OACIS HEALTHCARE HOLDINGS CORP, DEF 14A, 1997-04-30

OACIS HEALTHCARE HOLDINGS CORP
DEF 14A, 1997-04-30
COMPUTER PROGRAMMING SERVICES

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<PAGE> 1
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

OACIS HEALTHCARE HOLDINGS CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in its charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:________________________________________________________

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:________________________________________________
(2) Form, Schedule or Registration Statement No.:__________________________
(3) Filing Party:__________________________________________________________
(4) Date Filed:____________________________________________________________

<PAGE> 2

OACIS HEALTHCARE HOLDINGS CORP.
------------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 1997
------------------------

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Oacis
Healthcare Holdings Corp., a Delaware corporation (the "Company"), will be held
on Wednesday, June 11, 1997 at 3:00 p.m., local time, at Embassy Suites Hotel,
101 McInnis Parkway, San Rafael, California 94903, for the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected;

2. To confirm the selection of Price Waterhouse LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1997;

3. To approve an amendment to the 1996 employee stock purchase plan
increasing the total number of shares of Common Stock reserved for
issuance thereunder from 250,000 shares to 600,000 shares; and

4. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on April 15, 1997 are
entitled to notice of and to vote at this meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy.

FOR THE BOARD OF DIRECTORS

Stephen F. Ghiglieri
Vice President of Finance and
Administration,
Chief Financial Officer and Secretary

Greenbrae, California
May 7, 1997
<PAGE> 3

OACIS HEALTHCARE HOLDINGS CORP.
------------------------

PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------

The enclosed Proxy is solicited on behalf of the Board of Directors of
Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders to be held on Wednesday, June 11, 1997 at
3:00 p.m., local time, at Embassy Suite Hotel, 101 McInnis Parkway, San Rafael,
California 94903, or at any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Stockholders. The
Company's principal executive offices are located at 100 Drake's Landing Road,
Suite 100, Greenbrae, California 94904. The Company's telephone number at that
location is (415) 925-0121.

These proxy solicitation materials were mailed on or about May 7, 1997 to
all stockholders entitled to vote at the meeting.

INFORMATION CONCERNING SOLICITATION AND VOTING

RECORD DATE AND SHARE OWNERSHIP

Stockholders of record at the close of business on April 15, 1997 (the
"Record Date"), are entitled to notice of and to vote at the annual meeting. At
the Record Date, 10,070,279 shares of Common Stock were issued and outstanding
and held of record by approximately 78 stockholders.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (attention:
Stephen F. Ghiglieri, Vice President of Finance and Administration, Chief
Financial Officer and Secretary) a written notice of revocation or a duly
executed proxy bearing a later date or by attending the meeting of stockholders
and voting in person.

VOTING AND SOLICITATION

Each share of Common Stock outstanding on the Record Date is entitled to
one vote. Stockholders do not have the right to cumulate votes in the election
of directors. The required quorum for the transaction of business at the annual
meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. For purposes of
determining the presence of a quorum, abstentions and broker non-votes will be
counted by the Company as present at the meeting. Abstentions will also be
counted by the Company in determining the total number of votes cast with
respect to a proposal (other then the election of directors). Broker non-votes
will not be counted in determining the number of votes cast with respect to a
proposal.

The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or facsimile. In
addition, the Company may retain the services of one or more firms to assist in
the solicitation of proxies, for an estimated fee of $5,000 plus reimbursement
of expenses. In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners.
<PAGE> 4

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's Common Stock as of the Record
Date by (i) each person known to the Company to beneficially own more than 5% of
the Company's Common Stock, (ii) each of the Company's directors, (iii) each
executive officer named in the Summary Compensation Table appearing herein, and
(iv) all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY SHARES BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)
- -------------------------------------------------------------- ---------------- -------------------
<S> <C> <C>
Entities affiliated with Information Partners(2).............. 1,880,151 18.7%
Two Copley Place
Boston, MA 02116
Sutter Hill Ventures, a California Limited Partnership(3)..... 1,241,342 12.3%
755 Page Mill Road, Suite A-200
Palo Alto, CA 94304
Entities affiliated with InterWest Partners(4)................ 1,129,944 11.2%
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Cognizant Corporation......................................... 1,100,661 10.9%
200 Nyala Farms Road
Westport, CT 06897
Entities affiliated with Sequoia Capital(5)................... 706,215 7.0%
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Entities affiliated with Weiss, Peck & Greer(6)............... 692,091 6.9%
555 California Street, Suite 4760
San Francisco, CA 94104
Jim McCord(7)................................................. 355,866 3.4%
John Kingery(8)............................................... 82,029 *
Stephen F. Ghiglieri(9)....................................... 77,905 *
Lee Ann Slinkard(10).......................................... 63,819 *
James Wilson(11).............................................. 44,080 *
Robert Haskell................................................ 22,256 *
Alan W. Crites(12)............................................ 1,152,444 11.4%
Fred Goad(13)................................................. 10,666 *
David Dominik(14)............................................. 1,890,151 18.8%
Dennis G. Sisco(15)........................................... 10,000 *
William H. Younger, Jr.(16)................................... 1,241,342 12.3%
All directors and executive officers as a group (13
persons)(17)................................................ 4,928,302 46.2%
</TABLE>

- ---------------
* Less than one percent of the outstanding Common Stock.

(1) Except as otherwise indicated in the footnotes to this table and pursuant
to applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock.

(2) Includes 1,603,525 shares held by Information Partners Capital Fund, L.P.,
90,332 shares held by BCIP Associates and 39,688 shares held by BCIP Trust
Associates. Also includes warrants held by Information Partners Capital
Fund, L.P. to purchase 135,757 shares, warrants held by BCIP Associates to
purchase 4,398 shares and warrants held by BCIP Trust Associates to
purchase 6,451 shares. Excludes 10,000 shares issuable upon exercise of
stock options exercisable within 60 days of the Record Date held by David
Dominik, a general partner of Information Partners Capital Fund, L.P., BCIP
Associates and BCIP Trust Associates. See Note 14.

