of the Minimum National  Provider  Network  Requirement or
          (b) six (6)  months  from the  final  acceptance  date,  whichever  is
          earlier.  Healtheon shall have the option, in its sole discretion,  to
          do a Partial  Launch  of the  On-Line  Services  in  targeted  Medical
          Trading  Areas,  provided  that at least  twenty  (20)  percent of the
          mutually  agreed upon targeted  Providers in the Medical  Trading Area

<PAGE>

          have agreed to participate in Customer's  Provider  Network.  "Launch"
          means to make the On-Line Services  nationally  available  through the
          Healtheon  Consumer  Portal,  and "Partial  Launch"  means to make the
          On-Line Services  available  through the Healtheon  Consumer Portal to
          Registered  Consumer Users in targeted Medical Trading Areas specified
          in  Schedule  3. Upon the  Partial  Launch  or  Launch,  whichever  is
          earlier,  Healtheon  will provide the On-Line  Services to Customer in
          accordance  with the terms and  conditions  of  Service  Exhibit B for
          Registration Services executed herewith.

     1.4  Other  Services.  Customer may from time to time request  Healtheon to
          perform one or more  services not  described  in this Service  Exhibit
          ("Additional  Services"),  including,  but not limited to, requests to
          enhance  the  Healtheon  Application  Software,  under  such terms and
          conditions  as may be  mutually  agreed  upon  by  the  parties.  Such
          Additional Services and mutually agreed upon terms and conditions will
          be set forth in a written  Statement of Work  ("SOW") that  references
          this  Agreement  and is  signed  by both  parties.  In the  event of a
          conflict,  the terms and conditions of this  Agreement  shall override
          those  of the SOW  unless  expressly  provided  otherwise  in the SOW.
          Additional  Services shall be subject to a time and materials  charge,
          plus  reasonable  travel and related  expenses  incurred by  Healtheon
          personnel in performing such Additional Services.  Additional Services
          may be rendered or refused by Healtheon in its sole discretion.

2.   Fees.

     2.1  Development Fees. Customer shall pay Healtheon all fees, charges,  and
          expenses set forth in Schedule 2.

     2.2  Other  Costs.  Except for amounts  payable by Customer as set forth in
          Schedule  2,  each  party  shall  bear its own  costs  related  to its
          activities hereunder.

3.   Additional Provisions.

     3.1  Healtheon   Property.   All  worldwide  rights   (including,   without
          limitation,  all Intellectual Property Rights), titles, and interests,
          in and to the Healtheon  Application Software and related work product
          developed hereunder (including, but not limited to, the Specifications
          and Project Plan) shall constitute Healtheon Property.  Customer shall
          have only such rights to use such  Healtheon  Property,  as  expressly
          provided in this Agreement.

     3.2  Provider Search Application and Provider Database.  Customer is solely
          responsible   for  providing  at  its  own  expense   Provider  Search
          Application and Provider  Database  meeting the requirements set forth
          in the  Specifications  in the time  frames  specified  in the Project
          Plan. The parties  acknowledge  and agree that the Estimated  Schedule
          and such  other  mutually  agreed  upon  time  frames  are good  faith
          estimates,  and it  shall  not be a  breach  of the  Agreement  if the
          Provider Search  Application is not provided by the times set forth in
          the Project Plan. Such Specifications will require the Provider Search
          Application  and Provider  Database to be able to  interface  with the
          Healtheon   Application  Software  via  standard  Application  Program
          Interfaces (APIs). Customer shall install, host, maintain, and operate

<PAGE>

          the Provider Search  Application and Provider Database at its own data
          center.  Customer shall retain all Intellectual Property Rights to the
          Provider Search Application and Provider Database.

     3.3  Interface  Between  Healtheon  System and Provider  System.  Healtheon
          hereby grants to Provider a limited  non-exclusive,  non-transferable,
          non-sublicenseable,   royalty-free   perpetual   license  to  use  the
          specifications  for the  Interface  between the  Healtheon  System and
          Customer's  application  system  developed  hereunder for its internal
          business purposes.

4.   Glossary.

     4.1  "Acceptance   Criteria"   means  the  criteria   that  the   Healtheon
          Application   Software  meets  the   Specifications  in  all  material
          respects.

     4.2  "Completion Criteria" means criteria designated as Completion Criteria
          in the Project Plan.

     4.3  "Deliverable Materials" means the documents,  resources,  information,
          approvals,  and other materials designated as Deliverable Materials in
          the Project Plan.

     4.4  "Estimated  Schedule"  means the estimated  schedule for completion of
          the Project Plan.

