CAREINSITE INC, S-1/A, 1999-06-03

CAREINSITE INC
S-1/A, 1999-06-03
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>

As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-75071
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CareInsite, Inc.
(Exact name of registrant as specified in its charter)
Delaware 7374 22-3630930
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
---------------
CareInsite, Inc.
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
David C. Amburgey
CareInsite, Inc.
Vice President -- General Counsel
669 River Drive, River Drive Center II
Elmwood Park, New Jersey 07407
(201) 703-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Stephen T. Giove Alan L. Jakimo
Shearman & Sterling Brown & Wood LLP
599 Lexington Avenue One World Trade Center
New York, New York 10022 New York, New York 10048
(212) 848-4000 (212) 839-5300
---------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [_]
---------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This preliminary prospectus +
+is not an offer to sell these securities and is not soliciting an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion

PROSPECTUS Preliminary Prospectus dated June 3, 1999
5,650,000 Shares

[Logo] CareInsite, Inc.

Common Stock

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This is the initial public offering of the common stock of CareInsite, Inc.
We are offering to the public 5,650,000 shares of our common stock. We are
reserving 565,000 of these shares for sale to directors, officers, employees
and consultants of our company, of Synetic, Inc., which owns 80.1% of our
common stock immediately prior to this offering, and of Cerner Corporation, a
strategic stockholder which owns 19.9% of our common stock immediately prior to
this offering, and to certain other persons. In addition, Cerner Corporation
has agreed to purchase directly from us a number of shares of our common stock
with an aggregate purchase price of $9,000,000, at a price per share equal to
the public offering price less the underwriting discount, in a separate private
transaction concurrently with this offering.

This is our initial public offering and no public market exists for our
shares. We anticipate that the initial public offering price will be between
$14.00 and $16.00 per share.

We have applied to list our common stock on the Nasdaq National Market
under the symbol "CARI."

Investing in the shares of our common stock involves risks which are
described in the "Risk Factors" section beginning on page 8 of this prospectus.

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<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public offering price.................................... $ $
Underwriting discount.................................... $ $
Proceeds, before expenses, to our company................ $ $
</TABLE>

We have granted the underwriters the right to purchase up to an additional
847,500 shares of common stock at the public offering price less the
underwriting discount to cover over-allotments.

The above table does not include estimated net proceeds of $9,000,000
expected to be received in connection with the private sale of shares of common
stock to Cerner concurrently with this offering.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares of common stock or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

The shares of common stock will be ready for delivery in New York, New York
on or about , 1999.

-----------
Merrill Lynch & Co. Warburg Dillon Read LLC
Wit Capital Corporation

-----------

The date of this prospectus is , 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................. 3
Risk Factors............................................................. 8
Disclosure Regarding Forward-looking Information......................... 17
Use of Proceeds.......................................................... 18
Dividend Policy.......................................................... 18
Capitalization........................................................... 19
Dilution................................................................. 20
Selected Consolidated Financial and Operating Data....................... 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 23
Business................................................................. 31
Management............................................................... 45
Security Ownership of Management......................................... 55
Transactions and Relationships With Principal Stockholders............... 57
Description of Capital Stock............................................. 61
Shares Eligible for Future Sale.......................................... 63
Underwriting............................................................. 66
Legal Matters............................................................ 69
Experts.................................................................. 69
Additional Information................................................... 70
Index to Financial Statements............................................ F-1
Unaudited Pro Forma Combined Condensed Consolidated Financial
Statements.............................................................. PF-1
</TABLE>

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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of common stock. Unless otherwise indicated, all
information in this prospectus:

. assumes no exercise of the underwriters' over-allotment option,

. reflects a 50.0625 for 1 split of the common stock effected in the
form of a stock dividend to be declared and paid prior to the
closing of this offering,

. reflects the filing of our amended and restated certificate of
incorporation with the Delaware Secretary of State prior to the
closing of this offering, and

. assumes the number of shares to be purchased by Cerner in a
private transaction concurrently with this offering will be
approximately 645,000, based on an assumed public offering price
of $15.00 per share, less the underwriting discount. This number
will be subject to adjustment based on the public offering price.

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

Until , 1999 (25 days after the commencement of this offering), all
dealers that buy, sell or trade our common stock, whether or not participating
in this distribution, may be required to deliver a prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.

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

CareInsite(TM) is a pending trademark of our company.

2
<PAGE>

SUMMARY

This summary highlights information contained elsewhere in this
prospectus. It is not complete and may not contain all of the information that
you should consider before investing in our common stock. You should read the
entire prospectus carefully, including the "Risk Factors" section and the
consolidated financial statements and the notes to those statements.

The Company

We are developing and intend to provide an Internet-based healthcare
electronic commerce, or e-commerce, network that links physicians, payers,
suppliers and patients. We intend to market a comprehensive set of transaction,
messaging and content services to these healthcare industry participants. Our
network, which we call the CareInsite system, is being designed to provide
physicians with relevant clinical, administrative and financial information
from payers and suppliers. We believe our integration of payer-specific rules
and healthcare guidelines with patient-specific information at the point of
care will improve the quality of patient care, lead to more appropriate use of
healthcare resources, gain compliance with benefit plan guidelines and control
healthcare costs.

Healthcare expenditures in the United States totaled approximately $1.0
trillion in 1996, representing a 6.7% compound annual increase since 1990. This
trend is expected to continue. Approximately 85% of annual healthcare costs in
the United States are estimated to be represented by patient care costs as
opposed to administrative costs. We believe that the ability of managed
healthcare organizations to reduce this larger 85% component of healthcare
costs is limited today. Control of these costs is dependent upon compliance
with benefit plan guidelines designed to promote the appropriate use of
healthcare resources and adherence to best clinical practices. We believe
payers are unlikely to gain compliance with these guidelines without an
efficient channel of communication to their affiliated physicians. Our
objective is to provide a leading healthcare e-commerce channel that will
enable real time communication of clinical, administrative and financial
information at the point of care to facilitate compliance with benefit plan
guidelines and control healthcare costs.

We have entered into two significant relationships that represent the
initial execution of our business strategy. Our strategic relationship with
Cerner Corporation provides us with a perpetual, royalty-free license to
several components of Cerner's technology. These components form the foundation
for our CareInsite system. We have also entered into an agreement with The
Health Information Network Connection LLC, referred to as "THINC", an entity
founded by several major managed care organizations in the New York
metropolitan area to facilitate the confidential exchange of healthcare
information. Under this agreement, we are managing THINC's operations and will
make a comprehensive suite of healthcare e-commerce services available to the
New York metropolitan area's more than 40,000 physicians. We have not derived
any revenues from our healthcare e-commerce services to date.

We are a majority-owned indirect subsidiary of Synetic, Inc., a publicly
traded corporation. Synetic has entered into a definitive merger agreement with
Medical Manager Corporation, a publicly traded corporation, that provides for a
strategic business combination between the two companies. Medical Manager is a
leading provider of comprehensive physician practice management systems that
address the financial, administrative and clinical practice needs of
physicians. The Medical Manager practice management systems support a physician
base estimated at more than 120,000 in more than 24,000 medical practices
nationwide. In connection with this business combination, Medical Manager and
our company have entered into an agreement under which we intend to provide our
healthcare e-commerce services to Medical Manager's physicians by integrating
those services into Medical Manager's physician practice management systems.
This agreement will not become effective until completion of the business
combination between Synetic and Medical Manager. We cannot assure you that this
business combination will be completed. We intend to use Medical Manager's

3
<PAGE>

network of independent and company-owned offices with almost 2,000 sales and
technical support personnel as a platform from which to distribute, install and
support our transaction, messaging and content services to Medical Manager
physicians.

On May 24, 1999, we acquired Med-Link Technologies, Inc., a privately
held company based in Somerset, New Jersey, for $14 million in cash. Med-Link
is a regional provider of electronic data interchange services to healthcare
providers and payers in the northeastern United States that automate their
claims and other managed care transactions. Med-Link currently processes over
12 million managed care transactions annually for approximately 12,000
physicians.

Upon completion of the offering and the private sale of approximately
645,000 shares of our common stock to Cerner concurrently with this offering,
Synetic will own approximately 72.9% of the outstanding common stock of our
company. Prior to the offering, Cerner owned 19.9% of our outstanding common
stock. After completion of the offering and the private sale by our company of
approximately 645,000 shares of our common stock to Cerner concurrently with
this offering, Cerner will own approximately 19.0% of the outstanding common
stock of our company. We will also issue to Cerner 2,503,125 shares of our
common stock on or after February 15, 2001 at a price of $.01 per share if we
realize a specified level of physician usage of our services. In addition,
THINC and Cerner have warrants exercisable for up to an aggregate of 5,067,563
shares of our common stock. These warrants are exercisable 180 days after
completion of this offering.

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

Our principal executive offices are located at 669 River Drive, River
Drive Center II, Elmwood Park, New Jersey 07407 and our telephone number at
that address is (201) 703-3400.

4
<PAGE>

The Offering

Common stock offered by our
company............................. 5,650,000 shares

Common stock outstanding
immediately prior to the
offering........................... 63,375,000 shares

Common stock outstanding after the
offering............................ 69,670,000 shares, including an
estimated 645,000 shares which
Cerner has agreed to purchase
directly from us in a separate
private transaction concurrently
with this offering.

Use of proceeds.....................
We intend to use the net proceeds
from this offering for working
capital, including financing the
cost of development and deployment
of our services, increased sales
and marketing activities, and for
general corporate purposes. We may
use a portion of the net proceeds
to fund acquisitions. See "Use of
Proceeds."

Dividend policy..................... We do not anticipate paying any
cash dividends in the foreseeable
future. See "Dividend Policy."

Proposed Nasdaq National Market
symbol.............................. "CARI "

Risk factors........................ You should consider the risks
involved in an investment in our
common stock. See "Risk Factors."

The foregoing information excludes:

. an aggregate of up to 5,067,563 shares of common stock representing
approximately 7.3 % of our common stock outstanding after the
offering which may be issued from time to time upon the exercise of
warrants held by THINC and Cerner;

. 2,503,125 shares of common stock representing approximately 3.6% of
our common stock outstanding after the offering which will be
issued on or after February 15, 2001 to Cerner at a price of $.01
per share if we realize a specified level of physician usage of our
services; and

. 4,000,000 shares of common stock which may be issued upon the
exercise of options outstanding on the date of this prospectus
granted pursuant to our employee stock option plan or our officer
stock option plan and an additional 3,500,000 shares of common
stock reserved for issuance pursuant to these plans. The weighted
average exercise price of all options outstanding on the date of
this prospectus is the initial public offering price per share.

5
<PAGE>

Summary Consolidated Financial Data
(in thousands, except share data)

On December 24, 1996, Synetic acquired Avicenna Systems Corporation. This
acquisition marked the inception of Synetic's healthcare e-commerce business.
The "Pro Forma As Adjusted" consolidated balance sheet data below is based on
62,500,000 shares of common stock outstanding on March 31, 1999, as adjusted to
give effect to (1) the sale of the 5,650,000 shares of our common stock offered
to the public hereby and the receipt of the estimated net proceeds after
deducting underwriting discounts and commissions and the estimated offering
expenses, (2) our acquisition of Med-Link and the related sale by us of 875,000
shares of our common stock to Synetic and Cerner for $14,000, which we used to
acquire Med-Link, and (3) the sale by us of an estimated 645,000 shares of our
common stock to Cerner in a separate private transaction concurrently with this
offering. See note (1) to our consolidated financial statements for an
explanation of the determination of the number of shares used to compute basic
and diluted net loss per share. See also "Transactions and Relationships with
Principal Stockholders -- Certain Agreements." The summary consolidated
financial data for our company as of March 31, 1999, for the nine-month periods
ended March 31, 1998 and 1999 and for the cumulative period from Inception
(December 24, 1996) through March 31, 1999 are derived from our unaudited
consolidated financial statements which, in the opinion of our management,
include all normal and recurring adjustments necessary to present fairly the
financial position and the results of operations of our company for those
periods. The operating results for the nine months ended March 31, 1999 are not
necessarily indicative of the operating results to be expected for the full
year. The following summary consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," our consolidated financial statements and notes
thereto and other financial information included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Cumulative
Period from from
inception Nine months ended inception
(12/24/96) Year March 31, (12/24/96)
through Ended ------------------- through
06/30/97 06/30/98 1998 1999 03/31/99
----------- -------- -------- --------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Service revenue (related
party)................. $ -- $ -- $ -- $ 213 $ 213
Cost of services
(related party)........ -- -- -- 213 213

Costs and expenses
Research &
development.......... 7,652 4,762 3,976 8,720(/1/) 21,134(/1/)
Sales & marketing..... 1,150 1,733 1,232 1,427 4,310
General &
administrative....... 1,379 3,887 2,589 2,944 8,210
Litigation costs...... -- -- -- 2,500(/2/) 2,500(/2/)
Other income, net..... (9) (47) (7) (110) (166)
Acquired in-process
research &
development.......... 32,185(/3/) -- -- -- 32,185(/3/)
-------- -------- -------- --------- --------
Total costs &
expenses........... 42,357 10,335 7,790 15,694 68,386
-------- -------- -------- --------- --------
Net loss................ $(42,357) $(10,335) $ (7,790) $ (15,481) $(68,173)
======== ======== ======== ========= ========
Net loss per share --
basic & diluted....... $ (0.85) $ (0.21) $ (0.16) $ (0.29) $ (1.33)
Weighted average shares
outstanding -- basic &
diluted................ 50,063 50,063 50,063 54,208 51,444
</TABLE>

(Footnotes on following page)

6
<PAGE>

<TABLE>
<CAPTION>
03/31/99
-------------------
Pro Forma
06/30/97 06/30/98 Actual As Adjusted
-------- -------- ------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Working capital (deficit)............. $(1,592) $ 775 $ 4,342 $ 91,133
Total assets.......................... 3,476 10,833 43,935 145,598
Stockholders' equity.................. 1,566 7,798 41,250 142,068
</TABLE>
- --------

(1) Includes a write-off of $2,381 of capitalized software costs which relate
to the abandonment of our development efforts with respect to certain of
our products and services. Those efforts were abandoned as a result of
encountering a high risk development issue associated with integrating
those products and services with the acquired Cerner technology.

(2) Represents charges relating to expenses incurred in conjunction with the
Merck litigation in the quarter ended March 31, 1999. See "Risk Factors --
Litigation by Merck & Co., Inc. and Merck-Medco Managed Care, L.L.C.
against our company."

(3) Represents a non-recurring charge related to the write-off of acquired in-
process research and development costs in conjunction with the purchase of
Avicenna Systems Corporation and CareAgents, Inc.

7
<PAGE>

RISK FACTORS

You should carefully consider the risks described below before making a
decision to invest in our common stock. Some of the following factors relate
principally to our business and the industry in which we operate. Other factors
relate to our company's relationship with Synetic and our strategic partners.
Finally, other factors relate principally to your investment in our common
stock. The risks and uncertainties described below are not the only ones facing
our company. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business and operations.

If any of the matters included in the following risks were to occur, our
business, financial condition, results of operations, cash flows or prospects
could be materially adversely affected. In such case, the trading price of our
common stock could decline, and you could lose all or part of your investment.

Evaluating our business is difficult because our business model is unproven; we
only recently began to generate revenues and we have incurred net losses since
inception

Our company began operations in December 1996 and we have not yet
delivered any of our healthcare e-commerce services. Therefore, our historical
financial information is of limited value in projecting our future operating
results. We did not generate our first revenues, which were related to the
provision of management services to THINC, until the quarter ended March 31,
1999. As of March 31, 1999, we had an accumulated deficit of $68.2 million. We
expect to continue to incur significant development, deployment and sales and
marketing expenses in connection with our business. We may also incur expenses
in connection with acquisitions or other strategic relationships which we may
enter into. As a result, we expect that we will continue to incur operating
losses for at least the next two fiscal years and we caution that we may never
achieve or sustain profitability. In addition, it is difficult to value our
business and evaluate our prospects because our revenue and income potential is
unproven and our business model is still emerging. The provision of services
using Internet technology in the healthcare e-commerce industry is a developing
business that is inherently riskier than businesses in industries where
companies have established operating histories.

We will not become profitable unless we achieve sufficient levels of physician
penetration and market acceptance of our services

Our business model depends on our ability to generate usage by a large
number of physicians with a high volume of healthcare transactions and to sell
healthcare e-commerce services to payers and other healthcare constituents. The
acceptance by physicians of our transaction, messaging and content services
will require adoption of new methods of conducting business and exchanging
information. We cannot assure you that physicians will integrate our services
into their office workflow, or that the healthcare market will accept our
services as a replacement for traditional methods of conducting healthcare
transactions. The healthcare industry uses existing computer systems that may
be unable to access our Internet-based solutions. Customers using existing
systems may refuse to adopt new systems when they have made extensive
investment in hardware, software and training for existing systems or if they
perceive that our CareInsite system will not adequately protect proprietary
information. Failure to achieve broad physician penetration or successfully
contract with healthcare participants would have a material adverse effect on
our business, financial condition and results of operations.

Achieving market acceptance for our services will require substantial
marketing efforts and expenditure of significant funds to create awareness and
demand by participants in the healthcare industry. We believe that we must gain
significant market share with our services before our competitors introduce
alternative services with features similar to ours. We cannot assure you that
we will be able to succeed in positioning our services as a preferred method
for healthcare e-commerce, or that any pricing strategy that we develop will be
economically viable or acceptable to the market. Failure to successfully market
our services would have a material adverse affect on our business, financial
condition and results of operations.

8
<PAGE>

We intend to leverage our relationship with Medical Manager to increase
the number of physicians to whom we can sell our services. However, our
agreement with Medical Manager does not become effective until completion of
the business combination between Synetic and Medical Manager, which is subject
to approval by Synetic's and Medical Manager's stockholders, regulatory
approval and certain other customary conditions. Either Synetic or Medical
Manager may terminate their agreement to merge in certain events, including if
the merger is not completed by November 30, 1999, and Medical Manager may
terminate the merger agreement if the average closing price of Synetic's common
stock during a ten-day period preceding the vote of Medical Manager
stockholders is less than $56.00 per share. The closing price of Synetic's
common stock on June 2, 1999 was $83.375 per share. If this agreement does not
become effective, we will not receive the expected benefits of this agreement
relating to physician penetration.

Our business prospects will suffer if we are not able to quickly and
successfully deploy our CareInsite system

We believe that our business prospects will suffer if we do not deploy
our services quickly. We have not deployed our architecture or processed any
transactions over our CareInsite system. We currently intend to deploy access
to our services by the end of 1999, although we cannot assure you that we will
be able to do so at that time, or at all. In order to deploy our services, we
must integrate our architecture with physicians', payers' and suppliers'
systems. We will need to expend substantial resources to integrate our
CareInsite system with the existing computer systems of large healthcare
organizations. We have limited experience in doing so, and we may experience
delays in the integration process. These delays would, in turn, delay our
ability to generate revenue from our services and may have a material adverse
effect on our business, financial condition and results of operations. Once we
have deployed our CareInsite system, we may need to expand and adapt it to
accommodate additional users, increased transaction volumes and changing
customer requirements. This expansion and adaptation could be expensive. We may
be unable to expand or adapt our network infrastructure to meet additional
demand or our customers' changing needs on a timely basis and at a commercially
reasonable cost, or at all. Any failure to deploy, expand or adapt our
CareInsite system quickly could have a material adverse effect on our business,
financial condition and results of operations.

We rely on strategic relationships that may not provide anticipated benefits

To date, we have entered into strategic relationships with Cerner and
THINC. We have also entered into a strategic agreement with Medical Manager,
the effectiveness of which agreement is subject to completion of the business
combination between Synetic and Medical Manager. These relationships are in the
early stages of development. We may enter into additional strategic
relationships in the future. We cannot assure you that any of these
relationships will provide us with the ability to successfully develop or sell
our services. In addition, we may not be able to establish relationships with
or provide our services to key participants in the healthcare industry if we
have established relationships with their competitors. Consequently, it is
important that we are perceived as independent of any particular customer or
partner. Also, some of our current and potential partners may decide to compete
with us. If any of our current or future strategic relationships are disrupted,
or if we do not realize the expected benefits from these relationships, our
business, financial condition and results of operations may be materially
adversely affected.

Recently, a number of Internet healthcare companies have announced
strategic relationships, including Healtheon Corporation's announced plan to
merge with WebMD, Inc. As a result, we expect to compete with other companies,
including those that may have greater financial resources than our company, for
the right to enter into relationships with strategic partners. This competition
for strategic partners in the healthcare e-commerce industry could affect our
company's ability to consummate future relationships on acceptable terms, or at
all.

9
<PAGE>

We may make acquisitions and integrating them into our business could be
expensive, time consuming and may strain our resources

We may make acquisitions of companies which we believe have attractive
technologies or distribution channels. Integrating newly acquired organizations
and technologies into our company could be expensive, time consuming and may
strain our resources. The healthcare industry is consolidating and we expect
that we will face intensified competition for acquisitions. We cannot assure
you that we will succeed in consummating any such strategic relationships or
acquisitions, or that such transactions will ultimately provide us with the
ability to offer the services described. In addition, we cannot assure you that
we will be able to successfully manage or integrate any resulting business,
including the business of Med-Link. Consequently, we may not achieve
anticipated revenue and cost benefits.

We do not currently have a substantial customer base and our revenues will
initially come from a few payers in one geographic market

We do not currently have a substantial customer base. In addition, we
expect that initially we will generate a significant portion of our revenue
from providing our products and services in the New York metropolitan area and
from a small number of payers. If we do not generate as much revenue in this
market or from these payers as we expect, our revenue will be significantly
reduced which would have a material adverse effect on our business, financial
condition and results of operations.

We may face significant competition in providing healthcare e-commerce products
and services

The market for healthcare e-commerce services is rapidly developing and
is becoming increasingly competitive. Several service companies, some of which
may have greater financial, technological and marketing resources than we do,
have announced that they are developing a combination of one or more healthcare
e-commerce services that may be competitive with ours. We expect to compete
with various industry participants, including software vendors, emerging e-
commerce companies and electronic data interchange providers, who operate
networks used for electronic communication of business transactions such as
orders, confirmations and invoices between organizations. These networks are
often referred to as EDI networks. Some of our competitors have services that
are currently in operation.

Traditional healthcare software vendors such as Medic and IDX primarily
focus on the administrative functions in the healthcare setting. Electronic
data interchange network providers and claims clearinghouses like Envoy, which
was recently acquired by Quintiles Transnational, and NDC provide connectivity
to edit and transmit data on medical and pharmacy claims. These companies are
beginning to offer services which may be competitive with our clinical e-
commerce services. Companies like Healtheon, which recently entered into a
definitive agreement to acquire WebMD, and other emerging e-commerce companies
may offer a range of services which may compete with ours. Any organizations
that create stand-alone healthcare software products may migrate into the
healthcare e-commerce business. Our competitors may be first to market new
services or may also independently develop services and/or technology that is
substantially equivalent to or superior to ours. There can be no assurance that
such companies will not develop and successfully market healthcare e-commerce
products and services in a manner which would have a material adverse effect on
our business, financial condition and results of operations.

We may experience significant delays in generating revenues from our services
because potential customers could take a long time to evaluate the purchase of
our services

A key element of our strategy is to market our services directly to large
healthcare organizations. We do not control many of the factors that will
influence physicians', payers' and suppliers' buying decisions. We expect that
the sales and implementation process will be lengthy and will involve a
significant technical evaluation and commitment of capital and other resources
by physicians, payers and suppliers. The sale and

10
<PAGE>

implementation of our services are subject to delays due to physicians',
payers' and suppliers' internal budgets and procedures for approving large
capital expenditures and deploying new technologies within their networks.

Rapidly changing technology may impair our ability to develop and market our
services

All businesses which rely on Internet technology, including the
healthcare e-commerce business that we are developing, are subject to, among
other risks and uncertainties:

. rapid technological change;

. changing customer needs;

. frequent new product introductions; and

. evolving industry standards.

Internet technologies are evolving rapidly, and the technology used by
any e-commerce business is subject to rapid change and obsolescence. These
market characteristics are exacerbated by the emerging nature of the market and
the fact that many companies are expected to introduce new Internet products
and services in the near future. In addition, use of the Internet may decrease
if alternative protocols are developed or if problems associated with increased
Internet use are not resolved. As the communications, computer and software
industries continue to experience rapid technological change, we must be able
to quickly and successfully modify our services so that they adapt to such
changes. We cannot assure you that we will not experience difficulties that
could delay or prevent the successful development and introduction of our
healthcare e-commerce services or that we will be able to respond to
technological changes in a timely and cost-effective manner. Moreover,
technologically superior products and services could be developed by
competitors. These factors could have a material adverse effect upon our
business, financial condition and results of operations.

We currently have no patents and may be unable to adequately protect our
proprietary rights

Our future success and ability to compete in the healthcare e-commerce
business may be dependent in part upon our proprietary rights to products and
services which we develop. We expect to rely on a combination of patent,
copyright, trademark and trade secret laws and contractual restrictions to
protect our proprietary technology and to rely on similar proprietary rights of
any of our content and technology providers. We currently have no patents
covering any of our technology, whereas some of our competitors have patents
which may cover some aspects of their technology. We intend to file patent
applications to protect certain of our proprietary technology. We cannot assure
you that such applications will be approved or, if approved, will be effective
in protecting our proprietary technology. We enter into confidentiality
agreements with all of our employees, as well as with our clients and potential
clients seeking proprietary information, and limit access to and distribution
of our software, documentation and other proprietary information. There can be
no assurance that the steps we take or the steps such providers take would be
adequate to prevent misappropriation of our respective proprietary rights.

We may be subject to substantial claims if we infringe upon the proprietary
rights of third parties

We expect that we could be subject to intellectual property infringement
claims as the number of our competitors grows and the functionality of our
applications overlaps with competitive offerings. Although we intend to take
steps to minimize the likelihood that we are infringing the proprietary rights
of any third parties, we cannot assure you that patent infringement or other
similar claims will not be asserted against us or one of our content or
technology providers or that such claims will not be successful. We could incur
substantial costs and diversion of management resources with respect to the
defense of any such claims. Furthermore, parties making such claims against us
or a content or technology provider could secure a judgment awarding
substantial damages, as well as injunctive or other equitable relief which
could effectively block our ability to

11
<PAGE>

provide products or services in certain of our markets. Such a judgment could
have a material adverse effect on our business, financial condition and results
of operations. In addition, we cannot assure you that licenses for any
intellectual property of third parties that might be required for our products
or services will be available on commercially reasonable terms, or at all.

Litigation by Merck & Co., Inc. and Merck-Medco Managed Care, L.L.C. against
our company

On February 18, 1999, Merck & Co., Inc. and Merck-Medco Managed Care,
L.L.C. filed a complaint in the Superior Court of New Jersey against our
company, Synetic, Martin J. Wygod, Chairman of our company and Synetic, and
three officers and/or directors of our company and Synetic, Paul C. Suthern,
Roger C. Holstein and Charles A. Mele. The plaintiffs assert that our company,
Synetic and the individual defendants are in violation of certain non-
competition, non-solicitation and other agreements with Merck and Merck-Medco,
and seek to enjoin us and them from conducting our healthcare e-commerce
business and from soliciting Merck-Medco's customers. The Synetic and Wygod
agreements provide an expiration date of May 24, 1999. The other individuals'
agreements provide for expiration in December 1999, in the case of Mr. Suthern,
March 2000, in the case of Mr. Mele, and September 2002, in the case of Mr.
Holstein.

A hearing was held on March 22, 1999 on an application for a preliminary
injunction filed by Merck and Merck-Medco. On April 15, 1999, the Superior
Court denied this application. We believe that Merck's and Merck-Medco's
positions in relation to us and the individual defendants are without merit and
we intend to vigorously defend the litigation. However, the outcome of complex
litigation is uncertain and cannot be predicted at this time. Any unanticipated
adverse result could have a material adverse effect on our company's financial
condition and results of operations.

Our business will suffer if we fail to deal effectively with Year 2000
technology risks

We are not currently aware of any Year 2000 compliance problems relating
to our information technology or non-information technology systems that we
believe would have a material adverse effect on our business, financial
condition and results of operations. There can be no assurance that we will not
discover Year 2000 compliance problems that will require substantial revisions
to our systems, products or services. In addition, there can be no assurance
that third-party software, hardware or services incorporated into our material
information technology and non-information technology systems will not need to
be revised or replaced, all of which could be time consuming and expensive. Any
failure to fix our information technology systems or to replace third-party
software, hardware or services on a timely basis could result in lost revenues,
increased operating costs, the loss of customers and other business
interruptions, any of which could have a material adverse effect on our
business, results of operations and financial condition.

In addition, there can be no assurance that physicians, payers,
suppliers, Internet access companies, third-party service providers, vendors,
business partners and others outside our control will be Year 2000 compliant.
The failure by such entities to be Year 2000 compliant could result in a
systemic failure beyond our control, such as a prolonged Internet or
communications failure, which could also prevent us from delivering our
services to customers, decrease the use of the Internet or prevent users from
accessing our service. Such a failure could have a material adverse effect on
our business, results of operations and financial condition. Also, a general
Year 2000 systemic failure could require healthcare companies to spend large
amounts of money to correct any such failures, reducing the amount of money
that might otherwise be available to be spent on services such as ours.

As the Year 2000 issue has many elements and potential consequences, some
of which are not reasonably foreseeable, the ultimate impact of the Year 2000
on our operations could differ materially from our expectations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000."

12
<PAGE>

Our business will suffer if the integrity and security of our systems is
inadequate

We believe that once we begin to deliver our healthcare e-commerce
services, our business could be harmed if we or our present or future customers
were to experience any system delays, failures or loss of data. We currently
intend to initially process substantially all our customer transactions and
data at our facilities in Cambridge, Massachusetts. Although we intend to have
safeguards for emergencies, the occurrence of a catastrophic event or other
system failure at our facilities could interrupt our operations or result in
the loss of stored data. In addition, we will depend on the efficient operation
of Internet connections from customers to our systems. These connections, in
turn, depend on the efficient operation of Web browsers, Internet service
providers and Internet backbone service providers. In the past, Internet users
have occasionally experienced difficulties with Internet and online services
due to system failures. Any disruption in Internet access provided by third
parties could have a material adverse effect on our business, results of
operations and financial condition. Furthermore, we will be dependent on
hardware suppliers for prompt delivery, installation and service of equipment
used to deliver our services.

Despite the implementation of security measures, our infrastructure may
be vulnerable to damage from physical break-ins, computer viruses, programming
errors, attacks by hackers or similar disruptive problems. A material security
breach could damage our reputation or result in liability to us. We will retain
confidential customer and patient information in our processing center. An
experienced computer user who is able to access our computer systems could gain
access to confidential patient and company information. Furthermore, we may not
have a timely remedy to secure our system against any hacker who has been able
to penetrate our system. Therefore, it is critical that our facilities and
infrastructure remain and are perceived by the marketplace to be secure. The
occurrence of any of these events could result in the interruption, delay or
cessation of service, which could have a material adverse effect on our
business, results of operations and financial condition.

A significant barrier to electronic commerce and communications are the
issues presented by the secure transmission of confidential information over
public networks. We will rely on encryption and authentication technology
licensed from third parties to secure Internet transmission of and access to
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments will not result in a compromise or breach of the methods we will
use to protect customer transaction data. A party who is able to circumvent our
security measures could misappropriate or alter proprietary information or
cause interruptions in our operations. If any such compromise of our security
or misappropriation of proprietary information were to occur, it could have a
material adverse effect on our business, financial condition, and results of
operations. We may be required to expend significant capital and other
resources to protect against such security breaches or to alleviate problems
caused by security breaches. We may also be required to spend significant
resources and encounter significant delays in upgrading our systems to
incorporate more advanced encryption and authentication technology as it
becomes available. Concerns over the security of the Internet and other online
transactions and the privacy of users may also inhibit the growth of the
Internet and other online services generally, and our services in particular,
especially as a means of conducting commercial and/or healthcare-related
transactions. There can be no assurance that our security measures will prevent
security breaches or that failure to prevent such security breaches will not
have a material adverse effect on our business, prospects, financial condition,
and results of operations.

Our operations will also be dependent on the development and maintenance
of software. Although we intend to use all necessary means to ensure the
efficient and effective development and maintenance of software, both
activities are extremely complex and thus frequently characterized by
unexpected problems and delays.

13
<PAGE>

We will need to expand our management information systems and personnel to meet
the increased demands of our business

Although our existing management information systems are sufficient to
meet our current needs, we intend to acquire new systems to meet the
requirements of our expanded operations. These systems need, among other
requirements, to capture complex information. There can be no assurance that
these new management information systems, when installed, will be sufficient to
meet our needs. In addition, we may experience interruptions of service when we
transition from our existing systems to new ones. Our ability to achieve our
financial and operational objectives also depends on our ability to continue to
hire, retain and motivate highly qualified technical and customer support
personnel. A competitive environment exists for qualified personnel and we
cannot assure you that we will be able to expand our personnel to meet any
increased demands of our business.

Government regulation of the Internet or healthcare e-commerce services could
adversely affect our business

Our services may be subject to extensive and frequently changing
regulation at federal, state and local levels. The Internet and its associated
technologies are also subject to government regulation. Many existing laws and
regulations, when enacted, did not anticipate the methods of healthcare e-
commerce we are developing. We believe, however, that these laws and
regulations may nonetheless be applied to our healthcare e-commerce business.
Accordingly, our healthcare e-commerce business may be affected by current
regulations as well as future regulations specifically targeted to this new
segment of the healthcare industry.

We expect to conduct our healthcare e-commerce business in substantial
compliance with all material federal, state and local laws and regulations
governing our operations. However, the impact of regulatory developments in the
healthcare industry is complex and difficult to predict, and there can be no
assurance that we will not be materially adversely affected by existing or new
regulatory requirements or interpretations. It is also possible that such
requirements or interpretations could limit the effectiveness of the use of the
Internet for the methods of healthcare e-commerce we are developing or even
prohibit the sale of one or more of our services. Application of any such
regulations or requirements to our business could have a material adverse
effect on our business, financial condition or results of operations. See
"Business--Government Regulation."

Changes in the regulatory and economic environment and consolidation in the
healthcare industry could adversely affect our business

The healthcare industry is highly regulated and is subject to changing
political, economic and regulatory influences. These factors affect the
purchasing practices and operation of healthcare organizations. Changes in
current healthcare financing and reimbursement systems could cause us to make
unplanned enhancements of applications or services, or result in delays or
cancellations of orders or in the revocation of endorsement of our services by
healthcare participants. Federal and state legislatures have periodically
considered programs to reform or amend the U.S. healthcare system at both the
federal and state level. These programs may contain proposals to increase
governmental involvement in healthcare, lower reimbursement rates or otherwise
change the environment in which healthcare industry participants operate.
Healthcare industry participants may respond by reducing their investments or
postponing investment decisions, including investments in our services. We do
not know what effect any of these proposals would have on our business.

Many healthcare industry participants are consolidating to create
integrated healthcare delivery systems with greater market power. As the
healthcare industry consolidates, competition to provide products and services
to industry participants will become more intense and the importance of
establishing a relationship with each industry participant will become greater.
These industry participants may try to use their market power to negotiate
price reductions for our products and services. If we were forced to reduce our
prices, our operating results could suffer if we cannot achieve corresponding
reductions in our expenses.

14
<PAGE>

Our company will be controlled by Synetic and Synetic will be able to elect all
directors and approve all corporate transactions; this relationship may give
rise to conflicts of interest

Immediately prior to the offering, Synetic was the indirect owner of
80.1% of our outstanding common stock. Upon completion of the offering and the
concurrent private sale of approximately 645,000 shares of our common stock to
Cerner, Synetic will own approximately 72.9% of our outstanding common stock
and will therefore retain effective control of our company and will be able to
control the vote on matters submitted to our stockholders and will also be able
to elect all of our directors. In addition, the majority of our directors and
officers are also directors or officers of Synetic and may have conflicts of
interest with respect to certain transactions that may affect our company, such
as transactions involving business dealings between our company and Synetic,
acquisition opportunities, the issuance of additional shares of our common
stock and other matters involving conflicts which cannot now be foreseen.
Officers and directors of our company also beneficially own and have been
granted options to purchase shares of Synetic common stock.

The level of ownership of our outstanding common stock by Synetic may
have the effect of discouraging or making more difficult, absent the support of
Synetic, a proxy contest, a merger involving our company, a tender offer, an
open-market purchase program or other purchases of our common stock that could
give our stockholders the opportunity to realize a premium over the then-
prevailing market price of their shares of common stock. See "Transactions and
Relationships with Principal Stockholders."

We may need to obtain future capital

We expect that the money generated from this offering, combined with our
current cash resources, will be sufficient to meet our requirements for
approximately 24 months. However, we may need to raise additional financing to
support expansion, develop new or enhanced applications and services, respond
to competitive pressures, acquire complementary businesses or technologies or
take advantage of unanticipated opportunities. We may need to raise additional
funds by selling debt or equity securities, by entering into strategic
relationships or through other arrangements. However, there can be no assurance
that we will be able to raise any additional amounts on reasonable terms, or at
all, when they are needed.

Future sales of shares of our common stock could affect our stock price

Prior to this offering, there has been no public market for our common
stock. No information is currently available and no prediction can be made as
to the timing or amount of future sales of shares, or the effect, if any, that
market sales of shares or the availability of shares for sale will have on the
market price prevailing from time to time. Nevertheless, sales of substantial
amounts of our common stock, including shares issuable upon exercise of stock
options or warrants, in the public market after the lapse of the legal and
contractual restrictions, including lock-up agreements, described below, or the
perception that such sales may occur, could materially and adversely affect the
prevailing market prices for our common stock and our ability to raise equity
capital in the future. See "Shares Eligible for Future Sale."

As a result of legal and contractual restrictions as described under the
caption "Shares Eligible for Future Sale," additional shares will be available
for sale in the public market as follows:

. no shares of common stock, other than those sold hereby and not
held by affiliates, will be available for immediate sale in the
public market on the date of this prospectus,

. any shares of common stock sold hereby and purchased by affiliates
will be eligible for sale 90 days after the date of this
prospectus, subject to the volume, manner of sale and reporting
requirements of Rule 144,

15
<PAGE>

. 50,062,500 shares of our common stock held by Synetic, excluding
shares of our common stock purchased in connection with our
acquisition of Med-Link, will be eligible for sale upon expiration
of the lock-up agreements 180 days after the date of this
prospectus, subject to the volume, manner of sale and reporting
requirements of Rule 144,

. 12,437,500 shares of our common stock acquired by Cerner prior to
this offering, excluding shares of our common stock purchased in
connection with our acquisition of Med-Link, will be eligible for
sale, subject to the volume, manner of sale and reporting
requirements of Rule 144, after January 2, 2000. These shares may
also be sold pursuant to Cerner's registration rights after
January 2, 2001, if not previously sold pursuant to Rule 144 or
another exemption from registration under the Securities Act,

. approximately 645,000 shares of our common stock to be purchased
by Cerner in the private transaction concurrently with this
offering will be eligible for sale one year after the date of this
prospectus, subject to the volume, manner of sale and reporting
requirements of Rule 144, and

. 875,000 shares of our common stock purchased by Synetic and Cerner
in connection with our acquisition of Med-Link will be eligible
for sale after May 23, 2000, subject to the volume, manner of sale
and reporting requirements of Rule 144.

In addition, THINC and Cerner own warrants exercisable for an aggregate
of 5,067,563 shares of our common stock, which warrants cannot be exercised
until 180 days after the completion of this offering. We will also issue to
Cerner 2,503,125 shares of our common stock on or after February 15, 2001 at a
price of $.01 per share if we realize specified levels of physician usage of
our services.

Although we have agreed, in connection with this offering and subject to
certain exceptions, not to sell or otherwise dispose of any shares of our
common stock or other securities that can be converted into or exchanged for
shares of our common stock during the 180-day period after the date of this
prospectus without the prior written consent of Merrill Lynch, we may issue and
file a registration statement with respect to shares of our common stock at any
time in connection with investments in, acquisitions of, or mergers,
combinations or other strategic relationships with, other companies. See
"Underwriting."

We plan to file a registration statement to register 7,500,000 shares of
common stock reserved for issuance under our stock option plans. See
"Management -- Compensation Pursuant to Plans and Arrangements of the
Company -- Stock Option Plans." Once registered, persons acquiring such shares
upon exercise of their options, whether or not they are affiliates, will be
permitted to resell their shares in the public market without regard to the
Rule 144 holding period.

There has been no public market for our common stock

Prior to this offering, there has been no public market for our common
stock. We have filed an application to list the common stock for trading on the
Nasdaq National Market System. We do not know the extent to which investor
interest in our company will lead to the development of a trading market for
the common stock or how the common stock will trade in the future. Our company
and the underwriters will negotiate to determine the initial public offering
price. You may not be able to resell your shares at or above the initial public
offering price due to a number of factors, including:

. actual or anticipated quarterly variations in our operating
results;

. changes in expectations as to our future financial performance or
changes in financial estimates, if any, of securities analysts;

. announcements of new products or services or technological
innovations;

16
<PAGE>

. announcements relating to strategic relationships;

. customer relationship developments;

. conditions generally affecting the Internet or healthcare
industries;

. success of our operating strategy;

. competition from healthcare information software vendors,
healthcare electronic data interchange network companies,
nationwide and regional providers of information technology
consulting services and new technology; and

. the operating and stock price performance of other comparable
companies.

The price for our common stock may be volatile

The stock market recently has experienced significant volatility that
often has been unrelated or disproportionate to the operating performance of
particular companies. These broad market and industry fluctuations may
adversely affect the trading price of our common stock, regardless of our
actual operating performance.

You will suffer substantial dilution and our current stockholders will benefit
from this offering

New investors in this offering will experience an immediate and
substantial dilution of $13.61 per share, assuming an initial public offering
price of $15.00 per share and the concurrent private sale of an estimated
645,000 shares of our common stock to Cerner at a price of $15.00 per share,
less the underwriting discount. This offering will also create a public market
for the resale of shares held by existing investors, and substantially increase
the market value of those shares. In addition, the issuance by our company of
additional securities, including common stock or securities convertible into
common stock, the exercise of warrants currently held by Cerner and THINC, or
the exercise of employee stock options or officer stock options, could result
in substantial dilution of the percentage ownership of our stockholders at the
time of any such issuance and substantial dilution of our company's earnings
per share. See "Dilution."

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements relating to our
operations that are based on management's current expectations, estimates and
projections about our company, and the healthcare e-commerce industry. Words
such as "expects," "intends," "plans," "projects," "believes," "estimates,"
"anticipates" and variations of these words and similar expressions are used to
identify such forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
that are difficult to predict. Further, certain forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. We undertake no
obligation, and do not intend, to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
A number of important factors could cause actual results to differ materially
from those indicated by such forward-looking statements. Such factors include
those set forth in this prospectus under the heading "Risk Factors."

17
<PAGE>

USE OF PROCEEDS

We estimate the net proceeds from the sale of 5,650,000 shares of common
stock in connection with this offering will be approximately $77,817,500 based
on an assumed initial public offering price of $15.00 per share. We estimate
the net proceeds will be $89,640,125 if the underwriters' over-allotment option
is exercised in full. In addition, the net proceeds from the sale of shares of
common stock to Cerner in a separate, private transaction concurrently with
this offering will be $9,000,000. We currently intend to use the net proceeds
from this offering and the private sale to Cerner for working capital,
including financing the cost of product development and deployment, increased
sales and marketing activities, and for general corporate purposes. We may use
a portion of the net proceeds to fund, acquire or invest in complementary
businesses or technologies, although we have no present commitments with
respect to any acquisition or investment.

Pending use of the net proceeds of the offering, we intend to invest such
proceeds in U.S. government or investment-grade marketable securities.

DIVIDEND POLICY

We currently intend to retain any earnings to finance the development and
expansion of our business and do not anticipate paying any cash dividends in
the foreseeable future. Any declaration and payment of dividends would be
subject to the discretion of our board of directors. Any future determination
to pay dividends will depend on our results of operations, financial condition,
capital requirements, contractual restrictions and other factors deemed
relevant at the time by the board of directors.

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<PAGE>

CAPITALIZATION

The following table sets forth as of March 31, 1999

. the actual capitalization of our company,

. the pro forma capitalization of our company after giving effect to
the acquisition of Med-Link and the related issuance by us of 875,000
shares of our common stock to Synetic and Cerner for $14,000,000,
which we used to acquire Med-Link, and

. the pro forma as adjusted capitalization of our company after giving
effect to the receipt of the estimated net proceeds from the sale of
the 5,650,000 shares of common stock offered to the public hereby at
the assumed initial public offering price of $15.00 per share and the
concurrent sale by us of an estimated 645,000 shares of common stock
that Cerner has agreed to purchase directly from us in a separate,
private transaction.

<TABLE>
<CAPTION>
March 31, 1999 (in
thousands)
(unaudited)
------------------------------
Pro Forma
As
Actual Pro Forma Adjusted
-------- --------- ---------
<S> <C> <C> <C>
Cash and cash equivalents................... $ 5,058 $ 5,240 $ 92,058
======== ======== ========
Stockholders' equity:
Preferred Stock, $.01 par value,
30,000,000 shares authorized; none issued
and outstanding.......................... -- -- --
Common stock, $.01 par value, 300,000,000
shares authorized; 62,500,000 shares
issued and outstanding; 63,375,000 shares
issued and outstanding pro forma;
69,670,000 issued and outstanding pro
forma as adjusted (1).................... 625 634 697
Paid-in capital........................... 108,798 122,789 209,544
Deficit accumulated during the development
stage.................................... (68,173) (68,173) (68,173)
-------- -------- --------
Total stockholders' equity............... 41,250 55,250 142,068
-------- -------- --------
Total capitalization.................... $ 41,250 $ 55,250 $142,068
======== ======== ========
</TABLE>
- --------

(1) Excludes 4,000,000 shares of common stock which may be issued upon the
exercise of options outstanding on the date of this prospectus granted
pursuant to our employee stock option plan or our officer stock option plan
and an additional 3,500,000 shares of common stock reserved for issuance
pursuant to these plans. The weighted average exercise price of all options
outstanding on the date of this prospectus is the initial public offering
price per share. Also excludes an aggregate of 5,067,563 shares of common
stock which may be issued from time to time upon the exercise of the THINC
and Cerner warrants and 2,503,125 shares of common stock which will be
issued on or after February 15, 2001 to Cerner at a price of $.01 per share
if we realize a specified level of physician usage of our services. See
"Management," "Security Ownership of Management" and "Transactions and
Relationships with Principal Stockholders."