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<PAGE> 5

(3) Includes 819,216 shares held by Sutter Hill Ventures, a California limited
partnership ("Sutter Hill"), over which Mr. Younger, a director of the
Company, shares voting and investment power with four other partners of the
general partner of Sutter Hill. Also includes 82,449 shares held by Mr.
Younger, 10,000 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date held by Mr. Younger and 329,677 shares
held by the other four partners and their related family entities. See Note
16.

(4) Includes 1,122,882 shares held by InterWest Partners V, L.P. and 7,062
shares held by InterWest Investors V. Excludes 22,500 shares issuable upon
exercise of stock options exercisable within 60 days of the Record Date
held by Alan W. Crites, a general partner of InterWest Partners V, L.P. and
InterWest Investors V. See Note 12.

(5) Includes 663,842 shares held by Sequoia Capital Growth Fund and 42,373
shares held by Sequoia Technology Partners III.

(6) Includes 377,882 shares held by WPG Enterprises Fund II, L.P. and 314,209
shares held by Weiss, Peck & Greer Venture Associates III, L.P.

(7) Includes 314,994 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(8) Includes 82,029 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(9) Includes 10,407 shares held by Delaware Charter FBO Stephen F. Ghiglieri,
1,016 shares held by Mr. Ghiglieri and 66,482 shares issuable upon exercise
of stock options exercisable within 60 days of the Record Date.

(10) Includes 52,298 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(11) Includes 44,088 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(12) Includes 1,122,882 shares held by InterWest Partners V, L.P., 7,062 shares
held by InterWest Investors V. Mr. Crites disclaims beneficial ownership of
shares held by such entities, except as to the extent of his proportionate
partnership interest therein. Also includes 22,500 shares issuable upon
exercise of stock options exercisable within 60 days of the Record Date
held by Mr. Crites.

(13) Includes 6,666 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(14) Includes 1,603,525 shares held by Information Partners Capital Fund, L.P.,
90,332 shares held by BCIP Associates and 39,688 shares held by BCIP Trust
Associates. Also includes warrants held by Information Partners Capital
Fund, L.P. to purchase 135,757 shares, warrants held by BCIP Associates to
purchase 4,398 shares and warrants held by BCIP Trust Associates to
purchase 6,451 shares. Mr. Dominik is a general partner of Information
Partners Capital Fund, L.P., BCIP Associates and BCIP Trust Associates, and
disclaims beneficial ownership of the shares held by such entities except
to the extent of his proportionate partnership interest therein. Also
includes 10,000 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date held by Mr. Dominik.

(15) Includes 10,000 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date.

(16) Includes 819,216 shares held by Sutter Hill Ventures, a California limited
partnership ("Sutter Hill"), over which Mr. Younger, a director of the
Company, shares voting and investment power with four other partners of the
general partner of Sutter Hill. Also includes 82,449 shares held by Mr.
Younger, 10,000 shares issuable upon exercise of stock options exercisable
within 60 days of the Record Date held by Mr. Younger and 329,677 shares
held by the other four partners and their related family entities. Mr.
Younger disclaims beneficial ownership of shares held by Sutter Hill and
the other persons and entities except to the extent of his proportionate
partnership interest in Sutter Hill.

(17) Includes 619,057 shares issuable upon exercise of stock options and
warrants within 60 days of the Record Date.

3
<PAGE> 6

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

The Company's Bylaws provide for a variable Board of Directors of from one
to nine, with the number currently fixed at eight directors. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
nominees named below, all of whom (except for Bernard Puckett) are presently
directors of the Company. If any nominee is unable or declines to serve as a
director at the time of the annual meeting, the proxies will be voted for any
nominee designated by the present Board of Directors to fill the vacancy. It is
not expected that any nominee will be unable or will decline to serve as a
director. If stockholders nominate persons other than the Company's nominees for
election as directors, the proxy holders will vote all proxies received by them
to assure the election of as many of the Company's nominees as possible. The
term of office of each person elected as a director will continue until the next
annual meeting of stockholders or until his earlier death, resignation or
removal. There is no family relationship between any director and any other
director or executive officer of the Company.

Certain information regarding the nominees is set forth below:

<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------------- --- -------------------------------------------- --------
<S> <C> <C> <C>
Jim McCord......................... 54 Chairman of the Board and Chief Executive
Officer of the Company 1994
Alan W. Crites..................... 44 General Partner of InterWest Partners 1995
David Dominik...................... 40 General Partner of Information Partners 1994
Fred Goad.......................... 56 Chairman and Co-Chief Executive Officer of
ENVOY Corporation 1996
John Kingery....................... 51 President and Chief Operating Officer of the
Company 1997
Bernard Puckett.................... 52 Private Investor --
Dennis G. Sisco.................... 50 Private Investor 1994
William H. Younger, Jr............. 47 Venture Capitalist 1994
</TABLE>

JIM MCCORD joined the Company in May 1994 as Chief Executive Officer and a
director. In March 1996, he was appointed Chairman of the Board. From January
1986 to March 1994, Mr. McCord served as a Vice President of Shared Medical
Systems Corporation ("SMS") where he started and managed the Decision Support
Systems Group, an independent business unit that provides analytic products and
services to senior healthcare managers and professionals in the SMS client base.
From 1974 through 1985, Mr. McCord was founder and Chief Executive Officer of
SysteMetrics, Inc., a health services research and information company that is
now part of Medical Economics, a Thompson Communications Company.

ALAN W. CRITES has been a director of the Company since May 1995. He has
been a General Partner of InterWest Partners, a venture capital investment firm,
since November 1989. He also serves as a director of Gadzooks, Inc., and several
privately held companies.

DAVID DOMINIK has been a director of the Company since May 1994. Mr.
Dominik has been a General Partner of Information Partners, L.P., a venture
capital investment firm, since January 1990, and Managing Director of
Information Partners, Inc. since June 1993. In addition, he has been Managing
Director of Bain Capital, Inc., an investment firm, since June 1993. Mr. Dominik
also serves as a director of Dataware Technologies, Inc. and several privately
held companies.