     4.5  "Healtheon  Consumer Portal" means Healtheon's  Internet-based  portal
          service that provides  healthcare related  information and services to
          consumers.  The Healtheon  Consumer Portal is provided by Healtheon to
          consumers  under the  terms  and  conditions  of the  Consumer  Portal
          Website Use Agreement, which Healtheon may modify from time to time.

     4.6  "Healtheon  Services"  means the  "Development  Services",  i.e.,  the
          project   management,   planning,   service  design  and   definition,
          development,   testing,   integration  and   implementation   services
          Healtheon  agrees to  provide  Customer  as part of the  Project  Plan
          (including, without limitation,  preparation of the Specifications and
          Project Plan).

     4.7  "Medical Trading Area" means a geographic  region in the United States
          defined by Healtheon in  connection  with its service  offerings.  The
          targeted Medical Trading Areas are specified in Schedule 3.

     4.8  "Member"  means  an  individual  who has  successfully  completed  the
          enrollment process for Customer's Provider Network and has been issued
          a confirmation number via the On-Line Services.

     4.9  "Minimum National Provider Network  Requirement" means 100,000 primary
          care Providers  have  contracted  with Customer to provide  discounted
          services through Customer's Provider Network in the major metropolitan
          areas of the United States.

     4.10 "Provider  Database"  means  the  database  provided,   operated,  and
          maintained by Customer that contains  information and data relating to
          Customer's  Provider  Network,  the Providers in the Provider Network,
          and the discounted  services  available  through the Provider Network.
          The Provider Database must meet the applicable  requirements set forth
          in the Specifications.

<PAGE>


     4.11 "Provider Search Application" means the software application provided,
          operated, and maintained by Customer that provides search capabilities
          for Customer's Provider Database. The Provider Search Application must
          meet the applicable requirements set forth in the Specifications.

     4.12 "Registered  Consumer User" means an individual  who has  successfully
          completed the enrollment process for the Healtheon Consumer Portal and
          has been issued an account and password.

5.   Schedules.  The following  Schedules are incorporated by reference and made
     part of this Service Exhibit:

         Schedule 1:       Healtheon Application Software Specifications
         Schedule 2:       Pricing and Payment
         Schedule 3:       Targeted Medical Trading Areas

         The parties may agree on additional  Schedules which,  when executed by
both parties, shall become a part of this Service Exhibit.

         IN WITNESS WHEREOF,  the parties have caused this Service Exhibit to be
executed  and do  each  hereby  warrant  and  represent  that  their  respective
signatory  whose  signature  appears  below  has been and is on the date of this
Service  Exhibit duly  authorized  by all necessary  and  appropriate  corporate
action to execute this Service Exhibit.



HEALTHEON CORPORATION                                ALTERNATIVE TECHNOLOGY

                                                     RESOURCES, INC.



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



Name:                                                Name:
     ---------------------------------------



Title:                                               Title:
      --------------------------------------



Dated:                                               Dated:
      --------------------------------------


<PAGE>
                                SERVICE EXHIBIT B

                              Registration Services


         This Service Exhibit B is entered into as of the 16th day of September,
1999, by and between  Healtheon  Corporation,  a Delaware  corporation  with its
principal offices at 4600 Patrick Henry Drive,  Santa Clara,  California,  95054
("Healtheon") and Alternative Technology Resources,  Inc. a Delaware corporation
with offices at 629 J Street,  Sacramento,  California 95814 ("Customer").  This
Service  Exhibit  incorporates  by  reference  the terms and  conditions  of the
Healtheon  Customer  Agreement  dated  September 16, 1999,  entered into between
Healtheon and Customer ("Agreement").

                                    Agreement

1.       Services.

     1.1  On-Line Services.  For the purposes of this Service Exhibit,  "On-Line
          Services"  means the  Registration  Services  generally  described  in
          Schedule 1. Healtheon will provide the On-Line Services to Customer in
          accordance with the terms and conditions of the Agreement.

     1.2  Support  Services.  Prior  to  the  Launch  of the  On-Line  Services,
          Healtheon will prepare a Schedule describing such support services. If
          accepted by Customer,  such  document will be attached to this Service
          Exhibit as Schedule 4.