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<PAGE>

DILUTION

As of March 31, 1999, our pro forma net tangible book value was
$10,364,000 or $.16 per share. "Net tangible book value" per share represents
the amount of total tangible assets less total liabilities of our company,
divided by the total number of shares of our common stock outstanding. The pro
forma net tangible book value per share as of March 31, 1999 gives effect to
our acquisition of Med-Link and the related sale by us of 875,000 shares of our
common stock to Synetic and Cerner. After giving effect to the receipt of the
estimated net proceeds from the sale of 5,650,000 shares offered to the public
hereby at an assumed initial public offering price of $15.00 per share and from
the concurrent, private sale by us of an estimated 645,000 shares of common
stock to Cerner, our pro forma as adjusted net tangible book value as of March
31, 1999 would have been approximately $97,181,500 or $1.39 per share. This
represents an immediate increase in such pro forma net tangible book value of
$1.23 per share to the existing stockholders and an immediate dilution of
$13.61 per share to new investors. The following table illustrates this per
share dilution.

<TABLE>
<S> <C> <C>
Initial public offering price per share......................... $15.00
Pro forma net tangible book value per share before the
offering..................................................... .16
Increase per share attributable to new investors in the
offering..................................................... 1.12
Increase per share attributable to concurrent private sale of
645,000
shares of our common stock to Cerner......................... .11
Pro forma as adjusted net tangible book value per share after
the offering................................................... 1.39
------
Dilution per share to new investors............................. $13.61
</TABLE>

The following table summarizes, on the pro forma basis set forth above,
as of March 31, 1999, the relative investment of the existing stockholders, new
investors and Cerner.

<TABLE>
<CAPTION>
Total Cash
Shares Purchased Consideration
------------------ -------------------- Average Price
Number Percent Amount Percent per Share
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing Stockholders... 63,375,000 91.0% $100,923,000 51.9% $1.59
New Investors in this
offering............... 5,650,000 8.1% 84,750,000 43.5% 15.00
Cerner in a concurrent
private transaction.... 645,000 0.9% 9,000,000 4.6% 13.95
---------- ----- ------------ -----
Total............... 69,670,000 100.0% $194,673,000 100.0%
</TABLE>

The above computations do not include 4,000,000 shares of common stock
which may be issued upon the exercise of options outstanding on the date of
this prospectus granted pursuant to our employee stock option plan or our
officer stock option plan and an additional 3,500,000 shares of common stock
reserved for issuance pursuant to these plans. The weighted average exercise
price of all options outstanding on the date of this prospectus is the initial
public offering price per share. See "Management." These computations also do
not include 5,067,563 shares of common stock that may be issued from time to
time upon the exercise of the warrants held by THINC and Cerner at a weighted
average exercise price of $4.00 per share and 2,503,125 shares of common stock
which may be issued on or after February 15, 2001 to Cerner at a price of $.01
per share if our business realizes certain performance levels.

20
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
(in thousands, except share data)

The selected financial data for our company set forth below as of June
30, 1997 and June 30, 1998 and for the period from Inception (December 24,
1996) through June 30, 1997 and for the year ended June 30, 1998 have been
derived from our audited consolidated financial statements included elsewhere
in this prospectus. The selected financial data related to the statement of
operations for the predecessor business of Avicenna Systems Corporation set
forth below for the year ended December 31, 1995, for the period January 1,
1996 through December 23, 1996 and for the cumulative period from Inception
(September 20, 1994) through December 23, 1996 of Avicenna Systems Corporation
have been derived from the audited financial statements of Avicenna Systems
Corporation included elsewhere in this prospectus. The selected financial data
for the predecessor business of Avicenna Systems Corporation set forth below
for the period from Inception (September 20, 1994) through December 31, 1994
and all the balance sheet data of Avicenna Systems Corporation have been
derived from the audited financial statements of Avicenna Systems Corporation
not included in this prospectus. The selected financial data for our company as
of March 31, 1999, for the nine-month periods ended March 31, 1998 and 1999 and
for the cumulative period from Inception (December 24, 1996) through March 31,
1999 are derived from our unaudited consolidated financial statements which, in
the opinion of our management, include all normal and recurring adjustments
necessary to present fairly the financial position and the results of
operations of our company for those periods. The operating results for the nine
months ended March 31, 1999 are not necessarily indicative of the operating
results to be expected for the full year. The selected financial data presented
below should be read in conjunction with the financial statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for both our company and the predecessor business of
Avicenna Systems Corporation included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Avicenna Systems Corporation
Predecessor Business CareInsite, Inc.
--------------------------------------- -----------------------------------------------------------
Period Cumulative Period Nine Cumulative
from Period from from months from
inception from inception inception ended inception
(9/20/94) Year 01/01/96 (09/20/94) (12/24/96) Year March 31, (12/24/96)
through ended through through through ended ----------------- through
12/31/94 12/31/95 12/23/96 12/23/96 06/30/97 06/30/98 1998 1999 03/31/99
--------- -------- -------- ---------- ---------- -------- ------- -------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Service revenue (related
party)................. $ -- $ -- $ 20 $ 20 $ -- $ -- $ -- $ 213 $ 213
Cost of services
(related party)........ -- -- -- -- -- -- -- 213 213
Costs & expenses
Research &
development........... 16 86 1,161 1,263 7,652 4,762 3,976 8,720(/1/) 21,134(/1/)
Sales & marketing...... 9 12 1,297 1,318 1,150 1,733 1,232 1,427 4,310
General &
administrative........ 7 69 860 936 1,379 3,887 2,589 2,944 8,210
Litigation costs....... -- -- -- -- -- -- -- 2,500(/2/) 2,500(/2/)
Other income, net...... -- -- -- -- (9) (47) (7) (110) (166)
Acquired in-process
research &
development........... -- -- -- -- 32,185(/3/) -- -- -- 32,185(/3/)
------ ------ ------- ------- -------- -------- ------- -------- --------
Total costs &
expenses............ 32 167 3,318 3,517 42,357 10,335 7,790 15,694 68,386
------ ------ ------- ------- -------- -------- ------- -------- --------
Net loss................ $ (32) $ (167) $(3,298) $(3,497) $(42,357) $(10,335) $(7,790) $(15,481) $(68,173)
Preferred stock
dividends.............. -- -- (241) (241) -- -- -- -- --
Net loss applicable to
common stockholders.... $ (32) $ (167) $(3,539) $(3,738) $(42,357) $(10,335) $(7,790) $(15,481) $(68,173)
====== ====== ======= ======= ======== ======== ======= ======== ========
Basic and diluted net
loss per share
applicable to common
stockholders........... $(0.08) $(0.44) $ (9.34) $ (9.86) $ (0.85) $ (0.21) $ (0.16) $ (0.29) $ (1.33)
Weighted average shares
outstanding
(basic & diluted)...... 379 379 379 379 50,063 50,063 50,063 54,208 51,444
</TABLE>

(Footnotes on following page)

21
<PAGE>

<TABLE>
<CAPTION>
Avicenna Systems Corporation
Predecessor Business CareInsite, Inc.
--------------------------------- ------------------------------
12/31/94 12/31/95 12/23/96 06/30/97 06/30/98 03/31/99
--------- --------- ---------- -------- -------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital (defi-
cit)................... $ (32) $ 998 $ (1,257) $(1,592) $ 775 $ 4,342
Total assets............ -- 1,201 1,263 3,476 10,833 43,935
Stockholders' equity
(deficit).............. (32) (206) (3,744) 1,566 7,798 41,250
</TABLE>
- --------

22
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial
statements and notes thereto. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in forward-looking statements. See
"Risk Factors."

Overview

Our healthcare e-commerce services are still under development and no
revenues have been generated from the sale of these services. Additionally, the
market for our products and services is unproven. These factors make it
difficult to evaluate our business and prospects. We have incurred substantial
operating losses since our inception and there can be no assurance that we will
generate significant revenues or profitability in the future. We intend to
significantly increase our expenditures primarily in the areas of development,
sales and marketing, data center operations and customer support. As a result,
we expect to incur substantial operating losses for at least the next two
fiscal years.

We expect to generate a significant portion of our revenue from payers
and suppliers who are expected to pay initial set-up and ongoing maintenance
fees associated with organizing, loading and maintaining their content,
transaction fees for the transmission of payer content to physicians and
transaction fees for lab orders/results and prescription routing. We also
expect to generate revenue from physicians who are expected to pay a monthly
fee for access to a range of our services.

We believe that management has a unique understanding of the economic
leverage inherent in facilitating the automation of certain clinical,
administrative and financial processes. Accordingly, our company also intends
to contract with payers and suppliers to guarantee them incremental cost
savings from the use of certain of our services. In some cases, we intend to
share in any cost savings in excess of the guaranteed cost savings. The amount
and timing of transaction revenue generated under these arrangements may be
impacted by our guarantee of cost savings.

On December 24, 1996, Synetic acquired Avicenna Systems Corporation, a
privately held company that marketed and built Intranets for managed healthcare
plans, integrated healthcare delivery systems and hospitals. The acquisition of
Avicenna marked the inception of Synetic's healthcare electronic commerce
business. On January 23, 1997 Synetic acquired CareAgents, Inc., a privately
held company engaged in developing Internet-based clinical commerce
applications. On November 24, 1998, Synetic formed CareInsite, Inc. (formerly
Synetic Healthcare Communications, Inc.). On January 2, 1999, Synetic
contributed the stock of CareAgents to Avicenna. Concurrently, Avicenna
contributed the stock of CareAgents and substantially all of Avicenna's other
assets and liabilities to our company. Synetic continues to hold its interest
in our company through Avicenna. Synetic has also contributed $10,000,000 in
cash to our company. The transactions resulting in our formation have been
accounted for using the carryover basis of accounting and our company's
financial statements include the accounts and operations of Avicenna and
CareAgents for all periods presented from the date each entity was acquired. In
October, 1998, we entered into agreements in principle with THINC and Cerner.
Definitive agreements with THINC and Cerner were entered into in January 1999.

Effect of Recent Transactions

In January 1999, our company, THINC, and THINC's founding members,
Greater New York Hospital Association, Empire Blue Cross and Blue Shield, Group
Health Incorporated and HIP Health Plans entered into definitive agreements and
consummated a transaction for a broad strategic alliance. Under this
arrangement, among other things, our company:

23
<PAGE>

. acquired a 20% ownership interest in THINC in exchange for
$1,500,000 in cash and a warrant to purchase an aggregate of
4,059,118 shares of common stock of our company at an exercise
price of $4.00 per share, referred to as the THINC warrant;

. agreed to extend up to $2,000,000 and $1,500,000 in senior loans
to THINC;

. entered into a Management Services Agreement with THINC pursuant
to which our company will manage all operations of THINC,
including, as part of our services, providing THINC with certain
content and messaging services, and THINC will provide our company
with the right to deploy our prescription and laboratory
communication services on the THINC network on behalf of the
payers;

. licensed to THINC our content and messaging services for use over
the THINC network; and

. entered into Clinical Transaction Agreements with each of Empire,
Group Health Incorporated and HIP, who we refer to together as the
"THINC Payers," to provide online prescription and laboratory
communication services.

The estimated fair value of the THINC warrant at the date issued was
approximately $1,700,000, as determined using the Black-Scholes option pricing
model. We will account for our investment in THINC using the equity method of
accounting. For the twelve months ended December 31, 1998, THINC incurred a net
loss of approximately $4,837,000. We anticipate that THINC will continue to
incur losses over the next eighteen months. The carrying value of our
investment in THINC exceeds our pro rata share of the net assets of THINC. This
excess of $2,880,000 will be amortized over a ten-year period.

In January 1999, our company also entered into definitive agreements and
consummated a transaction with Cerner for a broad strategic alliance. Under
this arrangement, our company, among other things, obtained a perpetual,
royalty-free license to certain Cerner technology in exchange for a 19.9%
equity interest in our company. Such equity interest is subject to certain
restrictions on transfer and other adjustments. In addition, we have issued to
Cerner a warrant to purchase up to 1,008,445 shares of common stock at
$4.00 per share, exercisable only in the event THINC exercises its warrant.
Also, we will issue to Cerner 2,503,125 shares of our common stock on or after
February 15, 2001 at a price of $.01 per share if we realize a specified level
of physician usage of our services. The software acquired from Cerner was
valued at approximately $20,800,000 based on the value of the equity
consideration as determined using an income approach valuation methodology. In
connection with our strategic relationship with Cerner, we sold Cerner a
beneficial interest to 2% of THINC. As beneficial owner, Cerner will receive
any dividends, income and liquidation or disposition proceeds related to their
2% interest. However, we will remain the owner of record, will exercise voting
rights and will have the right to sell, transfer, exchange, encumber or
otherwise dispose of this 2% interest in THINC. Additionally, Cerner has agreed
to fund $1,000,000 of our $2,000,000 senior loan to THINC. We have also entered
into a marketing agreement with Cerner that allows for the marketing and
distribution of our services to the physicians and providers associated with
more than 1,000 healthcare organizations who currently utilize Cerner's
clinical and management information system. In addition, Cerner committed to
make available engineering and systems architecture personnel and expertise to
accelerate the deployment of our services, as well as ongoing technical support
and future enhancements to the Cerner technology.

On May 24, 1999, we completed the acquisition of Med-Link, a provider of
electronic data interchange services based in Somerset, New Jersey. Med-Link
had net sales of approximately $3,076,000 and a net loss of approximately
$1,876,000 for the twelve months ended December 31, 1998. The purchase price
for the outstanding capital stock of Med-Link was $14,000,000 in cash. The
acquisition was funded through the sale of 875,000 shares of our common stock
at a price of $16.00 per share for total proceeds of $14,000,000. Of these
875,000 shares sold, Synetic purchased 700,875 shares and Cerner purchased
174,125 shares. The acquisition will be accounted for using the purchase method
of accounting.

24
<PAGE>

Results of Operations -- CareInsite

Nine Months Ended March 31, 1999 Compared to Nine Months Ended March 31, 1998

Service revenue (related party) of $213,000 consisted of management
services which we provided to THINC pursuant to the CareInsite/THINC operating
agreement effective in January 1999.

Cost of services (related party) of $213,000 consisted primarily of
employee compensation and benefits expense for those employees directly
supporting the THINC business.

Research and development expenses consist primarily of employee
compensation, the cost of consultants and other direct expenses incurred in the
development of our product. These expenses were $8,720,000 for the nine months
ended March 31, 1999 and $3,976,000 for the nine months ended March 31, 1998.
Research and development expenses for the nine months ended March 31, 1999
include a $2,381,000 write-off of capitalized software costs which relate to
the abandonment of our development efforts with respect to certain of our
products and services. Those efforts were abandoned as a result of encountering
a high risk development issue associated with integrating those products and
services with the acquired Cerner technology. Excluding this write-off of
capitalized software, total expenditures for research and development,
including amounts capitalized, were $14,108,000 for the nine months ended March
31, 1999 and $6,516,000 for the nine months ended March 31, 1998. The increase
in total expenditures was related to the purchase of third party licenses, as
well as increases in development personnel and outside consultants. Of the
total expenditures, $7,769,000 was capitalized during the nine months ended
March 31, 1999 and $2,540,000 was capitalized during the nine months ended
March 31, 1998. Our policy is to capitalize software development costs once
technological feasibility has been established.

Sales and marketing expenses consist primarily of salaries and benefits,
travel for sales, marketing and business development personnel, and promotion
related expenses such as advertising, marketing materials, and tradeshows.
Sales and marketing expenses were $1,427,000 for the nine months ended March
31, 1999 and $1,232,000 for the nine months ended March 31, 1998. The increase
reflects the addition of payer oriented marketing staff partially offset by the
elimination of the remaining advertising and Intranet sales and marketing
personnel. Included in sales and marketing expenses are charges from Synetic of
$494,000 for the nine months ended March 31, 1999 and $422,000 for the nine
months ended March 31, 1998. These charges represent an allocation of
compensation costs for Synetic's personnel who devote a majority of their time
to our company, and primarily relate to business development and marketing
support services.

General and administrative expenses consist primarily of compensation for
legal, finance, management and administrative personnel. General and
administrative expenses were $2,944,000 for the nine months ended March 31,
1999 and $2,589,000 for the nine months ended March 31, 1998. The increase in
general and administrative expenses of $355,000 resulted primarily from
increased costs associated with supporting the growth in our research and
development efforts. Included in general and administrative expenses are
charges from Synetic of $253,000 for the nine months ended March 31, 1999 and
$141,000 for the nine months ended March 31, 1998. These charges represent an
allocation of compensation costs for Synetic's personnel who devote a majority
of their time to our company, and primarily relate to administrative and legal
services. The increase in these allocated expenses is due to increased staffing
to support our business. We expect to hire additional personnel and incur
additional costs related to becoming a public company. Accordingly, we intend
to increase the absolute dollar level of general and administrative expenses in
future periods.

We recorded $2,500,000 in litigation charges for the nine months ended
March 31, 1999, related to our ongoing defense against assertions that we
violated certain agreements with Merck & Co., Inc. and Merck-Medco Managed
Care, L.L.C. See "Risk Factors -- Litigation by Merck & Co., Inc., and Merck-
Medco Managed Care, L.L.C. against our company."

25
<PAGE>

Year Ended June 30, 1998 Compared to Period from Inception (December 24, 1996)
Through June 30, 1997

Research and development expenses were $4,762,000 for the year ended June
30, 1998 and $7,652,000 and for the period from inception (December 24, 1996)
through June 30, 1997. Total expenditures for research and development,
including amounts capitalized, were $9,386,000 for the year ended June 30, 1998
and $8,000,000 and for the period from inception (December 24, 1996) through
June 30, 1997. The increase in total expenditures was primarily due to the
longer fiscal period and a significant increase in research and development
personnel. This increase was partially offset by the write-off of $5,228,000 in
costs associated with the acquisitions of rights to certain intellectual
property and software technologies in the period from Inception (December 24,
1996) through June 30, 1997 for which there was no comparable write-off for the
year ended June 30, 1998. This write-off primarily related to payments for a
royalty-free perpetual license for pharmacy -- and prescription -- related
software applications, together with the supporting documentation. We licensed
these assets for use in developing certain components of our computer
applications. As we had not established the technological feasibility of our
applications prior to the date the license was acquired, and there was no
alternative future use of the licensed technology, the entire cost was charged
to research and development expense. Research and development costs capitalized
for the year ended June 30, 1998 and for the period from inception (December
24, 1996) through June 30, 1997 were $4,624,000 and $348,000, respectively.

Sales and marketing expenses were $1,733,000 for the year ended June 30,
1998 and $1,150,000 for the period from inception (December 24, 1996) through
June 30, 1997. The increase reflects the impact of the longer fiscal period
partially offset by a reduction in advertising and Intranet sales and marketing
personnel. This reduction is reflective of our change in the business model
from the development of Intranets and the generation of advertising revenue
from pharmaceutical and medical device manufacturers who advertise on these
Intranets to our focus on clinical e-commerce. Included in sales and marketing
expenses are charges from Synetic of $575,000 for the year ended June 30, 1998
and $206,000 for the period from inception (December 24, 1996) through June 30,
1997. These charges represent an allocation of compensation costs for personnel
who devote a majority of their time to our company, and primarily relate to
business development and marketing support services. The increase in these
allocated expenses is primarily due to the longer fiscal period and to a lesser
extent, increased staffing to support our business.

General and administrative expenses were $3,887,000 for the year ended
June 30, 1998 and $1,379,000 for the period from inception (December 24, 1996)
through June 30, 1997, respectively. The increase in general and administrative
expenses of $2,508,000 resulted primarily from the longer fiscal period and
increased occupancy costs. Included in general and administrative expenses are
charges from Synetic of $261,000 for the year ended June 30, 1998 and $24,000
for the period from inception (December 24, 1996) through June 30, 1997. These
charges represent an allocation of compensation costs for personnel who devote
a majority of their time to our company, and primarily relate to administrative
and legal services. The increase in these allocated expenses is primarily due
to the longer fiscal period and, to a lesser extent, increased staffing to
support our business.

Purchased research and development for the period from inception
(December 24, 1996) through June 30, 1997 was $32,185,000. This relates to the
write-off of the portion of the purchase price allocated to acquired in-process
research and development for the Avicenna and Care Agents acquisitions.

Results of Operations -- Avicenna (predecessor business)

Period from January 1, 1996 through December 23, 1996 Compared to Year Ended
December 31, 1995

Research and development expenses were $1,161,000 for the period from
January 1, 1996 through December 23, 1996 and $86,000 for the year ended
December 31, 1995. The increase in total expenditures was primarily due to a
significant increase in the number of research and development personnel
resulting in increased compensation, benefits, recruitment and other personnel
related expenses.

26
<PAGE>

Sales and marketing expenses were $1,297,000 for the period from January
1, 1996 through December 23, 1996 and $12,000 for the year ended December 31,
1995. The increase is due to the increase in staffing along with deploying
marketing programs, advertising and travel relating to the Intranet sales
business.

General and administrative expenses were $860,000 for the period from
January 1, 1996 through December 23, 1996 and $69,000 for the year ended
December 31, 1995. Most of the increase in expenditures was due to additional
general and administrative personnel working in legal, finance and
administrative functions. Additional cost increases include consulting, public
relations, rent, and depreciation.

Acquired In-Process Research and Development -- CareInsite

In connection with the acquisitions of Avicenna and CareAgents, we
allocated a portion of each purchase price to acquired in-process research and
development. The amount allocated to acquired in-process research and
development for each of these acquisitions was determined based on an income
approach valuation methodology. For both Avicenna and CareAgents a nine year
forecast of revenues and costs attributable to the acquired technology was
prepared. The nine year projection period was consistent with the expected
useful lives of the technology under development. The resulting operating cash
flows were then reduced by working capital and capital expenditures and
discounted to present value based on a discount rate of 30% for Avicenna and
50% for CareAgents. These different discount rates were used because, at the
time of acquisition, Avicenna had commenced operations, had more than 30
employees and had received financing. In contrast, CareAgents, at the time of
acquisition, had not commenced operations, had no employees other than its
stockholders, and had not received any financing. These amounts have been
expensed on the respective acquisition dates as the in-process research and
development had not reached technological feasibility and had no alternative
future use. A description of the acquired in-process research and development
and the estimates made by us is set forth below.

Avicenna. Avicenna's business plan was to design and market Intranets to
provider organizations to provide communication and reference capabilities to
these organizations. Doctors in these organizations would communicate via e-
mail and forum groups with centralized medical reference information with the
objective of reducing costs in a managed care environment. The fundamental
technology plan was to develop a client/server based application to allow
hospital affiliated doctors to access a local Intranet that housed medical
reference information, in-house policies and procedures, and communication
among the various parties. This required development of electronic search,
medical reference material storage and communication capabilities such as
forums and e-mail. The revenue model had been, prior to acquisition, primarily
one based on pharmaceutical and medical device manufacturer's advertising fees
on these Intranets. Avicenna also envisioned creating a search capability that
would allow doctors to quickly access relevant reference information on a
variety of medical topics from databases that were licensed to Avicenna. These
databases would be customized in format by Avicenna.

As of the acquisition date, Avicenna was in the early stages of its
development and the systems under development had not yet reached technological
feasibility. There was a working public Intranet site and they had begun to
implement the search techniques. Their primary mechanism to allow users to
search their Intranet sites and access content provided by hospitals,
advertisers, and others was to develop a method of customizing that content via
a software utility known as "Framework." Framework was in the initial stage of
development with the substantive system design, coding, and testing work
remaining incomplete. Framework was the fundamental piece of code that would
enable users to be able to both search and reference the content contained on
an Avicenna Intranet and thereby realize their business model.

As of the December 24, 1996 acquisition date, Avicenna had incurred
approximately $1,263,000 in research and development costs to develop the
technology to its status described above. It was estimated that over $3,000,000
of costs remained to complete the projects described above in the following
calendar year and that additional significant costs remained in subsequent
years to further enhance and maintain the capabilities of

27
<PAGE>

the Avicenna system. Subsequent to the date of acquisition, we have modified
the acquired technology from both Avicenna and CareAgents and incorporated them
into a broader system, the CareInsite system.

CareAgents. CareAgents' business plan was to design and market Internet
based clinical commerce applications that allowed the various healthcare
participants to exchange information and conduct basic medical transactions
with each other. Participants included patients, providers, and suppliers. The
fundamental technology plan was to create an Internet and standards based
connection between the participants and then provide specific transaction
capabilities using both internally and externally developed application
software.

CareAgents' technology was in the very early stages of development with
basic user requirements, a business plan, preliminary system architecture with
process flow diagrams and prototyping efforts comprising the work completed to
date. In excess of $8,000,000 in costs remained over the next two years to
mature the technology to the point of technological feasibility and then
complete for first product deployment. No work had been completed on a detailed
engineering design or on building or testing any substantive code.

Liquidity and Capital Resources -- CareInsite

Our operations since Inception (December 24, 1996) have been funded
through capital contributions from Synetic. As of March 31, 1999, we had
$5,058,000 of cash and cash equivalents.

Cash used in operating activities was $12,447,000 for the nine months
ended March 31, 1999, $9,052,000 for the year ended June 30, 1998 and
$5,011,000 for the period from Inception (December 24, 1996) through June 30,
1997. The cash used during this period was primarily attributable to the losses
associated with the development of our business activities.

Cash used in investing activities was $9,243,000 for the nine months
ended March 31, 1999, $6,721,000 for the year ended June 30, 1998 and
$1,371,000 for the period from Inception (December 24, 1996) through June 30,
1997 and related primarily to capital expenditures.

Cash provided by financing activities was $26,433,000 for the nine months
ended March 31, 1999, $15,842,000 for the year ended June 30, 1998 and
$6,628,000 for the period from Inception (December 24, 1996) through June 30,
1997. Such amounts represent capital contributions made by Synetic.

In addition, pursuant to our strategic relationship with THINC, we have
committed to extend up to $2,000,000 and $1,500,000 in senior loans to THINC.
In connection with our strategic relationship with Cerner, Cerner has agreed to
fund $1,000,000 of our $2,000,000 loan to THINC. See "Transactions and
Relationships with Principal Stockholders."

In addition, Cerner has agreed to purchase directly from us approximately
645,000 shares of our common stock in a separate private transaction concurrent
with this offering. The net proceeds from the sale of shares of common stock to
Cerner in such transaction will be $9,000,000. See "Transactions and
Relationships with Principal Stockholders -- Cerner."

On May 24, 1999, we completed the acquisition of Med-Link for $14,000,000
in cash. The acquisition was funded through the sale of 875,000 shares of our
common stock at a price of $16.00 per share for total proceeds of $14,000,000.
Of these 875,000 shares, Synetic purchased 700,875 shares and Cerner purchased
174,125 shares.

Cash used in operating activities by Med-Link for the twelve months ended
December 31, 1998 was approximately $1,008,000 which was funded by its parent.

28
<PAGE>

We currently anticipate that the net proceeds from the offering and
proceeds from the sale of shares to Cerner in a concurrent private transaction,
together with our available cash resources, will be sufficient to meet our
presently anticipated working capital, capital expenditure and business
expansion requirements, including the requirements of Med-Link, for
approximately the next 24 months. There can be no assurance we will not require
additional capital prior to the expiration of an 24-month period. Even if such
additional funds are not required, we may seek additional equity or debt
financing. We cannot assure you that such financing will be available on
acceptable terms, if at all, or that such financing will not be dilutive to our
stockholders.

Year 2000 -- CareInsite

Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries for the year in the date code
field. These systems and software products will need to accept four digit year
entries to distinguish 21st century dates from 20th century dates. As a result,
computer systems and/or software used by many companies and governmental
agencies may need to be upgraded to comply with such Year 2000 requirements or
risk system failure or miscalculations causing disruptions of normal business
activities.

State of Readiness. We have made a preliminary assessment of the Year
2000 readiness of our information technology systems, including the hardware
and software that enable us to develop and deliver our healthcare e-commerce
services as well as our non-information technology systems. Our assessment plan
consists of:

. quality assurance testing of our internally developed proprietary
software;

. contacting third-party vendors and licensors of material hardware,
software and services that are both directly and indirectly
related to developing our healthcare e-commerce network;

. contacting vendors of material non-IT systems;

. assessment of repair or replacement requirements;

. repair or replacement; and

. implementation.

We have been informed by our vendors of material hardware and software
components of our IT systems that the products used by us are currently Year
2000 compliant. We have also been informed by our non-IT system vendors that
the products used by us are currently Year 2000 compliant.

Costs. To date, we have not incurred any material expenditures in
connection with identifying or evaluating Year 2000 compliance issues. Most of
our expenses have related to, and are expected to continue to relate to, the
operating costs associated with time spent developing a Year 2000 compliant
healthcare e-commerce channel.

29
<PAGE>

Contingency plan. We are continuing to assess and test our systems for
Year 2000 compliance. We have also developed contingency plans for system
failure, service disruption and data corruption issues due to Year 2000
problems. In the event that there is a system problem due to a Year 2000 date,
we will immediately attempt to diagnose and fix the problems. At the same time,
we will change (a) the system clock back to 1999 while separately logging all
transactions so affected and/or (b) the dates within transactions to 1999 while
separately logging all transactions so affected. In the event that a Year 2000
problem occurs at an external entity, that entity will be informed of the
problem and we will continue to review and repair the dates until the problem
is fixed. We cannot assure you that we will be able to successfully diagnose
and/or fix any Year 2000 problems that occur or that the cost of doing so will
not be material.

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board, or "FASB," issued
Statement of Financial Accounting Standards, or "SFAS," No. 131, "Disclosures
about Segments of an Enterprise and Related Information." We are required to
adopt SFAS No. 131 for the year ending June 30, 1999. SFAS No. 131 requires
disclosure of certain information regarding operating segments, products and
services, geographic areas of operation and major customers. Adoption of SFAS
No. 131 is expected to have no material impact on our financial condition or
results of operations.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." We are required to adopt SFAS No. 133 for
the year ending June 30, 2000. SFAS No. 133 establishes methods of accounting
for derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. Because we currently hold no
derivative financial instruments and do not currently engage in hedging
activities, adoption of SFAS No. 133 is expected to have no material impact on
our financial condition or results of operations.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position, or "SOP," 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that entities capitalize certain costs related to internal-use software once
certain criteria have been met. We are required to implement SOP 98-1 for the
year ending June 30, 2000. Adoption of SOP 98-1 is expected to have no material
impact on our financial condition or results of operations.

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position, or "SOP," 98-5, "Reporting on the Costs of Start-
Up Activities." SOP 98-5 requires that entities expense start-up costs as
incurred. We are required to implement SOP 98-5 for the year ending June 30,
2000. Adoption of SOP 98-5 is expected to have no material impact on our
financial condition or results of operations.

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BUSINESS

We are developing and intend to provide an Internet-based healthcare
electronic commerce network for interactive use by physicians, payers,
suppliers and patients. We intend to market a comprehensive set of transaction,
messaging and content services to physicians, to payers such as managed care
organizations and pharmacy benefit managers, or PBMs, to suppliers such as
pharmacies and clinical laboratories, and to patients. Physicians will be able
to use a web browser to access relevant clinical, administrative and financial
information of payers and suppliers through our CareInsite system to make more
informed decisions at the point of care. We believe our integration of payer-
specific rules and healthcare guidelines with patient-specific information at
the point of care will improve the quality of patient care, lead to more
appropriate use of healthcare resources, gain compliance with benefit plan
guidelines and control healthcare costs.

We currently provide services to The Health Information Network
Connection LLC, referred to as THINC, an entity founded in 1996 by several
major managed care organizations in the New York metropolitan area to
facilitate the confidential exchange of healthcare information. Under our
agreement, we will manage THINC's operations and make a comprehensive suite of
healthcare e-commerce services available to the New York metropolitan area's
more than 40,000 physicians. We believe that our relationship with THINC in New
York will serve as a springboard for launching our services on a national
basis. As part of this relationship, we also acquired a 20% ownership interest
in THINC.

We have recently entered into a strategic relationship with Cerner
Corporation, a publicly traded corporation that is a leading supplier of
clinical and management information systems to more than 1,000 healthcare
organizations worldwide. Through this relationship, we have a perpetual,
royalty-free license to certain of Cerner's technology, consisting of the
clinical and administrative information technology contained in Cerner's Health
Network Architecture, including their Millennium Architecture, for use in our
CareInsite system. Cerner has agreed that CareInsite will be its exclusive
vehicle for providing a full suite of healthcare e-commerce services that
connect physicians' offices with managed care organizations, PBMs, clinical
laboratories, pharmacies and other providers. Cerner has also agreed to market
our services to its customers. In addition, Cerner has acquired a 19.9%
interest in our company.

Our parent company, Synetic, has entered into a definitive merger
agreement with Medical Manager Corporation that provides for a strategic
business combination between the two companies. Medical Manager is a leading
provider of comprehensive physician practice management systems that address
the financial, administrative and clinical practice needs of physicians. The
Medical Manager practice management systems support a physician base estimated
at more than 120,000 in more than 24,000 medical practices nationwide. Medical
Manager has a distribution network of independent and company-owned offices
with almost 2,000 sales and technical support personnel who provide service,
training and support to physician offices in major markets in the United
States.

In connection with this business combination, Medical Manager and our
company have entered into an agreement under which we will be the exclusive
provider of certain network, web hosting and transaction services to Medical
Manager. Under this agreement, which will not become effective unless the
business combination between Synetic and Medical Manager is completed, we
intend to provide our healthcare e-commerce services to Medical Manager's
physician base estimated at more than 120,000 by integrating those services
into Medical Manager's physician practice management systems. We intend to use
Medical Manager's sales and support network as a platform from which to
distribute, install and support our transaction, messaging and content services
to Medical Manager physicians.

On May 24, 1999, we acquired Med-Link for $14 million in cash. Med-Link
is a regional provider of electronic data interchange services to healthcare
providers and payers in the northeastern United States that automate their
claims and other managed care transactions. Med-Link currently processes over
12 million managed care transactions annually for approximately 12,000
physicians.

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We believe our services have several advantages over the services offered
by our competitors, several of which have services that are currently in
operation. We believe that:

. our integration of payer-specific benefit rules and healthcare
guidelines with patient-specific information at the point of care
provides a unique ability to control the costs and improve the
quality of healthcare;

. our management's experience in clinical process automation,
healthcare transaction processing and benefit management enables
us to design and implement a healthcare e-commerce network that is
responsive to the needs of physicians, payers, suppliers and
patients; and

. our CareInsite system is being built with existing, well-proven
software and system interfaces, including the licensed Cerner
technology, that can be integrated with other healthcare
information systems in an efficient and scalable manner.

Industry Background

Healthcare expenditures in the United States totaled approximately $1.0
trillion in 1996, representing a 6.7% compound annual increase since 1990.
Increases in healthcare costs have been driven principally by technological
advances in the healthcare industry and by the aging of the population, as
older Americans utilize more healthcare resources on a per capita basis. This
increasing trend in aggregate healthcare costs is expected to continue.

In the past 15 years, the U.S. healthcare industry has undergone
significant changes. Among the most significant of these changes has been a
shift away from fee-for-service indemnity plans into health maintenance
organizations, or HMOs, and other managed healthcare benefit plans. These
payers have used a variety of managed care techniques to control administrative
costs including, but not limited to, lowering reimbursement rates, shifting
costs from payers to patients, restricting coverage for services, limiting
access to a select group of providers, negotiating discounts with healthcare
providers, case management functions, and shifting the economic risk for the
delivery of care to providers through alternative reimbursement models, such as
capitation and risk pools. While these techniques have been initially helpful
in controlling healthcare costs, we believe that these techniques have over
time become less effective in reducing costs. Managed healthcare organizations
today are experiencing rising healthcare costs and we believe their ability to
reduce patient care costs, which represent approximately 85% of annual
healthcare costs in the United States, is limited.

We believe that future healthcare cost management is increasingly
dependent upon compliance with benefit plan guidelines designed to promote the
appropriate use of healthcare resources and adherence to best clinical
practices to improve the quality of care and control patient care costs. We
believe payers are unlikely to gain compliance with these guidelines and
practices without an efficient channel of communications to their affiliated
physicians. Today, electronic communication among the physician, payer and
supplier is typically limited to administrative transactions. These
communications typically occur at specified times of day, usually several hours
after medical care has been given or treatment has been prescribed. We believe
that compliance with benefit guidelines can be better achieved through
Internet-based healthcare e-commerce systems that enable real time
communication at the point of care of clinical information as well as basic
administrative and financial information.

The dramatic growth of the Internet as an important new medium to collect
and distribute information, communicate, interact and engage in commerce has
emerged as a way to overcome the historical technical barriers for connecting
the participants in the fragmented healthcare industry. These technical
barriers are diminishing as:

. universal, low-cost Internet access is replacing private networks;

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. common navigation via browser technology is replacing proprietary
desktop client software; and

. the Internet's open architecture is providing a solution for
integrating existing computer systems.

Factors Influencing Healthcare's Core Constituents

We believe the healthcare industry's core constituents -- physicians,
payers, suppliers and patients --will benefit from timely access to patient-
specific information and payer content, such as benefit rules and care
guidelines, in order to reduce the complexity of administration, increase
compliance with benefit plan guidelines, secure appropriate use of healthcare
resources and improve the quality of patient care.

Physicians. Physicians are confronted with a proliferation of health
plans, each of which has complex clinical, administrative and financial rules
and guidelines relating to matters such as eligibility for prescriptions, lab
tests, referrals and follow-up visits, scope of coverage and co-payments. These
complex rules and guidelines require administrative personnel to spend
significant time navigating the cumbersome administrative procedures of a large
number of health plans often after the medical care has been given or
prescriptions or referrals have been written. This complexity has created
demand for real-time information exchange across all patients and all payers to
streamline cumbersome and time-consuming clinical and administrative processes.

Payers. Payers, such as health maintenance organizations and pharmacy
benefit managers, are finding less incremental value in the historical levers
of managed care. In order to stem the unabated growth in healthcare costs,
managed care plans must do more than automate the administrative and financial
processes that govern the provision of services and the payment of claims.
While administrative costs account for approximately 15% of annual healthcare
expenditures, it is the cost of care itself, approximately 85% of annual
healthcare expenditures, which primarily drives the growth in healthcare
expenditures. We believe that compliance with benefit plan guidelines that
promote more efficient use of healthcare resources and adherence to best
practices will result in cost reductions and improvements in the quality of
care. Payers are seeking an efficient channel to communicate their benefit plan
rules and care guidelines to physicians at the point of care in order to
realize savings.

Suppliers. Pharmacies, clinical laboratories and other suppliers are
being forced to become increasingly efficient in managing their business as
managed care organizations have negotiated significant reductions in price and
demanded measurable improvements in quality. Pharmacies continue to incur
substantial inefficiencies in the process of managing orders with physicians
and patients. We believe that as many as ten percent of the nation's
approximately 2.8 billion annual prescriptions require telephone intervention
between the pharmacist and patient or physician. We also believe that fewer
than 20% of laboratory orders and/or results in the ambulatory care environment
are submitted or transmitted through electronic systems. Physicians have been
slow to adopt these systems because they are proprietary in nature and are
usually limited to results reporting. Consequently, clinical laboratories incur
unnecessary administrative costs associated with processing and reporting
orders and also incur significant losses related to tests for which
reimbursement is not authorized.

Patients. As the payer exerts increasing influence over plan design,
service coverage, and provider access, patients are demanding ever more
objective measures of quality and cost. This is evidenced by the unprecedented
demand for healthcare information on the Internet, confirming both the absence
of information from traditional sources, and desire for additional sources of
objective, credible and trustworthy information.

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Strategy

Our objective is to provide an Internet-based healthcare e-commerce
network for interactive use by physicians, payers, suppliers and patients in
order to control healthcare costs and improve patient care. Our relationships
with THINC and Cerner represent the initial execution of our strategy and
enhance our ability to continue and expand upon this strategy. Our strategy
includes the following elements.

Provide transaction, messaging and content services responsive to the needs of
physicians

We intend to provide physicians with transaction, messaging and content
services. These services are intended to complement the clinical work flows and
existing computer systems which characterize the physician office environment.
Our prescription, laboratory and managed care communication services respond to
the physician's need to provide patient care consistent with payer guidelines.
Specialized messaging services provide the office staff with alert and advisory
applications which facilitate patient treatment compliance, prescription
renewals and laboratory ordering results and automate time consuming paper and
telephonic processes. Content services, in the form of indexed and searchable
directories and databases, provide physicians with convenient access to payer-
specific information and general medical reference material. Together, these
services provide much needed context for informed decision making.

Our services are designed to work for all payers and suppliers, since
physician adoption requires services which work for virtually all patients. Our
strategy, by definition, is to remain "content-neutral." In other words, we do
not create our own content for physicians -- this is the role of our payers and
suppliers. Rather, we contract with payers and suppliers to transmit their
content in the form of clinical, administrative and financial guidelines over
our network and display these rules, in the form of alerts, advisories and
annotations to the physician at the point of care.

As part of our relationship with THINC, we intend to deploy on behalf of
THINC and offer to the New York Metropolitan area's 40,000 physicians, a
comprehensive suite of transaction, messaging and content services. As a result
of this relationship, physicians will have the ability to conduct nine
different prescription, laboratory and managed care transaction services that
we believe will simplify and automate their interaction with area health plans.
We also intend to offer our services nationwide to Medical Manager's physician
base estimated at more than 120,000 pursuant to our agreement with Medical
Manager.

Contract with key payers and suppliers to make patient-specific rules available
to physicians

Our marketing strategy is to contract with the managed care
organizations, pharmacy benefit managers, pharmacies and clinical laboratories
who benefit from the automation of specific clinical, administrative or
financial processes. Payers define the rules that govern the course of care
available to patients, and contract with physicians and suppliers to meet
specific cost and quality standards. Suppliers respond to physician orders,
dispensing prescriptions and conducting laboratory tests. By integrating
patient-specific information with benefit plan and supplier specific rules
through our CareInsite system at the point of care, we believe these
institutions will realize administrative and medical resource savings, improved
patient care and more appropriate resource utilization.

We have contracted with each of Empire Blue Cross and Blue Shield, Group
Health Incorporated and HIP, the payer participants in THINC, to provide our
prescription and laboratory communication services. We have also entered into
contracts with each of National Prescription Administrators (NPA) and Caremark,
Inc., pharmacy benefit managers, to provide our prescription communication
services, and with Prudential HealthCare, a payer, to provide our managed care
communication services. We are engaged in discussions with other leading payers
and suppliers with respect to our services. See "Transactions and Relationships
with Principal Stockholders -- Certain Agreements -- THINC."

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Build and deploy the CareInsite system

Our technology strategy is focused upon building and deploying the
CareInsite system, which permits the integration of patient-specific
information with payer- and other supplier-specific guidelines. The CareInsite
system is intended to:

. host or connect to multiple payer- or supplier-specific
guidelines, such as procedure level eligibility, benefit plan
coverage, formularies and order sets;

. host or connect to patient-specific profiles, such as lab results
or medication histories;

. analyze an incoming request or order versus payer- or supplier-
specific guidelines;

. transmit payer- or supplier-specific annotations, alerts and
advisories when the orders or requests are at variance with
guidelines; and

. transmit payer- or supplier-specific content and messages to
authorized healthcare participants.

We believe our perpetual, royalty-free license to the Cerner technology
will allow us to accelerate the building and deployment of our CareInsite
system. This technology is central to the CareInsite system's ability to
register and identify patients, house patient-specific information, analyze
requests, and communicate payer rules in the form of alerts, advisories and
annotation messages.

Maximize distribution to physicians with high transaction volumes

Our distribution strategy is to target the high-volume physicians who
account for the majority of transactions. We work closely with payers and
suppliers to identify these physicians. In addition, we work closely with
providers of desktop software to physicians. Our strategy is to complement,
rather than compete with, vendors who market and provide software and network
services to physicians. We intend to contract with these vendors, such as
Cerner and THINC, to gain distribution of our services. We intend also to
provide physicians with direct access to our networks, as well as indirect
access via links from other web portals. Our primary sales vehicle is our
direct sales force, which targets groups of physicians.

As part of the THINC agreement, we are responsible for maximizing
adoption of these services by the New York metropolitan area's 40,000
physicians. Each of THINC's founding payers is responsible for providing us
with a list of target physicians, and taking appropriate steps to ensure that
physicians understand and use the services. To maximize distribution, we have
entered into a marketing agreement with Greater New York Hospital Association
to market these services to its hospital members. We have entered into a
distribution agreement with Cerner for integrating our services into Cerner's
physician desktop software, and are pursuing discussions with other leading
providers of physician desktop software.

Pursue strategic relationships and acquisitions

We intend to continue to pursue opportunistic strategic relationships,
including customer/vendor agreements, joint ventures and acquisitions. We
believe that making strategic acquisitions and developing strategic industry
relationships will enhance our ability to penetrate additional markets through
new distribution channels and develop and provide additional services.

The THINC, Cerner and Medical Manager arrangements evidence our intent to
pursue strategic relationships, joint ventures, and partnerships to accelerate
growth of our network and build substantial value for physicians, payers, and
suppliers.

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Company Services

We intend to utilize the Internet to provide a broad array of browser
initiated healthcare e-commerce solutions which facilitate the confidential,
on-line exchange of healthcare information for all constituents in the
healthcare industry. Our healthcare e-commerce services include the
transaction, content and messaging services described below.

Transaction Services. Our transaction services include prescription,
laboratory and managed care communication services. Our prescription and
laboratory communication services are focused upon assisting physicians to more
efficiently support diagnoses and plan, prescribe and follow treatment,
consistent with payer guidelines. Our managed care communication services will
be focused upon automating the telephonic and paper processes physicians and
payers conduct in order to verify coverage and reimbursement, process medical
claims, and manage patient access to procedures and providers. We believe that
significant market opportunities exist for these services given the size of
such markets and the potential for improved efficiencies.

Prescription Communication Services. Our prescription communication
services, called RxInsite, are targeted to physicians, pharmacy benefit
managers, pharmacies and payers. While communication of payer and pharmacy
benefit manager rules to the pharmacy at the point of dispensing through
existing electronic data interchange networks has yielded substantial
administrative savings, payers and pharmacy benefit managers need an efficient
means to communicate their rules to physicians at the point of care in order to
further control drug expenditures and improve the quality of care. We believe
that payers and pharmacy benefit managers may realize significant savings
through greater prescribing of generic drugs, increased use of preferred
formulary drugs, and greater compliance with best clinical practices and
treatment guidelines. Since no single payer or pharmacy benefit manager
typically represents a majority of a physician's patients, these organizations
need a common network to communicate with physicians.

Our RxInsite services will provide physicians the ability to write
prescriptions in the context of patient medication histories and payer clinical
rules. As a result, they can improve patient care, reduce potentially harmful
drug interactions, lessen the number of telephone calls from payers and
pharmacies, and improve patient satisfaction. Payers and pharmacy benefit
managers who use our services may gain the ability to communicate their
patients' dispensed medication histories, drug utilization review results,
formulary and treatment guidelines to the physician through the CareInsite
system. As a result they may realize the savings and improvement in patient
care that accompany compliance with their guidelines. Pharmacies may reduce
administrative costs as prescriptions are clarified and corrected before they
are submitted to the pharmacy for dispensing.