FRED GOAD joined the Company as a director in October 1996. Mr. Goad joined
ENVOY Corporation, a data transactions company, in August 1984 as a director and
President, and was elected Chairman and Co-Chief Executive Officer in 1995. Mr.
Goad also serves as a director of Performance Food Group, Inc., and was a
founding member of the Nashville Healthcare Council.

4
<PAGE> 7

JOHN KINGERY served as a consultant to the Company from February 1996 to
March 1996, at which time he joined the Company as President and Chief Operating
Officer. He was appointed as a director in January 1997. From June 1992 to March
1996, Mr. Kingery provided interim management and consulting services to
high-growth companies. From January 1991 to May 1992, he was the founder and
President of Summit Credit Corporation, a company that arranges financing for
medical diagnostic imaging equipment.

BERNARD PUCKETT is a nominee for director of the Company. Mr. Puckett,
currently a private investor, served as President, and then President and Chief
Executive Officer, of MTEL (Mobile Telecommunication Technologies), a worldwide
paging company, from January 1994 to January 1996. From 1977 to 1993 he served
as an executive of International Business Machines Corporation, most recently as
Senior Vice President, Corporate Strategy and Business Development. Mr. Puckett
is a director of R.R. Donnelly & Sons, Inc. and Cognizant Corporation.

DENNIS G. SISCO has been a director of the Company since May 1994. From
1988 to February 1997 he was employed by the Dun & Bradstreet Corporation and
Cognizant Corporation, which was spun off from Dun & Bradstreet in November
1996. At Dun & Bradstreet and Cognizant, Mr. Sisco was an Executive Vice
President with responsibility for several operating units as well as business
development. He also serves as a director of Gartner Group, Inc., Aspect
Development, Inc. and two privately held companies.

WILLIAM H. YOUNGER, JR. has been a director of the Company since May 1994.
Mr. Younger is a general partner of the general partner of Sutter Hill Ventures,
a venture capital investment firm, where he has been employed since 1981. He
also serves as a director of COR Therapeutics, Celeritek, FORTE Software and
several privately held companies.

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held seven meetings during the year
ended December 31, 1996 and acted once by unanimous written consent. The Board
of Directors has an Audit Committee and a Compensation Committee. It does not
have a nominating committee or a committee performing the function of a
nominating committee. From time to time, the Board has created various ad hoc
committees for special purposes. No such committee is currently functioning.

The Audit Committee currently consists of directors Alan C. Crites and
William H. Younger, Jr. The Audit Committee held two meetings during the last
fiscal year. The Audit Committee reviews the internal accounting procedures of
the Company and consults with and reviews the services provided by the Company's
independent auditors.

The Compensation Committee currently consists of directors David Dominik,
Dennis G. Sisco and William H. Younger, Jr. The Compensation Committee held four
meetings during the last fiscal year. The Compensation Committee reviews and
recommends to the Board the compensation and benefits of all executive officers
of the Company, administers the Company's 1996 Stock Plan and 1996 Employee
Stock Purchase Plan with respect to grants made thereunder to executive
officers, and reviews general policies relating to compensation and benefits of
employees of the Company.

All nominees, with the exception of Dennis G. Sisco who attended four of
the seven board meetings, attended 75% or more of the meetings of the Board of
Directors and of the committees of the Board on which the director served.

DIRECTOR COMPENSATION

Directors do not currently receive any cash compensation from the Company
for their service as members of the Board of Directors, although they are
reimbursed for certain reasonable expenses in connection with attendance at
Board and Committee meetings. Under the 1996 Director Option Plan (the "Director
Plan"), each director who is not an employee of the Company receives an option
to purchase 10,000 shares of Common Stock upon joining the Board of Directors.
In addition, on the first day following each annual meeting of stockholders,
each re-elected nonemployee director who has served as a director for at least
six months will receive an option to purchase 2,500 shares of Common Stock. The
exercise price of all options

5
<PAGE> 8

granted under the Director Plan equals the fair market value of the Company's
Common Stock on the date of grant. Options granted under the Director Plan vest
monthly over twelve months from the date of grant. Options to purchase an
aggregate of 50,000 shares of Common Stock were granted under the Director Plan
at a weighted average exercise price of $10.30 in 1996. Employee directors do
not receive any compensation, expense reimbursement or stock option grants for
serving as directors or for attending Board or Committee meetings.

In January 1996, the Board of Directors granted an option to purchase
12,500 shares of Common Stock at $2.50 per share to Alan W. Crites in
consideration for working with the Company to implement a method to establish
operational goals and to measure progress against those goals.

Under the terms of indemnification agreements with each of the Company's
directors, the Company is obligated to indemnify each director against certain
claims and expenses for which the director might be held liable in connection
with past or future service on the Board. In addition, the Company's Certificate
of Incorporation provides that, to the greatest extent permitted by the Delaware
General Corporation Law, its directors shall not be liable for monetary damages
for breach of fiduciary duty as a director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee currently consists of directors David
Dominik, Dennis G. Sisco and William H. Younger, Jr. No executive officer of the
Company served on the compensation committee of another entity or on any other
committee of the board of directors of another entity performing similar
functions during the last fiscal year.

VOTE REQUIRED

The nominees receiving the highest number of affirmative votes of the
shares of the Company's Common Stock present and entitled to vote at the annual
meeting shall be elected as the directors of the Company. Votes withheld from
any nominee will be counted for purposes of determining the presence or absence
of a quorum but are not counted as affirmative votes.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION
OF EACH OF THE NOMINEES LISTED ABOVE.

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected the firm of Price Waterhouse LLP,
independent auditors, to audit the financial statements of the Company for the
year ending December 31, 1997, and recommends that stockholders vote for
ratification of this appointment. In the event of a negative vote, the Board of
Directors will reconsider its selection. Price Waterhouse LLP has audited the
Company's financial statements (and those of the predecessor to the Company)
since 1993. Representatives of Price Waterhouse LLP are expected to be present
at the meeting and will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.