     1.3  Other  Services.  Customer may from time to time request  Healtheon to
          perform one or more  services not  described  in this Service  Exhibit
          ("Additional  Services")  under  such terms and  conditions  as may be
          mutually  agreed upon by the  parties.  Such  Additional  Services and
          mutually  agreed  upon  terms  and  conditions  will be set forth in a
          written  Statement of Work ("SOW") that  references this Agreement and
          is signed by both parties.  In the event of a conflict,  the terms and
          conditions of this  Agreement  shall  override those of the SOW unless
          expressly provided otherwise in the SOW.  Additional Services shall be
          subject to a time and materials  charge,  plus  reasonable  travel and
          related  expenses  incurred by Healtheon  personnel in performing such
          Additional Services. Additional Services may be rendered or refused by
          Healtheon in its sole discretion.

2.   Provider Network.

     2.1  Generally.   Customer  is  solely  responsible  for  the  development,
          administration,   and  operation  of  Customer's   Provider   Network,
          including,  but not limited to, marketing,  contracting with Providers
          to  provide   discounted   services   to   Members,   and  except  for
          Registration,  processing all transactions  arising from or related to
          the  provision  or receipt of  services  through  Customer's  Provider
          Network.  Customer agrees to focus its efforts to develop the Provider
          Network in the targeted Medical Trading Areas specified in Schedule 3.
          Customer  acknowledges and agrees that Healtheon cannot be responsible
          for the quality of services provided to Members by Customer-affiliated
          Providers,  the results therefrom, or payment or non-payment of or for
          such services. Accordingly,  Customer shall defend, indemnify and hold
          Healtheon harmless from and against any claim,  loss, damage,  demand,
          action,  or expense  (including  attorneys'  fees)  arising  out of or

<PAGE>

          related to the use of Customer's  Provider  Network by Members  and/or
          the provision of services by Customer-affiliated Providers.

     2.2  Provider Search Application and Provider Database.  Customer is solely
          responsible  for providing,  updating,  maintaining,  supporting,  and
          operating  at its own  expense the  Provider  Search  Application  and
          Provider Database.  Customer acknowledges and agrees that the Provider
          Database and Provider Search  Application are necessary to support the
          On-Line Services-the  Provider Database contains the information about
          Customer's Provider Network,  and the Provider Search Application runs
          the queries sent by  consumers  via the On-Line  Services  against the
          Provider  Database and retrieves the search  results to be transmitted
          to Customer via the On-Line Services. Customer represents and warrants
          that the Provider Search  Application and Provider Database shall meet
          or exceed mutually agreed upon written  Performance  Standards,  which
          will be attached to this  Service  Exhibit as Schedule 5. In the event
          Customer  desires to purchase  hosting services from Healtheon for the
          Provider Search Application and Provider  Database,  the parties shall
          execute  the  then  current  Hosting  Services  Service  Exhibit,  and
          Healtheon  shall  render  hosting  services  pursuant to the terms and
          conditions of such  agreement.  Customer  shall defend,  indemnify and
          hold  Healtheon  harmless  from and against any claim,  loss,  damage,
          demand,  action, or expense (including attorneys' fees) arising out of
          or  related  to  any  errors  or  omissions  in  the  Provider  Search
          Application  and/or  Provider  Database  and/or any third party claims
          that the use of the Provider  Search  Application  and/or the Provider
          Database as contemplated  hereunder  violates third party Intellectual
          Property Rights.

     2.3  Member Status Changes. Customer is responsible for notifying Healtheon
          via the On-Line  Services of any changes in the status of Members that
          would affect  their use of the On-Line  Services,  including,  but not
          limited to,  termination  of their  membership in Customer's  Provider
          Network.

3.  Co-Marketing.

     3.1  Joint Marketing.  The parties agree to jointly market Practice and the
          related    On-Line    Services    to    existing    and    prospective
          Customer-affiliated  Providers  as will be  described  in  Schedule 6.
          Healtheon agrees that during the first year of this Agreement, it will
          underwrite the Practice  subscription  fee for Providers who subscribe
          to Practice as a result of such marketing  efforts.  Such subscription
          fees shall be underwritten for one (1) year from the date the Provider
          subscribes  to  Practice.  Each  party  will  bear  its  own  expenses
          associated with such joint marketing efforts.

     3.2  Promotional Announcement. Healtheon will place a hyperlink (consisting
          of Customer's  name,  Mark,  and/or other brand indicia) on either the
          Healtheon Consumer Portal or Practice, as will be mutually agreed upon
          by the parties. The hyperlink will lead to a promotional  announcement
          for Customer's Provider Network and the On-Line Services.  Customer is
          responsible for providing the content of the announcement.  Healtheon,
          however, shall retain sole discretion over the placement and format of
          the  hyperlink  and the  announcement.  Both  parties must approve the

<PAGE>

          promotional  announcement before it is implemented,  and such approval
          shall  not  be  unreasonably  withheld.  Healtheon  will  display  the
          hyperlink  and  promotional  teaser  until the  Launch of the  On-Line
          Services. In the event of a Partial Launch, Healtheon will replace the
          promotional   announcement   with  the  actual  On-Line  Services  for
          Registered  Consumer  Users in the  targeted  Medical  Trading  Areas;
          however,  the  promotional  announcement  will continue to run for all
          other users until the national Launch.