Laboratory Communication Services. Our laboratory communications
services are targeted to physicians, payers and clinical laboratories. These
services will facilitate the electronic transmission of laboratory orders and
results between the physician and the clinical laboratory. This will enable the
physician to order diagnostic tests online from the clinical laboratory within
the context of a specific patient's lab coverage. In a managed care
environment, payers are seeking to ensure quality of patient care and to
minimize overall healthcare costs by eliminating unnecessary or redundant tests
and establishing testing protocols. Similarly, clinical laboratories, managing
deep discount and capitation contracts, are seeking to provide care as
efficiently and appropriately as possible. These services will provide payers
the ability to communicate payer-specific information and treatment guidelines
which should lead to significant reductions in test costs. Clinical
laboratories also are expected to gain the ability to obtain significant
savings through process automation of the orders and results process. Moreover,
they should be able to more effectively manage payer rules, minimize costs
under capitation contracts and reduce the incidence of overdue payments and bad
debt.

Managed Care Communication Services. Our managed care communication
services are comprised of a comprehensive set of administrative and financial
network services as described below, and are designed to

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gain authorization from payers for procedures, visits and referrals to network
physicians and providers and to facilitate reimbursements.

Claims Services. Healthcare claims are the most commonly communicated
transactions between physicians and payers today. Our claims services are
designed to allow physicians to submit claims to payers for payment, inquire as
to the status of claims previously submitted and receive electronic remittance
advice which provides payment information as well as an explanation of the
settlement of the related claim. Our claims services will reduce administrative
paperwork, resulting in savings for payers, and expedite the reimbursement
process, which are intended to result in lower average number of outstanding
accounts receivable days for physicians.

Eligibility Services. Verification as to whether services rendered to a
patient are eligible for reimbursement is the most basic of e-commerce
applications, but one which is largely provided today via telephone and fax.
Given the proliferation of managed care organizations and the increasing
complexity of their rules and guidelines, we believe that there will be an
increasing demand for timely and accurate electronic eligibility determination.
Physicians would benefit by being able to verify the terms of reimbursement
prior to providing services to the patient. Payers would benefit by being able
to eliminate the cost of processing claims and paying for claims from
ineligible patients.

Referral and Pre-Certification Authorization Services. Referral
authorization transactions facilitate physician-to-physician referrals by
providing the physician with the payer's referral rules at the point of care.
Pre-certification authorization transactions involve the determination as to
whether a patient can be pre-certified for hospitalization or in-hospital
procedures. These services will reduce the incidence of referral or pre-
certification errors, which thereby reduce unauthorized treatment.

Content Services. Our content services will provide physicians with
online access to both available medical reference material, and the private
content unique to payers. We continue to license publicly available content
resources, including medical databases and other general reference material. We
intend to contract with payers to re-purpose for publication via the CareInsite
system through the Internet their private-content, benefit plan information,
provider directories, formularies, policies and procedures, treatment
guidelines and other patient education and wellness information, and make it
available in an indexed and easily searchable format. We believe our services
will be differentiated from our competitors in our unique ability to integrate
content into our messaging and transaction applications in order to provide
physicians with the requisite context for informed decision making.

Messaging Services. Our messaging services will provide physicians with
online access to patient and payer specific inquiries, alerts and advisories as
well as e-mail and broadcast message applications. Messaging applications
facilitate communication between physician, payer, supplier and patient. In
particular, messaging applications are intended to simplify time consuming
processes for the physicians' staff. Prescription messaging applications
include prescription renewal and interchange programs which automate telephonic
processes between patient, physician and pharmacy. Laboratory messaging
programs will provide the ability to not only view results, but also order
subsequent tests as suggested by payer rules and treatment guidelines. We
believe our services will be differentiated from our competitors in our unique
ability to integrate messaging into our transaction applications.

Sales and Marketing

Our sales and marketing efforts will be focused upon four target
audiences:

. payers, including pharmacy benefits managers,

. suppliers, including clinical laboratories and pharmacies,

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. physicians, including physician practice management groups, and

. business development partners, including physician software and
network service vendors.

Our key objectives are to maximize the number of physicians registered to use
the service, maximize the number of patient lives covered by participating
payers and pharmacy benefit managers, and maximize the number of participating
suppliers. We will market our services through multiple channels, including
building on our model in the greater New York area, working closely with payer
and supplier customers to maximize physician enrollment, working with physician
office management information systems and hospital information systems vendors
and electronic data interchange networks and through strategic relationships.

Once contracts are in place, our customer service strategies are
essential to our ability to maximize physician use of our services and minimize
payer and supplier attrition. We expect to provide toll free telephone support
to physician and physician office staff members seven days a week, 24 hours per
day. We intend to provide online resources and help functions which should
facilitate solutions to most frequently asked questions. In addition to our
customer service center, we intend to provide account management services to
our payer, supplier and distribution partners. These personnel provide
implementation support to customers, and provide an ongoing channel of
communication between our company and our customers to ensure that our services
consistently meet customer needs.

Physicians. We will market our services to physicians in several ways.
Employing the target data from payer and supplier customers, we intend to
employ a direct sales force to contract with large groups of physicians. In
addition, we intend to adopt a strategy of complementing, rather than competing
with traditional providers of desktop software and network services to
physicians, by pursuing marketing relationships with those vendors.

Payers. We will contract with payers to maximize the number of patient
lives accessible by participating physicians. We also intend to work closely
with payers to maximize physician enrollment. Together, we will seek to
identify groups of high volume physicians that represent the majority of
potential transactions. In addition, we will work closely with payers to
maximize physician adoption of these services.

Suppliers. We will contract with clinical laboratories and pharmacies
which represent the bulk of transaction volume on a local and national basis.
We also intend to work closely with payer customers to identify and contract
with the preferred clinical laboratories and pharmacies that comprise their
managed care networks. In turn, we will work with these suppliers to maximize
physician enrollment by identifying those physicians which represent the
majority of their prescription and laboratory transactions.

Relationship with THINC. We have entered into definitive agreements for a
broad strategic alliance in January 1999 with THINC, and its founding members,
Greater New York Hospital Association, Empire Blue Cross and Blue Shield, Group
Health Incorporated, and HIP Health Plans. Under this arrangement, among other
things, we will manage the operations of THINC, including all aspects of
marketing and sales, implementation, customer service and technical operations.
In addition, THINC will provide managed care transaction services on behalf of
Empire, Group Health Incorporated and HIP, including online medical claims
submission, status, remittance advice, eligibility, referral and pre-
certification authorizations. We have also licensed to THINC our content and
messaging services for use over the THINC network, and have entered into
agreements with each of Empire, Group Health Incorporated and HIP to provide
online prescription and laboratory communication services. See "Transactions
and Relationships with Principal Stockholders -- Certain Agreements -- THINC."

As part of our management services agreement with THINC, we are committed
to marketing these services to all other payers and suppliers in the New York
metropolitan area.

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Relationship with Medical Manager. Under our agreement with Medical
Manager, which will not become effective unless the business combination
between Synetic and Medical Manager is completed, we intend to provide our
healthcare e-commerce services to Medical Manager's physician base estimated at
more than 120,000 physicians and intend to use Medical Manager's sales and
support network as a platform from which to distribute, install and support our
transaction, messaging and content services to Medical Manager physicians.
Under the agreement, Medical Manager has agreed to help advertise, market and
sell our services to Medical Manager customers and dealers. In addition,
Medical Manager has agreed to focus its efforts to advertise, market and sell
our services to certain physicians with high transaction volumes.

Technology Platform

Our system is comprised of a network of computers, related equipment and
application software that uses the Internet to link the key participants in the
healthcare industry. We expect that the CareInsite system will facilitate a
broad range of healthcare transactions, such as enabling a physician to order
prescriptions and lab tests and to verify a particular patient's eligibility
for treatment under his or her health plan, and will facilitate medical claims
processing, compiling medical data and informing physicians of particular
patient histories.

The CareInsite system is a comprehensive online transaction processing
environment focused on the key physician oriented aspects of healthcare e-
commerce. The CareInsite system is being designed to request, receive,
rationalize, and present patients' clinical records, drug and medical reference
content, treatment guidelines, and financial status and payer rules related to
treatment preferences to the physician at the point of care. Underlying these
processes are the capabilities to acquire, validate, and maintain patient- and
plan-specific directories, house, and execute payer- and provider-specific
rules, as well as to analyze and report results.

The magnitude and complexity of the healthcare data model and rules
engines required to establish precise, relevant communication among healthcare
payers, providers, and eventually consumers at various points of care exceeds
the development capability of start-up Internet-focused enterprises. We
obtained a perpetual, royalty-free license to certain Cerner technology, which
provides the foundation for our transaction processing environment and which we
believe will enable us to accelerate the roll out of our services. We will also
continue to leverage commercially available software, make acquisitions, create
joint ventures with strategic partners and pursue internal software
development.

Our technological innovation is the integration of the licensed Cerner
technology with the capability to deliver patient's health benefit rules at the
point of care. We leverage Cerner's proven person-focused data model, its
Master Patient Index supported by industry-leading patient matching procedures
and a portfolio of Web-enabled clinical applications. These applications are
currently accessed by more than 15,000 physicians who use them to support
clinical workflow in the hospital and integrated delivery network environment.
We build upon the Cerner Health Network Architecture to create the CareInsite
system which provides the ability to communicate our customers' benefit plan
rules, such as prior authorization, treatment guidelines, formularies and plan
specific order sets within physician's workflow at the point of care.

The CareInsite system incorporates industry leading capabilities with
respect to the following attributes:

Compatibility. Our technology solution is being designed to work with
virtually any physician's desktop system. The CareInsite system is designed to
work from within either Microsoft's or Netscape's browsers. We work with
vendors to integrate our transactions into physicians' workflow. We believe
that many of our competitors will have difficulty interfacing with existing
systems of multiple payers. The industry-wide challenge of building interfaces
to integrate with providers' and payers' existing systems is significantly
simplified because of Cerner's Interface Services, which include an application
that supports the interfacing of

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computer applications and its library of foreign system interfaces that have
been built, tested and are maintained to interact with over 1,000 healthcare
provider and payer-based systems. Our system employs the licensed Cerner
technology to provide access to information from servers it does not control or
own by implementing open interface protocols and providing tools that simplify
interface creation and data integration. Moreover, our platform exploits
Cerner's common data/process model, which uses new standards to seamlessly
integrate functions into the workflow of client applications.

Security. A security database defines the relationship among all elements
in the system and maintains the required information to support all functions,
including login, availability of data, user-privileges, user activity and
inactivity monitoring, access control, transaction routing, billing, and error
messages. The security database is being designed to address unauthorized
disclosure of information, unauthorized modification of information, loss of
data integrity, and denial of service. The CareInsite system employs a variety
of techniques in order to provide a comprehensive and secure system, including
128-bit data encryption technology, firewall technology among all subnetworks
throughout the system, and systems to immediately identify break-in attempts
and automate lock-out if breaches are suspected. In addition, our system builds
upon the proven patient data security services of the Cerner systems.

Scalability. Scalability, the ability of a networked computer system to
support an increasing number of system users without adversely affecting system
performance, is inherent in the design and selection of software components for
the CareInsite system. CareInsite's applications are designed to be used by
thousands of physicians in a particular region of the country simultaneously.
CareInsite's applications and data center are designed to be rapidly scaled to
support all of CareInsite's users with rapid response times. The key software
components of the CareInsite system have been tested and benchmarked to verify
this scalability.

Rapid Application Development. Our development of a single architecture,
common data model, use of industry standards wherever available, and object-
oriented approach to development is designed to maximize the speed with which
thoroughly tested, complex healthcare applications can be brought to market. We
use a method of software development called "time-boxed incremental delivery
life cycle model" for our software development, with certification and quality
assurance processes for each delivery into our service. Under this method, we
provide new releases of our software at regular intervals.

High Availability. We intend to maintain a highly reliable systems
architecture operating in our data center. The reliability is achieved by
duplication of key components, including networking devices, networking and
telecommunications connections and storage devices. In addition, high
availability of these operations will also be assured through the use of:

. uninterrupted power supply equipment;

. building-independent cooling and environmental systems;

. automatic fail-over of critical network services; and

. 24 hour a day monitoring of network connectivity, traffic,
hardware and software status.

Our data center will be in operation seven days a week, 24 hours a day.

Disaster Recovery. While we believe our facilities and operations will
include redundancy, back-up and security to ensure minimal exposure to systems
failure or unauthorized access, a comprehensive and prudent disaster recovery
plan will also be put in place. Incremental backups of both software and
databases will be performed on a daily basis and a full system backup will be
performed monthly. Backup tapes will be stored at an offsite location along
with copies of schedules/production control procedures, procedures for recovery
using an off-site data center, all off-site documentation, run books, call
lists, critical forms and supplies. We also intend to maintain power backup
throughout the enterprise should a power outage occur within the data center.

40
<PAGE>

Competition

The market for healthcare e-commerce is in its infancy and is undergoing
rapid technological change. Competition will potentially come from several
areas, including traditional healthcare software vendors, electronic data
interchange network providers, emerging e-commerce companies or others.
Traditional healthcare software vendors typically provide some form of
physician office practice management system. These include companies like Medic
and IDX. These organizations primarily focus on the administrative functions in
the healthcare setting. Electronic data interchange network providers and
claims clearinghouses like Envoy, which was recently acquired by Quintiles
Transnational, and NDC provide connectivity to edit and transmit data on
medical and pharmacy claims. These companies are beginning to offer services
which may be competitive with our clinical e-commerce services. Companies like
Healtheon, which recently entered into a definitive agreement to acquire WebMD,
and other emerging e-commerce companies offer a range of services which are
competitive to ours. Any organizations that create stand-alone healthcare
software products may migrate into the healthcare e-commerce business. Due to a
high degree of system and application interconnectivity, we believe that we
will share common customers with many of these organizations. We also believe
that in most instances, our services are incremental and complementary
applications to the existing services offered by these companies. Some of our
competitors have services that are currently in operation. Some of our
competitors also have greater financial, technological and marketing resources
than we do. Further, some of our competitors have entered into strategic
relationships that make them more competitve, including Quintiles' recent
acquisition of Envoy and Healtheon's proposed plan to merge with WebMD.

Government Regulation

Participants in the healthcare industry are subject to extensive and
frequently changing regulation at the federal, state and local levels. The
Internet and its associated technologies are also subject to government
regulation. Many existing laws and regulations, when enacted, did not
anticipate the methods of healthcare e-commerce we are developing. We believe,
however, that these laws and regulations may nonetheless be applied to our
healthcare e-commerce business.

Current laws and regulations which may affect the healthcare e-commerce
industry relate to the following:

. confidential patient medical record information,

. the electronic transmission of information from physicians'
offices to pharmacies, laboratories and other healthcare industry
participants,

. the use of software applications in the diagnosis, cure,
treatment, mitigation or prevention of disease,

. health maintenance organizations, insurers, healthcare service
providers and/or employee health benefit plans, and

. the relationships between or among healthcare providers.

We expect to conduct our healthcare e-commerce business in substantial
compliance with all material federal, state and local laws and regulations
governing our operations. However, the impact of regulatory developments in the
healthcare industry is complex and difficult to predict. We cannot assure you
that we will not be materially adversely affected by existing or new regulatory
requirements or interpretations. These requirements or interpretations could
also limit the effectiveness of the use of the Internet for the methods of
healthcare e-commerce we are developing or even prohibit the sale of a subject
product or service.

Healthcare service providers, payers, and plans are also subject to a
wide variety of laws and regulations that could affect the nature and scope of
their relationships with us. Laws regulating health

41
<PAGE>

insurance, health maintenance organizations and similar organizations, as well
as employee benefit plans, cover a broad array of subjects, including
confidentiality, financial relationships with vendors, mandated benefits,
grievance and appeal procedures, and others. State and federal laws have also
implemented so-called "fraud and abuse" rules that specifically restrict or
prohibit certain types of financial relationships between us or our customers
and healthcare service providers, including physicians and pharmacies. Laws
governing healthcare providers, payers and plans are often not uniform between
states, and could require us to undertake the expense and difficulty of
tailoring our business procedures, information systems, or financial
relationships in order for our customers to be in compliance with applicable
laws and regulations. Compliance with such laws could also interfere with the
scope of our services, or make them less cost-effective for our customers.

Because of the Internet's popularity and increasing use, new laws and
regulations with respect to the Internet are becoming more prevalent. Such laws
and regulations have covered, or may cover in the future, issues such as:

. security, privacy and encryption,

. pricing,

. content,

. copyrights and other intellectual property,

. contracting and selling over the Internet,

. distribution, and

. characteristics and quality of services.

Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, sales and other
taxes, libel and personal privacy is uncertain and may take years to resolve.
Demand for our applications and services may be affected by additional
regulation of the Internet. For example, until recently current Health Care
Financing Administration guidelines prohibited transmission of Medicare
eligibility information over the Internet. Any new legislation or regulation
regarding the Internet, or the application of existing laws and regulations to
the Internet, could adversely affect our business. Additionally, while we do
not currently operate outside of the United States, the international
regulatory environment relating to the Internet market could have an adverse
effect on our business, especially if we should expand internationally.

The growth of the Internet, coupled with publicity regarding Internet
fraud, may also lead to the enactment of more stringent consumer protection
laws. These laws may impose additional burdens on our business. The enactment
of any additional laws or regulations in this area may impede the growth of the
Internet, which could decrease our potential revenues or otherwise cause our
business to suffer.

We are subject to extensive regulation relating to the confidentiality
and release of patient records. Additional legislation governing the
distribution of medical records has been proposed at both the state and federal
level, and new federal laws or regulations are likely to be enacted within the
next six to nine months, pursuant to the Health Insurance Portability and
Accountability Act of 1996, which requires the Secretary of Health and Human
Services to promulgate rules governing the use and disclosure of individually
identifiable healthcare information no later than September, 1999, in the event
that Congress does not enact legislation on the subject. It may be expensive to
implement security or other measures designed to comply with any new
legislation. Moreover, regulations governing use and disclosure of healthcare
information may restrict our ability to deliver patient records under certain
circumstances or for certain purposes, or in a particular format, such as
electronically.

42
<PAGE>

Other legislation currently being considered at the federal level could
affect our business. For example, the Health Insurance Portability and
Accountability Act of 1996 also mandates the use of standard transactions,
standard identifiers, security and other provisions by the year 2000, for
healthcare information that is electronically transmitted, processed, or
stored. We are designing our services to comply with these proposed
regulations; however, these regulations are subject to significant modification
prior to becoming final, which could cause us to use additional resources and
lead to delays in order to revise our services. In addition, our ability to
electronically transmit information in carrying out business activities depends
on other healthcare providers and payers complying with these regulations.

Employees

As of June 1, 1999 we had a total of 134 full-time employees of whom
there were 71 in technical development and engineering, 18 in sales and
marketing, 19 in customer service and 26 in finance and administration.
Currently, 28 of our employees are involved full-time in providing services to
THINC. Pursuant to the terms of a services agreement between our company and
Synetic, certain employees of Synetic may also provide services from time to
time to our company. See "Transactions and Relationships with Principal
Stockholders -- Certain Agreements -- Services Agreement." None of our
employees are represented by labor unions and we have never experienced a work
stoppage. We believe our relationship with our employees to be good. Our
ability to achieve our financial and operational objectives depends on our
ability to continue to attract, integrate, retain and motivate highly qualified
technical and customer support personnel. A competitive environment exists for
qualified personnel in the New Jersey and Boston, Massachusetts area.

Facilities

Our principal executive office is located in Elmwood Park, New Jersey, in
approximately 10,000 square feet of leased office space under a lease agreement
that expires on December 31, 2002. We also maintain approximately 46,000 square
feet of leased office space in Cambridge, Massachusetts under a lease that
expires on February 28, 2002 and approximately 8,800 square feet of leased
office space in Somerset, New Jersey under a lease that expires on March 31,
2001. We believe that our facilities are adequate for our current operations
and that additional leased space can be obtained if needed.

Legal Proceedings

In the normal course of business, we may become involved in various
claims and legal proceedings. In addition, we were named as a defendant in a
complaint filed by Merck & Co., Inc. and Merck-Medco Managed Care, L.L.C. in
February 1999 as described below.

Litigation by Merck & Co., Inc. and Merck-Medco Managed Care, L.L.C. against
our company

43
<PAGE>

In November 1993, Merck & Co., Inc. acquired 100% of the equity of Medco
Containment Services, Inc., the predecessor to Merck-Medco Managed Care,
L.L.C., for approximately $6.6 billion in a merger transaction. Synetic was a
publicly traded subsidiary of Medco until May 1994, when Medco sold its entire
interest in Synetic to Synetic and SN Investors, L.P., a limited partnership.
The general partner of SN Investors, L.P. is SYNC, Inc., whose sole stockholder
is Mr. Wygod. Prior to May 1994, Mr. Wygod was Chairman of Medco. The other
individual defendants in this litigation are also former officers and/or
directors of Medco.

44
<PAGE>

MANAGEMENT

Directors and Executive Officers

Set forth below is information concerning the current directors and
executive officers of CareInsite. The ages listed below are as of June 1, 1999.

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Martin J. Wygod......... 59 Chairman of the Board; Director
Paul C. Suthern......... 47 President and Chief Executive Officer; Director
Richard S. Cohan........ 46 Executive Vice President -- Operations
Roger C. Holstein....... 46 Executive Vice President -- Sales & Marketing; Director
James R. Love........... 43 Executive Vice President--Chief Financial Officer; Director
David M. Margulies...... 47 Executive Vice President -- Chief Scientist; Director
David C. Amburgey....... 35 Vice President -- General Counsel and Secretary
Charles A. Mele......... 42 Director
</TABLE>

Martin J. Wygod became the Chairman of the Board of our company in March
1999. Mr. Wygod has been Chairman of the Board of Synetic since May 1989. From
May 1989 to February 1993, Mr. Wygod also served as Synetic's President and
Chief Executive Officer and until May 1994 was an executive officer of Synetic.
Until May 1994, Mr. Wygod was Chairman of the Board of Medco for more than five
years, and until January 1993 he also served as Chief Executive Officer of
Medco. He is also engaged in the business of racing, boarding and breeding
thoroughbred horses, and is President of River Edge Farm, Inc.

Paul C. Suthern became Chief Executive Officer and President and a
Director of our company in March 1999. Mr. Suthern has been President and Chief
Executive Officer of Synetic since March 1998 and was an executive officer of
Synetic from February 1993 until July 1996, Vice Chairman of Synetic from July
1996 to March 1998 and also Chief Executive Officer from October 1993 until
January 1995. Mr. Suthern was also President and Chief Operating Officer of
Medco Containment Services, Inc. from November 1992 through December 1994 and
Assistant to Medco's Chairman from December 1991 to November 1992. Prior
thereto, he was Executive Vice President -- Operations for more than five
years.

Richard S. Cohan became Executive Vice President -- Operations of our
company in March 1999. Mr. Cohan joined Synetic in May 1998 as Senior Vice
President. Prior to joining Synetic, he was Executive Vice President, Health
Network Services of National Data Corporation where he led the practice
management systems and transactional services groups for pharmacy, physician
and dental markets for more than five years.

Roger C. Holstein became Executive Vice President -- Sales & Marketing
and a Director of our company in March 1999. Mr. Holstein has been Executive
Vice President -- Marketing and Sales of Synetic since 1997. He was a Special
Consultant to Medco from 1996 to 1998. Prior to such time, Mr. Holstein acted
as Senior Executive Vice President -- Chief Marketing Officer of Medco from
1994 to 1995 and Senior Executive Vice President--Marketing and Sales of Medco
from 1991 to 1994.

James R. Love became the Executive Vice President -- Chief Financial
Officer of our company in May 1999 and a Director of our company in March 1999.
Mr. Love became Executive Vice President --Finance and Administration of
Synetic in March 1999. Prior to joining Synetic, Mr. Love was a Managing
Director, since 1993, in the investment banking group of Merrill Lynch & Co. At
Merrill Lynch, he was most recently responsible for the diversified companies
group and the healthcare products group.

Dr. David M. Margulies became Executive Vice President -- Chief Scientist
and a Director of our company in March 1999. Dr. Margulies has been Executive
Vice President -- Chief Scientist of Synetic since January 1997. He was founder
and President of CareAgents. From 1990 to mid-1996, Dr. Margulies was

45
<PAGE>

Executive Vice President and Chief Scientist of the Cerner Corporation, a
leading supplier of enterprise-level clinical applications. Prior to such time,
he was Vice President and Chief Information Officer at Boston Children's
Hospital and on the medical faculties of the Harvard Medical School and
Columbia College of Physicians and Surgeons.

David C. Amburgey became Vice President -- General Counsel and Secretary
of our company in March 1999. Mr. Amburgey has been Vice President -- Legal and
Assistant General Counsel of Synetic since March 1999 and Assistant General
Counsel and Assistant Secretary of Synetic since April 1997. Prior to joining
Synetic, Mr. Amburgey was an attorney with the law firm of Shearman & Sterling
since 1993.

Charles A. Mele became a Director of our company in March 1999. Mr. Mele
has been Executive Vice President -- General Counsel of Synetic since March
1998 and was Vice President-General Counsel from July 1995 to March 1998. Mr.
Mele was an executive officer of Synetic from May 1989 until December 1994 and
was an executive officer of Medco for more than five years, until March 1995.
Mr. Mele is also a director of Group 1 Software, Inc., a computer software
company.

No family relationship exists among any of the directors or executive
officers, except that Martin J. Wygod, Chairman of the Board of our company,
and Paul C. Suthern, Chief Executive Officer and President of our company, are
brothers-in-law. No arrangement or understanding exists between any director or
executive officer and any other person pursuant to which any director or
executive officer was selected as a director or executive officer of our
company. All executive officers are elected annually by the Board and serve at
the discretion of the Board. The individuals above who are employed by Synetic
will continue to hold those positions. Messrs. Wygod, Suthern and Mele are also
directors of Synetic.

Board Composition

Our Board currently has six members, all of whom are currently executive
officers and/or directors of Synetic. We have undertaken, in connection with
our application to list our common stock on the Nasdaq National Market, to add
two independent Board members within 90 days following the offering and to
appoint such independent directors to serve on our audit committee. Each
director holds office until his successor is duly elected and qualified or
until his resignation or removal if earlier. Synetic has agreed, subject to
completion of the business combination between Synetic and Medical Manager, to
use its reasonable best efforts to cause a person designated by Medical Manager
to be appointed to our Board.

Committees of the Board

Our Board has established an audit committee and a compensation
committee.

Audit Committee. The audit committee's primary responsibilities are to
meet with and consider suggestions from members of management and our
independent public accountants concerning the financial operations of our
company. The audit committee also reviews the audited financial statements of
our company and considers and recommends the employment of, and approves the
fee arrangement with, independent public accountants for audit functions and
advisory and other consulting services. The audit committee will be comprised
of two independent directors to be appointed after consummation of the
offering.

Compensation Committee. The compensation committee's responsibilities are
to make determinations with respect to salaries and bonuses payable to our
executive officers and to administer our stock option plans. The compensation
committee will be comprised of two independent directors to be appointed after
consummation of the offering.

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<PAGE>

Compensation of Directors

Our directors who are employees of our company will not receive
additional compensation for serving as directors of the company. Directors who
are not employees of either our company or Synetic will receive compensation
equal to $30,000 per year in either cash, shares of our common stock or a
combination thereof.

Executive Compensation

The following table presents information concerning compensation paid for
services to Synetic and our company to our CEO and the other executive officers
of our company who earned more than $100,000 for Fiscal 1998. It is anticipated
that the base salaries following the offering will initially be generally
comparable to present levels of base salary.

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Securities
----------------------- Underlying All Other
Name and Salary Bonus Synetic Compensation
Principal Position Year ($) ($) Options/SARs ($)
- ------------------ ---- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Paul C. Suthern........... 1998 97,692(1) -- 194,000 --
President & CEO 1997 -- -- -- --
1996 160,000 -- -- --

Roger C. Holstein......... 1998 112,404 225,000(2) -- 1,750(3)
Executive Vice
President --
Sales and Marketing

David M. Margulies........ 1998 175,000 -- 272,728(5) --
Executive Vice
President -- Chief
Scientist 1997 72,019(4) -- 272,728(5) --

David C. Amburgey......... 1998 103,846 40,000 25,000 --
Vice President --
General Counsel and
Secretary
</TABLE>
- --------

(1) Mr. Suthern became President and CEO of Synetic in March 1998.

(2) Represents a one time bonus paid to Mr. Holstein upon his execution of his
employment agreement with Synetic. For a description of his employment
agreement, see "Employment Agreements; Holstein Employment Agreement."

(3) Comprised of company matching contributions to the Porex Technologies Corp.
401(k) Savings Plan.

(4) Dr. Margulies became an employee of our company after our acquisition of
CareAgents, Inc. on January 23, 1997. As such, only compensation paid
subsequent to January 23, 1997 is reflected above.

(5) These options were originally granted January 23, 1997 and were canceled
and replaced January 7, 1998.

The following table presents information concerning the options to
purchase Synetic common stock granted during the last fiscal year to our CEO
and the other executive officers of our company, who earned more than $100,000
in the last fiscal year for services rendered to Synetic and our company. We
have adopted stock option plans which contain substantially similar terms and
conditions to certain of Synetic's stock option plans. For a description of
such plans, see "Management -- Compensation Pursuant to Plans and Arrangements
of the Company -- Stock Option Plans."

47
<PAGE>

Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
% of Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base Grant Date
SARs in Fiscal Price Expiration Present
Name Granted (#) Year(2) ($/Sh) Date Value ($)(3)
- ---- ----------- ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Paul C. Suthern.... 10,000(1)(4) 0.40% 38.750 7/1/12 145,856
184,000(1) 7.40% 36.875 1/7/08 2,553,898
------- ----- ---------
194,000 7.80% 2,699,754
Roger C. Holstein.. -- -- -- -- --
David M.
Margulies......... 272,728(5) 10.97% 36.875 1/7/08 2,818,841
David C. Amburgey.. 25,000(1) 1.01% 36.875 1/7/13 315,242
</TABLE>
- --------

(1) These options vest and become exercisable at the rate of 20% per year,
commencing on the first anniversary of the date of grant and were granted
on the following dates: 10,000 on July 1, 1997 and 184,000 on January 7,
1998 for Mr. Suthern and 25,000 on January 7, 1998 for Mr. Amburgey. The
options to purchase Synetic common stock will continue to vest and remain
exercisable, subject to such officer's continued employment with Synetic or
our company and the terms and conditions of Synetic's stock option plans.

(2) Based upon the total number of stock options granted to all employees of
Synetic.

(3) The estimated grant date present value as of the most recent fiscal year
end reflected in the above table is determined using the Black-Scholes
model. The material assumptions and adjustments incorporated in the Black-
Scholes model in estimating the value of the options reflected in the above
table include the following: (i) the respective option exercise price,
specified above, equal to the fair market value of the underlying stock on
the date of grant; (ii) the exercise of options within one year of the date
that they become exercisable; (iii) a risk-free interest rate of 6.3% per
annum; and (iv) volatility of 0.2986 calculated using daily prices of
Synetic common stock during the period from the date of purchase of shares
of common stock from Merck & Co. Inc. by Synetic and SN Investors on
December 14, 1994 to June 30, 1998. The ultimate values of the options will
depend on the future market price of Synetic common stock, which cannot be
forecast with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the excess of the
market value of Synetic common stock over the exercise price on the date
the option is exercised. There is no assurance that the value realized by
an optionee will be at or near the value estimated by the Black-Scholes
model or any other model applied to value the options.

(4) These options were awarded to Mr. Suthern while serving as Vice Chairman of
the Board of Synetic under Synetic's 1991 Director Stock Option Plan.

(5) These options vest and become exercisable at the rate of 40%, commencing on
the second anniversary of the date of grant and 20% on each subsequent
anniversary and were granted on January 7, 1998. This grant represents the
replacement of a grant of an option originally issued on January 23, 1997.
For a description of the consequences of a termination of his employment on
such options, see "Employment Agreements; Margulies Employment Agreement."

The following table presents information concerning the value realized
upon the exercise of options to purchase Synetic common stock and the fiscal
year-end value of options to purchase Synetic common stock held by our CEO and
the other executive officers of our company who earned more than $100,000 for
Fiscal 1998.

48
<PAGE>

During the fiscal year ended June 30, 1998, no options to purchase
Synetic common stock were exercised by our CEO and the other executive officers
of our company who earned more than $100,000 for Fiscal 1998.

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-
Options/SARs at Money Options/SARs at
FY-End (#) FY-End ($)(1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Paul C. Suthern............. 234,000 266,000 8,944,500 6,471,500
Roger C. Holstein........... 108,000 400,000 2,371,750 8,175,000
David M. Margulies.......... -- 272,728 -- 4,670,467
David C. Amburgey........... 15,000 85,000 277,500 1,538,125
</TABLE>
- --------

(1) Based upon the Fiscal 1998 closing price of Synetic common stock of $54.00.

Employment Agreements

Margulies Employment Agreement. Synetic entered into an employment
agreement with David M. Margulies, M.D. as of January 23, 1997 in connection
with Synetic's acquisition of CareAgents. Dr. Margulies' employment agreement
provides for an employment period of five years, subject to monthly renewal
thereafter. Dr. Margulies' base salary is $175,000, which may be increased by
the Board of Directors of Synetic in its sole discretion. Dr. Margulies is
entitled to participate in any group insurance, hospitalization, medical,
health and accident, disability, fringe benefit and tax-qualified retirement
plans or programs of Synetic. Dr. Margulies' agreement does not fix Dr.
Margulies' responsibilities or title, other than to provide that he will
provide services to Synetic, CareAgents and their respective affiliates and
subsidiaries, as specified by the Chief Executive Officer or the Board of
Directors of Synetic from time to time.

If his employment is terminated:

. by Synetic for "cause" (as such term is defined in the agreement,
generally consisting of a breach of any material provision of the
agreement, willful misconduct relating to Synetic or its
affiliates, failure to perform his duties in any material respect,
willful violation of laws applicable to the business of Synetic or
its affiliates, commission of a common law fraud or conviction of
a felony or crime involving moral turpitude); or

. due to the resignation of Dr. Margulies for any reason,

Synetic will have no obligation to Dr. Margulies other than the payment of his
earned and unpaid compensation to the effective date of termination.
Termination of employment for any of these reasons will constitute a
"Termination Event" under the Escrow Agreement dated as of January 23, 1997,
among several employees of CareAgents, including Dr. Margulies, Synetic and the
United States Trust Company of New York, as escrow agent, pursuant to which
shares of Synetic common stock owned by Dr. Margulies are held in escrow to
secure, among other things, his obligations under the Margulies employment
agreement. If his employment is terminated:

. by Synetic as a result of Dr. Margulies' permanent disability;

. as a result of Dr. Margulies' death; or

. by Synetic without "cause,"

49
<PAGE>

Synetic will have no obligation to Dr. Margulies other than the payment of his
earned and unpaid compensation to the effective date of termination and as
specified in the stock option agreement described below.

Pursuant to a stock option agreement between Synetic and Dr. Margulies,
Dr. Margulies has been granted nonqualified stock options to purchase 272,728
shares of Synetic common stock. The options become exercisable in the following
manner: 40% on January 7, 2000 and an additional 20% on each of January 7,
2001, January 7, 2002 and January 7, 2003. Upon termination of his employment,
the options will terminate to the extent not vested, unless such termination of
employment is without "cause" or as a result of permanent disability or death,
in which case the options will continue to vest as if he remained in the employ
of Synetic through the earlier of the next date on which additional options
would vest or the occurrence of any circumstance or event that would constitute
"cause."

Dr. Margulies' employment agreement contains confidentiality obligations
that survive indefinitely and non-solicitation and non-competition obligations
which apply for a certain period of time following termination of employment.
All obligations of Synetic may be assigned to any of its affiliates without the
consent of Dr. Margulies.

Holstein Employment Agreement. Synetic entered into an employment
agreement with Roger C. Holstein as of November 6, 1997. Mr. Holstein's
employment agreement provides for an employment period of five years, subject
to monthly renewal thereafter. Mr. Holstein's base salary is $175,000, which
may be increased by the Board of Directors of Synetic in its sole discretion,
except that when revenues from the healthcare communications business exceed
$30,000,000, the Board of Directors will increase Mr. Holstein's compensation
to a level commensurate with his contribution, as determined in its reasonable
judgement. Mr. Holstein's employment agreement provided for a one-time payment
of $225,000 to Mr. Holstein upon the signing of the agreement. Mr. Holstein is
entitled to participate in any group insurance, hospitalization, medical,
health and accident, disability, fringe benefit and tax-qualified retirement
plans or programs or vacation leave of Synetic. Mr. Holstein's employment
agreement fixes Mr. Holstein's title as Executive Vice President of Synetic,
and provides that his responsibilities will be determined by the Chairman of
the Board of Directors and the Chief Executive Officer of Synetic from time to
time.

If his employment is terminated:

. by Synetic for "cause" (as such term is defined in the agreement,
which is substantially similar to the definition contained in the
Margulies Agreement); or

. due to the resignation of Mr. Holstein for any reason other than
"cause" (as such term is defined in the agreement, generally
consisting of a breach of any material provision, demotion or
relocation),

Synetic will have no obligation to Mr. Holstein other than the payment of his
earned and unpaid compensation to the effective date of termination.

If his employment is terminated:

. by Synetic as a result of Mr. Holstein's permanent disability; or

. as a result of Mr. Holstein's death,

Synetic will have no obligation to Mr. Holstein other than the payment of his
earned and unpaid compensation to the effective date of termination and with
respect to stock options, as specified in the following paragraph.

If his employment is terminated:

. by Synetic without "cause;" or

. by Mr. Holstein for "cause,"

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Synetic will have an obligation:

. to pay Mr. Holstein his earned and unpaid compensation to the
effective date of termination and a monthly severance payment
equal to one twelfth of his then applicable base salary (less
required deductions) for a period ending two years from the date
of such termination or until the occurrence of a circumstance or
event that would constitute "cause"; and

. with respect to stock options, as specified in the next paragraph.

In addition, Mr. Holstein has the right to terminate his employment upon 30
days' written notice to Synetic at any time after a 12-month period following
the occurrence of "change of control." A "change of control" will occur if:

. any person, entity or group (excluding Mr. Martin J. Wygod)
acquires at least 50% of the voting power of the outstanding
voting securities of Synetic and following such acquisition Mr.
Wygod ceases to hold one or more of the positions of the Chairman
of the Board of Directors of Synetic, Chief Executive Officer of
Synetic or a senior executive officer of the acquirer of the 50%
voting power (in each case, with duties and responsibilities
substantially equivalent to those prior to such acquisition);

. the occurrence of a reorganization, merger or consolidation or
sale of or other disposition of all or substantially all of
Synetic's assets and following such an event Mr. Wygod ceases to
hold the positions described above; or

. the occurrence of a complete liquidation or dissolution of
Synetic.

In the event of such a termination, his stock options will be treated in the
manner described in the following paragraph.

In the event of termination of Mr. Holstein's employment agreement by
Synetic without "cause" or by Mr. Holstein for "cause," the options to purchase
500,000 shares of Synetic common stock held by Mr. Holstein will remain
outstanding and continue to vest as though Mr. Holstein remained in the employ
of Synetic through the earlier of the second anniversary of the date of
termination and the occurrence of a circumstance or event that would constitute
"cause." In the event of termination of Mr. Holstein's employment agreement by
Mr. Holstein due to a "change in control" or as a result of Mr. Holstein's
death or permanent disability, the options will remain outstanding and continue
to vest as though Mr. Holstein remained in the employ of Synetic through the
earlier of:

. the later of November 6, 2002 and the last date on which such
options actually vest; and

. the occurrence of a circumstance or event that would constitute
"cause."

Mr. Holstein's employment agreement contains confidentiality obligations
that survive indefinitely and non-solicitation and non-competition obligations
which apply for a certain period of time following termination of employment.
All obligations of Synetic may be assigned to any of its affiliates without the
consent of Mr. Holstein.

Compensation Pursuant to Plans and Arrangements of the Company

Set forth below is information with respect to certain benefit plans and
employment arrangements of our company pursuant to which non-cash compensation
was paid or distributed for Fiscal 1998, or is proposed to be paid or
distributed in the future, to the directors and executive officers of our
company. Our executive officers may continue to be included in Synetic's
benefit plans and employment arrangements. Our company would bear a portion of
the costs incurred in connection with such participation.

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<PAGE>

Under Section 162(m) of the Internal Revenue Code of 1986, as amended,
the deduction for federal income tax purposes by publicly held corporations for
amounts in excess of $1 million paid to certain executive officers is limited
unless such excess compensation is "performance-based" (as defined in Section
162(m)), subject to certain exceptions. Except for the grant of stock options,
currently scheduled compensation of our executive officers will not result in
any excess compensation. We intend to take steps to ensure that compensation
realized upon the exercise of stock options will be "performance-based" as
defined in Section 162(m).

CareInsite's Stock Option Plans

We have adopted the CareInsite, Inc. 1999 Officer Stock Option Plan and
the CareInsite, Inc. 1999 Employee Stock Option Plan. Our shareholders have
also approved these plans. The following description of each of the plans is
qualified in its entirety by the full text of the plans which is set forth as
an Exhibit to this registration statement. The maximum number of shares of our
common stock that will be subject to options under our employee stock option
plan is 4,000,000 and the maximum number of shares of our common stock that
will be subject to options under our officer stock option plan is 3,500,000,
subject to adjustment in accordance with the terms of the plans. Our employee
stock option plan limits the number of options that may be granted thereunder
to an eligible optionee in any one-year period to no more than 250,000 and our
officer stock option plan limits such number to no more than 450,000. These
amounts are subject to adjustment in accordance with the terms of the plans.

Each of the plans will be administered by our compensation committee
except as described below, provided that under certain circumstances the
compensation committee may, subject to certain conditions, delegate authority
under our employee stock option plan to certain designated officers. All of the
members of the compensation committee will be nonemployee directors and
"outside directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986,
as amended, respectively. Until such time as our compensation committee is
established, the stock option committee of Synetic may grant options under the
plans, so long as such action is separately approved by our board of directors.
The grants to be made on the date of this offering will be approved by our
board of directors as well as the stock option committee of Synetic. The
compensation committee will have the authority, within limitations as set forth
in the plans, to determine the persons to whom options may be granted, the
number of shares of common stock to be covered by each option, the time or
times at which the options may be granted or exercised and the terms and
provisions of the options to be granted.

Eligibility for the grant of options under our officer stock option plan
is limited to officers of our company, its subsidiaries and its affiliates, so
long as they perform services for our company, its subsidiaries or its
affiliates. Eligibility for the grant of options under our employee stock
option plan is limited to key employees and certain consultants, agents and key
contractors of our company, its subsidiaries and its affiliates, so long as
they continue to perform services for our company, its subsidiaries or its
affiliates. Options granted under the plans may be either incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or non-qualified stock options, as determined by the compensation
committee. The exercise price for an incentive stock option may not be less
than 100% (or 110% if the optionee owns or is deemed to own more than 10% of
the total combined voting power of all classes of stock of our company or a
subsidiary or the parent) of the fair market value of the common stock on the
date of grant, as determined in accordance with the plans. Non-qualified stock
options granted under the plans must have an exercise price of at least 85%
(100% in the case of designated eligible optionees whose compensation may be
subject to the limitation on tax deductible compensation imposed by Section
162(m) of the Internal Revenue Code of 1986 as amended) of the fair market
value of the common stock on the date of grant (as determined in accordance
with the plans). If there is a change in control (as defined below), the
compensation committee may provide that options granted under the plans will
become exercisable in whole or in part, whether or not the options are
otherwise exercisable. A change in control is generally defined in both plans
as the occurrence of:

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<PAGE>

. any person (excluding Synetic and its subsidiaries, our company
and its subsidiaries and certain affiliates of our company, and
the employee benefit plans maintained by Synetic or our company
and its subsidiaries and certain affiliates) becoming the
beneficial owner of 50% or more of the voting power of (a) our
company's voting securities, or (b) Synetic's voting securities so
long as Synetic is the beneficial owner of 50% or more our voting
securities;

. during a 24-month period the individuals who, at the beginning of
such period, constituted our company's board of directors cease to
be a majority of such board of directors unless such new directors
were elected or recommended by the individuals who, at the
beginning of such period, constituted our company's board of
directors;

. during a 24-month period the individuals who, at the beginning of
such period, constituted Synetic's board of directors cease to be
a majority of such board of directors unless such new directors
were elected or recommended by the individuals who, at the
beginning of such period, constituted Synetic's board of
directors, but only if, at the time such individuals cease to be a
majority of Synetic's board of directors, Synetic is the
beneficial owner of 50% or more of our voting securities;

. the approval by the stockholders of our company of a merger or
consolidation of our company, without the consent of a majority of
the individuals who, immediately prior to such merger or
consolidation, constituted our company's or Synetic's board of
directors;

. the approval by the stockholders of Synetic of a merger or
consolidation of Synetic, without the consent of a majority of the
individuals who, immediately prior to such merger or
consolidation, constituted Synetic's board of directors, but only
if at the time of such approval Synetic is the beneficial owner of
50% or more of our voting securities;

. stockholder approval of a sale of all or substantially all of the
assets of (a) our company, or (b) Synetic, so long as Synetic is
the beneficial owner of 50% or more of our voting securities; or

. adoption of a plan of liquidation of (a) our company, or (b)
Synetic, so long as Synetic is the beneficial owner of 50% or more
of our voting securities.

No option will become exercisable due to a change in control of Synetic,
unless, immediately preceding such change in control, Synetic was in "control"
of our company. In addition, the compensation committee may determine at the
time of grant or thereafter that an option shall become exercisable in full or
in part upon the occurrence of such circumstances or events as the compensation
committee determines merit special consideration.

Each of the plans may be terminated and may be modified or amended by our
board of directors or compensation committee at any time; provided, however,
that:

. no modification or amendment will be effective without stockholder
approval if such approval is required by law or under the rules of
the Nasdaq National Market or any stock exchange on which our
common stock is listed; and

. no such termination, modification or amendment may adversely alter
or affect the terms of any then outstanding options previously
granted without the consent of the affected optionee.

On the effective date of this offering, our company will grant options
under our stock option plans to purchase 4,000,000 shares of our common stock,
including the grants to individuals listed in the table below. The exercise
price of these options is the initial public offering price in the offering.
Forty percent of these options will vest at the end of a thirty month period
from the date of grant, and the remainder will vest in increments of twenty
percent at the end of each subsequent twelve-month period, with the options
being fully vested sixty-six months from the date of grant.