PROPOSAL NO. 3:

AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN

The 1996 Employee Stock Purchase Plan (the "Purchase Plan") provides an
opportunity for employees to invest in the Company's Common Stock at a discount
from the market price through voluntary payroll deductions. Employee
participation in the Purchase Plan has been very broad based. Approximately 85%
of

6
<PAGE> 9

the Company's eligible employees participated in the Purchase Plan during the
purchase period ended October 31, 1996 and approximately 74% of the Company's
eligible employees are participating in the current purchase period which will
end on April 30, 1997. The Board believes that the continued opportunity for
employee equity participation under the Purchase Plan will be beneficial to the
Company and its stockholders by promoting the attraction and retention of
employees and by motivating employees to contribute to the Company's success. As
a result of the high levels of participation and the increasing number of
employees of the Company, the Board of Directors has concluded that an increase
in the number of shares available for issuance under the Purchase Plan is
essential to continuation thereof. A summary of the Purchase Plan is set forth
below.

PROPOSED AMENDMENT

The Purchase Plan was adopted by the Board of Directors in March 1996 and
approved by the stockholders in April 1996. The Purchase Plan became effective
in May 1996 upon consummation of the Company's initial public offering. In March
1997, the Board amended the Purchase Plan to increase the total number of shares
of Common Stock reserved for issuance under the Purchase Plan from its initial
level of 250,000 shares to 600,000 shares. At the Annual Meeting, the
stockholders are being asked to approve this amendment.

PURCHASE PLAN ACTIVITY

As of the Record Date, the Company had issued and sold an aggregate of
45,324 shares of Common Stock pursuant to the Purchase Plan. The Company
anticipates issuing approximately 75,000 additional shares of Common Stock in
connection with the purchase period ending on April 30, 1997.

The following table sets forth certain information regarding shares
purchased on the October 31, 1996 purchase dates under the Purchase Plan by each
of the Named Executive Officers, all current executive officers as a group and
all other employees as a group:

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR IDENTITY OF GROUP AND POSITION DOLLAR VALUE(1) NUMBER OF SHARES PURCHASED
- -------------------------------------------------------- --------------- --------------------------
<S> <C> <C>
Jim McCord.............................................. $11,250 1,250
Chairman of the Board and Chief Executive Officer
John Kingery............................................ -- --
President and Chief Operating Officer
Stephen F. Ghiglieri.................................... 7,137 793
Vice President of Finance and Administration,
Chief Financial Officer and Secretary
Lee Ann Slinkard........................................ 3,537 393
Vice President of Professional Services
James Wilson............................................ 6,741 749
Vice President of International Sales
Robert Haskell.......................................... -- --
Former Vice President of Product Development
Executive officers as a group (8 persons)............... 28,665 3,185
All other employees as a group.......................... 379,251 42,139
</TABLE>

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

(1) Market value of the shares on the date of purchase ($9.00 per share). The
purchase price paid by each participant in the Purchase Plan was 15% below
the market value.

Participation in the Purchase Plan is voluntary and is dependent upon each
eligible employee's election to participate and his or her determination as to
the level of payroll deductions. Accordingly, future purchases under the
Purchase Plan are not determinable.

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<PAGE> 10

SUMMARY OF THE PURCHASE PLAN

The purpose of the Purchase Plan is to provide employees (including
officers) of the Company and subsidiaries designated by the Board (each a
"Designated Subsidiary") with an opportunity to purchase Common Stock of the
Company through payroll deductions and to assist the Company in attracting,
retaining and motivating valued employees.

Administration. The Purchase Plan is administered by the Board of Directors
of the Company or a committee appointed by the Board (the "Administrator"). All
questions of interpretation or application of the Purchase Plan are determined
by the Board of Directors or its appointed committee, and its decisions are
final, conclusive and binding upon all participants.

Eligibility. Each employee (including officers) of the Company (or a
Designated Subsidiary), except for employees who are scheduled to work less than
20 hours per week or less than five months per calendar year, is eligible to
participate in an offering under the Purchase Plan, subject to certain
limitations imposed by Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code") and subject to limitations on stock ownership as set forth
in the Purchase Plan. Eligible employees become participants in the Purchase
Plan by filing with the payroll office of the Company an enrollment form
authorizing payroll deductions prior to the applicable offering date, unless a
later time for filing the enrollment form has been set by the Board. As of
November 1, 1996 (the commencement date for the purchase period November 1, 1996
through April 30, 1997), there were approximately 174 employees eligible to
participate in the Purchase Plan, of whom approximately 129 were participating
in the plan.

Participation in an Offering. Each offering of Common Stock under the
Purchase Plan ("Offering") extends for a period of two years ("Enrollment
Period") and consists of four six-month purchase periods ("Purchase Periods")
within each such Enrollment Period, unless the participant withdraws or
terminates employment earlier. The Administrator may establish shorter
Enrollment Periods and may change the length of Purchase Periods without
stockholder approval. To participate in the Purchase Plan, each eligible
employee must authorize payroll deductions pursuant to the Purchase Plan. Such
payroll deductions must be at least 1%, and may not exceed 15% of a
participant's base straight time gross earnings and commissions, exclusive of
payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses and other compensation. Once an employee becomes a participant
in the Purchase Plan, the employee will automatically participate in each
successive Enrollment Period until such time as the employee withdraws from the
Purchase Plan or the employee's employment terminates. Eligible employees may
participate in only one Offering at a time.

Grant of Option. At the beginning of each Enrollment Period, each
participant is automatically granted an option to purchase shares of the
Company's Common Stock. The option expires at the end of the Enrollment Period
or upon termination of employment, whichever is earlier, but is exercised at the
end of each Purchase Period to the extent of the payroll deductions accumulated
during such Purchase Period.

Purchase Price. Shares of Common Stock may be purchased under the Purchase
Plan at a price equal to 85% of the lesser of the Fair Market Value of the
Common Stock on (i) the first day of the Enrollment Period or (ii) the last day
of the six-month Purchase Period. The Fair Market Value of the Common Stock on
any relevant date will be equal to the closing price per share (or closing bid
if no sales were reported) as quoted on any established stock exchange or market
system (including the Nasdaq National Market or the Nasdaq SmallCap Market), as
reported by the Wall Street Journal, or, if the stock is not so traded on such
exchange or market system, then the Fair Market Value shall be the mean between
the bid and asked prices for Common Stock on such date, as reported in The Wall
Street Journal.