     3.3  Co-branding. Customer will be entitled to Co-Branding on the Healtheon
          Consumer  Portal.  "Co-Branding"  means that  Customer's  name,  Mark,
          and/or other brand indicia will appear on a non-exclusive basis (i.e.,
          with other  third  party  brands) on a web page  within the  Healtheon
          Consumer  Portal.  Customer's brand will be hyperlinked to the On-Line
          Services.  Customer  will also be entitled to  Co-Branding  on the web
          pages for the On-Line  Services.  Healtheon shall have sole discretion
          over the placement and format of all such Co-Branding. All Co-Branding
          will  be  consistent  with   Healtheon's   then  current   Co-Branding
          guidelines. Nothing in this Agreement shall restrict Healtheon's right
          to place  third  party  Marks  or other  brand  indicia  on  Healtheon
          Consumer Portal web pages.

     3.4  Marketing  Materials.  Healtheon may, in its sole discretion,  provide
          Customer with information and materials to use in creating brochure(s)
          describing  Practice and the related  On-Line  Services.  Customer may
          modify,  at its sole expense,  such materials to make them  consistent
          with its other material but may not  substantially  change the content
          of such materials without Healtheon's prior written approval. Customer
          shall submit pre-production samples of any advertising, merchandising,
          promotional  or display  materials  containing all or a portion of the
          marketing  materials or describing Practice  (collectively  "Marketing
          Materials") to Healtheon,  for Healtheon's  evaluation and approval as
          to quality,  style,  appearance,  usage of any  Healtheon  Marks,  and
          accuracy of the information,  prior to any actual  production,  use or
          distribution   of  Marketing   Materials   by  Customer.   Subject  to
          Healtheon's prior written approval as set forth above,  Customer shall
          have the right to distribute such approved Marketing  Materials to its
          Customer-affiliated   Providers   solely  in   conjunction   with  the
          identification,  marketing,  and  promotion  of  Practice.  All use of
          Healtheon Marks by Customer accrues to the benefit of Healtheon.

     3.5  Use of Customer Marks. Customer shall permit Healtheon to use Customer
          Marks in the course of performance  of this  Agreement  solely for the
          purposes of marketing Healtheon services to consumers. Customer hereby
          grants to Healtheon a non-exclusive,  royalty-free, world-wide license
          to use such Customer Marks as expressly  permitted  under this Section
          3. All use of Customer  Marks by  Healtheon  accrues to the benefit of
          Customer.  Customer  warrants that  Healtheon has the right to use any
          such  Customer  Marks  as  contemplated  by this  Agreement,  and that
          Customer  has or shall  undertake  appropriate  measures to ensure the
          same.  Customer shall defend,  indemnify and hold  Healtheon  harmless
          from and against any claim, loss, damage,  demand,  action, or expense
          (including  attorneys'  fees)  arising out of or related to Customer's
          breach of the  foregoing  warranties  or any third party claim arising
          from  Healtheon's  use of Customer Marks as allowed under this Section
          3.

     3.6  No  Endorsement.  Customer  acknowledges  and agrees that it shall not
          make  any   representation   suggesting  that  Healtheon  endorses  or
          recommends  in  any  way  Customer,   Customer-affiliated   Providers,

<PAGE>

          Customer's Provider Network,  and/or the services provided thereunder.
          Customer further  acknowledges and agrees that Healtheon  reserves the
          right to place notices to that effect in the On-Line Services.

4.  Fees.

     4.1  Service Fees.  Customer  agrees that the Annual Service Fee is due and
          payable to  Healtheon  as set forth in Schedule 2. The Annual  Service
          Fee is subject to renegotiation on an annual basis, as calculated from
          the Launch date.

     4.2  Other  Costs.  Except  for the  amounts  payable  by  Customer  and by
          Healtheon  as set forth in  Schedule  2, each party shall bear its own
          costs related to its activities hereunder.

5.   Additional Provisions.

     5.1  Notices;  Terms of Use.  Healtheon  reserves  the right to place legal
          notices  on  the  On-Line   Services  and/or  to  require   consumers,
          Customer-affiliated  Providers,  and/or Customer's Authorized Users to
          agree to a terms of use  agreement  as a condition  to  accessing  and
          using the On-Line Services.