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<PAGE>

<TABLE>
<CAPTION>
Name Number of Options
---- -----------------
<S> <C>
Martin J. Wygod........................................ 450,000
Chairman of the Board; Director
Paul C. Suthern........................................ 200,000
President and CEO
Richard S. Cohan....................................... 100,000
Executive Vice-President--Operations
Roger C. Holstein...................................... 100,000
Executive Vice President--Sales and Marketing;
Director
James R. Love.......................................... 75,000
Executive Vice President--Chief Financial Officer;
Director
David M. Margulies..................................... 100,000
Executive Vice President--Chief Scientist; Director
David C. Amburgey...................................... 75,000
Vice President--General Counsel and Secretary
All current executive officers as a group.............. 1,100,000
All current directors who are not executive officers,
as a group............................................ 100,000
All employees, including current officers, but
excluding directors and executive officers, as a
group................................................. 2,800,000
</TABLE>

Synetic's Stock Option Plans

The executive officers of our company have been granted options to
purchase shares of Synetic common stock pursuant to Synetic's stock option
plans. See "Management --Executive Compensation." The Synetic option plans are
administered by a stock option committee of Synetic and contain terms and
conditions which are substantially similar to the terms of our stock option
plans. Subject to the terms and conditions of Synetic's stock option plans, the
Synetic options will continue to vest and remain outstanding so long as the
respective officers remain in the employ of our company.

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<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

Prior to the offering, Synetic owned 80.1% of our outstanding common
stock through its wholly owned subsidiary, Avicenna Systems Corporation. Prior
to the offering, all other outstanding shares of our common stock were owned by
Cerner. Synetic's address is River Drive Center II, 669 River Drive, Elmwood
Park, New Jersey, 07407 and Cerner's address is 2800 Rock Creek Parkway, Suite
601, Kansas City, Missouri, 64117. None of our directors or executive officers
beneficially own any of our common stock. The following table, however, sets
forth information with respect to the beneficial ownership of Synetic common
stock as of June 1, 1999 by our directors, our executive officers and all of
our directors and executive officers as a group. Except as indicated by
footnote, and subject to applicable community property laws, the persons named
in the table have sole voting and investment power with respect to all shares
of Synetic common stock shown as beneficially owned by them. The number of
shares of Synetic common stock deemed outstanding used in calculating the
percentage for each listed person includes: (1) 20,566,161 shares of Synetic
common stock outstanding as of June 1, 1999, (2) the number of shares of
Synetic common stock that the respective persons named in the above table have
the right to acquire presently or within 60 days of June 1, 1999 upon exercise
of stock options and (3) the number of shares of Synetic common stock that the
respective persons named in the above table have the right to acquire upon
conversion of Convertible Debentures.

<TABLE>
<CAPTION>
Shares of Synetic
Common Stock
Beneficially Percent of
Name Owned(1) Class(6)
---- ----------------- ----------
<S> <C> <C>
Martin J. Wygod.......................... 5,611,742(2)(3)(4) 26.71%
Paul C. Suthern.......................... 342,298(3)(5) 1.64%
Richard S. Cohan......................... -- *
Roger C. Holstein........................ 209,413 1.01%
James R. Love............................ -- *
David M. Margulies....................... 28,917 *
David C. Amburgey........................ 35,059 *
Charles A. Mele.......................... 348,431(2) 1.67%
Directors and executive officers as a
group (8 persons)....................... 6,352,067 29.29%
</TABLE>
- --------

* Less than 1% of the shares outstanding of the class.

(1) The number of shares of common stock beneficially owned includes the
following number of shares of Synetic common stock that the following
persons have the right to acquire on or within 60 days of June 1, 1999 upon
exercise of stock options and upon conversion of Synetic's 5% Convertible
Subordinated Debentures Due 2007: Mr. Holstein, 208,833; Mr. Mele, 125,833;
Mr. Suthern, 307,300; Mr. Wygod, 220,000; Mr. Amburgey, 35,000 and all
directors and executive officers as a group, 896,966. The number of shares
also includes 105 shares of Synetic common stock allocated to the account
of Mr. Holstein, 247 shares of Synetic common stock allocated to the
account of Mr. Mele and 59 shares of Synetic common stock allocated to the
account of Mr. Amburgey under the Porex 401(k) Savings Plan as of March 31,
1999.

(2) Includes 186,961 shares of Synetic common stock and shares of Synetic
common stock issuable upon conversion of $500,000 principal amount of
Convertible Debentures owned by the Rose Foundation, a charitable
foundation of which Messrs. Mele and Wygod are trustees and share voting
and dispositive power.

(3) Includes 3,500 shares of Synetic common stock and shares of Synetic common
stock issuable upon conversion of $1,500,000 principal amount of
Convertible Debentures owned by the Synetic Foundation, formerly known as
the Medco Containment Services Foundation, Inc., a charitable foundation of
which Messrs. Suthern and Wygod are trustees and share voting and
dispositive power.

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<PAGE>

(4) Includes 2,000 shares of Synetic common stock beneficially owned by Mr.
Wygod's spouse, as to which shares Mr. Wygod disclaims beneficial
ownership.

(5) Includes 1,200 shares of Synetic common stock held in custodial accounts
for Mr. Suthern's children.

(6) On May 16, 1999, Synetic entered into a definitive merger agreement with
Medical Manager that calls for each outstanding share of Medical Manager
common stock to be exchanged into 0.625 newly issued shares of Synetic
common stock, subject to adjustment. Issuance of such shares if the merger
is consummated will reduce the percent ownership amounts presented.

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<PAGE>

TRANSACTIONS AND RELATIONSHIPS WITH PRINCIPAL STOCKHOLDERS

Security Ownership

Prior to the offering, 80.1% of our capital stock was owned by Synetic
through its wholly owned subsidiary, Avicenna Systems Corporation, and 19.9%
was owned by Cerner. Upon completion of the offering and the concurrent private
sale of approximately 645,000 shares of our common stock to Cerner, Synetic
will own 50,763,375 shares, or approximately 72.9% of the outstanding shares of
our common stock and Cerner will own approximately 13,256,625 shares, or
approximately 19.0% of the outstanding shares of our common stock. In addition,
THINC owns a warrant which, 180 days after the completion of the offering, may
be exercised for up to 4,059,118 shares of our common stock. If THINC exercises
this warrant, Cerner has a related warrant entitling it to purchase up to
1,008,445 shares of our common stock. In addition, we will issue to Cerner
2,503,125 shares of our common stock on or after February 15, 2001 at a price
of $.01 per share if we realize a specified level of physician usage of our
services. Synetic will have the ability to control the vote on matters
submitted to a vote of our stockholders and will also be able to elect all of
the directors of our company. Certain of our directors and executive officers
own shares of Synetic common stock. See "Security Ownership of Management."

Conflicts of Interest

Upon completion of the offering, Synetic will retain effective control of
our company and may be in a position to cause us to merge, consolidate,
liquidate or sell all or a substantial portion of our assets on terms
determined by Synetic. Certain of Synetic's officers and directors are officers
or directors of our company. Such directors and officers of our company who are
also directors or officers of Synetic are in positions which may expose them to
conflicts of interest. Such conflicts of interest may arise in connection with
transactions involving business dealings between our company and Synetic, the
allocation of acquisition opportunities, the issuance of additional shares of
our common stock or other securities of our company and other matters involving
conflicts that cannot now be foreseen.

It is contemplated that, after the offering, a majority of the directors
and officers of our company will also be directors and/or officers of Synetic
and will continue to spend a substantial amount of their business time as
directors or officers of Synetic and its other subsidiaries and may be engaged
in other business activities, consistent with their other employment
agreements, if any. For a list of those officers and directors of our company
who are also directors and/or officers of Synetic, and the positions they hold
with each company, see "Management--Directors and Executive Officers."

Stockholders Agreement

We are party to a stockholders agreement with Synetic, Avicenna and
Cerner, dated January 2, 1999, which terminates on the later of January 2, 2004
and the date upon which Cerner ceases to own any of our common stock. Among
other things, the stockholders agreement prohibits Synetic or Avicenna from
entering into transactions with us other than at arm's length, specifies
restrictions on the transfer of shares of our common stock by Cerner, other
than to its affiliates, and provides that, after January 2, 2001, Cerner may
make two demands for registration of our common stock, subject to customary
limitations.

Certain Agreements

Our company and Synetic have entered into or will enter into a number of
agreements for the purpose of defining the ongoing relationship between the two
companies. Additional or modified agreements, arrangements and transactions may
be entered into by us and Synetic after the completion of the offering. Any
such future agreements, arrangements and transactions will be determined
through negotiations between our

57
<PAGE>

company and Synetic, as the case may be. Following the offering, we will
continue to be controlled by Synetic and consequently such negotiations will
not be arm's-length.

The following is a summary of certain existing or proposed agreements
between our company and Synetic. We believe these agreements were, or will be,
made on terms no less favorable to us than could have been obtained from
unaffiliated third parties. See Note 6 of the Notes to Consolidated Financial
Statements.

Tax Sharing Agreement. Upon completion of the offering, our company will
cease to file a consolidated federal income tax return with Synetic, but will
continue to file a combined tax return with Synetic for California income tax
purposes. Our company and Synetic will enter into a tax sharing agreement
providing that, for periods prior to the offering and during which our company
was included in Synetic's consolidated federal income tax returns, our company
will be required to pay Synetic an amount equal to our federal income tax
liabilities for these periods, determined as if our company had filed federal
income tax returns on a separate company basis. Additionally, for periods both
before and after the offering, in situations where our company files a combined
return with Synetic for state income tax purposes, such as for California, we
will be required to pay Synetic an amount equal to our state income tax
liabilities, determined as if our company had filed state income tax returns on
a separate company basis. If our company experiences a net operating loss
resulting in no federal or state income tax liability for a taxable period in
which it was included in Synetic's consolidated federal or combined state
income tax returns, our company will be entitled to a payment from Synetic
equal to the reduction, if any, in the federal or state income tax liability of
the Synetic consolidated group by reason of the use of our company's net
operating loss. Further, under the tax sharing agreement, if we receive a net
tax benefit for certain equity based compensation arrangements involving
Synetic stock, or for the payment by Synetic of certain litigation expenses and
damages pursuant to the terms of an indemnification agreement between us and
Synetic as described below, then we are required to pay an amount equal to
those tax benefits to Synetic when they are actually realized by us. The tax
sharing agreement also will provide for Synetic to conduct tax audits and tax
controversies on our behalf for periods, and with respect to returns, in which
we are included in the Synetic consolidated or combined returns.

Services Agreement. Our company and Synetic have entered into a services
agreement dated as of January 1, 1999, pursuant to which Synetic will provide
our company with certain administrative services which may include payroll,
accounting, business development, legal, tax, executive services and
information processing and other similar services. Our company will pay the
actual costs of providing these services. Such costs will include an allocable
portion of the compensation and other related expenses of employees of Synetic
who serve as officers of our company. This agreement will be terminable by
either party upon 60 days' prior written notice in certain events, or by
Synetic, at any time, if Synetic ceases to own at least 50% of the voting stock
of our company. The services agreement shall terminate by its terms, if not
previously terminated or renewed, on January 1, 2004.

Indemnification Agreement. Our company and Synetic will enter into an
indemnification agreement, under the terms of which our company will indemnify
and hold harmless Synetic, on an after tax basis, with respect to any and all
claims, losses, damages, liabilities, costs and expenses that arise from or are
based on the operations of the business of our company before or after the date
of the consummation of the offering. Similarly, Synetic will indemnify and hold
harmless our company, on an after tax basis, with respect to any and all
claims, losses, damages, liabilities, costs and expenses that arise from or are
based on the operations of Synetic other than the business of our company
before or after the date of the consummation of the offering. With respect to
the Merck litigation, this agreement provides that Synetic will bear both the
actual costs of conducting the litigation and any monetary damages that may be
awarded to Merck and Merck-Medco in the litigation. We will record any amounts
funded by Synetic under this agreement as a capital contribution. The agreement
further provides that any damages awarded to our company and Synetic in the
litigation will be for the account of Synetic. Finally, the agreement provides
that Synetic shall not be responsible for any losses suffered by CareInsite
resulting from any equitable relief obtained by Merck and Merck-Medco against
CareInsite, including, but not limited to, any lost profits, other losses,
damages, liabilities, or costs or expenses arising from such equitable relief.

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<PAGE>

The following is a summary of certain agreements we have entered into
with THINC and Cerner.

THINC. In January 1999, our company, THINC, and THINC's founding
members, Greater New York Hospital Association, Empire, Group Health
Incorporated and HIP Health Plans entered into definitive agreements and
consummated a transaction for a broad strategic alliance. Under this
arrangement, among other things, our company:

. acquired a 20% ownership interest in THINC in exchange for
$1,500,000 in cash and a warrant to purchase an aggregate of
4,059,118 shares of common stock of our company, referred to as
the THINC warrant;

. agreed to extend up to $2,000,000 and $1,500,000 in senior loans
to THINC;

. licensed to THINC our content and messaging services for use over
the THINC network; and

Our Clinical Transaction Agreement with Group Health Incorporated
specifies that we do not have the right to provide prescription communication
services to Group Health Incorporated unless either we enter into an agreement
with Group Health Incorporated's pharmacy benefit manager outlining a
methodology for the implementation of such services or Group Health
Incorporated elects to proceed without such an agreement. Group Health
Incorporated's current pharmacy benefit manager is Merck-Medco. To date, we
have not entered into any such agreement with Merck-Medco and Group Health
Incorporated has not made such election. See "Risk Factors -- Litigation by
Merck & Co., Inc. and Merck-Medco Managed Care, L.L.C. against our company."

In connection with our entering into a strategic relationship with
Cerner, we sold to Cerner a beneficial interest to 2% of THINC. As beneficial
owner, Cerner will receive any dividends, income and liquidation or
disposition proceeds related to their 2% interest. However, we will remain the
owner of record, will exercise the voting rights and will have the right to
sell, transfer, exchange, encumber or otherwise dispose of this 2% interest in
THINC. Cerner has agreed to fund $1,000,000 of our $2,000,000 senior loan to
THINC.

As part of this arrangement, THINC entered into Managed Care Transaction
Contracts with each of the THINC payers whereby the THINC payers agreed to use
the THINC network for their online medical claims submission, eligibility,
benefit plan detail, roster distribution, remittance advice distribution,
claims inquiry, referral/pre-certification and authorization, and encounter
submission transactions.

The THINC warrant is exercisable 180 days following the occurrence of an
initial public offering of CareInsite's common stock or, if an initial public
offering has not occurred, at the end of term of the THINC warrant, into an
aggregate of 4,059,118 shares of the common stock of our company. The exercise
price per share of the THINC warrant is the lesser of:

. the price per share of common stock issued in the initial public
offering of our common stock, if an initial public offering has
occurred; and

. $4.00 per share.

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<PAGE>

The THINC warrant expires on January 1, 2006, subject to certain
exceptions. The THINC warrant and the shares of our common stock issuable upon
the exercise of the THINC warrant are subject to certain restrictions on
transfer.

Cerner. In January 1999, our company also entered into definitive
agreements and consummated a transaction with Cerner for a broad strategic
alliance. Cerner is a supplier of clinical and management information systems
for healthcare organizations. Under this arrangement, our company, among other
things, obtained a perpetual, royalty-free license to certain Cerner technology
in exchange for a 19.9% equity interest in our company. Such equity interest is
subject to certain restrictions on transfer and other adjustments. In addition,
we have issued to Cerner a warrant to purchase up to 1,008,445 shares of common
stock at $4.00 per share, exercisable only in the event THINC exercises its
warrant. Also, we will issue to Cerner 2,503,125 shares of our common stock on
or after February 15, 2001 at a price of $.01 per share if we realize a
specified level of physician usage of our services. In connection with our
strategic relationship with Cerner, we sold Cerner the economic rights to 2% of
THINC. Additionally, Cerner has agreed to fund $1,000,000 of our $2,000,000
senior loan to THINC. Our company and Cerner have entered into a non-
competition agreement and, as a result, agreed that our company will be their
exclusive vehicle for providing a full suite of prescription, laboratory and
managed care transaction and messaging services that connect physician's
offices with managed care organizations, pharmacy benefit managers, clinical
laboratories, pharmacies and other providers. We also entered into a marketing
agreement that allows for the marketing and distribution of our services to the
physicians and providers associated with more than 1,000 healthcare
organizations who currently utilize Cerner's clinical and management
information system. Our company and Cerner also agreed to promote each other's
services and products to their respective customers. In addition, Cerner
committed to make available to our company engineering and systems architecture
personnel and expertise to accelerate the deployment of CareInsite's services,
as well as ongoing technical support and future enhancements to the licensed
Cerner technology.

Medical Manager. In May 1999, Medical Manager and our company entered
into an agreement with a term of five years, which can be renewed for two
successive five year terms subject to the parties reaching agreement on certain
renewal terms. Under this agreement, we will be the exclusive provider of
certain network, web hosting and transaction services to Medical Manager. In
exchange, we will pay to Medical Manager certain fees on transactions performed
on behalf of Medical Manager customers. Our agreement with Medical Manager does
not become effective until completion of the business combination between
Synetic and Medical Manager. The merger between Synetic and Medical Manager
remains subject to approval by Synetic's and Medical Manager's stockholders,
regulatory approval and certain other customary conditions. Either Synetic or
Medical Manager may terminate their agreement to merge in certain events,
including if the merger is not completed by November 30, 1999, and Medical
Manager may terminate the merger agreement if the average closing price of
Synetic's common stock during a ten-day period preceding the vote of Medical
Manager stockholders is less than $56.00 per share. The closing price of
Synetic's common stock on June 2, 1999 was $83.375 per share. Once effective,
the agreement is also subject to early termination in the event either party
breaches its material obligations under the agreement, in the case of
bankruptcy of either party, in the event that a competitor of Medical Manager
acquires more than 50% ownership interest of our company resulting in a change
of control of our company or by mutual consent of our company and Medical
Manager.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of the capital stock of the Company is subject
to the Delaware General Corporation Law and to provisions contained in the
Company's Certificate of Incorporation and By-Laws, copies of which are
exhibits to this prospectus. Reference is made to such exhibits for a detailed
description of the provisions thereof summarized below.

Our authorized capital consists of 300,000,000 shares of common stock,
par value $.01 per share, and 30,000,000 shares of preferred stock, $0.01 par
value per share. Immediately prior to the offering, 63,375,000 shares of our
common stock were issued and outstanding. Immediately following the offering
and the concurrent private sale of approximately 645,000 shares of our common
stock to Cerner, 69,670,000 shares of our common stock will be issued and
outstanding. Holders of common stock have no preemptive or other subscription
rights.

Common Stock

Holders of record of common stock are entitled to one vote per share on
all matters upon which shareholders have the right to vote. There are no
cumulative voting rights or preemptive rights. Therefore, holders of more than
50% of the shares of common stock are able to elect all our directors eligible
for election each year. All issued and outstanding shares of our common stock
are, and the common stock to be sold in the offering, when issued and paid for,
will be, validly issued, fully paid and non-assessable. Holders of our common
stock are entitled to such dividends as may be declared from time to time by
our Board of Directors out of funds legally available for that purpose. We do
not anticipate paying any cash dividends in the foreseeable future. See
"Dividend Policy." Upon dissolution, holders of our common stock are entitled
to share pro rata in the assets of our company remaining after payment in full
of all of our liabilities and obligations, including payment of the liquidation
preference, if any, of any preferred stock then outstanding. There are no
redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

There are no shares of preferred stock outstanding. Series of the
preferred stock may be created and issued from time to time by our board of
directors, with such rights and preferences as they may determine. Because of
its broad discretion with respect to the creation and issuance of any series of
preferred stock without stockholder approval, the Board of Directors could
adversely affect the voting power of common stock. The issuance of preferred
stock may also have the effect of delaying, deferring or preventing a change in
control of our company.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:

. prior to such date, the board of directors approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder,

. upon consummation of the transaction that resulted in such person
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding, for
purposes of determining the number of shares outstanding, shares
owned by certain directors or certain employee stock plans), or

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<PAGE>

. on or after the date the stockholder became an interested
stockholder, the business combination is approved by the board of
directors and authorized by the affirmative vote (and not by
written consent) of at least two-thirds of the outstanding voting
stock excluding that stock owned by the interested stockholder.

A "business combination" includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who (other than the corporation and any
direct or indirect majority-owned subsidiary of the corporation), together with
affiliates and associates, owns (or, as an affiliate or associate, within three
years prior, did own) 15% or more of the corporation's outstanding voting
stock. The application of Section 203 could have the effect of delaying or
preventing a change of control of our company.

Indemnification

Our by-laws require us to indemnify each of our directors and officers to
the fullest extent permitted by law and limits the liability of our directors
and stockholders for monetary damages in certain circumstances.

Article Eleven of our certificate of incorporation provides that no
director shall have any personal liability to the Company or its stockholders
for any monetary damages for breach of fiduciary duty as a director, provided
that such provision does not limit or eliminate the liability of any director:

. for any breach of such director's duty of loyalty to the Company
or its stockholders,

. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,

. under Section 174 of the Delaware General Corporation Law
(involving certain unlawful dividends or stock repurchases) or

. for any transaction from which such director derived an improper
personal benefit.

Any amendment to such article will not affect the liability of any
director for any act or omission occurring prior to the effective time of such
amendment.

Transfer Agent and Registrar

We have appointed Registrar and Transfer Company as the transfer agent
and registrar for our common stock.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

After completion of this offering, we will have an aggregate of
69,670,000 shares of common stock outstanding, assuming no exercise of the
Underwriters' over-allotment option. All of the 5,650,000 shares of our common
stock offered in this offering will be freely tradeable without restriction or
further registration under the Securities Act, unless purchased by "affiliates"
of our company, as that term is defined in Rule 144 under the Securities Act.
Approximately 645,000 shares of common stock to be purchased by Cerner in a
private transaction concurrent with this offering are subject to contractual
restrictions on transfer described below and will be "restricted shares," as
that term is defined in Rule 144, and may not be sold in the absence of
registration other than in accordance with Rule 144 or another exemption from
registration under the Securities Act which rules are summarized below. In
addition, the 12,611,625 shares of our common stock held by Cerner, which were
acquired prior to this transaction, will be subject to the contractual
restrictions described below and will also be "restricted securities," subject
to the same Securities Act restrictions. The remaining 50,763,375 shares of
common stock outstanding upon completion of this offering are held by Synetic
and will also be "restricted securities," subject to the same Securities Act
restrictions.

As a result of the contractual restrictions described below and the
provisions of Rules 144 and 144(k) described below, additional shares will be
available for sale in the public market as follows:

. no shares of common stock, other than those sold hereby and not
held by affiliates, will be available for immediate sale in the
public market on the date of this prospectus,

. approximately 645,000 shares of our common stock to be purchased
by Cerner in a private transaction concurrent with this offering
will be eligible for sale one year after the date of this
prospectus, subject to the volume, manner of sale and reporting
requirements of Rule 144, and

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<PAGE>

In addition, THINC and Cerner own warrants exercisable for an aggregate
of up to 5,067,563 shares of our common stock, which warrants cannot be
exercised until 180 days after the completion of this offering. We will also
issue to Cerner 2,503,125 shares of our common stock on or after February 15,
2001 at a price of $.01 per share if we realize specified levels of physician
usage of our services.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days
after the date of this prospectus, a person who has beneficially owned shares
of our common stock for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of:

. 1% of the number of shares of common stock then outstanding, which
will equal approximately 696,700 shares immediately after this
offering and the concurrent private sale of approximately 645,000
shares of our common stock to Cerner; and

. the average weekly trading volume of the common stock on the
Nasdaq National Market during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about us.

Rule 144(k)
Under Rule 144(k), a person who is not one of our affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding period
of any prior owner other than an affiliate, is entitled to sell such shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. Therefore, unless otherwise
restricted, "144(k) shares" may be sold immediately upon the completion of this
offering.

Stock Plans
We plan to file a registration statement to register 7,500,000 shares of
common stock reserved for issuance under our stock option plans. See
"Management -- Compensation Pursuant to Plans and Arrangements of the
Company -- Stock Option Plans." Once registered, persons acquiring such shares
upon exercise of their options, whether or not they are affiliates, will be
permitted to resell their shares in the public market without regard to the
Rule 144 holding period.

Registration Rights

Upon completion of this offering, Cerner will be entitled to certain
rights with respect to the registration of 14,265,070 shares of our common
stock, including up to 1,008,445 shares of our common stock issuable upon
exercise of its warrant, under the Securities Act after January 2, 2001.
Registration of such shares under the Securities Act would result in such
shares, except for shares purchased by affiliates, becoming eligible for sale
immediately upon the effectiveness of such registration. In addition, THINC may
exercise demand registration rights requiring us to register for sale any
shares issued pursuant to the exercise of its warrant beginning any time after
January 1, 2001.

Lock-up Agreements and Contractual Restrictions

Upon consummation of this offering and the concurrent private sale of
approximately 645,000 shares of our common stock to Cerner, Synetic and Cerner
will own approximately 72.9% and 19.0% of our outstanding common stock,
respectively. Synetic and Cerner have advised us that they currently have no
plans to reduce their respective ownership interests following this offering.
Synetic is not subject to any contractual obligation to retain its controlling
interest, except that Synetic has agreed not to sell or otherwise dispose of
any shares of our common stock for a period of 180 days after the date of this
prospectus without the prior written

64
<PAGE>

consent of Merrill Lynch. Cerner has agreed not to sell or otherwise dispose of
any shares of our common stock for a period of 180 days after the date of this
prospectus without the prior written consent of Merrill Lynch.

In addition, subject to certain exceptions, we have agreed not to sell or
otherwise dispose of any shares of our common stock or other securities that
can be converted into or exchanged for our common stock during the 180-day
period after the date of this prospectus without the prior written consent of
Merrill Lynch, although we may issue and file a registration statement with
respect to shares of our common stock at any time in connection with any
investments in, acquisitions of, or mergers, combinations or other strategic
relations with, other companies.

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<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement
(the "Purchase Agreement") between our company and each of the underwriters
named below, we agreed to sell to each of the underwriters, and each of the
underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Warburg Dillon Read LLC, as joint book runners, and Wit Capital Corporation are
acting as representatives, have agreed to purchase from us, the number of
shares of common stock set forth opposite its name below:

<TABLE>
<CAPTION>
Number
Underwriter of Shares
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..............................................
Warburg Dillon Read LLC............................................
Wit Capital Corporation............................................
---------
Total......................................................... 5,650,000
=========
</TABLE>

The Purchase Agreement provides that the obligations of each of the
underwriters are subject to certain conditions and that when all those
conditions are satisfied each of the underwriters will be obligated to purchase
all of the shares of common stock offered in this offering. In the event of
default by an underwriter, under the Purchase Agreement the commitments of non-
defaulting underwriters may be increased.

The representatives have advised us that the underwriters propose
initially to offer the shares of common stock to the public at the initial
public offering price set forth on the cover page of this prospectus, and to
certain dealers at such price less a concession not in excess of $ per
share of common stock. The underwriters may allow, and those dealers may
reallow, a discount not in excess of $ per share of common stock on sales
to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

The following table shows the per share and total public offering price,
underwriting discount to be paid by us to the underwriters and the proceeds of
the sale of shares to the underwriters before expenses to us. This information
is presented assuming either no exercise or full exercise by the underwriters
of their over-allotment option.

<TABLE>
<CAPTION>
Without With
Per Share Option Option
--------- ------- ------
<S> <C> <C> <C>
Public offering price............................... $ $ $
Underwriting discount............................... $ $ $
Proceeds, before expenses, to our company........... $ $ $
</TABLE>

We have granted to the underwriters an option, exercisable for up to 30
days after the date of this prospectus, to purchase up to an aggregate of
847,500 additional shares of common stock at the initial public offering price
set forth on the cover of this prospectus less the underwriting discount to
cover over-allotments, if any, made on the sale of the common stock offered
hereby. If the underwriters exercise the over-allotment option, the
underwriters have agreed, subject to certain conditions, to purchase
approximately the same percentage of the additional shares that the number of
shares of common stock to be purchased by each of them as shown in the
foregoing table bears to the 5,650,000 shares of common stock offered in this
offering. The

66
<PAGE>

underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the shares of common stock offered hereby.

At our request, the underwriters have reserved for sale, at the initial
public offering price, 565,000 of the shares offered hereby to be sold to
certain directors, officers, employees and consultants of our company, of
Synetic and of Cerner, and to certain other persons. The number of shares of
our common stock available for sale to the general public will be reduced to
the extent these persons purchase the reserved shares. Any reserved shares
which are not orally confirmed for purchase within one day of the pricing of
this offering will be offered by the underwriters to the general public on the
same terms as the other shares offered in this offering.

A prospectus in electronic format is being made available on an Internet
web site maintained by Wit Capital Corporation. In addition, all dealers
purchasing shares from Wit Capital Corporation in this offering have agreed to
make a prospectus in electronic format available on web sites maintained by
each of them. Other than the prospectus in electronic format, the information
on Wit Capital Corporation's web site and any information contained on any
other web site maintained by Wit Capital Corporation or any dealer purchasing
shares from it is not to be part of this prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or
endorsed by our company or any underwriter in its capacity as underwriter and
should not be relied upon by investors.

Cerner has agreed to purchase directly from us in a separate, private
transaction concurrent with this offering, approximately 645,000 shares of our
common stock at a price equal to the initial public offering price per share
less the underwriting discount.

Our company, our executive officers and directors, Synetic and Cerner
have agreed that, for a period of 180 days after the date of this prospectus,
subject to certain exceptions, they will not without the prior written consent
of Merrill Lynch, directly or indirectly:

. offer, pledge, sell, agree to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer, any
shares of our common stock or securities convertible into or
exchangeable or exercisable for our common stock, whether now
owned by them or acquired by them in the future, or over which
they now have or acquire power of disposition, or file a
registration statement under the Securities Act with respect to
the offering of any shares of our common stock; or

. enter into any swap or other agreement that transfers, in whole or
in part, the economic consequence of ownership of our common stock
whether any such swap or transaction is to be settled by delivery
of common stock or other securities, in cash or otherwise.

These restrictions do not apply to:

. the shares of our common stock to be sold under this prospectus;

. any shares of our common stock or options to purchase shares of
our common stock that are granted pursuant to existing employee
benefit or stock option plans referred to in this prospectus; and

. any shares of our common stock or other securities or rights that
our company issues in connection with investments in, acquisitions
of, or mergers, combinations or other strategic relationships
with, other companies.

No officers or directors of our company own any shares of our common
stock except as may be purchased in this offering.

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<PAGE>

Before this offering, there has been no public market for our common
stock. The initial public offering price will be determined through
negotiations between our company and the representatives. The factors
considered in determining the initial public offering price, in addition to
prevailing market conditions, are

. price-to-revenues ratios of publicly traded companies that the
representatives believe to be comparable to our company,

. certain financial information of our company,

. the history of, and the prospects for, our company and the
industry in which it competes,

. an assessment of our management, our past and present operations,
the prospects for, and timing of, future revenues of our company,

. the present state of our development, and

. the above factors in relation to market values and various
valuation measures of other companies engaged in activities
similar to our company.

We expect our common stock to be approved for listing on the Nasdaq
National Market, subject to notice of issuance, under the symbol "CARI."
However, there can be no assurance that an active trading market will develop
for our common stock or that our common stock will trade in the public market
subsequent to the offering at or above the initial public offering price.

The underwriters do not expect sales of the common stock to any accounts
over which they exercise discretionary authority to exceed 5% of the number of
shares of common stock being offered in this offering.

We have agreed to indemnify the underwriters against, or to contribute to
payments the underwriters may be required to make in respect of certain
liabilities, including certain liabilities under the Securities Act.

Until the distribution of the shares of common stock is completed, rules
of the Securities and Exchange Commission may limit the ability of the
underwriters and certain selling group members to bid for and purchase our
common stock. As an exception to these rules, the representatives are permitted
to engage in certain transactions that stabilize the price of our common stock.
These transactions may include bids or purchases for the purpose of pegging,
fixing or maintaining the price of our common stock.

If the underwriters create a short position in our common stock in
connection with the offering, i.e., if they sell a larger number of shares of
common stock than are set forth on the cover page of this prospectus, the
representatives may reduce that short position by purchasing common stock in
the open market. The representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

The representatives may also impose a penalty bid on certain underwriters
and selling group members. This means that if the representatives purchase
shares of common stock in the open market to reduce the underwriters' short
position or to stabilize the price of our common stock, they may reclaim the
amount of the selling concession from the underwriters and selling group
members who sold those shares as part of this offering.

If the representatives purchase the common stock to stabilize the price
or to reduce the underwriters' short position, the price of our common stock
could be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of our
common stock to the extent that it discourages resales of our common stock.

Neither our company nor any of the underwriters makes any representation
or prediction as to the direction or magnitude of any effect that any of the
transactions described above may have on the price of the

68
<PAGE>

common stock. In addition, neither our company nor any of the underwriters
makes any representation that the representatives will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Merrill Lynch, from time to time, performs investment banking and other
financial services for our company, Synetic and affiliates of each of these
companies.

We will pay all of the expenses of the offering, excluding underwriting
discounts, and we estimate that these expenses will be approximately
$1,000,000.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Shearman & Sterling, New York, New York. Certain legal matters
in connection with the offering will be passed upon for the Underwriters by
Brown & Wood LLP. Shearman & Sterling is a limited partner in SN Investors,
L.P. SN Investors is a limited partnership the general partner of which is
SYNC, Inc., whose sole stockholder is Martin J. Wygod, Chairman of our company
and Synetic. SN Investors currently holds 5,061,857 shares of Synetic common
stock.

EXPERTS

The audited financial statements of CareInsite, Inc., Avicenna Systems
Corporation and Med-Link Technologies, Inc. included in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

The audited financial statements of The Health Information Network
Connection, LLC included in this registration statement have been audited by
KPMG LLP, independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said report.

The statements of law under the caption "Risk Factors -- Government
regulation of the Internet or healthcare e-commerce services could adversely
affect our business" and under the caption "Business --Government Regulation"
in this prospectus are based upon the opinion of Kegler, Brown, Hill & Ritter
Co., L.P.A., Columbus, Ohio, special regulatory counsel to the Company. Robert
D. Marotta, Esq., of counsel to such firm, holds 75,000 options to purchase
Synetic common stock.

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<PAGE>

ADDITIONAL INFORMATION

We have filed with the Commission a registration statement on Form S-1
under the Securities Act with respect to the shares of common stock offered
hereby. For the purposes hereof, the term "registration statement" means the
original registration statement and any and all amendments thereto. This
prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to our company and such common stock, reference is
hereby made to such registration statement, including exhibits thereto, which
can be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Regional Offices of the Commission at Seven World Trade Center, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov.

Statements contained in the prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.

We are not currently subject to the informational requirements of the
Exchange Act. As a result of the offering of our common stock, we will become
subject to the reporting requirements of the Exchange Act. We intend to furnish
our stockholders with annual reports containing consolidated financial
statements audited by independent certified public accountants.

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<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
CareInsite, Inc. (a Development Stage Company)
Report of Independent Public Accountants................................ F-2
Consolidated Balance Sheets at June 30, 1997 and 1998 and March 31, 1999
(unaudited)............................................................ F-3
Consolidated Statements of Operations for the Period from Inception
(December 24, 1996) through June 30, 1997, the Year Ended June 30,
1998, the Nine Months Ended March 31, 1998 and 1999 (unaudited) and
Cumulative from Inception (December 24, 1996) through March 31, 1999
(unaudited)............................................................ F-5
Consolidated Statements of Changes in Stockholders' Equity for the
Period from Inception (December 24, 1996) through June 30, 1997, the
Year Ended June 30, 1998 and the Nine Months Ended March 31, 1999
(unaudited)............................................................ F-6
Consolidated Statements of Cash Flows for the Period from Inception
(December 24, 1996) through June 30, 1997, the Year Ended June 30,
1998, the Nine Months Ended March 31, 1998 and 1999 (unaudited) and
Cumulative from Inception (December 24, 1996) through March 31, 1999
(unaudited)............................................................ F-7
Notes to Consolidated Financial Statements.............................. F-8

Avicenna Systems Corporation (a Development Stage Company, acquired on
December 24, 1996)--Predecessor Business
Report of Independent Public Accountants................................ F-20
Statements of Operations for the Year Ended December 31, 1995, the
Period from January 1, 1996 through December 23, 1996 and Cumulative
from Inception (September 20, 1994) through December 23, 1996.......... F-21
Statements of Changes in Redeemable Convertible Preferred Stock and
Stockholder's Deficit for the Period from Inception (September 20,
1994) through December 31, 1994, the Year Ended December 31, 1995 and
the Period from January 1, 1996 through December 23, 1996.............. F-22
Statements of Cash Flows for the Year Ended December 31, 1995, the
Period from January 1, 1996 through December 23, 1996 and Cumulative
from Inception (September 20, 1994) through December 23, 1996.......... F-23
Notes to Financial Statements........................................... F-24

The Health Information Network Connection, LLC (a Development Stage
Company)--A company in which we own a minority equity interest
Independent Auditors' Report............................................ F-29
Balance Sheet at December 31, 1998...................................... F-30
Statements of Operations for the Year Ended December 31, 1998 and the
Cumulative Period from Inception (November 12, 1996) to December 31,
1998................................................................... F-31
Statements of Members' Deficit for the Period from Inception (November
12, 1996) to December 31, 1997 and the Year Ended December 31, 1998.... F-32
Statements of Cash Flows for the Year Ended December 31, 1998 and the
Cumulative Period from Inception (November 12, 1996) to December 31,
1998................................................................... F-33
Notes to Financial Statements........................................... F-34
Med-Link Technologies, Inc.--A company we acquired on May 24, 1999
Reports of Independent Public Accountants............................... F-41
Balance Sheets at December 31, 1997, October 15, 1998, December 31, 1998
and March 31, 1999 (unaudited)......................................... F-43
Statements of Operations and Parent Company's Investment and Advances
for the Year Ended December 31, 1996 and 1997, for the Period from
January 1, 1998 through October 15, 1998, for the Period from October
16, 1998 through December 31, 1998 and for the Three Months Ended March
31, 1998 and 1999 (unaudited).......................................... F-44
Statements of Cash Flows for the Year Ended December 31, 1996 and 1997,
for the Period from January 1, 1998 through October 15, 1998, for the
Period from October 16, 1998 through December 31, 1998 and for the
Three Months Ended March 31, 1998 and 1999 (unaudited)................. F-45
Notes to Financial Statements........................................... F-46
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

After CareInsite, Inc. amends its Certificate of Incorporation to
increase the number of authorized common shares to 300,000,000 and authorize
30,000,000 shares of preferred stock and effects a 50.0625-for-1 stock split,
we expect to be in a position to render the following audit report.

Arthur Andersen LLP

Roseland, New Jersey
March 17, 1999

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CareInsite, Inc.:

We have audited the accompanying consolidated balance sheets of
CareInsite, Inc. (a Delaware corporation in the development stage) and
subsidiary (formerly Synetic Healthcare Communications, Inc.) as of June 30,
1997 and 1998, and the related consolidated statements of operations, changes
in stockholder's equity and cash flows for the period from Inception (December
24, 1996) through June 30, 1997 and for the year ended June 30, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CareInsite, Inc.
and subsidiary as of June 30, 1997 and 1998, and the results of their
operations and their cash flows for the period from Inception (December 24,
1996) through June 30, 1997 and for the year ended June 30, 1998 in conformity
with generally accepted accounting principles.

F-2
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS

<TABLE>
<CAPTION>
June 30,
--------------- March 31,
1997 1998 1999
------ ------- -----------
(unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents....................... $ 246 $ 315 $ 5,058
Note receivable................................. -- 2,000 --
Other current assets............................ 72 220 554
------ ------- -------
Total current assets.......................... 318 2,535 5,612
------ ------- -------
PROPERTY, PLANT AND EQUIPMENT:
Leasehold improvements.......................... 366 681 701
Machinery and equipment......................... 1,244 2,826 2,914
Furniture and fixtures.......................... 171 371 388
------ ------- -------
1,781 3,878 4,003
Less: Accumulated depreciation.................. (184) (1,025) (1,740)
------ ------- -------
Property, plant and equipment, net.............. 1,597 2,853 2,263
------ ------- -------
CAPITALIZED SOFTWARE
DEVELOPMENT COSTS............................... 348 4,972 31,330
OTHER ASSETS:
Intangible assets, net of accumulated
amortization of $405, $1,214 and $1,618 at June
30, 1997 and 1998 and March 31, 1999,
respectively................................... 1,213 404 --
Investments..................................... -- -- 4,668
Other........................................... -- 69 62
------ ------- -------
Total other assets............................ 1,213 473 4,730
------ ------- -------
$3,476 $10,833 $43,935
====== ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-3
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
June 30,
------------------ March 31,
1997 1998 1999
-------- -------- -----------
(unaudited)
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable............................. $ 265 $ 594 $ 247
Accrued liabilities.......................... 1,645 1,166 1,023
-------- -------- --------
Total current liabilities.................. 1,910 1,760 1,270
-------- -------- --------
DEFERRED INCOME TAXES.......................... -- 1,275 1,415
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 30,000,000
shares authorized; none-issued and
outstanding................................. -- -- --
Common stock, $.01 par value; authorized
300,000,000 shares; 50,062,500 shares issued
and outstanding at June 30, 1997 and 1998,
and 62,500,000 shares issued and outstanding
at March 31, 1999........................... 501 501 625
Paid-in capital.............................. 53,422 69,989 108,798
Stock subscription receivable................ (10,000) (10,000) --
Deficit accumulated during the development
stage....................................... (42,357) (52,692) (68,173)
-------- -------- --------
Total stockholders' equity................... 1,566 7,798 41,250
-------- -------- --------
$ 3,476 $ 10,833 $ 43,935
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

<TABLE>
<CAPTION>
Period From Cumulative
Inception From Inception
(Dec 24, 1996) Nine Months (Dec 24, 1996)
Through June Year Ended Ended March 31, Through
30, June 30, ----------------- March 31,
1997 1998 1998 1999 1999
-------------- ---------- ------- -------- --------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Service revenue (related
party)................. $ -- $ -- $ -- $ 213 $ 213
Costs and expenses:
Cost of services
(related party)...... -- -- -- 213 213
Research and
development.......... 7,652 4,762 3,976 8,720 21,134
Sales and marketing... 1,150 1,733 1,232 1,427 4,310
General and
administrative....... 1,379 3,887 2,589 2,944 8,210
Litigation costs...... -- -- -- 2,500 2,500
Other income, net..... (9) (47) (7) (110) (166)
Acquired in-process
research and
development.......... 32,185 -- -- -- 32,185
-------- -------- ------- -------- --------
42,357 10,335 7,790 15,694 68,386
-------- -------- ------- -------- --------
Net loss................ $(42,357) $(10,335) $(7,790) $(15,481) $(68,173)
======== ======== ======= ======== ========
Net loss per share --
basic and diluted..... $ (0.85) $ (0.21) $ (0.16) $ (0.29) $ (1.33)
======== ======== ======= ======== ========
Weighted average
shares outstanding --
basic and diluted... 50,063 50,063 50,063 54,208 51,444
======== ======== ======= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)

<TABLE>
<CAPTION>
Common Stock
------------- Deficit
Number Stock Accumulated Total
of Paid-In Subscription During the Stockholders'
Shares Amount Capital Receivable Development Stage Equity
------ ------ -------- ------------ ----------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Capitalization at
Inception, December 24,
1996................... 50,063 $501 $ 9,499 $(10,000) $ -- $ --
Pushdown of Avicenna
acquisition............ -- -- 28,817 -- -- 28,817
Pushdown of CareAgents
acquisition............ -- -- 3,250 -- -- 3,250
Net loss................ -- -- -- -- (42,357) (42,357)
Capital contributions
from parent............ -- -- 11,856 -- -- 11,856
------ ---- -------- -------- -------- --------
Balance, June 30, 1997.. 50,063 501 53,422 (10,000) (42,357) 1,566
Net loss................ -- -- -- -- (10,335) (10,335)
Capital contributions
from parent............ -- -- 16,567 -- -- 16,567
------ ---- -------- -------- -------- --------
Balance, June 30, 1998.. 50,063 501 69,989 (10,000) (52,692) 7,798
Settlement of stock
subscription receivable
(unaudited)............ -- -- -- 10,000 -- 10,000
Equity issued to Cerner
(unaudited)............ 12,437 124 20,676 -- -- 20,800
Issuance of warrants to
THINC (unaudited)...... -- -- 1,700 -- -- 1,700
Net loss (unaudited).... -- -- -- -- (15,481) (15,481)
Capital contributions
from parent
(unaudited)............ -- -- 16,433 -- -- 16,433
------ ---- -------- -------- -------- --------
Balance, March 31, 1999
(unaudited)............ 62,500 $625 $108,798 $ -- $(68,173) $ 41,250
====== ==== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
Period From
Inception Nine Months Cumulative
(December 24, Year Ended From Inception
1996) Through Ended March 31, (December 24, 1996)
June 30, June 30, ----------------- Through March 31,
1997 1998 1998 1999 1999
------------- -------- ------- -------- -------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss $(42,357) $(10,335) $(7,790) $(15,481) $(68,173)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Write-off of acquired
in-process purchased
research and
development costs.... 32,185 -- -- -- 32,185
Write-off of acquired
intellectual property
and software
technologies......... 5,228 -- -- -- 5,228
Depreciation and
amortization......... 589 1,650 1,086 1,119 3,358
Write-off of
capitalized software
costs................ -- -- -- 2,381 2,381
Net loss from
investment in
unconsolidated
affiliate............ -- -- -- 212 212
Changes in operating
assets and
liabilities, net of
the effects of
acquisitions:
Other assets.......... 61 (217) (292) (187) (343)
Accounts payable...... (241) 329 (87) (347) (259)
Accrued liabilities... (476) (479) (911) (144) (1,099)
-------- -------- ------- -------- --------
Net cash used in
operating
activities.......... (5,011) (9,052) (7,994) (12,447) (26,510)
-------- -------- ------- -------- --------
Cash flows used in
investing activities:
Purchases of property,
plant & equipment.... (1,023) (2,097) (777) (124) (3,244)
Software development
costs................ (348) (4,624) (2,540) (7,769) (12,741)
Investment in
unconsolidated
affiliate............ -- -- -- (1,350) (1,350)
-------- -------- ------- -------- --------
Net cash used in
investing
activities.......... (1,371) (6,721) (3,317) (9,243) (17,335)
-------- -------- ------- -------- --------
Cash flows provided by
financing activities:
Proceeds from
subscription
receivable........... -- -- -- 10,000 10,000
Capital contribution
from parent.......... 6,628 15,842 11,309 16,433 38,903
-------- -------- ------- -------- --------
Net cash provided by
financing
activities.......... 6,628 15,842 11,309 26,433 48,903
-------- -------- ------- -------- --------
Net increase in cash
and cash equivalents.. 246 69 (2) 4,743 5,058
Cash and cash
equivalents, beginning
of period............. -- 246 246 315 --
-------- -------- ------- -------- --------
Cash and cash
equivalents, end of
period................ $ 246 $ 315 $ 244 $ 5,058 $ 5,058
======== ======== ======= ======== ========
Supplemental
information for non-
cash investing and
financing activities:
Pushdown of Avicenna
acquisition from
parent................ $ 28,817 -- -- -- $ 28,817
======== ======== ======= ======== ========
Pushdown of CareAgents
acquistion from
parent................ $ 3,250 -- -- -- $ 3,250
======== ======== ======= ======== ========
Contribution of
acquired intellectual
property and software
technologies from
parent................ $ 5,228 -- -- -- $ 5,228
======== ======== ======= ======== ========
Contribution of note
receivable from
parent................ -- $ 2,000 $ 2,000 -- $ 2,000
======== ======== ======= ======== ========
Issuance of equity for
software technology
licensed from Cerner.. -- -- -- $ 20,800 $ 20,800
======== ======== ======= ======== ========
Conversion of note
receivable into a
stock investment...... -- -- -- $ 2,000 $ 2,000
======== ======== ======= ======== ========
Issuance of warrants
for an investment in
THINC................. -- -- -- $ 1,700 $ 1,700
======== ======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.