Shares Purchased. The number of shares of Common Stock a participant
purchases in each Purchase Period is determined by dividing the total amount of
payroll deductions withheld from the participant's compensation during that
Purchase Period by the purchase price determined as described above. Any payroll
deductions not applied to the purchase of shares will generally by applied to
the purchase of shares in subsequent Purchase Periods during the same Offering.
In addition to the limitation on the maximum payroll deduction, the option
granted to the participant may not give a participant the right to purchase
shares under

8
<PAGE> 11

the Purchase Plan at a rate per calendar year in excess of $25,000 (based on the
market price on the first day of the Enrollment Period).

Termination of Employment. Termination of a participant's employment for
any reason, including retirement or death, or the failure of the participant to
remain in the continuous scheduled employ of the Company or a Designated
Subsidiary for at least 20 hours per week (or five months per year) during the
applicable Enrollment Period, cancels his or her option and participation in the
Purchase Plan immediately. In such event, the payroll deductions credited to the
participant's account will be returned to him or her or, in the case of death,
to the person or persons entitled thereto as provided in the Purchase Plan.

Withdrawal. A participant may withdraw from an Offering at any time without
affecting his or her eligibility to participate in future Enrollment Periods.
However, once a participant withdraws from a particular Offering, that
participant may not participate again in the same Offering.

Capital Changes. In the event any change is made in the Company's
capitalization during an Offering period, such as a stock split or stock
dividend, which results in an increase or decrease in the number of shares of
Common Stock outstanding without receipt of consideration by the Company,
appropriate adjustment shall be made in the purchase price and in the number of
shares subject to options under the Purchase Plan.

Amendment and Termination of the Plan. The Board of Directors may at any
time and for any reason terminate or amend the Purchase Plan. Termination of the
Purchase Plan shall not affect options previously granted, except in the case of
an acquisition of the Company.

UNITED STATES TAX INFORMATION

The Purchase Plan, and the right of participants to make purchases
thereunder, are intended to qualify under the provisions of Section 423 of the
Code. Under these provisions, no income will be taxable to a participant until
the shares purchased under the Purchase Plan are sold or otherwise disposed of.
Upon sale or other disposition of the shares, the participant will generally be
subject to tax, and the amount of the tax will depend upon the holding period.
If the shares are sold or otherwise disposed of more than two years from the
first day of the Enrollment Period and one year from the date the shares are
purchased, the participant will recognize ordinary income measured as the lesser
of (a) the excess of the fair market value of the shares at the time of such
sale or disposition over the purchase price, or (b) an amount equal to 15% of
the fair market value of the shares as of the first day of the Enrollment
Period. Any additional gain will be treated as long-term capital gain. If the
shares are sold or otherwise disposed of before the expiration of these holdings
periods, the participant will recognize ordinary income generally measured as
the excess of the fair market value of the shares on the date the shares are
purchased over the purchase price. Any additional gain or loss on such sale or
disposition will be long-term or short-term capital gain or loss, depending on
the holding period. The Company is not entitled to a deduction for amounts taxed
as ordinary income or capital gain to a participant except to the extent of
ordinary income recognized by participants upon a sale or disposition of shares
prior to the expiration of the holding period(s) described above.

THE FOREGOING SUMMARY OF THE EFFECT OF UNITED STATES FEDERAL INCOME
TAXATION UPON THE PARTICIPANT AND THE COMPANY IN CONNECTION WITH THE PURCHASE
PLAN DOES NOT PURPORT TO BE COMPLETE, AND REFERENCE SHOULD BE MADE TO THE
APPLICABLE PROVISIONS OF THE CODE. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS
THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN
COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

REQUIRED VOTE

The approval of the amendment to the Purchase Plan requires the affirmative
vote of a majority of the votes cast on this subject matter at the annual
meeting. An abstention is not an affirmative vote and, therefore, will have the
same effect as a vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
OF THE AMENDMENT TO THE PURCHASE PLAN.

9
<PAGE> 12

MANAGEMENT

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
executive officers of the Company as of March 31, 1997:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- --------------------------------------------------
<S> <C> <C>
Jim McCord............................. 54 Chairman of the Board and Chief Executive Officer
John Kingery........................... 51 President and Chief Operating Officer
Stephen F. Ghiglieri................... 35 Vice President of Finance and Administration,
Chief Financial Officer and Secretary
Louis Delzompo......................... 37 Vice President of Development
Gaspar DeViedma........................ 39 Vice President of Sales
Lee Ann Slinkard....................... 41 Vice President of Professional Services
Eva Williams........................... 46 Vice President of Marketing
James Wilson........................... 48 Vice President of International Sales
</TABLE>

STEPHEN F. GHIGLIERI joined the Company in July 1994 as Vice President of
Financing and Administration and Chief Financial Officer. He was appointed
Secretary in September 1994. From March 1992 to July 1994, he served as
Controller for Oclassen Pharmaceuticals, Inc., a developer and marketer of
prescription pharmaceuticals. From August 1984 to March 1992, he was employed by
Price Waterhouse, most recently as an audit manager, where he specialized in
high-growth health and life sciences companies. Mr. Ghiglieri is a certified
public accountant.

LOUIS DELZOMPO joined the Company in July 1996 as Vice President of
Development. From April 1987 to July 1996, he was employed by Sun Microsystems,
Inc. in a variety of product marketing management and software development
management positions, serving most recently as Director of Network Access and
Messaging Development. From July 1981 to March 1987, he was employed by Data
General Corporation as a systems engineer and product marketing manager.

GASPAR DEVIEDMA joined the Company in January 1997 as Vice President of
Sales. From January 1996 to January 1997, he served as Vice President, Amherst
Product Group, a division of HBO & Company, a healthcare information company.
From June 1985 to January 1996 he served in a variety of sales and sales
management positions in the Clinic Decision Support and International divisions
at SMS.