     5.2  Modification of Services. Healtheon agrees that it will not materially
          withdraw or modify the On-Line  Services  before six (6) months  after
          the Launch date.

     5.3  Registration Fee.  Customer is responsible for notifying  Healtheon of
          the  Registration  Fees it  charges  consumers  to  become a Member of
          Customer's  Provider Network.  Healtheon will charge such Registration
          Fees to consumer's credit cards as part of the On-Line  Services.  The
          parties  agree  that a  portion  of the  Annual  Service  Fees  due to
          Healtheon for the services  provided  hereunder shall be deducted from
          the Net Registration  Revenue collected by Healtheon,  as set forth in
          Schedule 2. "Net  Registration  Revenue" means the  Registration  Fees
          collected by Healtheon  after deducting all amounts for (a) any credit
          card  processing  charges;  (b) applicable  taxes;  and (c) any charge
          backs,  rejections,  or cancellations  of previously  validated credit
          card charges.  Notwithstanding the foregoing,  Customer shall bear all
          the risk for any  partial  or whole  refunds of the  Registration  Fee
          resulting from voluntary  (e.g., by Customer's  choice) or involuntary
          (e.g., by Customer) cancellations of membership in Customer's Provider
          Network,   and  no  such  amounts  shall  be  set-off   against  gross
          Registration Revenue.

     5.4  Customer-Provider  Contracts.  The terms and  conditions of Customer's
          contracts with Providers relating to Customer's Provider Network shall
          constitute Customer's Confidential Information.

6.  Glossary.

     6.1  "Healtheon  Consumer Portal" means Healtheon's  Internet-based  portal
          service that provides  healthcare related  information and services to

<PAGE>

          consumers.  The Healtheon  Consumer Portal is provided by Healtheon to
          consumers  under the  terms  and  conditions  of the  Consumer  Portal
          Website Use Agreement, which Healtheon may modify from time to time.

     6.2  "Healtheon Services" means, collectively, the On-Line Services and the
          Support Services.

     6.3  "Medical Trading Area" means a geographic  region in the United States
          defined by Healtheon in  connection  with its service  offerings.  The
          targeted Medical Trading Areas are specified in Schedule 3.

     6.4  "Member"  means  an  individual  who has  successfully  completed  the
          enrollment process for Customer's Provider Network and has been issued
          a confirmation number via the On-Line Services.

     6.5  "Provider Database" means the database provided, hosted, operated, and
          maintained by Customer that contains  information and data relating to
          Customer's  Provider  Network,  the Providers in the Provider Network,
          and the discounted  services  available  through the Provider Network,
          and all updates,  modifications,  and improvements  thereto made by or
          for  Customer.   The  Provider   Database  must  meet  the  applicable
          requirements set forth in the Specifications.

     6.6  "Provider Search Application" means the software application provided,
          operated, and maintained by Customer that provides search capabilities
          for   Customer's    Provider   Database,    including   all   updates,
          modifications,  and improvements made thereto by or for Customer.  The
          Provider  Search  Application  will use the queries  received  via the
          On-Line Services to search and retrieve relevant  information from the
          Provider  Database,  which  will be  presented  to  consumers  via the
          On-Line  Services.  The  Provider  Search  Application  must  meet the
          applicable requirements set forth in the Specifications.

     6.7  "Registered  Consumer User" means an individual  who has  successfully
          completed the enrollment process for the Healtheon Consumer Portal and
          has been issued an account and password.

     6.8  "Registration  Fee" means the fee Customer charges consumers to enroll
          in  Customer's   Provider  Network  and  to  be  eligible  to  receive
          discounted services from Customer-affiliated Providers.

7.   Schedules.  The following  Schedules are incorporated by reference and made
     part of this Service Exhibit:

         Schedule 1:       Healtheon Registration Services Specifications
         Schedule 2:       Pricing and Payment
         Schedule 3:       Medical Trading Areas

         The parties may agree on additional  Schedules which,  when executed by
both parties, shall become a part of this Service Exhibit.


<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this Service Exhibit to be
executed  and do  each  hereby  warrant  and  represent  that  their  respective
signatory  whose  signature  appears  below  has been and is on the date of this
Service  Exhibit duly  authorized  by all necessary  and  appropriate  corporate
action to execute this Service Exhibit.





HEALTHEON CORPORATION                    ALTERNATIVE TECHNOLOGY

                                         RESOURCES, INC.



By:                                      By:



Name:                                    Name:



Title:                                   Title:



Dated:                                   Dated:


</TEXT>
</DOCUMENT>