F-7
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Nature of Operations and Summary of Significant Accounting Policies:

The Company--

On December 24, 1996, Synetic, Inc. ("Synetic" or the "Parent") acquired
Avicenna Systems Corporation (a Development Stage Company -- "Avicenna" -- See
Note 2), a privately held company that marketed and built Intranets for managed
healthcare plans, integrated healthcare delivery systems and hospitals. The
acquisition of Avicenna marked the Inception of Synetic's healthcare electronic
commerce business. On January 23, 1997, Synetic acquired CareAgents, Inc.
("CareAgents" -- See Note 2), a privately held company engaged in developing
Internet-based clinical commerce applications. On November 24, 1998, Synetic
formed Synetic Healthcare Communications, Inc., which was subsequently renamed
CareInsite, Inc. (the "Company"). On January 2, 1999, Synetic contributed the
stock of CareAgents to Avicenna. Concurrently, Avicenna contributed the stock
of CareAgents and substantially all of Avicenna's other assets and liabilities
to the Company (the "Formation"). Synetic also agreed to contribute $10,000,000
in cash to the Company, which amount was subsequently funded. The Formation has
been accounted for using the carryover basis of accounting and the Company's
financial statements include the accounts and operations of Avicenna and
CareAgents for all periods presented from the date each entity was acquired.
Upon Formation, the Certificate of Incorporation provided for authorized
capital stock consisting of 10,000,000 shares of common stock, $.01 par value
and 1,000,000 shares were subsequently issued. The shares issued in connection
with the Formation reflect the 50.0625-for-1 stock split of the common stock to
be effected in the form of a stock dividend to be declared and paid prior to
the closing of the initial public offering ("IPO") of the Company's common
stock. All references in the financial statements to shares, share prices, per
share amounts and warrants have been adjusted retroactively for the 50.0625-
for-1 stock split.

The Company is in the development stage. The Company intends to provide a
broad range of healthcare electronic commerce services which will leverage
Internet technology to improve communication among physicians, payers,
suppliers and patients. The provision of products and services using Internet
technology in the healthcare electronic commerce industry is subject to risks,
including but not limited, to those associated with competition from existing
companies offering the same or similar services, uncertainty with respect to
market acceptance of its products and services, rapid technological change,
management of growth, availability of future capital and minimal previous
record of operations or earnings.

In October 1998, the Company entered into agreements in principle with
The Health Information Network Connection LLC ("THINC") and Cerner Corporation
("Cerner").

THINC--

In January 1999, the Company, THINC, and THINC founding members, Greater
New York Hospital Association, Empire Blue Cross and Blue Shield, Group Health
Incorporated ("GHI"), and HIP Health Plans entered into definitive agreements
and consummated a transaction for a broad strategic alliance. Under this
arrangement, among other things, the Company (i) acquired a 20% ownership
interest in THINC in exchange for $1,500,000 and a warrant to purchase an
aggregate of 4,059,118 shares of common stock of the Company, (ii) agreed to
extend up to $2,000,000 and $1,500,000 in senior loans to THINC, (iii) entered
into a Management Services Agreement with THINC pursuant to which the Company
will manage all operations of THINC, including, providing THINC with certain
content and messaging services, (iv) licensed to THINC content and messaging
services for use over the THINC network and (v) entered into Clinical
Transaction Agreements with each of Empire, GHI and HIP (the "THINC Payers") to
provide online prescription and

F-8
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

laboratory transaction services. The Company's Clinical Transaction Agreement
with GHI specifies that the Company does not have the right to provide
prescription communication services to GHI unless either the Company enters
into an agreement with GHI's pharmacy benefit manager outlining a methodology
for the implementation of such services or GHI elects to proceed without such
an agreement. GHI's current pharmacy benefit manager is Merck-Medco, a company
with whom the Company is currently involved in litigation (See Note 8). To
date, the Company has not entered into any such agreement with Merck-Medco and
GHI has not made such election.

As part of this arrangement, THINC entered into Managed Care Transaction
Contracts with each of the THINC Payers whereby the THINC Payers agreed to use
the THINC network for their online medical claims submission, eligibility,
benefit plan detail, roster distribution, remittance advice distribution,
claims inquiry, referral/pre-certification and authorization, and encounter
submission transactions.

The warrant issued to THINC is exercisable 180 days following the
occurrence of an initial public offering ("IPO") of the Company's common stock
or, if an IPO has not occurred, at the end of term of the warrant. The exercise
price per share of the warrant is the lesser of (i) the price per share of
common stock issued in the IPO, if an IPO has occurred, and (ii) $4.00 per
share. The warrant expires on January 1, 2006, subject to certain exceptions.
The warrant and the shares of the Company's common stock issuable upon the
exercise of the warrant are subject to certain restrictions on transfer. The
estimated fair value of the warrant at the date issued was approximately
$1,700,000, as determined using the Black-Scholes option pricing model. The
Company will account for its investment in THINC using the equity method of
accounting. The carrying value of the Company's investment in THINC exceeds its
pro rata share of the net assets of THINC. This excess of $2,880,000 will be
amortized over a ten-year period. Summarized information for THINC is as
follows:

<TABLE>
<CAPTION>
March 31, 1999
------------------
<S> <C>
Current assets........................................ $ 615,000
Noncurrent assets..................................... 4,767,000
Current liabilities................................... 4,664,000
Noncurrent liabilities................................ 2,331,000
<CAPTION>
Three Months Ended
March 31, 1999
------------------
<S> <C>
Net revenues.......................................... $ 4,000
Net loss.............................................. (1,245,000)
</TABLE>

Assuming CareInsites' investment in THINC had been consummated on July 1,
1997, net loss and net loss per share for the year ended June 30, 1998 and the
nine months ended March 31, 1999 would have been $(11,089,000) or $(0.22) per
share and $(15,962,000) or $(0.29) per share, respectively. This pro forma
information is not necessarily indicative of what would actually have occurred
if the investment had been made on July 1, 1997, nor is it intended to be a
projection of future results.

Cerner--

In January 1999, the Company also entered into definitive agreements and
consummated a transaction with Cerner for a broad strategic alliance. Cerner, a
publicly traded corporation, is a supplier of clinical and management
information systems for healthcare organizations. Under this arrangement, the
Company, among other things, obtained a perpetual software license to the
functionality embedded in Cerner's Health Network

F-9
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Architecture ("HNA") including HNA Millennium Architecture in exchange for a
19.9% equity interest in the Company (such equity interest is subject to
certain restrictions on transfer and other adjustments). In addition, the
Company has issued to Cerner a warrant to purchase up to 1,008,445 shares of
common stock at $4.00 per share, exercisable only in the event THINC exercises
its warrant. Also, the Company will issue to Cerner 2,503,125 additional shares
of common stock on or after February 15, 2001 at $.01 per share in the event
the Company has achieved a stated level of physician participation by 2001. The
software acquired from Cerner was valued at approximately $20,800,000 based on
the value of the equity consideration as determined using an income approach
valuation methodology. A ten year forecast of revenues and costs was prepared
with the resulting cash flows reduced by working capital and capital
expenditures and then discounted to present value based on a weighted average
discount rate of 30%. Additionally, because the shares issued to Cerner have no
ready market and contain restrictions on transferability, a 15% lack of
marketability discount was applied. In connection with the Company's strategic
relationship with Cerner, the Company sold Cerner a beneficial interest to 2%
of THINC. As beneficial owner Cerner will receive any dividends, income and
liquidation or disposition proceeds related to their 2% interest. However, the
Company will remain the owner of record, will exercise voting rights and will
have the right to sell, transfer, exchange, encumber, or otherwise dispose of
this 2% interest. Cerner has also agreed to fund $1,000,000 of the Company's
$2,000,000 senior loan to THINC. Additionally, the Company and Cerner entered
into a Marketing Agreement that allows for the marketing and distribution of
the Company's services to the physicians and providers associated with more
than 1,000 healthcare organizations who currently utilize Cerner's clinical and
management information system. In addition, Cerner committed to make available
engineering and systems architecture personnel and expertise to accelerate the
deployment of the Company's services, as well as ongoing technical support and
future enhancements to HNA.

Principles of Consolidation--

The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiary, CareAgents, after elimination
of all significant intercompany accounts and transactions.

Interim Financial Information--

Information for the nine months ended March 31, 1998 and 1999 is
unaudited and has been prepared on the same basis as the audited financial
statements and includes all adjustments, consisting only of normal recurring
adjustments that management considers necessary for a fair presentation of the
Company's operating results for such periods. Results for the nine months ended
March 31, 1999 are not necessarily indicative of results to be expected for the
full fiscal year 1999 or for any future period.

Fair Value of Financial Instruments--

The carrying amounts of cash and cash equivalents and note receivable
approximate fair value because of the short-term maturity of these instruments.

Cash and Cash Equivalents--

The Company considers all investment instruments with a maturity of three
months or less from the date of purchase to be the equivalent of cash for
purposes of balance sheet presentation and for the consolidated statements of
cash flows.

F-10
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Property, Plant and Equipment--

Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided principally on the straight-line method over
the estimated useful lives of the assets. Annual depreciation rates range from
20% to 33% for leasehold improvements and from 10% to 33% for machinery and
equipment and furniture and fixtures. Expenditures for maintenance, repair and
renewals of minor items are charged to operations as incurred. Major
betterments are capitalized.

Capitalized Software Development Costs--

The Company capitalizes costs incurred for the production of computer
software for use in the sale of each of its products and services. The
Company's products and services include prescription communication services,
laboratory communication services, managed care services (which include claims
services, eligibility services and referral and pre-certification authorization
services), content services and messaging services. Costs capitalized include
direct labor and related overhead for software produced by the Company and the
costs of software licensed from third parties related to each of its products
and services. All costs in the software development process which are
classified as research and development are expensed as incurred until
technological feasibility has been established. Once technological feasibility
has been established, such software development costs are capitalized until the
software is commercially available. Such costs are recorded at the lower of
unamortized cost or net realizable value. As of June 30, 1997, June 30, 1998
and March 31, 1999, capitalized internally generated costs were $348,000,
$4,368,000 and $4,353,000, respectively. As of June 30, 1998 and March 31,
1999, amounts capitalized for software licensed from vendors were $604,000 and
$26,977,000, respectively. There were no capitalized costs for software
licensed from third party vendors as of June 30, 1997. Software licensed from
vendors include amounts capitalized related to the perpetual software licenses
obtained from Cerner.

The Company abandoned its development efforts with respect to certain of
its products and services. Those efforts were abandoned as a result of
encountering a high risk development issue associated with integrating those
products and services with the acquired Cerner technology. Accordingly, the
capitalized software costs related to these products and services in the amount
of $2,381,000 were written off in December 1998 and included in research and
development expenses in the nine-month period ended March 31, 1999.

For the period from inception (December 24, 1996) through June 30, 1997,
$5,228,000 of costs associated with the acquisitions of certain intellectual
property and software technologies was expensed as research and development as
technological feasibility had not been reached.

Long-Lived Assets--

In accordance with Statement of Financial Accounting Standard ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining estimated useful life
of long-lived assets requires revision or that all or a portion of the
remaining balance may not be recoverable. Management does not believe that any
such events or changes in circumstances have occurred.

F-11
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Accrued Liabilities--

Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
June 30
-------------
1997 1998
------ ------
<S> <C> <C>
Accrued payroll and benefit costs........................... $ 233 $ 408
Accrued software costs...................................... -- 400
Accrued acquisition costs................................... 1,256 109
Accrued consulting.......................................... 25 154
Other....................................................... 131 95
------ ------
Total................................................... $1,645 $1,166
====== ======
</TABLE>

Revenue Recognition--

The Company recognizes revenues from the management services it provides
to THINC. Revenues are recognized as the services are performed.

Income Taxes--

The Company accounts for income taxes pursuant to SFAS 109, "Accounting
for Income Taxes", which uses the liability method to calculate deferred income
taxes.

The Company is included in the consolidated federal income tax return of
Synetic. The accompanying consolidated statements of operations reflect income
taxes as if the Company filed a separate tax return.

Net Loss Per Share--

Basic net loss per share and diluted net loss per share are presented in
conformity with SFAS No. 128, "Earnings per Share" and SEC Staff Accounting
Bulletin No. 98 ("SAB 98"). Under SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing net income by the weighted-average number of
common shares outstanding for the period. In accordance with SAB 98, the
Company has determined that there were no nominal issuances of the Company's
common stock prior to the proposed IPO. The calculation of diluted net loss per
share excludes shares of common stock issuable upon exercise of employee stock
options as the effect of such exercises would be anti-dilutive. Common shares
outstanding and per share amounts reflect the Formation and are considered
outstanding from inception.

Accounting for Stock-Based Compensation--

The Company accounts for its stock-based employee compensation agreements
in accordance with the provisions of Accounting Principles Board Opinion No.
25.

Use of Estimates--

F-12
<PAGE>

CAREINSITE, INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards--

In June 1997, the Financial Accounting Standards Board, (FASB), issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." The Company is required to adopt SFAS No. 131 for its year ending
June 30, 1999. SFAS No. 131 requires disclosure of certain information
regarding operating segments, products and services, geographic areas of
operation and major customers. Adoption of SFAS No. 131 is expected to have no
material impact on the Company's financial condition or results of operations.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company is required to adopt SFAS No.
133 for its year ending June 30, 2000. SFAS No. 133 establishes methods of
accounting for derivative financial instruments and hedging activities related
to those instruments as well as other hedging activities. Because the Company
currently holds no derivative financial instruments and does not currently
engage in hedging activities, adoption of SFAS No. 133 is expected to have no
material impact on the Company's financial condition or results of operations.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position, or "SOP," 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that entities capitalize certain costs related to internal-use software once
certain criteria have been met. The Company is required to implement SOP 98-1
for the year ending June 30, 2000. Adoption of SOP 98-1 is expected to have no
material impact on the Company's financial condition or results of operations.

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position or "SOP" 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 requires that entities expense start-up costs as
incurred. The Company is required to implement SOP 98-5 for the year ending
June 30, 2000. Adoption of SOP 98-5 is expected to have no material impact on
the Company's financial condition or results of operations.

(2) Acquisitions:

Avicenna--

On December 24, 1996, Synetic acquired the outstanding equity and
indebtedness (including employee stock options) of Avicenna, a privately-held
company located in Cambridge, Massachusetts, for 428,643 shares of Synetic's
common stock and 161,015 shares of Synetic's common stock to be issued in
connection with the exercise of employee stock options. The shares issued were
subject to certain limitations restricting the liquidity and transferability of
such shares. The fair value of the shares as determined by management, was
approximately $47.37 per share. A discount was applied to the market value of
Synetic stock to reflect the limitations restricting the liquidity and
transferability of such shares to arrive at this amount. The acquisition was
accounted for using the purchase method with the purchase price being allocated
to assets acquired and liabilities assumed based on their fair values.

F-13
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of the purchase price allocation is as follows (in thousands):

<TABLE>
<S> <C>
Cash.............................................................. $ 42
Short-term investments............................................ 240
Other assets...................................................... 216
Property, plant and equipment..................................... 759
Purchased research and development................................ 28,600
Intangible assets................................................. 1,502
Goodwill.......................................................... 116
Accounts payable.................................................. (507)
Accrued liabilities............................................... (2,151)
-------
$28,817
=======
</TABLE>

The intangible assets of $1,502,000 represent the estimated fair market
value of Avicenna's existing technical staff. The amount allocated to technical
staff was determined based on the estimated costs to recruit, train and develop
a replacement workforce. The significant assumptions include salary and benefit
levels and expected employee turnover rate. The amount allocated to acquired
in-process research and development of $28,600,000 was determined using
established valuation techniques. Remaining amounts have been allocated to
goodwill and were amortized over a two-year period.

CareAgents--

On January 23, 1997, Synetic acquired CareAgents for 106,029 shares of
Synetic's common stock. The shares issued were subject to certain limitations
restricting the liquidity and transferability of such shares. The fair value of
the shares as determined by management, was approximately $30.65 per share. A
discount was applied to the market value of Synetic stock to reflect the two-
year limitation restricting the liquidity and transferability of such shares to
arrive at this amount. CareAgents was an early development stage company
focused on Internet-based clinical commerce applications. The acquisition was
accounted for using the purchase method with the purchase price being allocated
to the assets acquired, purchased research and development of $3,585,000 and
liabilities assumed of $335,000, based on their fair values. The amount
allocated to purchased research and development of $3,585,000 was determined
using established valuation techniques.

Acquired In-Process Research and Development--

In connection with the acquisitions of Avicenna and CareAgents, an
allocation of the purchase price was made to acquired in-process research and
development. The estimates of fair value for the purchased research and
development are primarily the responsibility of management. These amounts have
been expensed on the respective acquisition dates as the in-process research
and development had not reached technological feasibility and had no
alternative future use. A description of the acquired in-process research and
development and the estimates made are as follows:

Avicenna--

The amount allocated to acquired in-process research and development of
$28,600,000 was determined based on an income approach valuation methodology.
The valuation projected revenue and costs over a nine year period with
profitability commencing in three years and increasing steadily through year
nine. The

F-14
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

assumptions on which the projections were based are subject to a high degree of
uncertainty. The more significant uncertainties were those regarding the timing
and extent of the estimated revenues associated with this technology as well as
the estimated costs to complete the development. A nine year forecast of
revenues and costs attributable to the acquired technology was prepared. The
nine year projection period was consistent with the expected useful life of the
Intranets under development. The resulting operating cash flows were then
reduced by working capital and capital expenditures and discounted to present
value based upon a discount rate of 30%.

Avicenna was in the early stages of its development and the systems under
development had not yet reached technological feasibility. There was no
alternative future use for the technology then developed.

Avicenna had incurred approximately $1,263,000 in research and
development costs to develop the technology to its then current status.
Significant costs remained to complete the technological capabilities of its
product line and then migrate those capabilities to a new business model
envisioned by Synetic.

CareAgents--

The entire purchase price of $3,585,000 was assigned to acquired in-
process purchased research and development. The purchase price allocation to
acquired in-progress research and development was determined based on an income
approach methodology. The assumptions on which the projections were based are
subject to a high degree of uncertainty. The more significant uncertainties
were those regarding the timing and extent of the estimated revenues associated
with this technology as well as the estimated costs to complete the
development, as the company was in its initial stages of development. A nine
year forecast of revenues and costs attributable to the acquired technology was
prepared. The nine year projection period was consistent with the expected
useful life of the Intranets under development. The resulting operations cash
flows were then reduced by working capital and capital expenditures and
discounted to present value based upon a discount rate of 50%.

CareAgents' technology was in the very early stages of development with
basic user requirements, a business plan, preliminary system architecture with
process flow diagrams and prototyping efforts comprising the work completed to
date. Substantial costs remained to mature the technology to the point of
technological feasibility and then complete for first product deployment. No
work had been completed on a detailed engineering design or on building or
testing any substantive code.

(3) Stockholders' Equity:

Included in capital contributions from parent for the period from
Inception (December 24, 1996) through June 30, 1997 is $5,228,000 of rights to
certain intellectual property and software technologies purchased by Synetic to
be utilized in the development of the Company's healthcare communications
business.

Included in capital contributions from parent for the year ended June 30,
1998 is an assignment by Synetic of rights to an 8% Senior Convertible Note for
$2,000,000 from a privately held company (See Note 7).

F-15
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(4) Income Taxes:

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. At
June 30, 1998 and March 31, 1999, deferred tax liabilities of $1,275,000 and
$1,415,000, respectively, primarily relate to software development costs
capitalized for financial reporting purposes and expensed for tax purposes.

For the period from inception (December 24, 1996) through January 2,
1999, the tax benefits associated with net operating losses generated by the
Company were retained by Synetic. Accordingly, no tax benefit has been or will
be reflected in the accompanying financial statements for these net operating
losses.

(5) Stock Options:

The Company expects to adopt a stock option plan covering its employees,
officers and directors, and certain consultants, agents and key contractors.
The Company intends to grant stock options under this plan to certain
employees, officers and directors in connection with an IPO of the Company's
common stock. The Company intends to grant such stock options at fair market
value.

Historically, the employees of the Company have participated in the stock
option plans of Synetic. These plans provide for both non-qualified and
incentive stock options. Generally, options granted under these plans become
exercisable at a rate of 20% on each annual anniversary of the grant and expire
within ten to fifteen years from the date of the grant and have an exercise
price equal to 100% of the fair market value of Synetic's common stock on the
date of grant.

Synetic has elected to follow APB No. 25 in accounting for its employee
stock options. Accordingly, no compensation cost has been recognized for option
plans. Had the determination of compensation costs for employees of the Company
who participated in the stock option plans of Synetic been based on the fair
value at the grant dates for awards under these plans, consistent with the
method of SFAS No. 123, the Company's net loss would have been $(45,570,000)
and $(20,340,000) and basic and diluted loss per share would have been $(0.91)
and $(0.41) for the period from Inception (December 24, 1996) through June 30,
1997 and for the year ended June 30, 1998, respectively. At June 30, 1998, the
Company's employees had 4,173,444 and 717,739 of Synetic's stock options
outstanding and exercisable, respectively.

The pro forma results are not intended to be indicative of or a
projection of future results.

The fair value of each option grant is estimated on the date of grant by
using the Black-Scholes option-pricing model. The following weighted average
assumptions were used:

<TABLE>
<CAPTION>
1997 1998
----------- ----------
<S> <C> <C>
Expected dividend yield......................... 0% 0%
Expected volatility............................. .2722 .2986
Risk-free interest rates........................ 6.5% 6.3%
Expected option lives (years)................... .083 - 1.74 .50 - 2.00
Weighted average fair value of options granted
during the year................................ $ 10.11 $ 13.10
</TABLE>

F-16
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(6) Related Party Transactions:

Tax Sharing Agreement--

Upon completion of the offering, the Company will cease to file a
consolidated federal income tax return with Synetic, but will continue to file
a combined tax return with Synetic for California income tax purposes. The
Company and Synetic will enter into a tax sharing agreement providing that, for
periods prior to the offering and during which the Company was included in
Synetic's consolidated federal income tax returns, the Company will be required
to pay Synetic an amount equal to our federal income tax liabilities for these
periods, determined as if the Company had filed federal income tax returns on a
separate company basis. Additionally, for periods both before and after the
offering, in situations where the Company files a combined return with Synetic
for state income tax purposes, such as for California, the Company will be
required to pay Synetic an amount equal to the Company's state income tax
liabilities, determined as if the Company had filed state income tax returns on
a separate company basis. If the Company experiences a net operating loss
resulting in no federal or state income tax liability for a taxable period in
which it was included in Synetic's consolidated federal or combined state
income tax returns, the Company will be entitled to a payment from Synetic
equal to the reduction, if any, in the federal or state income tax liability of
the Synetic consolidated group by reason of the use of the Company's net
operating loss. Further, under the tax sharing agreement, if the Company
receives a net tax benefit for certain equity based compensation arrangements
involving Synetic stock, or for the payment by Synetic of certain litigation
expenses and damages pursuant to the terms of an indemnification agreement
between the Company and Synetic as described below, then the Company is
required to pay an amount equal to those tax benefits to Synetic when they are
actually realized by the Company. The tax sharing agreement also will provide
for Synetic to conduct tax audits and tax controversies on the Company's behalf
for periods, and with respect to returns, in which the Company is included in
the Synetic consolidated or combined returns.

Services Agreement--

The Company and Synetic have entered into a services agreement dated as
of January 1, 1999, pursuant to which Synetic will provide the Company with
certain administrative services which may include payroll, accounting, business
development, legal, tax, executive services and information processing and
other similar services. The Company will pay the actual costs of providing
these services. Such costs will include an allocable portion of the
compensation and other related expenses of employees of Synetic who serve as
officers of the Company. This agreement will be terminable by either party upon
60 days prior written notice in certain events, or by Synetic, at any time, if
Synetic ceases to own at least 50% of the voting stock of the Company. The
services agreement shall terminate by its terms, if not previously terminated
or renewed, on January 1, 2004.

Allocations from Synetic to the Company were $230,000, $836,000, $562,000
and $747,000 for the period from Inception (December 24, 1996) through June 30,
1997, for the fiscal year ended June 30, 1998 and for the nine months ended
March 31, 1998 and 1999, respectively. The allocation was calculated based on
the estimated time the Synetic employees worked providing services to the
Company.

Indemnification Agreement--

The Company and Synetic will enter into an indemnification agreement,
under the terms of which the Company will indemnify and hold harmless Synetic,
on an after tax basis, with respect to any and all claims,

F-17
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

losses, damages, liabilities, costs and expenses that arise from or are based
on the operations of the business of the Company before or after the date of
the consummation of the offering. Similarly, Synetic will indemnify and hold
harmless the Company, on an after tax basis, with respect to any and all
claims, losses, damages, liabilities, costs and expenses that arise from or are
based on the operations of Synetic other than the business of the Company
before or after the date of the consummation of the offering. With respect to
the Merck litigation, this agreement provides that Synetic will bear both the
actual costs of conducting the litigation and any monetary damages that may be
awarded to Merck and Merck-Medco in the litigation. The Company will record any
amounts funded by Synetic as a capital contribution. The agreement further
provides that any damages awarded to the Company and Synetic in the litigation
will be for the account of Synetic. Finally, the agreement provides that
Synetic shall not be responsible for any losses suffered by CareInsite
resulting from any equitable relief obtained by Merck-Medco against CareInsite,
including, but not limited to, any lost profits, other losses, damages,
liabilities, or costs or expenses arising from such equitable relief.

(7) Note Receivable:

On March 24, 1998 Synetic loaned a privately held company ("Debtor")
$2,000,000 under an 8% Senior Convertible Note due March 23, 1999 (the "Note").
In connection with the formation of the Company, Synetic assigned its rights
under the Note to the Company. In January, 1999, Debtor was acquired by another
privately held company ("Successor"). In connection with this acquisition, the
Company elected to convert the Note into 291,952 shares of Successor's Series B
Preferred Stock ("Preferred"). The Preferred is convertible into common stock
(i) at the Company's option any time after the anniversary date of issuance,
and (ii) automatically immediately prior to an IPO of Successor. In 1999, the
Successor filed a registration statement for an IPO. The Preferred is included
in investments on the March 31, 1999 consolidated balance sheet.

(8) Commitments and Contingencies:

Legal Proceedings--

On February 18, 1999, Merck & Co., Inc. and Merck-Medco Managed Care,
L.L.C. filed a complaint in the Superior Court of New Jersey against the
Company, Synetic, Martin J. Wygod, Chairman of the Company and Synetic, and
three officers and/or directors of the Company and Synetic, Paul C. Suthern,
Roger C. Holstein and Charles A. Mele. The plaintiffs assert that the Company,
Synetic and the individual defendants are in violation of certain non-
competition, non-solicitation and other agreements with Merck and Merck-Medco,
and seek to enjoin the Company and them from conducting the Company's
healthcare e-commerce business and from soliciting Merck-Medco's customers. The
Synetic and Wygod agreements provide an expiration date of May 24, 1999. Mr.
Suthern's, Mr. Mele's and Mr. Holstein's agreements expire in December 1999,
March 2000 and September 2002, respectively.

A hearing was held on March 22, 1999 on an application for preliminary
injunction filed by Merck and Merck-Medco. On April 15, 1999, the Superior
Court denied this application. The Company believes that Merck's and Merck-
Medco's positions in relation to it and the individual defendants are without
merit and the Company intends to vigorously defend the litigation. However, the
outcome of complex litigation is uncertain and cannot be predicted at this
time. Any unanticipated adverse result could have a material adverse effect on
the Company's financial condition and results of operations.

The Company has recorded $2,500,000 in litigation costs associated with
the Merck and Merck-Medco litigation for the nine months ended March 31, 1999.

F-18
<PAGE>

CAREINSITE, INC.

(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Leases--

The Company leases office space and equipment under various
noncancellable operating leases. Rental expense was $270,000 and $1,241,000 for
the period from Inception (December 24, 1996) through June 30, 1997 and for the
fiscal year ended June 30, 1998, respectively. The minimum aggregate rental
commitments under noncancellable leases, excluding renewal options, are as
follows (in thousands):

<TABLE>
<CAPTION>
Years ending June 30,
---------------------
<S> <C>
1999.............................................................. $1,270
2000.............................................................. 1,229
2001.............................................................. 1,207
2002.............................................................. 805
Thereafter........................................................ --
</TABLE>

(9) Subsequent Event

On May 24, 1999, the Company completed the acquisition of Med-Link
Technologies, Inc. ("Med-Link"), a provider of electronic data interchange
services based in Somerset, New Jersey. Med-Link had net sales of approximately
$3,076,000 for the twelve months ended December 31, 1998. The purchase price
for the outstanding capital stock of Med-Link was $14,000,000 in cash. The
acquisition was funded through the sale of 875,000 shares of common stock at a
price of $16.00 per share for total proceeds of $14,000,000. Of these 875,000
shares sold, Parent purchased 700,875 shares and Cerner purchased 174,125
shares. The acquisition will be accounted for using the purchase method of
accounting.

F-19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Avicenna Systems Corporation:

We have audited the accompanying statements of operations, changes in
redeemable convertible preferred stock and stockholder's deficit and cash flows
of Avicenna Systems Corporation (a Massachusetts corporation in the development
stage) for the year ended December 31, 1995, for the period from January 1,
1996 through December 23, 1996 and for the period from inception (September 20,
1994) through December 23, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Avicenna Systems Corporation for the year ended December 31, 1995, for the
period from January 1, 1996 through December 23, 1996 and for the period from
inception (September 20, 1994) through December 23, 1996 in conformity with
generally accepted accounting principles.

Arthur Andersen LLP

Roseland, New Jersey
February 22, 1999

F-20
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
Cumulative from
Period from Inception
January 1, (September 20,
Year Ended 1996 Through 1994) Through
December 31, December 23, December 23,
1995 1996 1996
------------ ------------ ---------------
<S> <C> <C> <C>
Revenue............................. $ -- $ 20 $ 20
----- ------- -------
Operating expenses
Research and development.......... 86 1,161 1,263
Sales and marketing............... 12 1,297 1,318
General and administrative........ 69 860 936
----- ------- -------
Total operating expenses............ 167 3,318 3,517
----- ------- -------
Net loss............................ $(167) $(3,298) $(3,497)
===== ======= =======
Preferred stock dividends........... -- (241) (241)
----- ------- -------
Net loss applicable to common
stockholder........................ $(167) $(3,539) $(3,738)
===== ======= =======
Net loss per share applicable to
common stockholder --basic and
diluted............................ $(.44) $ (9.34) $ (9.86)
===== ======= =======
Weighted average common shares
outstanding -- basic and diluted... 379 379 379
===== ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-21
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDER'S DEFICIT
(in thousands)

<TABLE>
<CAPTION>
Redeemable Convertible
Preferred Stock Stockholder's Deficit
------------------------ -----------------------------------------
Deficit
Common Accumulated
Stock Additional During the Total
Number of Carrying Number Carrying Paid-In Development Stockholder's
Shares Value of Shares Value Capital Stage Deficit
----------- ----------- --------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial capitalization,
September 20, 1994..... -- $ -- 379 $ 4 $-- $ (4) $ --
Net loss................ -- -- -- -- -- (32) (32)
---------- ----------- --- --- --- ------- -------
Balance, December 31,
1994................... -- -- 379 4 -- (36) (32)
Sales of Series A
redeemable convertible
preferred stock, net of
issuance costs......... 450 1,350 -- -- -- (38) (38)
Capital contributed in
connection with
repayment of
stockholder loans...... -- -- -- -- 32 -- 32
Net loss................ -- -- -- -- -- (167) (167)
---------- ----------- --- --- --- ------- -------
Balance, December 31,
1995................... 450 1,350 379 4 32 (241) (205)
Sales of Series A
redeemable convertible
preferred stock........ 583 1,750 -- -- -- -- --
Preferred stock
dividends.............. -- 241 -- -- -- (241) (241)
Net loss................ -- -- -- -- -- (3,298) (3,298)
---------- ----------- --- --- --- ------- -------
Balance, December 23,
1996................... 1,033 $ 3,341 379 $ 4 $32 $(3,780) $(3,744)
========== =========== === === === ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-22
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
Cumulative From
Period From Inception
January 1, 1996 (September 20, 1994)
Year Ended Through Through
December 31, 1995 December 23, 1996 December 23, 1996
----------------- ----------------- --------------------
<S> <C> <C> <C>
Cash flows from
operating activities:
Net loss............. $ (167) $(3,298) $(3,497)
Adjustments to
reconcile net loss
to net cash used in
operating
activities:
Depreciation........ 2 136 138
Changes in current
assets and
liabilities
Accounts payable.... -- 496 507
Accrued expenses.... 45 35 80
Accounts
receivable......... -- (84) (84)
Customer deposits... -- 79 79
Other............... (8) (21) (29)
------ ------- -------
Net cash used in
operating
activities........ (128) (2,657) (2,806)
------ ------- -------
Cash flows used in
investing activities:
Purchase of property
and equipment....... (136) (760) (896)
Increase in other
assets.............. (11) (99) (110)
------ ------- -------
Net cash used in
investing
activities......... (147) (859) (1,006)
------ ------- -------
Cash flows from financ-
ing activities:
Proceeds from
stockholder loans... 111 -- 132
Payments of
stockholder loans... (100) -- (100)
Proceeds from
issuance of 7%
demand note......... -- 1,000 1,000
Proceeds from sale of
redeemable
convertible
preferred stock,
net................. 1,312 1,750 3,062
------ ------- -------
Net cash provided by
financing
activities......... 1,323 2,750 4,094
------ ------- -------
Net increase/(decrease)
in cash and cash
equivalents........... 1,048 (766) 282
Cash and cash
equivalents, beginning
of period............. -- 1,048 --
------ ------- -------
Cash and cash
equivalents, end of
period................ $1,048 $ 282 $ 282
------ ------- -------
Supplemental Disclosure
of Noncash Investing
and Financing
Activities:
Contribution of loan
payable to
stockholder to
capital............. $ 32 $ -- $ 32
====== ======= =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-23
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

NOTES TO FINANCIAL STATEMENTS

(1) Nature of Operations and Summary of Significant Accounting Policies:

The Company--

Avicenna Systems Corporation (the "Company") was incorporated on
September 20, 1994 to develop Internet technology based systems for healthcare
organizations. Prior to December 15, 1995, the Company operated as an S
Corporation for federal and state income tax purposes. On December 24, 1996,
all of the outstanding equity and indebtedness (including employee stock
options) of the Company were acquired by Synetic, Inc.

The Company is in the development stage and is devoting substantially all
of its efforts toward product research and development. The Company is subject
to a number of risks similar to those of other development companies,
including the development of commercially viable products, competition from
substitute products and larger companies, and the ability to obtain adequate
additional financing necessary to fund product development.

The accompanying financial statements reflect the application of certain
accounting practices as described in this note and elsewhere in the notes to
the financial statements. Financial statements prepared in conformity with
generally accepted accounting principles require the use of estimates. Actual
results could vary from estimates.

Reclassifications--

Certain reclassifications have been made to prior year amounts to conform
to current year presentation.

Depreciation--

The Company provides for depreciation by charges to operations in amounts
that allocate the cost of property and equipment on a straight-line basis over
their estimated useful lives of 3 years for computers and equipment and 5
years for furniture and fixtures.

Loan Payable to Stockholder--

Through December 31, 1994, a stockholder of the Company advanced the
Company approximately $21,000 for operating expenses incurred in 1994. During
1995, this stockholder advanced the Company an additional amount of
approximately $111,000. These advances were non-interest-bearing. Upon the
closing of the sale of the Series A redeemable convertible preferred stock,
$100,000 of these advances was repaid, and the remaining balance of
approximately $32,000 was contributed to capital.

Research and Development--

The Company has evaluated the establishment of technological feasibility
of its products in accordance with Statement of Financial Accounting Standards
("SFAS") No. 86, Accounting for the Costs of Computer Software To Be Sold,
Leased or Otherwise Marketed. All costs in the software development process
which are classified as research and development are expensed as incurred
until technological possibility has been established. The Company defines the
technological feasibility as the completion of a working model. The time

F-24
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

NOTES TO FINANCIAL STATEMENTS--(Continued)

period during which costs could be capitalized from the point of researching
technological feasibility until the time of general product release is very
short, and consequently, the amounts that could be capitalized are not material
to the Company's financial position or results of operations. Therefore, the
Company has charged all such costs to research and development in the period
incurred.

Net Loss Per Share--

Basic and diluted net loss per share is based on the average number of
shares outstanding during the year. Diluted loss per share is the same as basic
as the inclusion of common stock equivalents would be antidilutive.

Accounting for Stock-Based Compensation--

The Company accounts for its stock-based employee compensation agreements
in accordance with the provisions of Accounting Principles Board Opinion No.
25.

(2) Income Taxes:

The Company provides for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Under the liability method specified by SFAS No.
109, a deferred tax asset or liability is determined based on the difference
between the financial statement and the tax bases of assets and liabilities, as
measured by the enacted tax rates assumed to be in effect when those
differences reverse.

Prior to December 15, 1995 the Company elected to be taxed as an S
Corporation for federal and state income tax purposes.

As of December 23, 1996 the Company had a net operating loss carryforward
of approximately $1.2 million. A full valuation allowance has been recorded
against the Company's deferred tax asset as of December 23, 1996, as the
ultimate realization of this asset is not assured.

(3) Convertible Demand Notes:

In October 1996, the Company entered into an agreement with the majority
of the holders of the Series A Preferred Stock (the Purchasers) to sell to the
Purchasers, on a pro rata basis and from time to time over a period of six
months, up to $3,000,000 of the Company's Convertible Demand Notes (the Demand
Notes). The interest rate for each of these notes is 7%. In conjunction with
the issuance of each note, the Company has agreed to issue to each of the
Purchasers a warrant to purchase additional Equity Securities. The aggregate
exercise price of the warrant is equal to 25% of the principal amount of each
note sold to the Purchasers. As of December 23, 1996, the Company has issued a
total of $1,000,000 of Demand Notes with accompanying warrants. The warrants
expire at the earliest to occur of (i) either the sale of the Company, (ii) the
effective date of an initial public offering of any stock or security of the
Company, or (iii) the third anniversary of the closing date of the Additional
Sale.

(4) Redeemable Convertible Preferred Stock:

The Company has 1,066,667 authorized shares of preferred stock, all of
which have been designated as Series A Redeemable Convertible Preferred Stock
(Series A Preferred Stock). The Company has reserved

F-25
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

NOTES TO FINANCIAL STATEMENTS--(Continued)

1,066,667 shares of common stock related to the conversion of Series A
Preferred Stock. On December 15, 1995 the Company sold 450,000 shares of Series
A Preferred Stock for $3.00 per share. The issuance resulted in gross proceeds
to the Company of $1,350,000. The holders of the Series A Preferred Stock were
also given the right to purchase up to an additional 583,333 shares of Series A
Preferred Stock. In February 1996, the Company issued an additional 15,000
shares of Series A Preferred Stock at $3.00 per share, and in June 1996 the
Company issued an additional 568,334 shares of Series A Preferred Stock at
$3.00 per share. These issuances resulted in gross proceeds to the Company of
approximately $1,750,000. The rights, preferences and privileges of the holders
of the Series A Preferred Stock are as follows:

Dividends--

Each holder of Series A Preferred Stock is entitled to receive, when and
if declared by the Board of Directors, quarterly dividends at the annual rate
of $0.24 per share. These dividends, whether or not earned or declared, are
cumulative. At December 23, 1996, total dividends in arrears were $240,900.

Conversion--

Each share of Series A Preferred Stock is convertible at any time into
common stock at the exchange rate in effect at the time of the conversion,
currently a one-to-one exchange rate, and is subject to appropriate
adjustments, as defined. In addition, any accumulated dividends are convertible
into common stock at the then current conversion rate. Conversion is automatic
upon the closing of a public stock offering of common stock in which the
aggregate proceeds to the Company are at least $10,000,000 and the price per
share is at least $15.00.

Voting--

Each holder of Series A Preferred Stock is entitled to the number of
votes equal to the number of shares of common stock into which such preferred
stock is then currently convertible.

Liquidation--

In the event of liquidation, the holders of the Series A Preferred Stock
are entitled to receive a liquidation preference equal to $3.00 per share plus
any amount of declared but unpaid dividends, including the cumulative
dividends. Any remaining assets will be distributed on a pro rata basis among
the holders of common stock, as defined.

Redemption--

The Company is required to offer to redeem, on a pro rata basis, the
shares of Series A Preferred Stock at the rate of 25% per annum beginning
December 31, 2000 and on each succeeding anniversary date until all shares are
redeemed, at the rate of $3.00 per share plus all declared but unpaid
dividends, excluding the cumulative dividends. The redemption requirement is
waived if less than 60% of the holders of Series A Preferred Stock accept the
offer. If the Company has insufficient funds to redeem the shares at the
redemption date, then the Company is required to use available funds at the end
of each succeeding quarter or quarters to meet redemption requirements.

F-26
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(5) Stockholder's Deficit:

Restricted Stock Agreement--

The Company's founder and sole common stockholder and the holders of the
Series A Preferred Stock have entered into a restricted stock agreement whereby
the Company has the right to repurchase all of the founder's common stock
unless certain length of employment conditions are met. The restriction
provides that as of December 31, 1995, 25% of the shares have become
unrestricted under the agreement. The lapsing of the restriction of an
additional 25% occurred in June 1996, at the time of the second closing of the
Series A Preferred Stock. The lapsing of the restriction will continue under
the agreement at the rate of 3.125% per quarter for the next 16 quarters
following December 31, 1995, unless employment is terminated for any reason.
The lapsing of the restriction will accelerate by 75% of unrestricted shares in
the event of a sale or merger of the Company involving a change of more than
50% of the Company's voting stock or a sale of substantially all of the
Company's assets.

(6) Stock Options:

In 1995, the Company adopted the 1995 Stock Option Plan (the 1995 Plan).
Under the 1995 Plan, stock options, consisting of either incentive stock
options or non qualified stock options, may be granted to directors, officers,
employees and consultants of the Company to purchase shares of the Company's
common stock at no less than the fair market value of the Company's common
stock at the grant date. Options become exercisable at the rate of 25% per year
on the anniversary date of the grant and generally expire 10 years from the
date the option is granted. In the event of (i) a sale or merger of the Company
involving a change of more than 50% of the voting stock, (ii) a sale of
substantially all of the Company's assets, or (iii) a liquidation of the
Company, as defined, unvested options shall be subject to accelerated vesting.
Upon the occurrence of such an event, 75% of all unvested options shall
immediately vest, provided that the Series A Preferred Stockholders receive a
certain minimum rate of return on their investment, as defined. As of December
23, 1996, the Company had reserved 716,800 shares of common stock for issuance
under its 1995 Plan. A summary of activity under the 1995 Plan is as follows:

<TABLE>
<CAPTION>
Number of Exercise Price
Shares Per Share
--------- --------------
<S> <C> <C>
Balance, December 31, 1994........................ -- $ --
Granted......................................... 106,176 0.30
-------
Balance, December 31, 1995........................ 106,176 0.30
Granted......................................... 566,396 0.30
-------
Balance, December 23, 1996........................ 672,572 0.30
=======
Exercisable, December 23, 1996.................... 50,244 $0.30
=======
</TABLE>

The Company has elected to follow APB No. 25 in accounting for its
employee stock options. Accordingly, no compensation cost has been recognized
for its stock option plan. Had compensation costs been based on the fair value
method of SFAS No. 123, the Company's net loss would have been $(181,000) for
the year ended December 31, 1995 and $(3,580,000) for the period from January
1, 1996 through December 23, 1996 and basic and diluted net loss applicable to
common stockholder would have been $(.48) for the year ended December 31, 1995
and $(9.45) for the period from January 1, 1996 through December 23, 1996.

F-27
<PAGE>

AVICENNA SYSTEMS CORPORATION
(a Development Stage Company)
(Predecessor Business)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The pro forma results indicated above are not intended to be indicative
of or a projection of future results.

The fair value of each option grant is estimated on the date of grant by
using the Black-Scholes Option Pricing model using the following weighted
average assumptions: risk free interest rate of 6.5% and an expected option
life (in years) of 5 years.

(7) Commitments:

The Company began conducting its operations in leased facilities in 1996.
The operating lease on this facility expires in January 1999. However, in
October 1996, the Company entered into an operating lease for additional office
space, and sublet its original leased facility in its entirety at full cost.
The new lease expires in July 2001. The future minimum rental payments are
approximately as follows:

<TABLE>
<CAPTION>
Gross Net
Minimum Sublease Minimum
Rental Income Rental
---------- -------- --------
<S> <C> <C> <C>
1997.......................................... $ 66,000 $ 50,000 $ 16,000
1998.......................................... 251,000 54,000 197,000
1999.......................................... 201,000 4,000 197,000
2000.......................................... 197,000 -- 197,000
2001.......................................... 197,000 -- 197,000
Thereafter.................................... 115,000 -- 115,000
---------- -------- --------
$1,027,000 $108,000 $919,000
========== ======== ========
</TABLE>

F-28
<PAGE>

INDEPENDENT AUDITORS' REPORT

To The Health Information Network Connection, LLC:

We have audited the accompanying balance sheet of The Health Information
Network Connection, LLC (the Company) (a development stage company) as of
December 31, 1998, and the related statements of operations, members' deficits
and cash flows for the year then ended and for the period from November 12,
1996 (inception) to December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The Health
Information Network Connection, LLC as of December 31, 1998 and the results of
its operations and its cash flows for the year then ended and for the period
from November 12, 1996 to December 31, 1998 in conformity with generally
accepted accounting principles.