LEE ANN SLINKARD has worked for the Company and its predecessors since
September 1986. She has served in a variety of roles, including Director of
Installation Services and Director of Client Services. In May 1994, she was
appointed Vice President of Client Services in connection with the acquisition
of the Company from Bell Atlantic Systems Group, Inc. and in October 1994 she
was appointed Vice President of Professional Services.

10
<PAGE> 13

EVA WILLIAMS joined the Company in November 1996 as Vice President of
Marketing. From September 1995 to November 1996, she worked as an independent
consultant developing marketing and finance strategies for medical equipment,
telecommunications, software and equipment leasing companies. From October 1989
to 1995, she served as Executive Vice President, Marketing and Sales, of
Leasepartners Corporation, a venture backed leasing company.

JAMES WILSON has worked for the Company and its predecessors since January
1991. In May 1994, he was appointed Vice President of Sales in connection with
the acquisition of the Company from Bell Atlantic Systems Group, Inc. In January
1997, he was appointed Vice President of International Sales. Prior to joining
the Company, Mr. Wilson was a co-founder and Vice President of Operations of
Extend-A-Care Professional Systems, Inc., a firm specializing in the development
of CASE tools and clinical healthcare applications.

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning compensation
paid to or accrued for the Company's Chief Executive Officer, each of the other
four most highly compensated current executive officers of the Company
(determined as of December 31, 1996) and one former executive officer who would
have been one of the four most highly compensated officers had he not resigned
his position prior to December 31, 1996 (hereafter collectively referred to as
the "Named Executed Officers") for the fiscal years ended December 31, 1995 and
1996:

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION NUMBER OF
------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS
- ------------------------------------------ ---- -------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Jim McCord................................ 1996 $201,667 $45,375 $ 4,713 --
Chairman of the Board and Chief 1995 170,000 -- 5,163 273,801
Executive Officer
John Kingery.............................. 1996 150,000 45,000 3,228 262,500
President and Chief Operating Officer 1995 -- -- -- --
Stephen F. Ghiglieri...................... 1996 132,500 25,000 4,899 43,787
Vice President of Finance and 1995 118,000 -- 4,048 69,421
Administration, Chief Financial
Officer and Secretary
Lee Ann Slinkard.......................... 1996 131,250 29,520 45,598 --
Vice President of Professional Services 1995 108,500 -- 76,684 51,095
James Wilson.............................. 1996 109,200 44,623 139,182(2) 25,000
Vice President of International Sales 1995 101,250 -- 140,901(3) --
Robert Haskell(4)......................... 1996 52,243 -- 161,057(5) --
Former Vice President of 1995 139,000 -- 76,705 --
Product Development
</TABLE>

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

(1) Includes relocation reimbursements and health and disability insurance
premiums.

(2) Includes commission payments of $100,552.

(3) Includes commission payments of $85,025.

(4) Mr. Haskell served as the Company's Vice President of Product Development
until April 30, 1996.

(5) Includes severance payment of $97,507.

11
<PAGE> 14

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information with respect to stock
options granted to each of the Named Officers during the fiscal year ended
December 31, 1996. In accordance with the rules of the Securities and Exchange
Commission, also shown below is the potential realizable value over the term of
the option (the period from the grant date to the expiration date) based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
amounts are based on certain assumed rates of appreciation and do not represent
the Company's estimate of future stock price. Actual gains, if any, on stock
option exercises will be dependent on the future performance of the Common
Stock.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
------------------------------------------------- OF STOCK PRICE
% OF TOTAL EXERCISE APPRECIATION
NUMBER OF OPTIONS GRANTED PRICE FOR OPTION TERM(5)
OPTIONS TO EMPLOYEES IN PER EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR(3) SHARE(4) DATE 5% 10%
- ----------------------------- --------- --------------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jim McCord................... -- --% $ -- -- $ -- $ --
John Kingery................. 262,500(1) 40.3 6.70 03/21/06 1,106,068 2,802,995
Stephen F. Ghiglieri......... 43,787(1) 7.0 6.70 03/21/06 184,501 467,561
Lee Ann Slinkard............. -- -- -- -- -- --
James Wilson................. 25,000(2) 3.8 15.00 05/29/06 235,835 597,653
Robert Haskell............... -- -- -- -- -- --
</TABLE>

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

(1) Options were granted under the Company's 1995 Key Person Stock Plan and vest
at the rate of 1/48 of the shares at the end of each month following the
date of grant, provided however that all shares become fully vested and
exercisable in the event of an acquisition of the Company.

(2) Options were granted under the Company's 1996 Stock Plan and vest at the
rate of 1/48 of the shares at the end of each month following the date of
grant.

(3) Based on an aggregate of 650,775 options granted by the Company in the year
ended December 31, 1996 to employees of the Company, including the Named
Executive Officers.

(4) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant.

(5) The potential realizable value is calculated based on the term of the option
at its time of grant (ten years). It is calculated assuming that the fair
market value of the Company's Common Stock on the date of grant appreciates
at the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its term
for the appreciated stock price.

12
<PAGE> 15

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth certain information with respect to the
Named Executive Officers concerning option exercises for the year ended December
31, 1996 and exercisable and unexercisable options held as of December 31, 1996:

<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1996 DECEMBER 31, 1996(2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jim McCord................. -- $ -- 263,346 193,710 $ 1,661,711 $ 1,222,309
John Kingery............... -- -- 49,217 213,283 2,460 10,664
Stephen F. Ghiglieri....... 1,000 7,060 51,103 79,431 271,069 278,490
Lee Ann Slinkard........... 1,500 10,965 42,394 43,852 267,505 276,706
James Wilson............... -- -- 33,702 53,497 182,888 182,505
Robert Haskell............. -- -- -- -- -- --
</TABLE>

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

(1) Based on the date of exercise, minus the per share exercise price,
multiplied by the number of shares issued upon exercise of the option.

(2) Based on the difference between the fair market value of Common Stock on
December 31, 1996 ($6.75) and the option exercise price, multiplied by the
number of shares underlying the option.