KPMG LLP

Melville, New York
February 26, 1999

F-29
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

BALANCE SHEET

<TABLE>
<CAPTION>
December
31, 1998
-----------
<S> <C>
Assets
Current assets:
Cash and cash
equivalents.............. $ 5,122
Due from Empire Blue Cross
and Blue Shield.......... 60,000
Due from employees........ 7,764
Other assets.............. 1,581
-----------
Total current assets.... 74,467
Property and equipment,
net........................ 2,769,822
Restricted cash............. 420,000
Organization costs, net of
accumulated amortization of
$43,187 at
December 31, 1998.......... 64,902
Security deposits........... 103,455
-----------
Total assets............ $ 3,432,646
===========
Liabilities and Members'
Deficit
Current liabilities:
Accounts payable.......... $ 1,439,029
Accrued expenses.......... 267,993
Current installments of
obligations under capital
leases................... 722,406
Notes payable to members.. 1,200,000
Current portion of note
payable to BRC........... 41,747
Amount due to BRC......... 50,000
Deferred revenue.......... 846,750
-----------
Total current
liabilities............ 4,567,925
Obligations under capital
leases, net of current
portion.................... 1,657,869
Note payable to BRC, net of
current portion............ 458,253
Due to member -- HIP........ 443,100
-----------
Total liabilities....... 7,127,147
-----------
Commitments and
contingencies
Members' deficit:
Members' capital
contributed................ 4,346,201
Deficit accumulated during
the development stage...... (7,790,702)
-----------
(3,444,501)
Less subscription
receivables.............. (250,000)
-----------
Total members' deficit.. (3,694,501)
-----------
Total liabilities and
members' deficit....... $ 3,432,646
===========
</TABLE>

See accompanying notes to financial statements.

F-30
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Cumulative
period from
inception
Year Ended (November 12,
December 1996) to
31, December 31,
----------- -------------
1998 1998
----------- -------------
<S> <C> <C>
Revenues:
Consulting revenues from related party............ $ -- $ 25,000
Interest income................................... 23,055 46,700
Other income...................................... 6,535 6,535
----------- -----------
Total revenues.................................. 29,590 78,235
Expenses:
Salaries and employee benefits.................... 1,607,739 2,162,247
Technical costs -- BRC............................ 427,184 1,122,831
Professional fees................................. 302,041 470,911
Sales and marketing............................... 166,901 307,802
Software maintenance fees......................... 135,996 396,167
General and administrative........................ 835,612 1,317,552
Interest.......................................... 374,067 588,927
Depreciation and amortization..................... 1,016,887 1,502,500
----------- -----------
Total expenses.................................. 4,866,427 7,868,937
----------- -----------
Net loss........................................ $(4,836,837) $(7,790,702)
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-31
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

STATEMENTS OF MEMBERS' DEFICIT

<TABLE>
<CAPTION>
Deficit
Accumulated
Members' Less During
Capital Subscription Development
Contributed Receivables Stage Total
----------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Balance at inception
(November 12, 1996)....... $ -- $ -- $ -- $ --
Initial capital
subscriptions due from
members................... 3,750,000 (3,750,000) -- --
Payment on subscriptions... -- 400,000 -- 400,000
Net loss for the period
from inception to December
31, 1996.................. -- -- (54,762) (54,762)
--------- ----------- ---------- ----------
Balance at December 31,
1996...................... 3,750,000 (3,350,000) (54,762) 345,238
Payment on subscriptions... -- 2,100,000 -- 2,100,000
Capital contribution from
GNYHA..................... 91,201 -- -- 91,201
Net loss................... -- -- (2,899,103) (2,899,103)
--------- ----------- ---------- ----------
Balance at December 31,
1997...................... 3,841,201 (1,250,000) (2,953,865) (362,664)
Payment on subscriptions... -- 1,000,000 -- 1,000,000
Repurchase of BRC's
membership interest....... (500,000) -- -- (500,000)
Capital contribution from
members................... 1,005,000 -- -- 1,005,000
Net loss................... -- -- (4,836,837) (4,836,837)
--------- ----------- ---------- ----------
Balance at December 31,
1998...................... 4,346,201 (250,000) (7,790,702) (3,694,501)
========= =========== ========== ==========
</TABLE>

See accompanying notes to financial statements

F-32
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Cumulative
period from
inception
(November 12,
Year ended 1996) to
December 31, December 31,
1998 1998
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................... $(4,836,837) $(7,790,702)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization...................... 1,016,887 1,502,500
Change in assets and liabilities:
Due from BCBS..................................... (60,000) (60,000)
Due from employees................................ 578 (7,764)
Other assets...................................... 31,375 (105,036)
Due to member--BRC................................ (479,933) 50,000
Accounts payable and accrued expenses............. 1,364,137 1,707,022
Deferred revenue.................................. 636,750 846,750
----------- -----------
Net cash used in operating activities............ (2,327,043) (3,857,230)
----------- -----------
Cash flows from investing activities:
Purchase of equipment.............................. (864,563) (1,011,009)
Organizational costs............................... -- (108,089)
Sale of short-term investment...................... 20,716 --
----------- -----------
Net cash used in investing activities............ (843,847) (1,119,098)
----------- -----------
Cash flows from financing activities:
Principal payments on capital lease obligations.... (531,250) (837,851)
Advance from member--HIP........................... 12,600 443,100
Decrease (increase) in restricted cash............. 3,994 (420,000)
Capital contributions and cash received from
payment of subscriptions.......................... 2,005,000 4,596,201
Proceeds from (repayment of) notes payable......... 1,200,000 1,200,000
----------- -----------
Net cash provided by financing activities........ 2,690,344 4,981,450
----------- -----------
(Decrease) increase in cash and cash equivalents.... (480,546) 5,122
Cash and cash equivalents at beginning of period.... 485,668 --
----------- -----------
Cash and cash equivalents at end of period.......... $ 5,122 $ 5,122
=========== ===========
Supplemental disclosures of cash flow information:
Capital lease obligations incurred for the purchase
of equipment...................................... $ 807,611 $ 3,018,126
=========== ===========
Cash paid during period for interest............... $ 329,115 $ 541,475
=========== ===========
Repurchase of membership interest in exchange for
note payable...................................... $ 500,000 $ 500,000
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-33
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies and Practices:

(a) Description of Business and Basis of Presentation

The Health Information Network Connection, LLC ("THINC" or the "Company")
was established as a New York Limited Liability Company (LLC) on November 12,
1996. THINC was organized for the development of a community health information
network (CHIN) for the metropolitan New York, New Jersey and Connecticut
region. THINC plans to provide software and technical support which will
facilitate the exchange of healthcare information in the metropolitan New York
area, allowing providers and payers to access their patients' clinical and
insurance-related information through their desktop computers. It will allow
hospitals, continuing care facilities, physicians, laboratories, and third
party payers to exchange business and patient care data through a private
electronic "intranet" system.

THINC is a joint venture originally owned by the following institutions:
Greater New York Hospital Association (GNYHA), Group Health Incorporated (GHI),
Health Insurance Plan of Greater New York (HIP), Empire Blue Cross and Blue
Shield (BCBS), and BRC Health Care of Dallas, Texas (BRC) (until June 22,
1998). THINC had entered into a service agreement with BRC to provide technical
personnel. On June 22, 1998, THINC and BRC agreed to terminate this agreement
and THINC repurchased BRC's membership interest (note 2). As a limited
liability corporation, the liability of each member is limited to the amount of
each members' capital contribution.

As of December 31, 1998, THINC has entered into software license and
network services agreements with the following institutions: Beth Israel
Medical Center, New York University Medical Center, New York Downtown Hospital,
Hospital for Joint Diseases Orthopedic Institute, and Lenox Hill Hospital.
During 1998, the Company received $636,750 from Beth Israel Medical Center
pursuant to a software license and network services agreement. During 1997, the
Company received $210,000 from the other institutions pursuant to the terms of
the applicable agreements. Such amounts have been reflected as deferred revenue
in the accompanying balance sheet. Such amounts will be recorded as revenue
upon acceptance of the health care information systems by the institutions.

The efforts of THINC during 1996 were devoted to financing organizational
costs and developing a business and marketing plan. The focus of its efforts
during 1997 and 1998 have shifted to establishing technical operations and
building a client base. Since no revenue has been generated from THINC's
planned principal operations, the accompanying financial statements are
presented under the guidelines stipulated by the Financial Accounting Standards
Board, Statement of Financial Accounting Standards (SFAS) No. 7, "Accounting
and Reporting by Development Stage Enterprises."

The Company has suffered operating losses since inception and the
Company's current liabilities exceeded total current assets by $4,493,458 at
December 31, 1998. Management believes that as a result of its agreement with
CareInsite, Inc. (note 9), the Company will have adequate working capital to
continue its operations through at least January 1, 2000.

(b) Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reports amounts of assets and liabilities

F-34
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

THINC considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

Cash equivalents of $420,000 at December 31, 1998 consist of certificates
of deposit with an initial term of less than three months and is included in
restricted cash in the accompanying balance sheet.

(d) Property and Equipment

Property and equipment, including purchased software costs, are stated at
cost. Plant and equipment under capital leases are stated at the present value
of minimum lease payments.

Depreciation of plant and equipment is calculated on the straight-line
method over the estimated useful lives of the assets. Plant and equipment held
under capital leases and leasehold improvements are amortized straight line
over the shorter of the lease term or the estimated useful life of the asset.
THINC periodically reviews its long-lived assets to assess recoverability and
to ensure the carrying values of such long-lived assets have not been impaired.

All costs in the software development process which includes
customization of the purchased networking software from HNV (note 2) are
expensed as incurred until technological feasibility of the software product
has been established. The Company defines technological feasibility as the
completion of a working model. Through December 31, 1998, the Company has not
completed or fully installed a working model and, accordingly, all development
costs have been expensed and all funds received from the health care
institutions to date have been deferred.

(e) Organization Costs

Organizational costs consist of legal and other professional fees
incurred to establish THINC as a New York limited liability company and are
being amortized over five years on a straight line basis.

In April 1998, the AICPA Accounting Standards Executive Committee issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
(SOP 98-5). SOP 98-5 requires that costs incurred during start-up activities,
including organization costs, be expensed as incurred. This statement is
effective for annual financial statements issued for fiscal years beginning
after December 15, 1998. The implementation of SOP 98-5 will result in the
write-off of the unamortized balance of capitalized organizational costs,
amounting to $64,902 in the first quarter of 1999.

(f) Income Taxes

THINC has elected to be treated as a partnership for income tax purposes
and as such the tax liability on all income earned or the tax benefit of
operating losses accrue to the members as owners of THINC.

F-35
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(g) Revenue Recognition

The Company recognizes revenue in accordance with Statement of Position
97-2, Software Revenue Recognition. Accordingly, revenue from the license of
software will be recognized when the software is delivered, installed and
accepted by the customer, the fee is fixed and determinable and collection of
the resulting receivable is deemed probable. Software maintenance and network
access fees will be deferred and recognized as revenue ratably over the term of
the applicable contract. Service revenue and training fees are recognized when
the services and training, respectively, are performed. Deferred revenue
represents payments received upon signing of the software license and network
services agreements but for which the software has not yet been accepted by the
customer. Such amounts are subject to refund if the product is not ultimately
accepted by the customer.

(h) Fair Value of Financial Instruments

The fair value of the Company's capital lease obligations and note
payable to BRC are estimated using discounted cash flow analyses, based upon
the Company's estimated current incremental borrowing rate for similar types of
securities. For all other financial instruments, the carrying value
approximates fair value due to the short maturity applicable to such
instruments.

(2) Members Equity Contributions:

On November 19, 1996, GNYHA, GHI, HIP, BCBS and BRC each signed a
subscription agreement with THINC to acquire 10 units of THINC at a purchase
price of $75,000 per unit. The total purchase price of $750,000 for the 10
units was to be paid by each of the companies in accordance with their
respective payment schedule included in the subscription agreement.

During 1998, GNYHA, HIP, BCBS and BRC made payments of $250,000 each
relating to their units subscriptions. In 1998, the Company and BRC agreed to
terminate BRC's investment and involvement with THINC. As a result of the
termination of the agreement with BRC, THINC signed a note payable to BRC in
the amount of $500,000 in exchange for BRC's equity interest. In addition,
THINC will make a payment to BRC of $125,000 not less than ten days prior to
the time that THINC shall make any distribution or pay any dividend with
respect to any membership units or any other equity interests issued by THINC
or repurchase any membership units or other equity interest issued by THINC. If
such payment is made in the future, it will be reflected as a reduction of
additional paid-in capital.

During 1998, the Board of Directors approved an additional $320,000
capital contribution from each member. During 1998, GNYHA, GHI, HIP and BCBS
made payments of $45,000, $320,000, $320,000 and $320,000, respectively,
relating to the additional capital contribution. As of December 31, 1998, the
Company had a subscription receivable from GNYHA in the amount of $250,000.
GNYHA also owes $275,000 in connection with the additional capital contribution
approved in 1998.

In connection with the investment by CareInsite as discussed in note 9,
the THINC operating agreement was amended. The agreement provides for among
other things that GNYHA will receive credits against future capital
contributions to the extent THINC meets certain projections as to hospital
revenue. In addition, the operating agreement was amended to eliminate units of
interest and to state members' interest as a percentage of ownership. The
description of the members' capital contribution in the balance sheets and
statements of members' deficit have been revised to reflect this change.

F-36
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(3) Software Agreement:

THINC entered into a five-year software license agreement with Health
Network Ventures, Inc. (HNV) on November 29, 1996 to license the HNVnet
software and use such software to create and maintain an on-line healthcare
information exchange network in the THINC market region. The date of acceptance
(as defined in the software license agreement) did not occur until March 1997.
An initial fee of $200,000 was paid on November 29, 1996 and an additional
$1,330,000 was paid upon acceptance in 1997. The cost of the software is being
amortized over the life of the agreement. THINC also contracted for a five-year
maintenance contract for a fee of $680,000, the first installment of $170,000
due on December 1, 1997, with subsequent installments of $170,000 each due on
the anniversary date thereof. In addition to the fees stated above, THINC will
pay HNV a specified fee per user based upon the terms as set forth in the
software license agreement. The Company also paid $87,115 to HNV for a
processing interface in 1997 and 1998, which has been recorded as purchased
software costs.

(4) Property and Equipment:

Property and equipment at December 31, 1998 are as follows:

<TABLE>
<CAPTION>
Estimated
Useful Lives
------------
<S> <C> <C>
Office equipment................................. 3 years $ 196,573
Computer equipment............................... 3 years 2,365,085
Purchased software--HNV.......................... 5 years 1,617,115
Leasehold improvements........................... 3 years 50,361
----------
4,229,134
Less accumulated depreciation and amortization... (1,459,312)
----------
$2,769,822
==========
</TABLE>

Depreciation and amortization expense in 1998 was approximately $998,000.
The unamortized cost of purchased software from HNV at December 31, 1998 was
approximately $943,000.

(5) Note Payable to Members:

GHI, BCBS and HIP loaned the Company $1,200,000 in the form of notes
payable with original maturity dates of October 31, 1998 ($600,000) and January
30, 1999 ($600,000). Interest accrues at a rate of 8 1/2% per annum. At
December 31, 1998, no repayments have been made.

(6) Long-Term Debt:

Long-term debt at December 31, 1998 consists of the following:

<TABLE>
<S> <C>
Notes payable(a)............................................... $ 500,000
Capital lease obligations(b)................................... 2,380,275
----------
2,880,275
Less current installments...................................... 764,153
----------
$2,116,122
==========
</TABLE>

F-37
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(a) On June 1, 1998, THINC issued a $500,000 note payable to BRC for
the repurchase of 10 membership units, which represents repayment
of its original investment in THINC. Principal payments and accrued
interest are to be paid in 36 equal monthly installments of
$17,005, with the first such installment being due on July 1, 1999
and additional installments being due and payable on the first of
each month through June 1, 2002. Interest accrues at a rate of 8
1/2% per annum. Principal payments on the note payable to BRC for
the next four years are as follows: $41,747 in 1999; $171,592 in
2000; $186,867 in 2001; and $99,764 in 2002. The carrying value of
the note payable approximates fair value at December 31, 1998.

(b) THINC entered into four capital lease agreements during 1998 and
1997 to finance the licensing of software packages and the purchase
of computer equipment. The leases are for 36 months (three leases)
and 60 months (one lease). The repayment of one lease with a
balance of $1,483,820 at December 31, 1998 is guaranteed by the
members of THINC.

The effective interest rates on the above leases range from 6.4% to
12.6%. The estimated fair value of the Company's capital lease obligations was
approximately $2,150,000 at December 31, 1998.

At December 31, 1998, the gross amount of property, plant and equipment
and related accumulated depreciation recorded under capital leases were as
follows:

<TABLE>
<S> <C>
Computer equipment............................................. $1,602,140
Purchased software............................................. 1,530,000
Office equipment............................................... 85,000
----------
3,217,140
Less accumulated amortization.................................. (567,124)
----------
$2,650,016
==========
</TABLE>

Future obligations under capital leases are as follows:

<TABLE>
<CAPTION>
Year ending Capital lease
December 31, obligations
------------ -------------
<S> <C>
1999....................................................... $ 905,628
2000....................................................... 905,628
2001....................................................... 627,912
2002....................................................... 306,282
----------
2,745,450
Less amount representing interest under capital lease
obligations............................................... (365,175)
----------
$2,380,275
==========
</TABLE>

(7) Related Party Transactions:

At December 31, 1998, THINC owed BRC $50,000 as the result of a
processing interface project performed by BRC and THINC on behalf of HIP in
1997. The total fee for the project was $75,000, the revenue from which was
distributed 67% and 33% to BRC and THINC, respectively.

F-38
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

BRC provided THINC with technology services and had entered into an
eighteen month information technology service agreement with the Company dated
February 6, 1997, which was terminated June 22, 1998 (note 1(a)).

During 1998, the Company provided technical services to BCBS to develop a
processor interface for which it billed BCBS $60,000 which was received in
January 1999. This amount was offset by a charge for the same amount from HNV
which provided the services under the contract with THINC.

At December 31, 1998, THINC owes $443,100 to HIP. These funds were
advanced by HIP to allow THINC to secure a letter of credit that enabled the
Company to enter into certain capital lease transactions during 1997 (note 6).
Such funds are reflected as restricted cash in the amount of $420,000 in the
accompanying balance sheet as of December 31, 1998.

(8) Commitments:

At December 31, 1998, THINC is obligated through the year 2000 under
several noncancellable operating lease agreements for office space and office
equipment. Rent expense in 1998 was approximately $328,000. The following is a
schedule of future minimum lease payments:

(9) Subsequent Event and Contingency:

In January 1999, Synetic Healthcare Communications, Inc, which was
subsequently renamed CareInsite, Inc., (CareInsite), THINC, and the THINC
founding members, entered into definitive agreements and consummated a
transaction for a broad strategic alliance. Under this arrangement, among other
things, CareInsite (i) acquired a 20% ownership interest in THINC in exchange
for $1.5 million in cash and a warrant to purchase 81,081 shares of CareInsite
common stock (subject to adjustment for certain events including the proposed
stock split), (ii) agreed to provide senior working capital loans to THINC of
up to $2.0 million and $1.5 million, (iii) entered into a Management Services
Agreement with THINC pursuant to which CareInsite will manage all operations of
THINC, including providing THINC with certain content and messaging services,
(iv) licensed to THINC content and messaging services for use over the THINC
network and (v) entered into Clinical Transaction Agreements with each of
Empire, GHI and HIP (the "THINC Payers") to provide online prescription and
laboratory transaction services, subject to certain limitations. The working
capital loans have due dates of July 1, 2001 for a $2.0 million working capital
loan and July 1, 2002 for a $1.5 million working capital loan. Both working
capital loans are contingent on the continuation of the Management Services
Agreement.

The warrant issued to THINC is exercisable 180 days following the
occurrence of an initial public offering (IPO) of CareInsite's common stock or,
if an IPO has not occurred, at the end of the term of the

F-39
<PAGE>

THE HEALTH INFORMATION NETWORK
CONNECTION, LLC
(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS--(Continued)

warrant. The exercise price of the warrant is the lesser of (i) the IPO price,
if an IPO has occurred, and (ii) $200 per share (subject to adjustment for the
proposed stock split). The warrant expires on January 1, 2006, subject to
certain exceptions. The warrant and the shares of CareInsite's common stock
issuable upon the exercise of the warrant are subject to certain restrictions
on transfer.

On February 18, 1999, Merck & Co., Inc. and Merck-Medco Managed Care,
L.L.C. filed a complaint in the Superior Court of New Jersey against CareInsite
and certain of its officers and directors. Plaintiffs assert that CareInsite
and the individual defendants are in violation of certain non-competition, non-
solicitation and other agreements with Merck and Merck-Medco, and seek to
enjoin CareInsite and them from conducting CareInsite's healthcare e-commerce
business and from soliciting Merck-Medco's customers. If CareInsite is
unsuccessful in defending this litigation, the ability of CareInsite to provide
services to THINC under the Management Services Agreement between CareInsite
and THINC may be adversely impacted. Such a result could have a material
adverse effect on THINC.

F-40
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Med-Link Technologies, Inc.:

We have audited the accompanying balance sheet of Med-Link Technologies,
Inc. (a Delaware corporation) as of December 31, 1998 and the related
statements of operations and parent company's investment and advances and cash
flows for the period from October 16, 1998 through December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Med-Link
Technologies, Inc. as of December 31, 1998 the results of its operations and
cash flows for the period from October 16, 1998 through December 31, 1998 in
conformity with generally accepted accounting principles.

Arthur Andersen LLP

Roseland, New Jersey
May 24, 1999

F-41
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Med-Link Technologies, Inc.:

We have audited the accompanying balance sheets of Med-Link Technologies,
Inc. (a Delaware corporation) as of December 31, 1997 and October 15, 1998, and
the related statements of operations and parent company's investment and
advances and cash flows for the years ended December 31, 1996 and 1997, and the
period from January 1, 1998 through October 15, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Med-Link
Technologies, Inc. as of December 31, 1997 and October 15, 1998, and the
results of its operations and cash flows for the years ended December 31, 1996
and 1997, and for the period from January 1, 1998 through October 15, 1998 in
conformity with generally accepted accounting principles.

Arthur Andersen LLP

Roseland, New Jersey
May 24, 1999

F-42
<PAGE>

MED-LINK TECHNOLOGIES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
Predecessor Successor
------------------------ -------------------------
December 31, October 15, December 31, March 31,
1997 1998 1998 1999
------------ ----------- ------------ -----------
(unaudited)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash..................................................................... $ 228,935 $ 345,101 $ 957,875 $ 181,724
Accounts receivable less allowance for doubtful accounts of $40,323,
$23,769, $19,061 and $26,143, respectively.............................. 574,359 487,451 484,480 595,469
Prepaid expenses and other current assets................................ 32,383 49,540 34,631 40,211
---------- ---------- ----------- -----------
Total current assets................................................... 835,677 882,092 1,476,986 817,404
---------- ---------- ----------- -----------
PROPERTY AND EQUIPMENT:
Leasehold improvements................................................... 52,566 56,721 30,759 49,868
Office equipment......................................................... 773,536 862,295 422,185 435,688
Furniture and fixtures................................................... 110,678 110,677 53,473 53,074
---------- ---------- ----------- -----------
936,780 1,029,693 506,417 538,630
Less--Accumulated depreciation........................................... (422,976) (586,811) (33,838) (77,373)
---------- ---------- ----------- -----------
513,804 442,882 472,579 461,257
---------- ---------- ----------- -----------
GOODWILL AND OTHER INTANGIBLES ASSETS, net................................. 752,381 624,037 12,527,385 11,873,782
---------- ---------- ----------- -----------
OTHER ASSETS............................................................... 10,351 10,351 10,351 10,351
---------- ---------- ----------- -----------
Total assets........................................................... $2,112,213 $1,959,362 $14,487,301 $13,162,794
========== ========== =========== ===========
LIABILITIES AND PARENT COMPANY'S INVESTMENT AND ADVANCES
CURRENT LIABILITIES:
Accrued expenses......................................................... $ 270,961 $ 149,182 $ 182,626 $ 191,103
Deferred income.......................................................... 32,000 42,000 30,000 3,860
---------- ---------- ----------- -----------
Total current liabilities.............................................. 302,961 191,182 212,626 194,963
---------- ---------- ----------- -----------
PARENT COMPANY'S INVESTMENT AND ADVANCES................................... 1,809,252 1,768,180 14,274,675 12,967,831
---------- ---------- ----------- -----------
Total liabilities and parent company's investment and advances......... $2,112,213 $1,959,362 $14,487,301 $13,162,794
--------------------------------------------------
========== ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these
statements.

F-43
<PAGE>

MED-LINK TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS AND PARENT COMPANY'S INVESTMENT AND ADVANCES

<TABLE>
<CAPTION>
Predecessor Successor Predecessor Successor
------------------------------------- ----------- ----------- -----------
Period from
Period from October 16
Year Ended January 1 through Three Months Ended
December 31, through December March 31, (unaudited)
------------------------ October 15, 31, ------------------------
1996 1997 1998 1998 1998 1999
----------- ----------- ----------- ----------- ----------- -----------
NET REVENUE..................................... $ 1,142,301 $ 2,171,134 $ 2,435,203 $ 641,012 $ 775,956 $ 918,397
<S> <C> <C> <C> <C> <C> <C>
COSTS AND EXPENSES:
Processing and service........................ 882,391 967,343 701,858 195,155 210,200 188,816
Salaries and benefits......................... 1,850,495 2,300,915 1,860,902 514,794 537,167 531,623
Selling, general and administrative........... 655,565 859,464 708,522 689,428 254,316 848,758
Interest expense.............................. -- 111,683 218,090 63,518 69,732 73,297
----------- ----------- ----------- ----------- ---------- -----------
3,388,451 4,239,405 3,489,372 1,462,895 1,071,415 1,642,494
----------- ----------- ----------- ----------- ---------- -----------
Net loss.................................... (2,246,150) (2,068,271) (1,054,169) (821,883) (295,459) (724,097)
PARENT COMPANY'S INVESTMENTS AND ADVANCES,
beginning of period............................ 1,151,518 1,563,666 1,809,252 1,768,180 1,809,252 14,274,675
ADVANCES AND WITHDRAWALS........................ 2,658,298 2,313,857 1,013,097 880,361 343,063 (582,747)
ADJUSTMENT TO REFLECT THE ACQUISITION OF SPS BY
THE ASSOCIATES................................. -- -- -- 12,448,017 -- --
----------- ----------- ----------- ----------- ---------- -----------
PARENT COMPANY'S INVESTMENT AND ADVANCES, end of
period......................................... $ 1,563,666 $ 1,809,252 $ 1,768,180 $14,274,675 $1,856,856 $12,967,831
- --------------------------------------------------
=========== =========== =========== =========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-44
<PAGE>

MED-LINK TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Predecessor Successor Predecessor Successor
------------------------------------- ------------ ----------- ---------
Period from Period from
January 1 October 16 Three Months Ended
December 31, through through March 31, (unaudited)
------------------------ October 15, December 31, ---------------------
1996 1997 1998 1998 1998 1999
----------- ----------- ----------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash Flows From
Operating Activities:
Net loss............... $(2,246,150) $(2,068,271) $(1,054,169) $(821,883) $(295,459) $(724,097)
Adjustments to
reconcile net loss to
net cash used in
operating activities..
Depreciation and
amortization........ 334,400 351,172 292,179 578,507 87,384 697,138
Changes in assets and
liabilities.........
(Increase) decrease
in accounts
receivable........ (72,345) (380,813) 86,908 2,971 (10,715) (110,989)
(Increase) decrease
in prepaid and
other current
assets............ (30,070) 7,909 (17,157) 14,909 (8,660) (5,580)
Increase in other
assets............ (26,195) -- -- -- -- --
Increase (decrease)
in deferred
income............ 31,000 1,000 10,000 (12,000) (32,000) (26,140)
(Decrease) increase
in accrued
expenses.......... (411,909) 83,537 (121,779) 33,444 (187,625) 8,477
----------- ----------- ----------- --------- --------- ---------
Total
adjustments...... (175,119) 62,805 250,151 617,831 (151,616) 562,906
----------- ----------- ----------- --------- --------- ---------
Net cash used in
operating
activities....... (2,421,269) (2,005,466) (804,018) (204,052) (447,075) (161,191)
Cash Flows From
Investing Activities--
Purchase of property
and equipment.......... (330,181) (187,152) (92,913) (63,535) (34,475) (32,213)
Cash Flows From
Financing Activities--
Net changes in parent
company's investment
and advances........... 2,658,298 2,313,857 1,013,097 880,361 343,063 (582,747)
----------- ----------- ----------- --------- --------- ---------
Net (decrease)
increase in
cash............. (93,152) 121,239 116,166 612,774 (138,487) (776,151)
CASH, beginning of
period................. 200,848 107,696 228,935 345,101 228,935 957,875
----------- ----------- ----------- --------- --------- ---------
CASH, end of period..... $ 107,696 $ 228,935 $ 345,101 $ 957,875 $ 90,448 $ 181,724
=========== =========== =========== ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these statements.

F-45
<PAGE>

MED-LINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) Organization and Operations:

Med-Link Technologies, Inc. (the Company) is a 100% owned subsidiary of
SPS Payment Systems, Inc. ("SPS" or "Parent") which is a wholly owned
subsidiary of SPS Transaction Services, Inc. ("SPST"). The Company operates in
a single business segment and provides electronic data interchange services to
healthcare providers and payers which automate their claims and other
administrative transactions.

(2) Acquisition of the Parent and Basis of Presentation:

On October 16, 1998, SPST and its wholly owned subsidiaries, including
the Company, were acquired by Associates First Capital Corporation
("Associates"). Goodwill represents the excess of cost over the fair value of
the net assets acquired that relates to the Company's business. Goodwill is
being amortized using the straight-line method over five years.

As a result of the acquisition, a new basis of accounting was established
and financial statements prior to October 16, 1998 are presented as predecessor
financial statements. The financial statements from October 16, 1998 are
presented as successor financial statements.

The following unaudited proforma information has been prepared assuming
the acquisition occurred as of January 1, 1997. The proforma information is
presented for informational purposes only and is not necessarily indicative of
what would have occurred if the acquisition had been made on January 1, 1997.
In addition, the proforma information is not intended to be a projection of
future results.

<TABLE>
<CAPTION>
Period from
Year Ended January 1, 1998
December 31, through October 15,
1997 1998
------------ -------------------
(unaudited) (unaudited)
<S> <C> <C>
Net revenues.............................. $2,171,134 $2,435,203
========== ==========
Net loss.................................. $4,610,563 $3,066,817
========== ==========
</TABLE>

(3) Significant Accounting Policies:

Interim Financial Information--

Information as of March 31, 1999 and for the three months ended March 31,
1999 and 1998 is unaudited and has been prepared on the same basis as the
audited financial statements and includes all adjustments, consisting only of
normal recurring adjustments that management considers necessary for a fair
presentation of the Company's financial position and operating results for such
periods. Results for the three months ended March 31, 1999 are not necessarily
indicative of results to be expected for the full fiscal year for any future
period.

F-46
<PAGE>

MED-LINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Allowance for Doubtful Accounts--

The following summarizes the allowance for doubtful accounts and the
related activity.

<TABLE>
<CAPTION>
Predecessor Successor
------------------------------------- ----------------------------
December 31, December 31, October 15, December 31, March 31,
1996 1997 1998 1998 1999
------------ ------------ ----------- ------------ -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Beginning balance....................................... $43,368 $38,709 $40,323 $23,769 $19,061
Provision (credit) to expense........................... -- 1,614 (15,576) (4,434) 8,216
Write-offs, net of recoveries........................... (4,659) -- (978) (274) (1,134)
------- ------- ------- ------- -------
Ending balance.......................................... $38,709 $40,323 $23,769 $19,061 $26,143
======= ======= ======= ======= =======
</TABLE>

Property and Equipment--

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets or term of the lease, whichever is shorter, in case
of leasehold improvements. Expenditures for maintenance and repairs of minor
items are charged to operations as incurred.

Goodwill and Other Intangible Assets--

Prior to October 16, 1998, goodwill represented the cost in excess of the
estimated fair value of net assets resulting from the 1995 acquisition of the
Company by SPS (predecessor goodwill). In addition, prior to October 16, 1998,
other intangible assets represented cost of non-compete agreements. The
predecessor goodwill was being amortized on a straight-line basis over 10 years
and non-compete agreements over five years.

The goodwill resulting from the acquisition (Note 2) is being amortized
on a straight-line basis over five years.

Goodwill and other intangible assets consist of the following--

<TABLE>
<CAPTION>
Predecessor Successor
------------------------ ------------------------
December 31, October 15, December 31, March 31,
1997 1998 1998 1999
------------ ----------- ------------ -----------
(unaudited)
<S> <C> <C> <C> <C>
Goodwill................................................................... $ 721,188 $ 721,188 $13,072,054 $13,072,054
Non-compete agreements..................................................... 455,000 455,000 -- --
--------- --------- ----------- -----------
1,176,188 1,176,188 13,072,054 13,072,054
Accumulated amortization................................................... 423,807 552,151 544,669 1,198,272
--------- --------- ----------- -----------
$ 752,381 $ 624,037 $12,527,385 $11,873,782
========= ========= =========== ===========
</TABLE>

Long-lived Assets--

Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of", requires, among
other things, that an entity review its long lived assets for impairment
whenever changes in circumstances indicate that a carrying amount of an asset
may not be recoverable. Management does not believe that any such events or
changes in circumstances have occurred.

F-47
<PAGE>

MED-LINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Accrued Expenses--

Accrued expenses consists of the following--

<TABLE>
<CAPTION>
Predecessor Successor
------------------------ ------------------------
December 31, October 15, December 31, March 31,
1997 1998 1998 1999
------------ ----------- ------------ -----------
(unaudited)
<S> <C> <C> <C> <C>
Payroll and other related expenses......................................... $145,295 $ 80,553 $115,822 $ 32,640
Other...................................................................... 125,666 68,629 66,804 158,463
-------- -------- -------- --------
$270,961 $149,182 $182,626 $191,103
======== ======== ======== ========
</TABLE>

Concentration of Risk--

Financial instruments subject to credit risk are primarily trade accounts
receivable. The Company had one customer that accounted for approximately 18%
and 41% of net revenues in 1997 and 1998 and had $191,740 and $203,998 of
outstanding accounts receivable from this customer as of December 31, 1997 and
1998, respectively. The Company had one customer that accounted for
approximately 12% and two customers that accounted for approximately 11% each
of net revenue in 1996. The related accounts receivables for these customers at
December 31, 1996 were $19,407, $8,814 and $40,527, respectively.

Use of Estimates--

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Parent Company's Investment and Advances--

Parent Company's investment and advances represent the original
investment of SPS, intercompany notes and advances (see Note 4) and accumulated
results of operations.

Revenue Recognition--

The Company recognizes revenue in accordance with Statement of Position
97-2, Software Revenue Recognition. Accordingly, revenue from the license of
software is recognized when the software is delivered, installed and accepted
by the customer, the fee is fixed and determinable and collection of the
resulting receivable is deemed probable. Software maintenance fees are deferred
and recognized as revenue ratably over the term of the applicable contract.
Service revenue is recognized when services are performed. Deferred revenue
represents maintenance fees received for which the services have not yet been
rendered.

Recently Issued Accounting Standards--

In February 1998, Statement of Position (SOP) 98-1, "Accounting for Costs
of Computer Software Developed or Purchased for Internal Use" was issued and is
effective for fiscal years beginning after December 15, 1998. SOP 98-1 is not
expected to have a material impact on the Company's financial position or
results of operations.

F-48
<PAGE>

MED-LINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(4) Related Party Transaction--Borrowing Arrangement:

On August 1, 1997, the Company and SPS entered into an agreement wherein
SPS agreed to lend up to $7 million to the Company for business purposes at
SPS's current borrowing rate. The balance outstanding under this agreement as
of December 31, 1997, October 15, 1998, December 31, 1998 and March 31, 1999
was $4,842,718, $5,369,282, $6,224,643 and $5,641,896, respectively and has
been included in parent company's investment and advances (see Note 3). The
average interest rate was 5.76% in 1997 and 5.65% in 1998.

(5) Employee Benefit Plan:

The Parent sponsors a retirement plan for the Company's employees. The
Company contributes amount equal to 50% of employee contributions up to 6% of
the employee's pay. The amount expensed for the Company match provision of the
plan was approximately $10,299, $8,800, $7,600 and $1,200 for the years ended
December 31, 1996 and 1997, the period January 1, 1998 through October 15, 1998
and the period October 16, 1998 through December 31, 1998, respectively.

(6) Income Taxes:

The Company is included in the consolidated Federal income tax return of
the Parent. The accompanying financial statements do not reflect deferred tax
assets or liabilities as those amounts are being paid or received by the
Parent. Such amounts have been included as part of the Parent company's
investment and advances. Deferred tax assets and liabilities would reflect
temporary differences between assets and liabilities for financial reporting
purposes and income tax purposes as well as the benefits associated with net
operating loss carry forwards. Such temporary differences are primarily
attributable to depreciation, allowance for doubtful accounts and certain
accrued expenses and have not been significant.

(7) Commitments and Contingencies:

Operating Lease--

The Company is obligated under noncancellable operating leases for its
office space, requiring minimum annual rental payment are as follows--

<TABLE>
<S> <C>
Year ending December 31--
1999......................................................... $138,845
2000......................................................... 138,845
2001......................................................... 34,711
--------
$312,401
========
</TABLE>

Rent expense was approximately $93,000, $129,000, $112,000 and $29,000
for the years ended December 31, 1996 and 1997, the period January 1, 1998
through October 15, 1998 and the period October 16, 1998 through December 31,
1998, respectively.

Development Agreement--

In February 1999, the Company entered into a three year information
technology development agreement with a third party vendor for production
support of data translators and programming support for development projects.
The agreement requires the Company pay a minimum of $39,000 a month for the
related services, subject to early termination upon 90 days written notice, as
defined.

F-49
<PAGE>

MED-LINK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Litigation--

In January 1999, the Company commenced litigation against former
employees of the Company for violation of their employment and noncompetition
agreements. These former employees subsequently filed a counterclaim against
the Company alleging, among other things, wrongful termination. The Company,
SPS and its legal counsel believe that the counterclaims are without merit and
intend to vigorously defend the counterclaim. However, the ultimate outcome of
this litigation is uncertain and cannot be predicted at this time. An
unanticipated adverse result could have a material adverse effect on the
Company's financial condition and results of operations. As part of its
agreement to sell the Company to CareInsite, Inc. (See Note 8), SPS has agreed
to hold the Company and CareInsite, Inc. harmless for any liabilities, costs
and expenses relating to this litigation.

Year 2000--

As the Year 2000 approaches, the Company recognizes the need to ensure
its operations will not be adversely impacted by Year 2000 software failures.
The Company is addressing this issue to ensure the availability and integrity
of its financial systems and the reliability of operational systems. The
Company has established processes for evaluating and managing the risks and
costs associated with this problem. The Company has and will continue to make
certain investments in the software systems and applications in an effort to
ensure that it is Year 2000 compliant.

(8) Subsequent Event

On May 24, 1999, the Company was acquired by CareInsite, Inc. for
$14,000,000 in cash.

F-50
<PAGE>

CAREINSITE, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

In the table below, we attempt to illustrate the financial results that
might have occurred if the acquisition (the "Acquisition") of Med-Link
Technologies, Inc. ("Med-Link") by CareInsite, Inc. ("CareInsite") had been
completed previously. Presented is the Unaudited Pro Forma Combined Condensed
Consolidated Statements of Operations for the fiscal year ended June 30, 1998
and the nine months ended March 31, 1999 as if the Acquisition had been
consummated at the beginning of the earliest period presented. Also presented
is the Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet as of
March 31, 1999 as if the Acquisition had been completed on March 31, 1999.
These unaudited pro forma combined condensed consolidated financial statements
should be read in conjunction with the historical consolidated financial
statements of CareInsite and Med-Link and related notes thereto included
elsewhere in this prospectus and, with respect to CareInsite, the "Management's
Discussion and Analysis of Results of Operations and Financial Condition"
included elsewhere in this prospectus for a more detailed explanation.

It is important to remember that this information is hypothetical, and
does not necessarily reflect the financial performance that would have actually
resulted if the Acquisition had been completed on the dates assumed for the
purpose of presenting this information. It is also important to remember that
this information does not necessarily reflect future financial performance
after the Acquisition.

PF-1
<PAGE>

CareInsite, Inc.
Pro Forma Combined Condensed Consolidated Statement of Operations
For the Year Ended June 30, 1998

(unaudited)
(in thousands, except per share data)

<TABLE>
<CAPTION>
Pro
CareInsite Med-Link Pro Forma Forma
Historical Historical Adjustments Combined
---------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Service revenue................. $ -- $ 2,657 $ 2,657
Costs and expenses:
Cost of services.............. -- 3,208 3,208
Research and development...... 4,762 -- 4,762
Selling, general and
administrative............... 5,620 893 1,356 (1) 7,706
(163)(2)
Other income, net............. (47) 251 204
-------- ------- ------- --------
Total costs and expenses.... 10,335 4,352 1,193 15,880
-------- ------- ------- --------
Net loss........................ $(10,335) $(1,695) $(1,193) $(13,223)
======== ======= ======= ========
Net loss per share--basic and
diluted........................ $ (0.21) $ (0.26)
======== ========
Weighted average shares
outstanding--basic and
diluted........................ 50,063 875 (3) 50,938
======== ======= ========
</TABLE>

PF-2
<PAGE>

CareInsite, Inc.
Pro Forma Combined Condensed Consolidated Statement of Operations
For the Nine Months Ended March 31, 1999

(unaudited)
(in thousands, except per share data)

<TABLE>
<CAPTION>
CareInsite Med-Link Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Service revenue:
Service revenue (related
party)....................... $ 213 $ -- $ 213
Service revenue............... -- 2,441 2,441
-------- ------- ------ --------
Total service revenue....... 213 2,441 -- 2,654

Cost and expenses:
Cost of services (related
party)....................... 213 -- 213
Cost of services.............. -- 2,460 2,460
Research and development...... 8,720 -- 8,720
Selling, general and
administrative............... 4,371 1,804 1,017 (1) 5,947
(1,245)(2)
Litigation costs.............. 2,500 -- 2,500
Other income, net............. (110) 215 105
-------- ------- ------ --------
Total costs and expenses.... 15,694 4,479 (228) 19,945
-------- ------- ------ --------

Net loss........................ $(15,481) $(2,038) $ 228 $(17,291)
======== ======= ====== ========

Net loss per share--basic and
diluted........................ $ (0.29) $ (0.31)
======== ========

Weighted average shares
outstanding--basic and
diluted........................ 54,208 875 (3) 55,083
======== ====== ========
</TABLE>

PF-3
<PAGE>

CareInsite, Inc.
Pro Forma Combined Condensed Consolidated Balance Sheet
as of March 31, 1999

(unaudited)
(in thousands)

<TABLE>
<CAPTION>
CareInsite Med-Link Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Assets:
Current Assets:
Cash and cash equivalents...... $ 5,058 $ 182 $ 5,240
Other current assets........... 554 636 1,190
------- ------- -------
Total current assets......... 5,612 818 6,430
------- ------- -------
Property, plant and equipment,
net............................. 2,263 461 2,724
Capitalized software development
costs........................... 31,330 -- 31,330
Other Assets:
Intangible assets, net of
amortization.................. -- 11,874 (11,874)(4) 13,556
13,556 (5)
Investments.................... 4,668 -- 4,668
Other assets................... 62 10 72
------- ------- -------- -------
Total other assets........... 4,730 11,884 1,682 18,296
------- ------- -------- -------
Total Assets................. $43,935 $13,163 $ 1,682 $58,780
======= ======= ======== =======
Liabilities & Stockholders'
Equity:
Current liabilities.............. $ 1,270 $ 195 $ 650 (6) $ 2,115
Deferred income taxes............ 1,415 -- 1,415
Stockholders' equity............. 41,250 12,968 (12,968)(7) 55,250
14,000 (8)
------- ------- -------- -------
Total liabilities &
stockholders' equity........ $43,935 $13,163 $ 1,682 $58,780
======= ======= ======== =======
</TABLE>

PF-4
<PAGE>

CareInsite, Inc.
Notes to Pro Forma Combined Condensed Consolidated
Financial Statements

(In thousands except share data)
(unaudited)

The Unaudited Pro Forma Combined Condensed Consolidated Statements of
Operations have been prepared to reflect the Acquisition as if the Acquisition
occurred at the beginning of the period presented. Med-Link's historical
financial statements were derived from the books and records of Med-Link and
reflect (a) the statement of operations of Med-Link (predecessor) for the 12
month period ended June 30, 1998, (b) the statement of operations of Med-Link
(predecessor) for the period from July 1, 1998 to October 15, 1998 combined
with the statement of operations of Med-Link (successor) for the period from
October 16, 1998 to March 31, 1999, and (c) the balance sheet of Med-Link
(successor) as of March 31, 1999. The Acquisition has been accounted for under
the purchase method of accounting. The excess of the purchase price over the
fair value of the net assets acquired is being amortized over periods of up to
10 years.

The following is a summary of the adjustments reflected in the Unaudited
Pro Forma Combined Condensed Consolidated Statements of Operations:

1. Represents the amortization of the excess of the purchase price over
the net assets of Med-Link acquired.

2. Represents the elimination of historical amortization of goodwill and
other intangible assets of Med-Link.

3. Represents the increase in the number of outstanding shares of
CareInsite common stock to reflect the 875,000 shares issued to
Synetic and Cerner for $14,000 used to fund the purchase price.

The Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet was
prepared to reflect the Acquisition as of March 31, 1999.

The following is a summary of the adjustments reflected in the Unaudited
Pro Forma Combined Condensed Consolidated Balance Sheet:

4. Represents the elimination of Med-Link's historical goodwill.

5. Represents the preliminary estimate of the excess purchase price over
the net assets acquired as follows:

<TABLE>
<S> <C>
Purchase price (including $650 of transaction expenses)........ $14,650
Net tangible assets acquired .................................. 1,094
-------
Excess of purchase price over net tangible assets acquired..... $13,556
=======
</TABLE>

The Company believes that all significant assets and liabilities
have been identified and, accordingly, that the final
determination of the allocation of the Med-Link purchase price
should not vary materially from the preliminary estimate. The
Company anticipates finalizing the purchase price allocation upon
completing the preparation and review of the May 24, 1999
(acquisition date) financial statements of Med-Link.

The identifiable assets are being amortized over their estimated
useful lives. Goodwill is being amortized over periods of up to 10
years.

PF-5
<PAGE>

Subsequent to the Acquisition, the Company will review the
carrying values assigned to goodwill to determine whether later
events or circumstances have occurred that indicate that the
balance of goodwill may be impaired. The Company's principal
considerations in determining the impairment of goodwill include
the strategic benefit to the Company of the particular business as
measured by expected undiscounted future cash flows.

6. Represents the amount of estimated costs for legal and accounting
services and other expenses associated with the Acquisition.

7. Represents the elimination of the Parent Company's Investment and
Advances to Med-Link as of March 31, 1999, which includes all amounts
under borrowing arrangements with SPS, Med-Link's parent (and a
wholly owned subsidiary of SPS Transaction Services, Inc. who,
effective October 15, 1998, became a wholly owned subsidiary of
Associates First Capital Corporation).

8. Represents the sale of 875,000 shares to Synetic and Cerner for
$14,000 used to fund the purchase price (excluding transaction
costs). Synetic purchased 700,875 of these shares for $11,214 and
Cerner purchased 174,125 of these shares for $2,786.

PF-6
<PAGE>

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

5,650,000 Shares

[Logo] CareInsite, Inc.

Common Stock

----------------
PROSPECTUS
----------------

Merrill Lynch & Co.

Warburg Dillon Read LLC

Wit Capital Corporation

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC registration fee.......................................... $ 28,901
NASD filing fee............................................... 10,896
Nasdaq listing fee............................................ 95,000
Blue Sky fees and expenses.................................... 10,000
Printing and engraving expenses............................... 100,000
Attorneys' fees and expenses.................................. 400,000
Accountants' fees and expenses................................ 300,000
Transfer agent's and registrar's fees and expenses............ 10,000
Miscellaneous................................................. 45,203
----------
Total..................................................... $1,000,000
==========
</TABLE>

The amounts set forth above are estimates except for the SEC registration
fee and the NASD filing fee.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides, in summary,
that directors and officers of Delaware corporations are entitled, under
certain circumstances, to be indemnified against all expenses and liabilities
(including attorney's fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer, if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Company, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Any such indemnification may be
made by the Company only as authorized in each specific case upon a
determination by the shareholders or disinterested directors that
indemnification is proper because the indemnities has met the applicable
standard of conduct.

Article Eleven of the registrant's Certificate of Incorporation provides
that no director of the registrant shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) in respect of certain unlawful dividend payments or stock
redemptions or purchases; or (iv) for any transaction from which the director
derived an improper personal benefit.

The Company's Certificate of Incorporation and By-Laws provide for
indemnification of its directors and officers to the fullest extent permitted
by Delaware law, as the same may be amended from time to time.

In addition, the Company maintains liability insurance for its directors
and officers.

II-1
<PAGE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information reflects sales by the registrant of
unregistered securities within the past three years. The issuance by the
registrant of the securities sold in the transactions referenced below were not
registered under the Securities Act of 1933, as amended pursuant to Section
4(2) thereof, as such transactions did not involve a public offering.

In January 1999, the registrant issued to The Health Information Network
Connection LLC (i) a warrant (the "THINC Warrant") exercisable for 4,059,118
shares (after giving effect to the registrant's proposed 50.0625-for-1 stock
split) of the registrant's common stock (subject to adjustment), representing
approximately 6% of the registrant's common stock outstanding after giving
effect to the exercise of the THINC Warrant and (ii) $1.5 million in cash, in
exchange for a 20% ownership interest in THINC.

In January 1999, the registrant issued to Cerner Corporation (i)
12,437,500 shares (after giving effect to the registrant's proposed 50.0625-
for-1 stock split) of its common stock, representing 19.9% of its common stock
outstanding after such issuance, and (ii) a warrant exercisable for up to
1,008,445 shares of common stock of the registrant, each in consideration for
Cerner Corporation entering into non-competition, marketing, license and master
servicing and outsourcing agreements with the registrant.

In May 1999 in connection with the registrant's acquisition of Med-Link
Technologies, Inc., the registrant issued to (i) Cerner Corporation 174,125
shares (after giving effect to the registrant's proposed 50.0625-for-1 stock
split) of the registrant's common stock, and (ii) Synetic, Inc. 700,875 shares
(after giving effect to the registrant's proposed 50.0625-for-1 stock split) of
the registrant's common stock.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
1.1 Form of Purchase Agreement.

3.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant.*

3.2 By-laws of the Registrant.*

4.1 Specimen Certificate representing Common Stock.**

5.1 Opinion of Shearman & Sterling as to the legality of the Common
Stock.**

10.1 Agreement and Plan of Merger among Synetic, Inc., Synternet
Acquisition Corp., a subsidiary of Synetic, Inc., Avicenna Systems
Corp., and the individuals and entities listed on the signature pages
thereof, dated as of December 23, 1996.**

10.2 Agreement and Plan of Merger among Synetic, Inc., Synternet
Acquisition Corp., CareAgents Inc. and the individuals listed on the
signature pages thereof, dated as of January 23, 1997.**

10.3 Subscription Agreement dated as of January 2, 1999 between Synetic
Healthcare Communications, Inc. (since renamed CareInsite, Inc.
("CareInsite")), Synetic, Inc., Avicenna Systems Corporation and
Cerner Corporation.**

10.4 License Agreement dated as of January 2, 1999 between CareInsite and
Cerner Corporation.**

10.5 Stockholders' Agreement, dated as of January 2, 1999, among
CareInsite, Synetic, Inc., Avicenna Systems Corporation and Cerner
Corporation.**

10.6 Non-Competition Agreement, dated as of January 2, 1999, among
CareInsite, Synetic, Inc., Avicenna Systems Corporation and Cerner
Corporation.**

10.7 Marketing Agreement, dated as of January 2, 1999, between CareInsite
and Cerner Corporation.**

</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.8 Clinical Transaction Agreement, dated as of January 1, 1999, between
CareInsite and Empire Blue Cross and Blue Shield, Empire Healthchoice,
Inc., Empire Healthchoice Assurance Inc. and Empire Health Plans
Assurance, Inc.+**

10.9 Clinical Transaction Agreement, dated as of January 1, 1999, between
CareInsite and Group Health Incorporated.+**

10.10 Clinical Transaction Agreement, dated as of January 1, 1999, between
CareInsite and Health Insurance Plans of Greater New York.+**

10.11 Management Services Agreement, effective as of January 1, 1999,
between CareInsite and The Health Information Network Connection LLC
("THINC").**

10.12 Warrant dated as of January 1, 1999 (entitling THINC to purchase from
CareInsite 81,081 shares of common stock).**

10.13 Amended and Restated Operating Agreement, dated as of January 1, 1999,
among The Health Information Network Connection LLC, Empire Blue Cross
and Blue Shield, GNYHA Management Corporation, GroupHealth
Incorporated, Health Insurance Plan of Greater New York and
CareInsite.**

10.14 Form of Tax-Sharing Agreement between the Registrant and Synetic,
Inc.*

10.15 Services Agreement, dated January 1, 1999, between the Registrant and
Synetic, Inc.**

10.16 Form of Indemnification Agreement between the Registrant and Synetic,
Inc.*

10.17 CareInsite, Inc. 1999 Employee Stock Option Plan.*

10.18 CareInsite, Inc. 1999 Officer Stock Option Plan.*

10.19 Employment Agreement dated as of January 23, 1997 between Synetic,
Inc. and David M. Margulies.**

10.20 Employment Agreement dated as of November 3, 1997 between Avicenna
Systems Corp. and Paul M. Bernard.**

10.21 Employment Agreement dated November 6, 1997 between Synetic, Inc. and
Roger C. Holstein.**

10.22 Software License Agreement, dated as of March 31, 1997, between
Synetic, Inc. and Advanced Health Med-E-Systems Corporation.**

10.23 Exclusive Electronic Gateway and Network Services Agreement, dated as
of May 16, 1999, between the Registrant and Medical Manager
Corporation+

10.24 Employment Agreement dated February 1999 between Synetic, Inc. and
James R. Love.

10.25 Employment Agreement dated May 26, 1998 between Synetic, Inc. and
Richard S. Cohan.

10.26 Stock Purchase Agreement dated as of May 24, 1999 among CareInsite,
Inc. and SPS Payment Systems, Inc. for the purchase of Med-Link
Technologies, Inc.

10.27 Form of Indemnification Agreement Between CareInsite and each of its
directors and officers.*

10.28 1989 Class A Non-Qualified Stock Option Plan of Synetic, Inc.
(Incorporated by reference to Exhibit 4.1 to the Synetic, Inc.'s
Registration Statement on Form S-8 (No. 333-21555)).

10.29 1989 Class B Non-Qualified Stock Option Plan of Synetic, Inc.
(Incorporated by reference to Exhibit 4.2 to Synetic, Inc.'s
Registration Statement on Form S-8 (No. 333-21555)).

10.30 1991 Director Stock Option Plan of Synetic, Inc. (Incorporated by
reference to Exhibit 4.3 to Synetic, Inc.'s Registration Statement on
Form S-8 (No. 333-21555)).

</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.31 Stock Option Agreement, dated as of July 24, 1991, between Synetic,
Inc. and Roger C. Holstein. (Incorporated by reference to Exhibit 4.3
to Synetic, Inc.'s Registration Statement on Form S-8 (No. 33-46640)).

10.32 Form of Stock Option Agreement, made as of December 7, 1994, between
Synetic, Inc. and Paul C. Suthern. (Incorporated by reference to
Exhibit 4.5 to Synetic, Inc.'s Registration Statement on Form S-8 (No.
333-21555)).

10.33 1997 Class D Stock Option Plan of Synetic, Inc. (Incorporated by
reference to Exhibit 4.2 to Synetic, Inc.'s Registration Statement on
Form S-8 (No. 333-36041)).

10.34 1991 Special Non-Qualified Stock Option Plan of Synetic, Inc.
(Incorporated by reference to Exhibit 4.3 to Synetic, Inc.'s
Registration Statement on Form S-8 (No. 333-36041)).
10.35 Stock Option Agreement dated as of March 15, 1999 between Synetic,
Inc. and James R. Love*
10.36 Stock Option Agreement dated as of January 7, 1998 between Synetic,
Inc. and David C. Amburgey*
10.37 Stock Option Agreement dated as of October 9, 1998 between Synetic,
Inc. and Richard S. Cohan*
10.38 Stock Option Agreement dated as of June 23, 1997 between Synetic, Inc.
and Roger C. Holstein*

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Shearman & Sterling (included in its opinion in Exhibit
5.1).**

23.3 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A.

23.4 Consent of KPMG LLP.

24.1 Powers of Attorney (included on the signature page of this
Registration Statement).**

27.1 Financial Data Schedule for fiscal year ended June 30, 1998 (for SEC
use only).**

27.2 Financial Data Schedule for six months ended December 31, 1998 (for
SEC use only).**

27.3 Financial Data Schedule for nine months ended March 31, 1999 (for SEC
use only).**
</TABLE>
- --------

* To be filed by amendment.
** Previously filed.
+ Exhibits for which Registrant is seeking confidential treatment for certain
portions. Confidential material has been redacted and has been separately
filed with the Securities and Exchange Commission.

(b) Financial Statement Schedules.

The schedules have been omitted because of the absence of circumstances
under which they would be required.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

II-4
<PAGE>

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall
be deemed to be part of this registration statement as of the time it
was declared effective.

(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this Amendment to the Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of Elmwood Park in the State of New Jersey on
June 3, 1999.

Careinsite, Inc.

/s/ Paul C. Suthern
By: _________________________________
Name: Paul C. Suthern
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Paul C. Suthern Director and Principal June 3, 1999
______________________________________ Executive Officer
Paul C. Suthern

/s/ James R. Love Director and Principal June 3, 1999
______________________________________ Financial and Accounting
James R. Love Officer

* Director June 3, 1999
______________________________________
Roger C. Holstein

* Director June 3, 1999
______________________________________
David M. Margulies

* Director June 3, 1999
______________________________________
Charles A. Mele

* Director June 3, 1999
______________________________________
Martin J. Wygod

* /s/ David C. Amburgey As Attorney-in-Fact June 3, 1999
______________________________________
David C. Amburgey
</TABLE>

II-6

<PAGE>

EXHIBIT 1.1

______________________________________________________________________________
______________________________________________________________________________

CAREINSITE, INC.
(a Delaware corporation)
5,650,000 Shares of Common Stock

PURCHASE AGREEMENT
------------------

Dated: ___________, 1999

______________________________________________________________________________
______________________________________________________________________________
<PAGE>

CAREINSITE, INC.

(a Delaware corporation)

5,650,000 Shares of Common Stock

(Par Value $.01 Per Share)

PURCHASE AGREEMENT
_________, 1999
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Warburg Dillon Read LLC
Wit Capital Corporation
as Representatives of the several Underwriters

c/o Merrill Lynch & Co.
Merrill Lynch, Pierce Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

CareInsite, Inc., a Delaware corporation (the "Company"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other Underwriters named in
Schedule A hereto (collectively, the "Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, Warburg Dillon Read LLC and Wit Capital
Corporation are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective numbers of shares of Common Stock, par value $.01 per share, of the
Company ("Common Stock") set forth in said Schedule A, and with respect to the
grant by the Company to the Underwriters, acting severally and not jointly, of
the option described in Section 2(b) hereof to purchase all or any part of
847,500 additional shares of Common Stock to cover over-allotments, if any. The
aforesaid 5,650,000 shares of Common Stock (the "Initial Securities") to be
purchased by the Underwriters and all or any part of the 847,500 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities".
<PAGE>

The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

The Company and the Underwriters agree that up to 565,000 shares of the
Securities to be purchased by the Underwriters (the "Reserved Securities") shall
be reserved for sale by the Underwriters to certain eligible directors,
officers, employees and consultants of the Company, of Synetic, Inc. ("Synetic")
and of Cerner Corporation ("Cerner"), and to certain other persons as part of
the distribution of the Securities by the Underwriters, subject to the terms of
this Agreement, the applicable rules, regulations and interpretations of the
National Association of Securities Dealers, Inc. (the "NASD") and all other
applicable laws, rules and regulations. To the extent that such Reserved
Securities are not orally confirmed for purchase by such eligible directors,
officers, employees and consultants of the Company, of Synetic and of Cerner and
by certain other persons by the end of the first business day after the date of
this Agreement, such Reserved Securities may be offered to the public as part of
the public offering contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-75071) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The
information included in such prospectus or in such Term Sheet, as the case may
be, that was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration statement at the
time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto and schedules thereto at the time it
became effective and including the Rule 430A Information and the Rule 434
Information, as applicable, is herein called the "Registration Statement." Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final prospectus in the form first furnished to the
Underwriters for use in connection with the offering of the Securities is herein
called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall
refer to the preliminary prospectus dated _____, 1999 together with the Term
Sheet and all references in this Agreement to the date of the Prospectus shall
mean the date of the Term Sheet. For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or any
Term Sheet or any amendment or supplement to

2
<PAGE>

any of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof, and agrees with each Underwriter,
as follows:

(i) Compliance with Registration Requirements. Each of the
-----------------------------------------
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective and at the Closing Time (and, if any Option Securities are
purchased, at each Date of Delivery), the Registration Statement, the Rule
462(b) Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading[, and the Prospectus, any preliminary prospectus and any
supplement thereto or prospectus wrapper prepared in connection therewith,
at their respective times of issuance and at the Closing Time, complied and
will comply in all material respects with any applicable laws or
regulations of foreign jurisdictions in which the Prospectus and such
preliminary prospectus, as amended or supplemented, if applicable, are
distributed in connection with the offer and sale of Reserved Securities].
Neither the Prospectus nor any amendments or supplements thereto
[(including any prospectus wrapper)], at the time the Prospectus or any
such amendment or supplement was issued and at the Closing Time (and, if
any Option Securities are purchased, at the Date of Delivery), included or
will include an untrue statement of a material fact or omitted or will omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. If Rule 434 is used, the Company will comply with the
requirements of Rule 434 and the Prospectus shall not be "materially
different", as such term is used in Rule 434, from the prospectus included
in the Registration Statement at the time it became effective. The
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to the
Company in writing by any Underwriter through Merrill Lynch expressly for
use in the Registration Statement or Prospectus.

3
<PAGE>

Each preliminary prospectus and the prospectus filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with this offering was identical in all material respects
to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Independent Accountants. The accountants who certified the
-----------------------
financial statements and supporting schedules included in the Registration
Statement are independent public accountants as required by the 1933 Act
and the 1933 Act Regulations.

(iii) Financial Statements. The financial statements included in the
--------------------
Registration Statement and the Prospectus, together with the related
schedules and notes, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; except as set forth in
the Registration Statement said financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP") applied
on a consistent basis throughout the periods involved. The supporting
schedules, if any, included in the Registration Statement present fairly in
accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information included in
the Prospectus present fairly the information shown therein and have been
compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement.

(iv) No Material Adverse Change in Business. Since the respective
--------------------------------------
dates as of which information is given in the Registration Statement and
the Prospectus, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings or business of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business (a
"Material Adverse Effect"), (B) there have been no transactions entered
into by the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company
and its subsidiaries considered as one enterprise, (C) there has been no
dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock, and (D) there has been no sale or grant
of options, warrants or other rights to acquire shares of capital stock of
the Company or other securities convertible into such shares, other than
stock options under the CareInsite, Inc. Employee and Officer Stock Option
Plans, which plans were approved prior to the date hereof and described in
the Registration Statement and the Prospectus.

(v) Good Standing of the Company. The Company has been duly
----------------------------
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and

4
<PAGE>

perform its obligations under this Agreement; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Effect.

(vi) Good Standing of Subsidiaries. Med-Link Technologies, Inc.,
-----------------------------
("Med-Link"), a "significant subsidiary" of the Company as such term is
defined in Rule 1-02 of Regulation S-X, has been duly organized and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not result in a Material Adverse
Effect; except as otherwise disclosed in the Registration Statement, all of
the issued and outstanding capital stock of Med-Link has been duly
authorized and validly issued, is fully paid and non-assessable and is
owned by the Company, directly or through subsidiaries, free and clear of
any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; none of the outstanding shares of capital stock of Med-Link was
issued in violation of the preemptive or similar rights of any
securityholder of Med-Link.

The only other subsidiaries of the Company are certain subsidiaries
which, considered in the aggregate as a single Subsidiary, do not
constitute a "significant subsidiary" as such term is defined in Rule 1-02
of Regulation S-X. Each such subsidiary (A) has been duly organized and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, (B) has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus and (C) is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except in
each case where the failure so to qualify, to be in good standing or to
have such power and authority would not result in a Material Adverse
Effect; except where the failure to do so would not result in a Material
Adverse Effect, all of the issued and outstanding capital stock of each
such subsidiary has been duly authorized and validly issued, is fully paid
and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any subsidiary was issued in violation of the preemptive
or similar rights of any securityholder of such subsidiary, except where
the failure to do so would not result in a Material Adverse Effect.

(vii) Capitalization. The authorized, issued and outstanding
--------------
capital stock of the Company is as set forth in the Prospectus in the
column entitled "Actual" under the caption "Capitalization" (except for
subsequent issuances, if any, pursuant to this Agreement, pursuant to
reservations, agreements or employee benefit plans referred to in
the Prospectus, pursuant to the exercise of convertible securities or
options referred to in the Prospectus or pursuant to the issuance of

5
<PAGE>

shares to Cerner in a separate private transaction referred to in the
Prospectus). The shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the
Company was issued in violation of the preemptive or other similar rights
of any securityholder of the Company.

(viii) Authorization of Agreement. This Agreement has been duly
--------------------------
authorized, executed and delivered by the Company.

(ix) Authorization and Description of Securities. The Securities
-------------------------------------------
have been duly authorized for issuance and sale to the Underwriters
pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement against payment of the consideration set forth
herein, will be validly issued and fully paid and non-assessable; the
Common Stock conforms to all statements relating thereto contained in the
Prospectus and such description conforms to the rights set forth in the
instruments defining the same; no holder of the Securities will be subject
to personal liability by reason of being such a holder; and the issuance of
the Securities is not subject to the preemptive or other similar rights of
any securityholder of the Company.

(x) Absence of Defaults and Conflicts. Neither the Company nor
---------------------------------
any of its subsidiaries is in violation of its charter or by-laws or in
default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or
assets of the Company or any of its subsidiaries is subject (collectively,
"Agreements and Instruments") except for such defaults that would not
result in a Material Adverse Effect; and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein and in the Registration Statement (including the
issuance and sale of the Securities and the use of the proceeds from the
sale of the Securities as described in the Prospectus under the caption
"Use of Proceeds") and compliance by the Company with its obligations
hereunder have been duly authorized by all necessary corporate action and
do not and will not materially conflict with or constitute a material
breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance
upon any property of the Company or any of its subsidiaries pursuant to the
Agreements and Instruments (except for such conflicts, breaches or defaults
or liens, charges or encumbrances that would not result in a Material
Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any of its
subsidiaries or any existing applicable law, rule or regulation of any
government or governmental instrumentality, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of their
respective properties (except for such existing applicable laws, rules or
regulations of any government or governmental instrumentality, domestic or
foreign, that would not result in a Material Adverse Effect). As used
herein, a "Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder's

6
<PAGE>

behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any of its
subsidiaries.

(xi) Absence of Labor Dispute. No labor dispute with the employees
------------------------
of the Company or any of its subsidiaries exists or, to the best knowledge
of the Company, is imminent and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its or any of its
subsidiary's principal suppliers, manufacturers, customers or contractors,
which, in either case, may reasonably be expected to result in a Material
Adverse Effect.

(xii) Absence of Proceedings. Except as otherwise disclosed in the
----------------------
Registration Statement, there is no action, suit or proceeding before or
brought by any court or governmental agency or body, domestic or foreign,
now pending, or, to the knowledge of the Company, threatened, against or
affecting the Company or any of its subsidiaries, which is required to be
disclosed in the Registration Statement or which might reasonably be
expected to result in a Material Adverse Effect, or which might reasonably
be expected to materially and adversely affect the properties or assets
thereof or the consummation of the transactions contemplated in this
Agreement or the performance by the Company of its obligations hereunder;
the aggregate of all pending legal or governmental proceedings to which the
Company or any of its subsidiaries is a party or of which any of its
respective property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation incidental to
the business, could not reasonably be expected to result in a Material
Adverse Effect.

(xiii) Accuracy of Exhibits. There are no contracts or documents
--------------------
which are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits thereto which have not been so
described and filed as required.

(xiv) Possession of Intellectual Property. The Company and its
-----------------------------------
subsidiaries own or possess, or can acquire on reasonable terms, adequate
patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names or other intellectual property
(collectively, "Intellectual Property") necessary to carry on the business
now operated by them, and, except as described in the Prospectus, neither
the Company nor any of its subsidiaries has received any notice of any
infringement of or conflict with asserted rights of others with respect to
any Intellectual Property which (if the subject of any unfavorable
decision, ruling or finding), singly or in the aggregate, would result in a
Material Adverse Effect.

(xv) Absence of Further Requirements. No filing with, or
-------------------------------
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by the Company of its
obligations hereunder, in connection with the offering, issuance or sale of
the Securities hereunder or the consummation of the transactions
contemplated by this Agreement, except [(i)] such as have been already
obtained or as may be required under the 1933 Act or the 1933 Act
Regulations or state securities laws [and (ii) such as have

7
<PAGE>

been obtained under the laws and regulations of jurisdictions outside the
United States in which the Reserved Securities are offered.]

(xvi) Possession of Licenses and Permits. The Company and its
----------------------------------
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, "Governmental Licenses") issued by the
appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct the business now operated by them and the Company and
its subsidiaries are in compliance with the terms and conditions of all
such Governmental Licenses, except where the failure to possess such
licenses or to so comply would not, singly or in the aggregate, have a
Material Adverse Effect; all of the Governmental Licenses are valid and in
full force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full force
and effect would not have a Material Adverse Effect; and neither the
Company nor any its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such Governmental
Licenses which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.

(xvii) Title to Property. The Company and its subsidiaries have
-----------------
good and marketable title to all real property owned by the Company and its
subsidiaries and good title to all other properties owned by them necessary
to carry on the business now operated by them, in each case free and clear
of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (a) are described in the
Prospectus or (b) do not, singly or in the aggregate, materially affect the
value of such property and do not interfere with the use made and proposed
to be made of such property by the Company or any of its subsidiaries; and
all of the leases and subleases material to the business of the Company and
its subsidiaries, considered as one enterprise, and under which the Company
or any of its subsidiaries holds properties described in the Prospectus,
are in full force and effect, and neither the Company nor any subsidiary
has any notice of any claim of any sort that has been asserted by anyone
adverse to the rights of the Company or any of its subsidiaries under any
of the leases or subleases mentioned above, or affecting or questioning the
rights of the Company or such subsidiary to the continued possession of the
leased or subleased premises under any such lease or sublease except such
claims as would not, singly or in the aggregate, result in a Material
Adverse Effect.

(xviii) Environmental Laws. Except as described in the Registration
------------------
Statement and except as would not, singly or in the aggregate, result in a
Material Adverse Effect, (A) neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to
the manufacture, processing,

8
<PAGE>

distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively, "Environmental Laws"), (B) the Company
and its subsidiaries have all permits, authorizations and approvals
required under any applicable Environmental Laws and are each in compliance
with their requirements, (C) there are no pending or, to the Company's
knowledge, threatened administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental Law
against the Company or any of its subsidiaries and (D) there are no events
or circumstances that might reasonably be expected to form the basis of an
order for clean-up or remediation, or an action, suit or proceeding by any
private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

(xix) Registration Rights. Except as described in the Registration
-------------------
Statement, there are no persons with registration rights or other similar
rights to have any securities registered pursuant to the Registration
Statement or otherwise registered by the Company under the 1933 Act.

(b) Officer's Certificates. Any certificate signed by any officer of the
Company delivered to the Representatives or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.
------------------------------------------

(a) Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

(b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase up to an additional 847,500 shares of Common Stock
at the price per share set forth in Schedule B, less an amount per share equal
to any dividends or distributions declared by the Company and payable on the
Initial Securities but not payable on the Option Securities. The option hereby
granted will expire 30 days after the date hereof and may be exercised in whole
or in part from time to time only for the purpose of covering over-allotments
which may be made in connection with the offering and distribution of the
Initial Securities upon notice by the Representatives to the Company setting
forth the number of Option Securities as to which the several Underwriters are
then exercising the option and the time and date of payment and delivery for
such Option Securities. Any such time and date of delivery (a "Date of
Delivery") shall be determined by the Representatives, but shall not be later
than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any

9
<PAGE>

portion of the Option Securities, each of the Underwriters, acting severally and
not jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of Initial Securities set forth
in Schedule A opposite the name of such Underwriter bears to the total number of
Initial Securities, subject in each case to such adjustments as the
Representatives in their discretion shall make to eliminate any sales or
purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Brown &
Wood LLP, One World Trade Center, 59th Floor, New York, New York 10048, or at
such other place as shall be agreed upon by the Representatives and the Company,
at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after
4:30 P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10), or such
other time not later than ten business days after such date as shall be agreed
upon by the Representatives and the Company (such time and date of payment and
delivery being herein called "Closing Time").

In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as the Representatives may request in writing at least two full
business days before the Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

SECTION 3. Covenants of the Company. The Company covenants with each
------------------------
Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
or Rule 434,

10
<PAGE>

as applicable, and will notify the Representatives promptly, and confirm the
notice in writing, of (i) the effectiveness of any amendment to the Registration
Statement, (ii) the transmittal to the Commission for filing of any supplement
to the Prospectus or any amended Prospectus, (iii) the receipt of any comments
from the Commission with respect to the Registration Statement or the
Prospectus, (iv) any request by the Commission for any amendment to the
Registration Statement or any supplement to the Prospectus or for additional
information relating thereto and (v) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement, or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of
such purposes. The Company will promptly effect the filings necessary pursuant
to Rule 424(b) and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectus,
will furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Representatives or counsel
for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or
will deliver to the Representatives and counsel for the Underwriters, without
charge, signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the Representatives, without charge, as many
conformed copies of the Registration Statement as originally filed and of each
amendment thereto (without exhibits) as the Underwriters may reasonably request.
The copies of the Registration Statement and each amendment thereto furnished to
the Underwriters will be identical in all material respects to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act and state securities
laws. The Company will furnish to each Underwriter, without charge, during the
period when the Prospectus is required to be delivered under the 1933 Act or the
Securities Exchange Act of 1934 (the "1934 Act"), such number of copies of the
Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to
the Underwriters will be identical in all material respects to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

11
<PAGE>

(e) Continued Compliance with Securities Laws. The Company will comply to
the best of its ability with the 1933 Act and the 1933 Act Regulations so as to
permit the completion of the distribution of the Securities as contemplated in
this Agreement and in the Prospectus. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the Underwriters or for the
Company, to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include any untrue statements
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the
Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request.

(f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify (or obtain an exemption from
qualification of) the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions (domestic or foreign) as
the Representatives may designate and to maintain such qualifications in effect
for a period of not less than one year from the later of the effective date of
the Registration Statement and any Rule 462(b) Registration Statement; provided,
however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the Securities have
been so qualified, the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for a period of not less than one year from the effective date of the
Registration Statement and any Rule 462(b) Registration Statement.

(g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h) Use of Proceeds. The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectus under
"Use of Proceeds".

(i) Listing. The Company will use its best efforts to effect and maintain
the quotation of the Common Stock (including the Securities) on the Nasdaq
National Market and will file with the Nasdaq National Market all documents and
notices required by the Nasdaq National Market.

(j) Restriction on Sale of Securities. During a period of 180 days from
the date of the Prospectus, the Company will not, without the prior written
consent of Merrill Lynch, (i) directly

12
<PAGE>

or indirectly, offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of any share of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or file any registration statement under the 1933 Act with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap or transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (A) the Securities to be
sold hereunder, (B) any shares of Common Stock issued or options to purchase
Common Stock granted pursuant to existing employee benefit plans of the Company
referred to in the Prospectus or (C) any shares of Common Stock issued pursuant
to the exercise of convertible securities referred to in the Prospectus. This
notwithstanding, the Company may issue shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock in connection
with investments in, acquisitions of, or mergers, combinations or other
strategic relationships with, other companies.

(k) Reporting Requirements. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

(l) Compliance with NASD Rules. The Company hereby agrees that it will
ensure that the Reserved Securities will be restricted as required by the NASD
or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a
period of three months following the date of this Agreement. The Underwriters
will notify the Company as to which persons will need to be so restricted. At
the request of the Underwriters, the Company will direct the transfer agent to
place a stop transfer restriction upon such securities for such period of time.
Should the Company release, or seek to release, from such restrictions any of
the Reserved Securities, the Company agrees to reimburse the Underwriters for
any reasonable expenses (including, without limitation, legal expenses) they
incur in connection with such release.

(m) Compliance with Rule 463 The Company will include in its periodic
reports filed with the Commission pursuant to the 1934 Act such information as
may be required pursuant to Rule 463 of the 1933 Act Regulations.

SECTION 4. Payment of Expenses.
-------------------

(a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the Securities, (iii) the preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, including
any stock or other transfer taxes and any stamp or other duties payable upon the
sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees
and

13
<PAGE>

disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectus and any amendments
or supplements thereto, (vii) the preparation, printing and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii)
the fees and expenses of any transfer agent or registrar for the Securities,
(ix) the filing fees incident to, and the reasonable fees and disbursements of
counsel to the Underwriters in connection with, the review by the NASD of the
terms of the sale of the Securities, (x) the fees and expenses incurred in
connection with the inclusion of the Securities in the Nasdaq National Market
and (xi) all costs and expenses of the Underwriters, including the fees and
disbursements of counsel for the Underwriters, in connection with matters
related to the Reserved Securities which are designated by the Company for sale
to certain eligible directors, officers, employees and consultants of the
Company, of Synetic and of Cerner, and to certain other persons.

(b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5(l) or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters' Obligations. The obligations of
---------------------------------------
the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective and at
Closing Time no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or, to the knowledge of the Representatives or the knowledge of the
Company, threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriters. A prospectus containing
the Rule 430A Information shall have been filed with the Commission in
accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A) or, if the Company has elected to rely upon Rule 434,
a Term Sheet shall have been filed with the Commission in accordance with Rule
424(b).

(b) Opinion of Counsel for Company. At Closing Time, the Representatives
shall have received the favorable opinion, dated as of Closing Time, of Shearman
& Sterling, counsel for the Company, in form and substance satisfactory to
counsel for the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters. In giving such opinion such counsel
may rely, as to all matters governed by the laws of jurisdictions other than the
law of the State of New York, the federal law of the United States and the
General

14
<PAGE>

Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representatives. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and certificates of
public officials.

(c) Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Brown & Wood LLP, counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other Underwriters in form and
substance satisfactory to the Representatives. In giving such opinion such
counsel may rely, as to all matters governed by the laws of jurisdictions other
than the law of the State of New York, the federal law of the United States and
the General Corporation Law of the State of Delaware, upon the opinions of
counsel satisfactory to the Representatives. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and
certificates of public officials.

(d) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or otherwise, or in the earnings or business of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, and the Representatives shall have received a certificate of the
President or a Vice President of the Company and of the chief financial or chief
accounting officer of the Company, dated as of Closing Time, to the effect that,
to such person's knowledge, (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1(a) hereof are true and
correct, in all material respects, with the same force and effect as though
expressly made at and as of Closing Time, (iii) the Company has complied, in all
material respects, with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending or are
contemplated by the Commission.

(e) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the Representatives shall have received from Arthur Andersen LLP a
letter dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information pertaining
to the Company contained in the Registration Statement and the Prospectus.

(f) Bring-down Comfort Letter. At Closing Time, the Representatives shall
have received from Arthur Andersen LLP a letter, dated as of Closing Time, to
the effect that they reaffirm the statements made in their letter furnished
pursuant to subsection (e) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.

(g) Approval of Listing. At Closing Time, the Securities shall have been
approved for inclusion in the Nasdaq National Market, subject only to official
notice of issuance.

15
<PAGE>

(h) No Objection. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

(i) Lock-up Agreements. At the date of this Agreement, the
Representatives shall have received an agreement substantially in the form of
Exhibit A hereto signed by the persons listed on Schedule C hereto.

(j) Conditions to Purchase of Option Securities. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by the Company hereunder shall be true and correct as of each Date of Delivery
and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers' Certificate. A certificate, dated such Date of
---------------------
Delivery, of the President or a Vice President of the Company and of the
chief financial or chief accounting officer of the Company confirming that
the certificate delivered at the Closing Time pursuant to Section 5(d)
hereof remains true and correct as of such Date of Delivery.

(ii) Opinion of Counsel for Company. The favorable opinion of
------------------------------
Shearman & Sterling, counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, dated such Date of Delivery,
relating to the Option Securities to be purchased on such Date of Delivery
and otherwise to the same effect as the opinion required by Section 5(b)
hereof.

(iii) Opinion of Counsel for Underwriters. The favorable opinion of
-----------------------------------
Brown & Wood LLP, counsel for the Underwriters, dated such Date of
Delivery, relating to the Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(c) hereof.

(iv) Bring-down Comfort Letter. A letter from Arthur Andersen LLP,
-------------------------
in form and substance satisfactory to the Representatives and dated such
Date of Delivery, substantially in the same form and substance as the
letter furnished to the Representatives pursuant to Section 5(f) hereof,
except that the "specified date" in the letter furnished pursuant to this
paragraph shall be a date not more than five days prior to such Date of
Delivery.

(k) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may reasonably request for the purpose of enabling them to pass
upon the issuance and sale of the Securities as herein contemplated, or in order
to evidence the accuracy, in all material respects, of any of the
representations or warranties, or the fulfillment, in all material respects, of
any of the conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of the Securities as herein
contemplated shall be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

16
<PAGE>

(l) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several Underwriters to purchase the relevant Option
Securities, may be terminated by the Representatives by notice to the Company at
any time at or prior to Closing Time or such Date of Delivery, as the case may
be, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Sections 6, 7 and 8 shall
survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.
---------------

(a) Indemnification of Underwriters. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

[(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of (A) the violation of any applicable
laws or regulations of foreign jurisdictions where Reserved Securities have
been offered and (B) any untrue statement or alleged untrue statement of a
material fact included in the supplement or prospectus wrapper material
distributed in [Insert Applicable Jurisdiction(s)] in connection with the
reservation and sale of the Reserved Securities to certain eligible
directors, officers, employees and consultants of the Company, of Synetic
and of Cerner and to certain other persons or the omission or alleged
omission therefrom of a material fact necessary to make the statements
therein, when considered in conjunction with the Prospectus or preliminary
prospectus, not misleading;]

(iii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission [or in connection with any violation
of the nature referred to in Section 6(a)(ii)(A) hereof]; provided that
(subject to Section 6(d) below) any such settlement is effected with the
written consent of the Company; and

17
<PAGE>

(iv) against any and all expense whatsoever, as incurred (including,
subject to Section 6(c) hereof, the fees and disbursements of counsel
chosen by Merrill Lynch), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission [or in connection with any violation
of the nature referred to in Section 6(a)(ii)(A) hereof], to the extent
that any such expense is not paid under (i), (ii) [or (iii)] above;

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through Merrill Lynch expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); provided,
further, that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense resulting from the fact that a court of competent
jurisdiction shall have made a final, non-appealable determination that the
untrue statement or omission shall have been corrected in a preliminary
Prospectus or the Prospectus and a copy of such preliminary prospectus or
Prospectus was not sent or given to such person by such Underwriter as required
and within the time required by the 1933 Act.

(b) Indemnification of Company, Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through Merrill
Lynch expressly for use in the Registration Statement (or any amendment thereto)
or such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

(c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of

18
<PAGE>

the indemnified party) also be counsel to the indemnified party. In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

(d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(iii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

(e) Indemnification for Reserved Securities. In connection with the offer
and sale of the Reserved Securities, the Company agrees, promptly upon a request
in writing, to indemnify and hold harmless the Underwriters from and against any
and all losses, liabilities, claims, damages and expenses incurred by them as a
result of the failure of eligible directors, officers, employees and consultants
of the Company, of Synetic and of Cerner and of certain other persons to pay for
and accept delivery of Reserved Securities which, by the end of the first
business day following the date of this Agreement, were subject to a properly
confirmed agreement to purchase.

SECTION 7. Contribution. If the indemnification provided for in
------------
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions,
[or in connection with any violation of the nature referred to in Section
6(a)(ii)(A) hereof,] which resulted in such losses, liabilities, claims, damages
or expenses, as well as any other relevant equitable considerations.

19
<PAGE>

The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the Term Sheet, bear to the aggregate initial public
offering price of the Securities as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission [or any violation of the nature referred to in Section 6(a)(ii)(A)
hereof].

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Initial Securities set forth opposite their
respective names in Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive
-----------------------------------------------------
Delivery. All representations, warranties and agreements contained in this
- --------
Agreement or in certificates of

20
<PAGE>

officers of the Company submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or controlling person, or by or on behalf of the Company, and
shall survive delivery of the Securities to the Underwriters.

SECTION 9. Termination of Agreement.
------------------------

(a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings or business of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, or (ii)
if there has occurred any material adverse change in the financial markets in
the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable to
market the Securities or to enforce contracts for the sale of the Securities, or
(iii) if trading in any securities of the Company has been suspended or
materially limited by the Commission or the Nasdaq National Market, or if
trading generally on the American Stock Exchange or the New York Stock Exchange
or in the Nasdaq National Market has been suspended or materially limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission, the NASD or any other governmental authority, or (iv)
if a banking moratorium has been declared by either Federal or New York
authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
6, 7 and 8 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more
------------------------------------------
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
number of Securities to be purchased on such date, each of the non-
defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of
all non-defaulting Underwriters, or

21
<PAGE>

(b) if the number of Defaulted Securities exceeds 10% of the number of
Securities to be purchased on such date, this Agreement or, with respect to
any Date of Delivery which occurs after the Closing Time, the obligation of
the Underwriters to purchase and of the Company to sell the Option
Securities to be purchased and sold on such Date of Delivery shall
terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Representatives or the Company shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 10.

SECTION 11. Notices. All notices and other communications hereunder
-------
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of Equity Syndicate;
and notices to the Company shall be directed to it at 669 River Drive, River
Drive Center II, Elmwood Park, New Jersey 07407, attention of the Chief
Financial Officer.

SECTION 12. Parties. This Agreement shall each inure to the benefit of
-------
and be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
----------------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. Effect of Headings. The Article and Section headings
------------------
herein are for convenience only and shall not affect the construction hereof.

22
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters and the Company in accordance with its terms.

Very truly yours,

CAREINSITE, INC.

By:
---------------------------------
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
WARBURG DILLON READ LLC
WIT CAPITAL CORPORATION

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:
----------------------------------
Authorized Signatory

For themselves and as Representatives of the
other Underwriters named in Schedule A hereto.

23
<PAGE>

SCHEDULE A

Number of
Initial Securities
Name of Underwriter -------------------
-------------------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated...........................
Warburg Dillon Read LLC............................
Wit Capital Corporation............................

---------
Total.................................. 5,650,000
=========

Sch A-1
<PAGE>

SCHEDULE B

CAREINSITE, INC.

5,650,000 Shares of Common Stock

(Par Value $.01 Per Share)

1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $.

2. The purchase price per share for the Securities to be paid by the
several Underwriters shall be $_____, being an amount equal to the initial
public offering price set forth above less $ per share; provided that the
purchase price per share for any Option Securities purchased upon the
exercise of the over-allotment option described in Section 2(b) shall be
reduced by an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial Securities but not
payable on the Option Securities.

Sch B-1
<PAGE>

SCHEDULE C

List of persons and entities subject to lock-up

Synetic, Inc.
Cerner Corporation
Martin J. Wygod
Paul C. Suthern
Richard S. Cohan
Roger C. Holstein
James R. Love
David M. Margulies
David C. Amburgey
Charles A. Mele

Sch C-1
<PAGE>

FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO
SECTION 5(i)

Exhibit A

, 1999
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Warburg Dillon Read LLC
Wit Capital Corporation
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement

c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

North Tower
World Financial Center
New York, New York 10281-1209

Re: Proposed Public Offering by CareInsite, Inc.
--------------------------------------------

Dear Sirs:

The undersigned, a stockholder [and/or an officer and/or director] of
CareInsite, Inc., a Delaware corporation (the "Company"), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Warburg Dillon Read LLC and Wit Capital Corporation propose
to enter into a Purchase Agreement (the "Purchase Agreement") with the Company
providing for the public offering of shares (the "Securities") of the Company's
common stock, par value $.01 per share (the "Common Stock"). In recognition of
the benefit that such an offering will confer upon the undersigned as a
stockholder [and/or an officer and/or director] of the Company, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
Purchase Agreement that, during a period of 180 days from the date of the
Purchase Agreement, the undersigned will not, without the prior written consent
of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any shares of the Company's Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise.

Very truly yours,

Signature:
--------------------------------
Print Name:
--------------------------------

Annex A-1

<PAGE>

Exhibit 10.23

Pages where confidential treatment has been requested are stamped "Confidential
Treatment Requested and the Redacted Material has been separately filed with the
Commission" and the confidential section has been marked in the margin with a
star (*)."
<PAGE>

EXCLUSIVE ELECTRONIC GATEWAY AND NETWORK SERVICES AGREEMENT
-----------------------------------------------------------

This Exclusive Electronic Gateway And Network Services Agreement (the
"Agreement") is made and entered into this 16/th/ day of May, 1999, by and
between CareInsite, Inc., a Delaware corporation ("CareInsite"), and Medical
Manager Corporation, a Delaware corporation ("Medical Manager") (each a "party",
collectively the "parties).

WHEREAS, Medical Manager is the owner and developer of The Medical
Manager Software/(R)/ which is used in physician's offices, and is in the
business of marketing such software and related computer hardware to physicians,
as well as installing, training and supporting physicians and their staffs in
the use of such software and hardware;

WHEREAS, Medical Manager also markets to physician's offices,
hospitals, MSOs, and other healthcare providers Medical Manager's Network
Services, which allow physicians to transact certain electronic transactions
with health care payors and suppliers;

WHEREAS, CareInsite provides an interactive health services channel
which allows physicians and their staffs to receive certain content, transaction
and messaging services on behalf of healthcare payors and suppliers; and

WHEREAS, Medical Manager desires to grant CareInsite the exclusive
right to provide CareInsite Services (as defined below) in physician offices
utilizing Medical Manager's computer software on the terms and conditions set
forth herein.

NOW, THEREFORE, for the consideration set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

SECTION ONE
DEFINITIONS
-----------

As used in this Agreement, the following terms shall have the meanings
set forth below:

"Administrative Transaction Revenues" shall mean the transaction fees
-----------------------------------
received by CareInsite from Payors in connection with performing Administrative
Transactions, less refunds, credits, taxes and other related charges.

"Administrative Transactions" shall mean the following administrative
---------------------------
transactions conducted between a physician's office and Payors or suppliers:
electronic claims

-1-
<PAGE>

and encounters, claim status, electronic remittance, patient statements and
printed mail services, eligibility, rosters, and referral/authorization/inquiry.

"CareInsite Network" shall mean a data/telecommunications network
------------------
suitable for providing the CareInsite Services, and may include Internet Service
Provider (ISP) functions, Virtual Private Network(s) (VPNs), Points of Presence
(POPs), and/or such other data/telecommunications structures, functions and
capabilities as shall be deemed appropriate by CareInsite, whether provided by
CareInsite or through third parties.

"CareInsite Services" shall mean the following services which
-------------------
electronically link a physician's office with Payors, suppliers and other
providers, whether provided by CareInsite, its subcontractors or designees:

Messaging Services: including but not limited to 1) e-mail, broadcast
messaging, forums, and other messaging applications that transmit
communications to physician's e-mail or other message handling
environments, and 2) discussion forums, which allows users to post messages
and communicate with each other in real time.

Transaction Services: including but not limited to: 1) prescription
communication services, 2) lab communication services, 3) radiology and
imaging communications services, 4) vision communication services, 5)
medical device and supplies communication services, 6) clinical trials
communication services, 7) managed care communication services (claims,
status, remittance advice, eligibility, referral, pre-certification, etc.),
8) hospital communication services, 9) home health communication services,
10) long term care communication services, 11) managed behavioral care
communication services, and 12) pharmaceutical communication services.

Content Services: services that provide physicians and physician offices,
Payors, providers, suppliers and patients access to content and information
in an indexed and searchable format. Such content shall include but not be
limited to both publically available material (medical reference materials,
libraries, databases, patient education information, etc.), and private
content (physician, Payor, supplier or patient provided information). Payor
specific information may include benefit plan files, provider directory
files, policies and procedures files, medical reference files, treatment
guideline files (including formularies) and patient enrollment files.
Supplier information (hospital, lab, pharmacy, etc.) shall include
catalogs, directories, maps and locations, medical reference files, patient
enrollment files, etc. Patient specific information may include lab and
medication histories, plan coverages and affiliation, allergy information,
demographic data, etc.

Web Hosting Services which will enable physicians to utilize the CareInsite
Software and CareInsite Network to build a custom web-site that may be
accessed through the world-wide web. Authorized uses of the custom web-
site include, but are not limited to 1) e-mail

-2-
<PAGE>

communications within a physician practice or clinic, 2) e-mail, bulletin
board, and chat communications between physicians and patients, and 3)
customized and public content access.

"CareInsite Software" mean the computer software and related
-------------------
documentation of CareInsite, whether now existing or hereafter created, used for
providing CareInsite Services.