EMPLOYMENT AGREEMENT

The Company has an employment agreement with Jim McCord, its Chairman of
the Board and Chief Executive Officer. The agreement provides that Mr. McCord
shall devote his full business efforts and time to the Company and shall not
actively engage in any other employment, occupation or consulting activity
without the prior approval of the Board of Directors. In exchange, Mr. McCord is
entitled to receive a base salary (initially $170,000 per year) and is eligible
to receive cash and option bonuses based on achievement of certain milestones
and performance. The agreement further provides that if Mr. McCord's employment
is terminated for any or no reason, he will be entitled to receive severance pay
at a rate of fifty percent of his then base salary rate for a period of two
years, although such payments immediately cease in the event Mr. McCord engages
in any activity that involves the development or sale of automated transaction
processing systems for health care providers and associated systems integration
activities. The agreement does not provide for any specified term of employment.

CERTAIN TRANSACTIONS

In January 1997, the Company loaned $60,000 to Louis Delzompo, Vice
President of Development. The loan bears interest at prime plus two percent.
Subject to Mr. Delzompo's continued employment with the Company, 1/3 of the
principal and all then accrued interest shall be forgiven on January 14 of each
subsequent year. If Mr. Delzompo voluntarily terminates his employment with the
Company, or if the Company terminates Mr. Delzompo's employment for any reason
other than a downturn in business, all then outstanding principal and accrued
interest shall immediately become due and payable. As of March 31, 1997, the
principal amount of the loan outstanding was $60,000.

13
<PAGE> 16

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file certain reports regarding ownership
of, and transactions in, the Company's securities with the Securities and
Exchange Commission (the "SEC"). Such officers, directors and 10% stockholders
are also required by SEC rules to furnish the Company with copies of all Section
16(a) forms that they file. Based solely on its review of the copies of such
forms received by it, or written representations from certain reporting persons,
the Company believes that for the year ended December 31, 1996, all reporting
persons complied with Section 16(a) filing requirements without exception.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1998 Annual Meeting of Stockholders must
be received by the Company no later than January 7, 1998 to be included in the
proxy statement and form of proxy relating to that meeting.

OTHER MATTERS

The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, then the persons
named in the enclosed form of proxy will vote the shares they represent in such
manner as the Board may recommend.

THE BOARD OF DIRECTORS

Dated: May 7, 1997

14
<PAGE> 17

OACIS HEALTHCARE HOLDINGS CORP.

1996 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the 1996 Employee Stock Purchase
Plan of Oacis Healthcare Holdings Corp.

1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

2. DEFINITIONS.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(d) "Company" shall mean Oacis Healthcare Holdings Corp. and any Designated
Subsidiary of the Company.

(e) "Compensation" shall mean all base straight time gross earnings and
commissions, but exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and other compensation.

(f) "Designated Subsidiaries" shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

(g) "Employee" shall mean any individual who is an Employee of the Company
for tax purposes whose customary employment with the Company is at least twenty
(20) hours per week and more than five (5) months in any calendar year. For
purposes of the Plan, the employment relationship shall be treated as continuing
intact while the individual is on sick leave or other leave of absence approved
by the Company. Where the period of leave exceeds 90 days and the individual's
right to reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st day of
such leave.

(h) "Enrollment Date" shall mean the first day of each Offering Period.

(i) "Exercise Date" shall mean the last day of each Purchase Period.

(j) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:

(1) If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as the
Administrator deems reliable, or;

(2) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be
the mean of the closing bid and asked prices for the Common Stock on the
date of such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable, or;

(3) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the Board.

15
<PAGE> 18

(k) "Offering Periods" shall mean the periods of approximately twenty-four
(24) months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after May 1 and November 1
of each year and terminating on the last Trading Day in the periods ending
twenty-four months later; provided, however, that the first Offering Period
shall begin on the effective date of the registration statement on Form SB-2
relating to the initial public offering of the Company's Common Stock that is
filed with the Securities and Exchange Commission and shall end on the last
Trading Day on or before October 31, 1996. The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.

(l) "Plan" shall mean this Employee Stock Purchase Plan.

(m) "Purchase Price" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower.

(n) "Purchase Period" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence on
the Enrollment Date and end with the next Exercise Date.

(o) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.

(p) "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

(q) "Trading Day" shall mean a day on which national stock exchanges and
the Nasdaq System are open for trading.

3. ELIGIBILITY.

(a) Any Employee (as defined in Section 2(g)), who shall be employed by the
Company on a given Enrollment Date shall be eligible to participate in the Plan.

(b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

4. OFFERING PERIODS. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof; provided, however, that the first Offering
Period shall begin on the effective date of the registration statement on Form
SB-2 relating to the initial public offering of the Company's Common Stock that
is filed with the Securities and Exchange Commission and shall end on the last
Trading Day on or before October 31, 1996. The Board shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.

16
<PAGE> 19

5. PARTICIPATION.

(a) An eligible Employee may become a participant in the Plan by completing
a subscription agreement authorizing payroll deductions in the form of Exhibit A
to this Plan and filing it with the Company's payroll office prior to the
applicable Enrollment Date.

(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

6. PAYROLL DEDUCTIONS.

(a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding fifteen percent (15%) of the
Compensation which he or she receives on each pay day during the Offering
Period.

(b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole percentages only. A
participant may not make any additional payments into such account.

(c) A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by completing or filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

(d) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased to zero percent (0%) at such time during any
Purchase Period which is scheduled to end during the current calendar year (the
"Current Purchase Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Purchase Period which is scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof.

(e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is disposed
of, the participant must make adequate provision for the Company's federal,
state, or other tax withholding obligations, if any, which arise upon the
exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than a
number of shares determined by dividing $12,500 by the Fair Market Value of a
share of the Company's Common Stock on the Enrollment Date, and provided further
that such purchase shall be subject to the limitations set forth in Sections
3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8
hereof, unless

17
<PAGE> 20

the participant has withdrawn pursuant to Section 10 hereof. The option shall
expire on the last day of the Offering Period.

8. EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

9. DELIVERY. As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.

(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period. If a participant
withdraws from an Offering Period, payroll deductions shall not resume at the
beginning of the succeeding Offering Period unless the participant delivers to
the Company a new subscription agreement.

(b) Upon a participant's ceasing to be an Employee (as defined in Section
2(g) hereof), for any reason, he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant's
account during the Offering Period but not yet used to exercise the option shall
be returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 14 hereof, and such
participant's option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.

(c) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

11. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.

12. STOCK.

(a) The maximum number of shares of the Company's Common Stock which shall
be made available for sale under the Plan shall be 600,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in Section
18 hereof. If, on a given Exercise Date, the number of shares with respect to
which options are to be exercised exceeds the number of shares then available
under the Plan, the Company shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.

(b) The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

18
<PAGE> 21

13. ADMINISTRATION.

(a) Administrative Body. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

(b) Rule 16b-3 Limitations. Notwithstanding the provisions of Subsection
(a) of this Section 13, in the event that Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor provision ("Rule 16b-3") provides specific requirements for the
administrators of plans of this type, the Plan shall be administered only by
such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
concerning decisions regarding the Plan shall be afforded to any committee or
person that is not "disinterested" as that term is used in Rule 16b-3.

14. DESIGNATION OF BENEFICIARY.

(a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such participant of such
shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

15. TRANSFERABILITY. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.

16. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

17. REPORTS. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE.

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves, as well as the price per share and
the number of shares of Common Stock covered by each option under the Plan which
has not yet been exercised, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided,

19
<PAGE> 22

however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Periods shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board.

(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, any Purchase Periods then in progress shall be
shortened by setting a new Exercise Date (the "New Exercise Date") and any
Offering Periods then in progress shall end on the New Exercise Date. The New
Exercise Date shall be before the date of the Company's proposed sale or merger.
The Board shall notify each participant in writing, at least ten (10) business
days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

19. AMENDMENT OR TERMINATION.

(a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 18 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. Except as provided in Section 18
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Rule 16b-3 or under Section 423 of the Code (or any successor rule
or provision or any other applicable law or regulation), the Company shall
obtain shareholder approval in such a manner and to such a degree as required.

(b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

20. NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment

20
<PAGE> 23

and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

22. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the Company. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 19 hereof.

23. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by Rule 16b-3 of the Exchange Act, if the Fair Market Value of the
Common Stock on any Exercise Date in an Offering Period is lower than the Fair
Market Value of the Common Stock on the Enrollment Date of such Offering Period,
then all participants in such Offering Period shall be automatically withdrawn
from such Offering Period immediately after the exercise of their option on such
Exercise Date and automatically re-enrolled in the immediately following
Offering Period as of the first day thereof.

21
<PAGE> 24
PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OACIS HEALTHCARE HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Oacis Healthcare Holdings Corp. hereby
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement for the Annual Meeting of Stockholders of Oacis Healthcare Holdings
Corp. to be held on June 11, 1997 and hereby appoints Jim McCord and Stephen
Ghiglieri, and each of them, proxy and attorney-in-fact, with full power of
substitution, on behalf of and in the name of the undersigned, to represent the
undersigned at such meeting and at any continuations and adjournment(s)
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the reverse side.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 25
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR WITHHELD Please mark
(Instruction: To withhold authority to vote for [ ] [ ] votes as in [X]
any individual nominee, strike that nominee's this margin
name below.)

Nominees: Jim McCord Alan W. Crites 2. PROPOSAL TO CONFIRM PRICE WATERHOUSE LLP FOR AGAINST ABSTAIN
David Dominik Fred Goad AS THE INDEPENDENT AUDITORS OF THE COMPANY [ ] [ ] [ ]
John Kingery Dennis G. Sisco FOR THE 1997 FISCAL YEAR.
William H. Younger, Jr. Bernard Puckett
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE FOR AGAINST ABSTAIN
1996 EMPLOYEE STOCK PURCHASE PLAN INCREASING [ ] [ ] [ ]
THE TOTAL NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER
FROM 250,000 SHARES TO 600,000 SHARES.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
CONTRARY DIRECTION IS INDICATED, WILL BE VOTED
FOR THE ELECTION OF DIRECTORS, FOR THE
CONFIRMATION OF PRICE WATERHOUSE LLP, FOR
APPROVAL OF AMENDMENT TO THE 1996 EMPLOYEE
STOCK PURCHASE PLAN AND AS THE PROXYHOLDERS
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.

Signature(s)________________________________________________________________________________Date_________________________________

(This proxy should be marked, dated, signed by the stockholder(s) exactly as his or her name appears herein and returned promptly
in the enclosed envelope. Persons signing as officers or in a fiduciary capacity should so indicate. If shares are held by joint
tenants or as community property, both should sign.)
- ---------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>

<PAGE> 26

EXHIBIT A

OACIS HEALTHCARE HOLDINGS CORP.

1996 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

[ ] Original Application Enrollment Date:
[ ] Change in Payroll Deduction Rate
[ ] Change of Beneficiary(ies)

1. hereby elects to participate in the Oacis Healthcare
Holdings Corporation 1996 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Company's Common Stock
in accordance with this Subscription Agreement and the Employee Stock Purchase
Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount
of % of my Compensation on each payday from 1 to 15% during the Offering Period
in accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Employee Stock Purchase Plan. I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to shareholder
approval of the Employee Stock Purchase Plan.

5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only): .

6. I understand that if I dispose of any shares received by me pursuant to
the Plan within 2 years after the Enrollment Date (the first day of the Offering
Period during which I purchased such shares) or one year after the Exercise
Date, I will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were purchased by
me over the price which I paid for the shares. I hereby agree to notify the
Company in writing within 30 days after the date of any disposition of my shares
and I will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received income only at the time of such disposition, and
that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 15% of the fair market value of the shares on the first day
of the Offering Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.

A-1
<PAGE> 27

8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:

Name:

Relationship:

Address:

Employee's Social Security Number:

Employee's Address:

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
Signature of Employee

Spouse's Signature (If beneficiary
other than spouse)

A-2
<PAGE> 28

EXHIBIT B

OACIS HEALTHCARE HOLDINGS CORP.

1996 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Oacis Healthcare
Holdings Corp. 1996 Employee Stock Purchase Plan which began on ,
19 (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

Name and Address of Participant:

Signature:

Date:

B-1