"Clinical Transaction Revenues" shall mean the transaction fees
-----------------------------
received by CareInsite from Payors or suppliers in connection with performing
Clinical Transactions, less refunds, credits, taxes and other related charges.

"Clinical Transactions" shall mean the following clinical transactions
---------------------
conducted between a physician's office and Payors or suppliers: laboratory
communication services and prescriptions communication services.

"Confidential Information" of a party shall mean any and all
------------------------
confidential or proprietary information of such party, data and know-how
embodied in the software of such party, including source code and object code,
and any and all information pertaining to customers or licensees of such party.

"Effective Date" shall have the meaning set forth in Section 9.1.
--------------

"Interfaced Software" shall mean the CareInsite Software which has
-------------------
been interfaced and/or integrated with the Medical Manager Software to allow
Medical Manager Customers to access the CareInsite Services.

"Medical Manager Customers" shall mean end users of the Medical
-------------------------
Manager Software or Interfaced Software.

"Medical Manager Software" shall mean The Medical Manager
------------------------
Software/(R)/ computer software program provided by Medical Manager to end
users, including new or updated versions thereof, as well as private label
versions thereof where authorized by agreements between Medical Manager and
private label vendors, and any other computer products now existing or hereafter
created by Medical Manager which are related to Medical Manager's current
products.

"Payors" shall mean any provider of health, medical, or welfare
------
benefits, such as insurance companies, PBMs, etc.

"Person" shall mean an individual, corporation, partnership, limited
------
liability company, trust, business trust, association, joint stock company,
joint venture, pool, syndicate, sole proprietorship, incorporated organization,
governmental authority or any other form of entity.

-3-
<PAGE>

"Term" shall have the meaning set forth in Section 9.1 hereof.
----

SECTION 2
LICENSE GRANT
-------------

2.1. Grant. During the Term of this Agreement, and subject to the
-----
agreement referred to in Section 4.2 and to the terms and conditions hereof, (i)
Medical Manager hereby grants to CareInsite the exclusive right to offer or
provide CareInsite Services through or by means of the Medical Manager Software,
and the exclusive right to offer or provide CareInsite Services to Medical
Manager Customers, and (ii) CareInsite hereby grants Medical Manager a non-
exclusive, non-transferable license (without the right to grant sublicenses) to
reproduce and distribute the CareInsite Software and Interfaced Software in
object code format for use in connection with the Medical Manager Software to
the extent necessary to enable CareInsite to provide CareInsite Services to
Medical Manager Customers. It is understood and agreed by the parties that the
right granted to CareInsite under this Paragraph is intended to appoint
CareInsite as the exclusive gateway for the provision of CareInsite Services to
Medical Manager Customers, and during the term, Medical Manager shall not offer,
or enable or assist third parties to offer to Medical Manager Customers any
services that are the same as or similar to CareInsite Services. In the event
that Medical Manager determines that the offering of a particular CareInsite
Service is important to the business of Medical Manager and such CareInsite
Service is not yet developed or implemented by CareInsite, Medical Manager shall
notify CareInsite of its desire to offer such service. CareInsite shall, within
sixty (60) days of such notice, develop a plan to offer such CareInsite Service,
either itself or through a third party, within a reasonable amount of time
thereafter. In the event that CareInsite does not develop a plan that is
acceptable to Medical Manager in its exercise of reasonable commercial
judgement, Medical Manager shall thereafter be permitted to develop such
CareInsite Service on its own or to contract with a third party for the delivery
of such service.

2.2. Development Efforts. In order to enable Medical Manager
-------------------
Customers to access the CareInsite Services, the parties shall cooperate to
integrate and/or interface the CareInsite Software with the Medical Manager
Software on a mutually agreeable rollout schedule. In connection therewith,
CareInsite shall use commercially reasonable efforts to ensure completion of
the CareInsite Software with such initial functionality as shall be mutually
agreed by the parties, and Medical Manager shall use commercially reasonable
efforts to cooperate with CareInsite in connection with the integration of the
CareInsite Software with the Medical Manager Software. Subject to the terms of
Article 8, each party shall provide the other party with reasonable access to
the transaction specifications for its software as necessary to effectuate the
purposes of this Agreement and provided that such other party shall not use such
transaction specifications for any purpose other than for such integration.

2.3. CareInsite Software Functionality. The parties acknowledge that
---------------------------------
the CareInsite Software shall not initially be capable of performing all of the
CareInsite Services. The parties shall cooperate with each other to determine
the types of functionality to be added to

-4-
<PAGE>

the CareInsite Software and the schedule for adding of such functionality,
provided that CareInsite shall at all times make available to Medical Manager
Customers the Administrative Transactions and the Clinical Transactions. With
respect to each Administrative Transaction and Clinical Transaction, unless and
until CareInsite has demonstrated its ability to perform such transaction to the
satisfaction of Medical Manager in its exercise of reasonable commercial
judgement, Medical Manager shall have the right to contract with existing
vendors, or CareInsite may contract with such existing vendors, to provide such
transaction.

2.4. Use of Trademarks. In connection with carrying out the purposes
-----------------
of this Agreement, each party shall be allowed to use the trademarks of the
other party subject to obtaining prior written approval of all uses of such
trademarks, which approval shall not be unreasonably withheld, and subject to
meeting such reasonable quality control provisions as shall be requested by such
other party.

SECTION 3
FEES
----

3.1. Fees. CareInsite shall pay Medical Manager a fee on each
----
Administrative Transaction or Clinical Transaction performed on behalf of
Medical Manager Customers as indicated on Schedule A hereto, as may be amended
or supplemented from time-to-time upon mutual agreement of the parties. In each
case, fees shall be paid on payments actually collected by CareInsite and shall
be remitted to Medical Manager pursuant to the terms of Paragraph 3.3 hereof for
the quarter that includes the dates of receipt of such payments.

3.2. Payments Due. Within sixty (60) days of the end of each calendar
------------
quarter, CareInsite shall (i) provide a report to Medical Manager indicating for
such calendar quarter the amount of Clinical Transaction Revenues and
Administrative Transaction Revenues actually received by CareInsite, and (ii)
pay to Medical Manager an amount equal to the fees due for such calendar
quarter.

3.3. Transaction Fees. CareInsite shall have the sole and exclusive
----------------
responsibility to determine all fees for the transacting CareInsite Services.
Nothing in this Section 3.3 is intended to limit the right of Medical Manager to
determine charges made by Medical Manager to physicians for conducting Network
Services.

3.4. Records. CareInsite shall keep true and accurate accounting
-------
records of all information related to the transaction of CareInsite Services,
and fees payable to Medical Manager in connection therewith in accordance with
generally accepted accounting principles, consistently applied. No more
frequently than twice a year, Medical Manager shall have the right (upon two (2)
business days prior notice) to have a certified public accountant selected by
Medical Manager audit the books of CareInsite to determine whether all fees due
and payable under this Agreement have been paid. Medical Manager shall pay the
cost of such investigation. CareInsite shall immediately pay to Buyer any amount
discovered to be owed as a result of the

-5-
<PAGE>

investigation, plus interest at the then-existing Prime Rate, compounded monthly
for each calendar month the amount due was outstanding.

SECTION 4
OBLIGATIONS OF Medical Manager
------------------------------

4.1. Marketing Efforts. Medical Manager will maintain its Network
-----------------
Services group and agrees to use commercially reasonable efforts to advertise,
market and sell the CareInsite Services to Medical Manager Customers and Medical
Manager dealers, including developing marketing materials relating thereto,
instructing members of its sales force in the use and operation thereof, and
providing incentives to its sales force for installing and registering
physicians to use the CareInsite Services. Medical Manager shall focus its
efforts to advertise, market and sell the CareInsite Services to high priority
physicians identified under the terms of Section 6.1 hereof.

4.2. Envoy Contract. Medical Manager agrees not to extend, modify or
--------------
renew that certain contract dated September 1, 1997 by and between Medical
Manager and Envoy Corporation without the prior written consent of CareInsite,
which consent may be granted or denied at CareInsite's sole discretion. Medical
Manager represents and warrants this it has not entered into any agreement with
Envoy or any third party that would obligate Medical Manager to extend or renew
the Envoy Contract, or that would obligate CareInsite in any way that is or may
be inconsistent with the purposes of this Agreement.

4.3. Other Services. Medical Manager shall be responsible for
--------------
enrolling, registering, installing, and training users on the use of the
CareInsite Services. Medical Manager shall also be responsible for (i) billing
physicians for use of Medical Manager's Network Service group, and Medical
Manager shall retain all fees associated therewith, and (ii) collecting and
reimbursing CareInsite for the costs incurred in connecting physicians to the
CareInsite Network under the terms of Section 5.1.

4.4. Licensing Fees. Medical Manager shall have the sole and
--------------
exclusive responsibility to determine all fees for the Medical Manager Software
and Medical Manager Network Services.

SECTION 5
OBLIGATIONS OF CAREINSITE
-------------------------

-6-
<PAGE>

5.1. Communications. CareInsite shall be responsible for establishing
--------------
and maintaining the CareInsite Network. CareInsite shall not be responsible for
any data/telecommunications costs for ISP services between Medical Manager
Customers and the CareInsite Network. The parties shall cooperate to establish
reasonable charge-backs to Medical Manager Customers to enable recovery of such
costs of the CareInsite Network, whether accrued by CareInsite, by Medical
Manager or their designees.

SECTION 6
JOINT OBLIGATIONS
-----------------

6.1. Marketing Efforts. The parties shall cooperate (i) in marketing
-----------------
the CareInsite Services, and in particular, to identify and market the
CareInsite Services to high priority physicians, (ii) to coordinate marketing
efforts in connection with marketing the CareInsite Services, and (iii) to
create additional incentives to the Medical Manager sales force, Medical Manager
Customers and Medical Manager dealers to reach the marketing objectives agreed-
upon by the parties.

6.2. Development Efforts. The parties shall use commercially
-------------------
reasonable efforts to cooperate on the development and implementation of the
CareInsite Services and the Interfaced Software.

SECTION 7
INDEPENDENT CONTRACTOR
----------------------

7.1. Independent Contractor. Each of the parties agrees that it shall
----------------------
be acting as an independent contractor in performing under this Agreement and
shall not be considered or deemed to be an agent, employee, joint venturer, or
partner of the other party. Neither party shall have authority to contract for
or to bind the other party in any manner and shall not represent itself as an
agent of the other party or as otherwise authorized to act for or on behalf of
the other party. Each party shall be responsible for payment of its own taxes
arising out of its activities in connection with this Agreement, including
federal and state taxes, social security taxes, unemployment insurance taxes,
and any other taxes or business license fees that may be required.

7.2. Agents. Each party shall be responsible to ensure that its
------
employees, consultants, agents, and subcontractors agree to be bound by the
terms and conditions of this Agreement, and shall guarantee the performance of
such employees, consultants, agents, and subcontractors in connection with their
obligations under this Agreement.

7.3. No Exclusivity. Nothing herein shall preclude CareInsite from
--------------
integrating the CareInsite Software with the software of third parties or from
performing the same or similar services as the CareInsite Services for itself or
on behalf of a third party, or from independently

-7-
<PAGE>

developing or acquiring, and marketing, materials or programs that are similar
to or competitive with the Medical Manager Software.

SECTION 8
CONFIDENTIALITY AND OWNERSHIP
-----------------------------

8.1. Confidentiality. Each party (the "Receiving Party") agrees that,
---------------
during and after the term of this Agreement, it shall maintain in confidence all
Confidential Information of the other party and shall not disclose any such
Confidential Information to any third party or use any such Confidential
Information for any purpose whatsoever except as contemplated by this Agreement.
In maintaining the confidentiality of Confidential Information, the Receiving
Party shall exercise the same degree of care that it exercises with its own
confidential information, and in no event less than a reasonable degree of care.
The Receiving Party shall ensure that each of its employees, consultants,
agents, and subcontractors, holds in confidence and makes no use of such
Confidential Information for any purpose other than those permitted by this
Agreement.

8.2. Exceptions. The obligation of confidentiality contained in
----------
this Agreement shall not apply to the extent that (i) the Receiving Party is
required to disclose information by order or regulation of a governmental agency
or a court of competent jurisdiction, provided, however, the Receiving Party
-------- -------
shall not make any such disclosure without first notifying the other party and
allowing the other party a reasonable opportunity to seek injunctive relief from
(or a protective order with respect to) the obligation to make such disclosure,
or (ii) the Receiving Party can demonstrate that (A) the disclosed information
was at the time of such disclosure by the other party already in the public
domain other than as a result of actions of the Receiving Party, its Affiliates,
employees, consultants, agents, or subcontractors in violation hereof; or (B)
the disclosed information was received by the Receiving Party on an unrestricted
basis from a source unrelated to the other party and not under a duty of
confidentiality to such source.

8.3. Unauthorized Disclosure. Each party acknowledges and
-----------------------
confirms that the Confidential Information of the other party constitutes
valuable proprietary information and trade secrets of the other party and that
the unauthorized use, loss or outside disclosure of such Confidential
Information shall cause irreparable injury to the other party. The Receiving
Party shall notify the other party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information of the other party,
and will cooperate with the other party in every reasonable way to help regain
possession of such Confidential Information and to prevent its further
unauthorized use. Each party acknowledges that monetary damages may not be a
sufficient remedy for unauthorized disclosure of Confidential Information of the
other party and that the other party shall be entitled, without waiving other
rights or remedies, to such injunctive or equitable relief as may be deemed
proper by a court of competent jurisdiction. Either party shall be entitled to
recover reasonable attorney's fees for any action arising out of or relating to
a disclosure of Confidential Information of such party by the other party.

-8-
<PAGE>

8.4. Ownership. Medical Manager acknowledges and agrees that the
---------
CareInsite Software is and shall remain the exclusive property of CareInsite.
CareInsite acknowledges and agrees that the Medical Manager Software is and
shall remain the exclusive property of Medical Manager,. No action by either
party in connection with integrating the Medical Manager Software and the
CareInsite Software is intended to or shall create a compilation or joint work,
and Interfaced Work shall not be considered a joint work. The parties agree
that any intellectual property rights in any modifications to the CareInsite
Software or the Medical Manager Software to integrate the CareInsite Software
with the Medical Manager Software shall be owned by the party that created such
modifications.

SECTION 9
TERM AND TERMINATION
--------------------

9.1. Term. This Agreement shall be effective immediately upon the
----
merger between Medical Manager and Synetic, Inc. (and shall not become effective
unless such merger shall have been consummated) (the "Effective Date"), and
continue until five (5) years from the Effective Date unless earlier terminated
(the "Term"). This Agreement may be renewed for two (2) successive additional
five (5) year terms subject to the parties reaching agreement on fee payments
for the CareInsite Services for the next renewal term under the terms of Section
9.7.

9.2. Termination. This Agreement may be terminated as follows:
-----------

(a) by mutual written consent duly authorized by the Boards of
Directors of each of CareInsite and Medical Manager;

(b) by either party on thirty (30) days written notice to the other
party, if the other party breaches any of its material obligations
hereunder, and such breach is not cured within 180 days after written
notice of the breach, provided, however, that the non-breaching party must
-------- -------
provide notice of such breach within sixty (60) days of the occurrence of
the breach in order for the non-breaching party to terminate this Agreement
on the grounds of such breach;

(c) by either party immediately upon written notice to the other party
in the event that the other party shall be unable to pay its liabilities
when due, or shall make any assignment for the benefit of creditors, or
shall file any petition under any bankruptcy, insolvency or other similar
law, or files a voluntary petition in bankruptcy, or be adjudicated
bankrupt or insolvent, or if any trustee in bankruptcy or insolvency shall
be appointed for it; or

(d) in the event that a competitor of Medical Manager acquires more
than 50% ownership interest of CareInsite resulting in a change of control
of CareInsite, CareInsite shall notify Medical Manager of such change of
control within thirty (30) days of the effective date of such change of
control, and Medical Manager may thereafter terminate

-9-
<PAGE>

this Agreement on written notice to CareInsite within ninety (90) days of
such notice of change of control.

9.3. Rights Upon Termination. As soon as practicable following
-----------------------
the expiration or termination of this Agreement for any reason, (i) Medical
Manager and CareInsite shall pay all amounts due and payable hereunder to the
other party, and (ii) shall cooperate to prepare and implement a plan to
minimize any disruption to Medical Manager Customers resulting from such
termination. Within thirty (30) business days of termination of this Agreement,
Medical Manager shall certify in writing to CareInsite that all use of the
CareInsite Software has ceased and that all copies thereof have been destroyed.

9.6. Survival. The duties and obligations of the parties under
--------
Sections 8, 9, 10, and 11 of this Agreement shall survive termination of this
Agreement.

9.7. Further Negotiations. During the final year of each term of this
--------------------
Agreement, the parties shall enter into good-faith negotiations to determine
mutually agreeable fee payments for the CareInsite Services during the next
renewal term.

SECTION 10
DISCLAIMER OR WARRANTIES.
------------------------

10.1. CareInsite Disclaimer of Warranties. The CareInsite
-----------------------------------
Services, CareInsite Software, and Interfaced Software are provided on an "AS-
IS" basis. MEDICAL MANAGER ACKNOWLEDGES THAT CAREINSITE PROVIDES NO WARRANTY
NOR ANY INDEMNITY TO MEDICAL MANAGER HEREUNDER, AND EXPRESSLY DISCLAIMS (A) ALL
INDEMNITIES ARISING IN LAW OR OTHERWISE IN RESPECT OF THE CAREINSITE SERVICES,
CAREINSITE SOFTWARE, OR INTERFACED SOFTWARE, (B) ANY OTHER WARRANTY, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, ARISING IN LAW OR OTHERWISE WITH RESPECT TO
THE CAREINSITE SERVICES, CAREINSITE SOFTWARE, OR INTERFACED SOFTWARE , AND (C)
ANY WARRANTY AS TO NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE
CAREINSITE SERVICES, CAREINSITE SOFTWARE, OR INTERFACED SOFTWARE . CAREINSITE
MAKES NO WARRANTIES AS TO THE ADEQUACY OF THE CAREINSITE SERVICES, CAREINSITE
SOFTWARE, OR INTERFACED SOFTWARE, NOR TO THE SUITABILITY OF THE SAME FOR
APPLICATIONS BY MEDICAL MANAGER OR MEDICAL MANAGER CUSTOMERS. No written or
oral information or advice given to Medical Manager by CareInsite or its
directors, officers, employees or agents shall create a warranty of any type.

-10-
<PAGE>

10.2. CareInsite Limitation of Liability. CAREINSITE SHALL NOT BE
----------------------------------
LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL
OR INCIDENTAL DAMAGES WHETHER IMMEDIATE, NON-IMMEDIATE, FORESEEABLE OR
UNFORESEEABLE, OF WHATSOEVER KIND OR NATURE, EVEN IF CAREINSITE HAD BEEN
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF INCLUDING, BUT NOT
LIMITED TO, ANY LOSS, CLAIM OR DAMAGE TO PROPERTY OR PERSONS (INCLUDING LOSS OF
LIFE), ANY LOSS OF REVENUE OR PROFITS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY
KIND, OR ANY OTHER COSTS, OR DAMAGES INCURRED BY MEDICAL MANAGER OR ANY THIRD
PARTY AS A RESULT OF, OR ARISING OUT OF, THIS AGREEMENT OR ANY USE OR
PERFORMANCE OF THE CAREINSITE SERVICES, CAREINSITE SOFTWARE, OR INTERFACED
SOFTWARE , OR LACK, OR LOSS OF USE OF THE CAREINSITE SERVICES, CAREINSITE
SOFTWARE, MEDICAL MANAGER SOFTWARE OR INTERFACED SOFTWARE , OR ANY OTHER
PROPERTY, OF WHATSOEVER NATURE OR KIND, FOR ANY REASON WHATSOEVER.

10.3. CareInsite Limitation of Remedies. In the event of any
---------------------------------
failure of the CareInsite Services, CareInsite Software, or Interfaced Software
to conform to the specifications thereof, Medical Manager shall notify
CareInsite and provide a description of or demonstrate the non-conformity, and
CareInsite will undertake commercially reasonable actions to bring the
CareInsite Services, CareInsite Software, or Interfaced Software into conformity
with CareInsite's specifications for the CareInsite Services, CareInsite
Software, or Interfaced Software in question. The foregoing states the entire
liability of CareInsite and the sole remedy of Medical Manager for failure of
any CareInsite Services, CareInsite Software, or Interfaced Software to conform
to its specifications.

10.4. Medical Manager Disclaimer of Warranties. The Medical
----------------------------------------
Manager Software and Interfaced Software are provided on an "AS-IS" basis.
CAREINSITE ACKNOWLEDGES THAT MEDICAL MANAGER PROVIDES NO WARRANTY NOR ANY
INDEMNITY TO CAREINSITE HEREUNDER, AND EXPRESSLY DISCLAIMS (A) ALL INDEMNITIES
ARISING IN LAW OR OTHERWISE IN RESPECT OF THE MEDICAL MANAGER SOFTWARE OR
INTERFACED SOFTWARE, (B) ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ARISING IN LAW OR OTHERWISE WITH RESPECT TO THE MEDICAL
MANAGER SOFTWARE OR INTERFACED SOFTWARE, AND (C) ANY WARRANTY AS TO NON-
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE MEDICAL MANAGER SOFTWARE OR
INTERFACED SOFTWARE. MEDICAL MANAGER MAKES NO WARRANTIES AS TO THE ADEQUACY OF
THE MEDICAL MANAGER SOFTWARE OR INTERFACED SOFTWARE, NOR TO THE SUITABILITY OF
THE SAME FOR APPLICATIONS BY CAREINSITE OR MEDICAL MANAGER CUSTOMERS. No
written or oral information or advice given to CareInsite by Medical Manager or
its directors, officers, employees or agents shall create a warranty of any
type.

-11-
<PAGE>

10.5. Medical Manager Limitation of Liability. MEDICAL MANAGER
---------------------------------------
SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES WHETHER IMMEDIATE, NON-IMMEDIATE,
FORESEEABLE OR UNFORESEEABLE, OF WHATSOEVER KIND OR NATURE, EVEN IF MEDICAL
MANAGER HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF
INCLUDING, BUT NOT LIMITED TO, ANY LOSS, CLAIM OR DAMAGE TO PROPERTY OR PERSONS
(INCLUDING LOSS OF LIFE), ANY LOSS OF REVENUE OR PROFITS, OTHER COMMERCIAL OR
ECONOMIC LOSS OF ANY KIND, OR ANY OTHER COSTS, OR DAMAGES INCURRED BY CAREINSITE
OR ANY THIRD PARTY AS A RESULT OF, OR ARISING OUT OF, THIS AGREEMENT OR ANY USE
OR PERFORMANCE OF THE MEDICAL MANAGER SOFTWARE OR INTERFACED SOFTWARE , OR LACK,
OR LOSS OF USE OF THE MEDICAL MANAGER SOFTWARE, CAREINSITE SOFTWARE OR
INTERFACED SOFTWARE , OR ANY OTHER PROPERTY, OF WHATSOEVER NATURE OR KIND, FOR
ANY REASON WHATSOEVER.

10.6. Medical Manager Limitation of Remedies. In the event of any
--------------------------------------
failure of the Medical Manager Software or Interfaced Software to conform to the
specifications thereof, CareInsite shall notify Medical Manager and provide a
description of or demonstrate the non-conformity, and Medical Manager will
undertake commercially reasonable actions to bring the Medical Manager Software
or Interfaced Software into conformity with Medical Manager's specifications for
the Medical Manager Software, or Interfaced Software in question. The foregoing
states the entire liability of Medical Manager and the sole remedy of CareInsite
for failure of any Medical Manager Software or Interfaced Software to conform to
its specifications.

SECTION 11
MISCELLANEOUS
-------------

11.1. Force Majeure. Neither party shall be liable for failure to
-------------
perform any of its obligations under this Agreement during any period in which
such party cannot perform due to fire, flood or other natural disaster, war,
embargo, riot or the intervention of any government authority, provided that the
party so delayed immediately notifies the other party of such delay.

11.2. Notices.
-------

Any notice given under this Agreement shall be in writing and sent i)
by registered mail or certified mail, postage prepaid, return receipt requested,
ii) by any overnight delivery service which delivers to the noticed destination,
and provides proof of delivery to the sender, or iii) by facsimile if followed
by one of the foregoing means. All notices shall be effective when first
received at the following addresses:

-12-
<PAGE>

If to CareInsite:

CareInsite, Inc.
669 River Drive
Elmwood Park, New Jersey 07407
Attention: Charles A. Mele, Esq.
Facsimile: (201) 703-3401

with a copy to:

Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telecopier No.: (212) 848-7179
Attention: Creighton O'M. Condon, Esq.

If to Medical Manager:

Medical Manager Corporation
3001 N. Rocky Point Drive East, Suite 400
Tampa, Florida 33607
Telecopier No.: (313) 289-6420
Attention: Frederick B. Karl, Jr.

with copies to:

Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28/th/ Floor
Miami, Florida 33131-1704
Telecopier No.: (305) 374-5095
Attention: Stephen K. Roddenberry, Esq.

11.3. Subject Headings. The subject headings of the Sections of
----------------
this Agreement are included solely for purposes of convenience and reference
only, and shall not be deemed to explain, modify, limit, amplify or aid in the
meaning, construction or interpretation of any of the provisions of this
Agreement.

11.4. Amendments. Except as otherwise specified herein, no
----------
supplement, modification or amendment of any term, provision or condition of
this Agreement shall be binding or enforceable unless evidenced in a writing
executed by the parties hereto.

11.5. Successors and Assigns. This Agreement may not be
----------------------
assigned by either party, either directly or indirectly, without the prior
written consent of the other party, which

-13-
<PAGE>

consent shall not be unreasonably withheld. For purposes of this Section 11.5,
an assignment shall be deemed to include a change of control of the party
assigning the Agreement. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

11.6. Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

11.7. Applicable Law. This Agreement shall be governed by and
--------------
construed and enforced in accordance with and subject to the laws of the State
of Delaware.

11.8. No Third Party Beneficiaries. Nothing in this Agreement,
----------------------------
either express or implied, is intended to or shall confer upon any third party
any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.

11.9. Arbitration. Any dispute arising out of, or relating to,
-----------
this Agreement shall be finally settled by arbitration under the auspices and
rules of the American Arbitration Association ("AAA"); provided, however, that a
party may file a complaint to seek a preliminary injunction or other provisional
judicial relief if in its sole judgement such action is necessary to enforce its
rights under this Agreement. Despite such action, the parties shall continue to
participate in good faith in the arbitration procedures specified in this
Paragraph. Venue for such court or arbitration proceedings shall be located in
the judicial district or at the offices of the AAA located in New York County,
New York. Any arbitration or proceeding related to this Agreement shall be
governed by the laws of the State of Delaware. Judgment upon an award rendered
by the arbitrators may be entered in any court of competent jurisdiction.

11.10. Severability. If any provision of this Agreement is
------------
declared invalid by any tribunal, then such provision shall be deemed
automatically adjusted to the minimum extent necessary to conform to the
requirements for validity as declared at such time and, as so adjusted, shall be
deemed a provision of this Agreement as though originally included herein. In
the event that the provision invalidated is of such a nature that it cannot be
so adjusted, the provision shall be deemed deleted from this Agreement as though
such provision had never been included herein. In either case, the remaining
provisions of this Agreement shall remain in effect.

11.11. Further Assurances. Each party shall cooperate with the
------------------
other in carrying out the terms and purposes of this Agreement including,
without limitation, executing any instruments reasonably believed by the other
party to be necessary coordinated by the parties and no party may act
unilaterally in this regard without prior written approval of the other.

-14-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by persons duly authorized as of the date first
set forth above.

CareInsite:

By: \s\ Paul C. Suthern
--------------------
Name: Paul C. Suthern
Title: President and Chief Executive Officer

Medical Manager Corporation:

By: \s\ Michael A. Singer
---------------------
Name: Michael A Singer
Title: Chairman and Chief Executive Officer

-15-
<PAGE>

SCHEDULE A
----------

MEDICAL MANAGER FEE PAYMENTS *

Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.

-16-

<PAGE>

EXHIBIT 10.24

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 28, 1999,
---------
by and between SYNETIC, INC., a Delaware corporation (the "Company"), and JAMES
-------
LOVE ("Executive").
---------

WHEREAS, the Company desires to employ the Executive on a full-time
basis and the Executive desires to be so employed by the Company;

NOW, THEREFORE, in consideration of the mutual covenants in this
Agreement, the parties agree as follows:

1. Effectiveness of Agreement and Employment of Executive.
------------------------------------------------------

1.1. Effectiveness of Agreement. This Agreement shall become
--------------------------
effective as of February 28, 1999 (the "Effective Date").
--------------

1.2. Employment by the Company. The Company hereby employs Executive
-------------------------
as the Executive Vice President - Chief Financial Officer of the Company and
Executive hereby accepts such employment with the Company. Executive shall
report to the Chairman of the Board (the "Chairman") or Chief Executive Officer
(the "CEO") of the Company or their designee(s), and perform such duties and
services for the Company and its subsidiaries and affiliates (such subsidiaries
and affiliates collectively, "Affiliates"), and at such locations, as may be
designated from time to time, by any such person. Executive shall use his best
and most diligent efforts to promote the interests of the Company and the
Affiliates, and shall devote all of his business time and attention to his
employment under this Agreement.

1.3. Confidentiality. (a) Executive understands and acknowledges that
---------------
in the course of his employment, he will have access to and will learn
information that is proprietary to, or confidential to the Company and its
Affiliates that concerns the operation, methodology and plans of the Company and
its Affiliates, including, without limitation, business strategy and plans,
financial information, protocols, proposals, manuals, clinical procedures and
guidelines, technical data, computer source codes, programs, software, know-how
and specifications, copyrights, trade secrets, market information, Developments
(as hereinafter defined), information regarding acquisition and other strategic
partner candidates, and customer information (collectively, "Proprietary
-----------
Information"). Executive agrees that, at all times (including following
- -----------
termination of this Agreement), he will keep confidential and will not disclose
directly or indirectly any such Proprietary Information to any third party,
except as required to fulfill his duties hereunder, and will not misuse,
misappropriate or exploit such Proprietary Information in any way. The
restrictions contained herein shall not apply to any information which Executive
can demonstrate (a) was already available to the public at the time
<PAGE>

of disclosure, or subsequently becomes available to the public, otherwise than
by breach of this Agreement by Executive or (b) was the subject of a court order
for Executive to disclose. Upon any termination of this Agreement, Executive
shall immediately return to the Company all copies of any Proprietary
Information in his possession.

(b) Executive agrees that at no time during his employment by the
Company or thereafter, shall he make, or cause or assist any other person to
make, any statement or other communication to any third party which impugns or
attacks, or is otherwise critical of, the reputation, business or character of
the Company, its Affiliates or any of their respective officers or employees.

1.4. Restrictions on Solicitation. During the period beginning on
----------------------------
the Effective Date and ending on the second anniversary of the date of cessation
of the employment of the Executive for any reason whatsoever (the "Restricted
Period"), Executive shall not, directly or indirectly, without the prior written
approval of the Company, solicit or contact any customer, or any prospective
customer, of the Company or any of the Affiliates for any commercial pursuit
which is in competition with the Company or any of the Affiliates, or that is
contemplated from time to time by the Business Plan (as defined below) or take
away or interfere or attempt to interfere with any custom, trade, business or
patronage of the Company or any of the Affiliates. During the Restricted
Period, Executive shall not, directly or indirectly, without the prior written
approval of the Company, solicit or induce, or attempt to solicit or induce, any
employees, agents or consultants of or to the Company or any of the Affiliates
to leave the employ of the Company or such Affiliate or do anything from which
Executive is restricted by reason of this Agreement nor shall Executive,
directly or indirectly, offer or aid others to offer employment to or interfere
or attempt to interfere with any employees, agents or consultants of the Company
or any of the Affiliates. For purposes of this Agreement, "Business Plan" shall
mean, at any point in time, the then current business plan of the Company and
any business plans of the Company in effect during the prior 18 months.

1.5. Restrictions on Competitive Employment. During the Restricted
--------------------------------------
Period, Executive shall not (as principal, agent, employee, consultant or
otherwise), anywhere in the United States, directly or indirectly, without the
prior written approval of the Company, (i) engage in direct or indirect
competition with the Company or any Affiliates, (ii) conduct a business of the
type and character engaged in by the Company or any Affiliates (or contemplated
by the Business Plan), or (iii) develop products or services competitive with
those of the Company or any Affiliates (collectively, "Competitive Business").
--------------------
In addition, during the period beginning on the Effective Date and ending on the
first anniversary of the date of cessation of the employment of the Executive
for any reason whatsoever (the "IB Restricted Period"), Executive shall not,
directly or indirectly (as principal, agent or representative of an investment
banking, financial advisory or consulting firm or otherwise),

2
<PAGE>

provide investment banking, financial advisory, consulting or related services
to any company or persons engaged in a Competitive Business. Notwithstanding the
foregoing, Executive may have an interest consisting of publicly traded
securities constituting less than 1 percent of any class of publicly traded
securities in any public company engaged in a Competitive Business so long as he
is not employed by and does not consult with, or become a director of or
otherwise engage in any activities for, such company.

1.6. Extension of Restricted Periods. The Restricted Period and the
-------------------------------
IB Restricted Period shall be extended by the length of any period during which
Executive is in breach of the terms of this Section 1.

1.7. Assignment of Developments. All Developments that are at any
--------------------------
time made, conceived or suggested by Executive, whether acting alone or in
conjunction with others, arising out of or as a result of Executive's
employment with the Company shall be the sole and absolute property of the
Company and the Affiliates, free of any reserved or other rights of any kind on
Executive's part. During Executive's employment and, if such Developments were
made, conceived or suggested by Executive during or as a result of Executive's
employment under this Agreement or any other employment with the Company or the
Affiliates, thereafter, Executive shall promptly make full disclosure of any
such Developments to the Company and, at the Company's cost and expense, do all
acts and things (including, among others, the execution and delivery under oath
of patent and copyright applications and instruments of assignment) deemed by
the Company to be necessary or desirable at any time in order to effect the full
assignment to the Company and the Affiliates of Executive's right and title, if
any, to such Developments. For purposes of this Agreement, the term
"Developments" shall mean all data, discoveries, findings, reports, designs,
- -------------
inventions, improvements, methods, practices, techniques, developments,
programs, concepts, and ideas, whether or not patentable, relating to the
present or planned activities, or future activities, or the products and
services of the Company or any of the Affiliates.

1.8. Remedies. Executive acknowledges and agrees that damages for a
--------
breach or threatened breach of any of the covenants set forth in Sections 1.1
through 1.7 will be difficult to determine and will not afford a full and
adequate remedy, and therefore agrees that the Company, in addition to seeking
actual damages in connection therewith, may seek specific enforcement of any
such covenant in any court of competent jurisdiction, including, without
limitation, by the issuance of a temporary or permanent injunction.

3
<PAGE>

2. Compensation and Benefits.
-------------------------

2.1. Salary. The Company shall pay Executive for services during the
term of this Agreement a base salary at the annual rate of $175,000.00 ("Base
Salary"). Any and all increases to Executive's Base Salary shall be determined
by the Board in its sole discretion. Such Base Salary shall be payable in equal
installments, no less frequently than monthly, pursuant to the Company's
customary payroll policies in force at the time of payment, less any required or
authorized payroll deductions. Executive may receive bonus compensation in
addition to his Base Salary. Whether Executive shall receive such bonus
compensation and the amounts, if any, that may from time to time be granted to
Executive shall be in the absolute discretion of the Board, whose determination
shall be conclusive.

2.2. Benefits. During the term of this Agreement, Executive shall be
--------
entitled to participate, on the same basis and at the same level as other
similarly situated executives of the Company, in any group insurance,
hospitalization, medical, health and accident, disability, fringe benefit and
tax-qualified retirement plans or programs or vacation leave of the Company now
existing or hereafter established to the extent that he is eligible under the
general provisions thereof.

2.3. Expenses. Pursuant to the Company's customary policies in force
--------
at the time of payment, Executive shall be promptly reimbursed, against
presentation of vouchers or receipts therefor, for all authorized expenses
properly and reasonably incurred by him on behalf of the Company or its
Affiliates in the performance of his duties hereunder.

3. Employment Period.
-----------------

Executive's employment under this Agreement shall commence as of the
Effective Date, and shall terminate on the fifth anniversary thereof (the
"Initial Employment Period"), unless terminated earlier pursuant to Section 4.
- --------------------------
Unless written notice of either party's desire to terminate this Agreement has
been given to the other party prior to the expiration of the Initial Employment
Period (or any one-month renewal thereof contemplated by this sentence), the
term of this Agreement shall be automatically renewed for successive one-month
periods.

4
<PAGE>

4. Termination.
-----------

4.1. Termination by the Company for Cause. (a) This Agreement and
------------------------------------
Executive's employment with the Company may be terminated at any time by the
Company for Cause. Upon such a termination, the Company shall have no
obligation to Executive other than the payment of Executive's earned and unpaid
compensation to the effective date of such termination.

(b) For purposes of this section of the Agreement, the term "Cause"
-----
shall mean any of the following:

1. A willful failure of Executive to perform his duties in any
material respect which failure is not cured by Executive within 20 days
following written notice from the Company detailing such failure;

2. Any willful misconduct by Executive relating, directly or
indirectly, to the Company or any of its Affiliates, which breach, if
susceptible to cure, is not cured by Executive within 20 days following
written notice from the Company detailing such breach;

3. Any breach by Executive of any material provision contained
in this Agreement, which breach, if susceptible to cure, is not cured by
Executive within 20 days following written notice from the Company
detailing such breach; or

4. Executive's conviction of a felony or crime involving moral
turpitude.

4.2. Permanent Disability. If during the term of this Agreement,
--------------------
Executive shall become ill, mentally or physically disabled, or otherwise
incapacitated so as to be unable regularly to perform the duties of his position
for a period in excess of 90 consecutive days or more than 120 days in any
consecutive 12 month period, then the Company shall have the right to terminate
this Agreement and Executive's employment with the Company upon written notice
to Executive. Upon such a termination, the Company shall have no obligation to
Executive other than (i) the payment of Executive's earned and unpaid
compensation to the effective date of such termination, (ii) the payment of a
monthly severance payment equal to one-twelfth (1/12th) of his then applicable
Base Salary, less all required payroll deductions, for a period ending six (6)
months from the date of such termination, and (iii) as provided in the Stock
Option Agreement (as defined below).

5
<PAGE>

4.3. Death. This Agreement shall be deemed terminated by the Company
-----
upon the death of Executive and the Company shall have no obligation to
Executive or Executive's estate other than (i) the payment of Executive's earned
and unpaid compensation to the effective date of such termination, (ii) the
payment of a monthly severance payment equal to one-twelfth (1/12th) of his then
applicable Base Salary, less all required payroll deductions, for a period
ending six (6) months from the date of such termination, and (iii) as provided
in the Stock Option Agreement.

4.5. Liquidated Damages. Executive acknowledges that any payments
------------------
and benefits under Sections 4 and 5 resulting from a termination of this
Agreement and Executive's employment with the Company are in lieu of any and all
claims that the Executive may have against the Company (other than benefits
under the Company's employee benefit plans that by their terms survive
termination of employment and benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended and rights to indemnification under
certain indemnification arrangements for officers of the Company), and represent
liquidated damages (and not a penalty). The Company may direct that the
Executive confirm such acknowledgment in writing prior to the receipt of such
benefits.

5. Stock Options.
-------------

Executive will be granted (i) an option to purchase up to 250,000
shares of the Company's common stock, par value $.01 per share ("Common Stock"),
and (ii) an option to purchase up to 275,000 shares of Common Stock.
Notwithstanding the foregoing, all of the terms and conditions of such option
grants shall be governed exclusively by the express provisions of the stock
option agreements to be executed by the Executive evidencing such grants
(collectively, the "Stock Option Agreement").

6
<PAGE>

6. Notices.
-------

Any notice or communication given by either party hereto to the other
shall be in writing and personally delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the following
addresses:

(a) if to the Company:

Synetic, Inc.
River Drive Center 2
669 River Drive
Elmwood Park, New Jersey 07407-1361
Facsimile No.: (201) 703-3401
Attention: General Counsel

(b) if to the Executive at the address set forth below.

Any notice shall be deemed given when actually delivered to such address (by
mail, courier service, facsimile or otherwise), or two days after such notice
has been mailed or sent by overnight express courier, whichever comes earliest.
Any person entitled to receive notice may designate in writing, by notice to the
other, such other address to which notices to such person shall thereafter be
sent.

7. Miscellaneous.
-------------

7.1 Representations and Covenants. In order to induce the
-----------------------------
Company to enter into this Agreement, the Executive makes the following
representations and covenants to the Company and acknowledges that the Company
is relying upon such representations and covenants:

(a) No agreements or obligations exist to which the Executive is a
party or otherwise bound, in writing or otherwise, that in any way interfere
with, impede or preclude him from fulfilling all of the terms and conditions of
this Agreement.

(b) The Executive, during the Employment Period, shall use his best
efforts to disclose to the Chairman of the Board in writing or by other
effective method any bona fide information known by him that he reasonably
believes would have any material negative impact on the Company or an Affiliate.

7
<PAGE>

7.2. Entire Agreement. This Agreement and the agreements and/or
----------------
plans relating to the stock option grants described in Section 5 contain the
entire understanding of the parties in respect of their subject matter and
supersede upon their effectiveness all other prior agreements and understandings
between the parties with respect to such subject matter.

7.3. Amendment; Waiver. This Agreement may not be amended,
-----------------
supplemented, canceled or discharged, except by written instrument executed by
the party against whom enforcement is sought. No failure to exercise, and no
delay in exercising, any right, power or privilege hereunder shall operate as a
waiver thereof. No waiver of any breach of any provision of this Agreement
shall be deemed to be a waiver of any preceding or succeeding breach of the same
or any other provision.

7.4. Binding Effect; Assignment. The rights and obligations of this
--------------------------
Agreement shall bind and inure to the benefit of any successor of the Company by
reorganization, merger or consolidation, or any assignee of all or substantially
all of the Company's business and properties. The Company may assign its rights
and obligations under this Agreement to any of its Affiliates without the
consent of the Executive. Executive's rights or obligations under this
Agreement may not be assigned by Executive, except that the rights specified in
Section 4.3 shall pass upon the Executive's death to Executive's executor or
administrator.

7.5. Headings. The headings contained in this Agreement are for
--------
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

7.6. Governing Law; Interpretation. This Agreement shall be
----------------------------
construed in accordance with and governed for all purposes by the laws and
public policy (other than conflict of laws principles) of the State of New
Jersey applicable to contracts executed and to be wholly performed within such
State.

7.7. Further Assurances. Each of the parties agrees to execute,
------------------
acknowledge, deliver and perform, and cause to be executed, acknowledged,
delivered and performed, at any time and from time to time, as the case may be,
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably necessary to carry out the
provisions or intent of this Agreement.

8
<PAGE>

Agreement shall, to the extent permitted by law, remain in full force and effect
and shall in no way be affected, impaired or invalidated. Moreover, if any of
the provisions contained in this Agreement are determined by a court of
competent jurisdiction to be excessively broad as to duration, activity,
geographic application or subject, it shall be construed, by limiting or
reducing it to the extent legally permitted, so as to be enforceable to the
extent compatible with then applicable law.

9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

SYNETIC, INC.

By:_________________________
Name: Paul C. Suthern
Title: President and Chief
Executive Officer

EXECUTIVE

_____________________________
James Love

_____________________________
Street

_____________________________
City, State, Zip Code

_____________________________
Facsimile No.

<PAGE>

EXHIBIT 10.25

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement") dated as of May 26, 1998, by
---------
and between SYNETIC, INC., a Delaware corporation (the "Company"), and RICHARD
-------
COHAN ("Executive").
---------

WHEREAS, the Company desires to employ the Executive on a full-time
basis and the Executive desires to be so employed by the Company;

NOW, THEREFORE, in consideration of the mutual covenants in this
Agreement, the parties agree as follows:

1. Effectiveness of Agreement and Employment of Executive.
------------------------------------------------------

1.1. Effectiveness of Agreement. This Agreement shall become
--------------------------
effective as of May 26, 1998 (the "Effective Date").
--------------

1.2. Employment by the Company. The Company hereby employs Executive
-------------------------
as a senior officer of the healthcare communications business of the Company and
Executive hereby accepts such employment with the Company. Executive shall
report to the Chairman of the Board (the "Chairman") or Chief Executive Officer
(the "CEO") of the Company or their designee(s), any such designee being some
one who reports directly to the Chairman or the CEO, and perform such duties and
services for the Company and its subsidiaries and affiliates (such subsidiaries
and affiliates collectively, "Affiliates"), and at such locations, as may be
designated from time to time, by any such person. Executive shall use his best
and most diligent efforts to promote the interests of the Company and the
Affiliates, and shall devote all of his business time and attention to his
employment under this Agreement. Executive agrees to relocate to the proximity
of the Company's New Jersey headquarters and the Company agrees to reimburse all
reasonable expenses incurred in connection with such relocation. Executive also
agrees to relocate from the New Jersey area to any other location as may be
designated by the Board of Directors of the Company (the "Board") or the CEO, it
being understood that any such change in location shall be requested by the
Chairman or the CEO, in good faith and for a valid business purpose. The
Company agrees to reimburse all reasonable expenses incurred in connection with
any such relocation.

<PAGE>

specifications, copyrights, trade secrets, market information, Developments
(as hereinafter defined), information regarding acquisition and other strategic
partner candidates, and customer information (collectively, "Proprietary
-----------
Information"). Executive agrees that, at all times (including following
- -----------
termination of this Agreement), he will keep confidential and will not disclose
directly or indirectly any such Proprietary Information to any third party,
except as required to fulfill his duties hereunder, and will not misuse,
misappropriate or exploit such Proprietary Information in any way. The
restrictions contained herein shall not apply to any information which Executive
can demonstrate (a) was already available to the public at the time of
disclosure, or subsequently becomes available to the public, otherwise than by
breach of this Agreement by Executive or (b) was the subject of a court order
for Executive to disclose. Upon any termination of this Agreement, Executive
shall immediately return to the Company all copies of any Proprietary
Information in his possession.

(b) Executive agrees that at no time during his employment by the
Company or thereafter, shall he make, or cause or assist any other person to
make, any statement or other communication to any third party which falsely
impugns or attacks, or is otherwise critical of, the reputation, business or
character of the Company, its Affiliates or any of their respective officers or
employees.

1.4. Restrictions on Solicitation. During the period beginning on
----------------------------
the Effective Date and ending on the first anniversary of the date of cessation
of the employment of the Executive for any reason whatsoever (the "Customer Non-
Solicitation Restricted Period"), Executive shall not, directly or indirectly,
without the prior written approval of the Company, solicit or contact any
customer, or any prospective customer, of the Company or any of the Affiliates
for any commercial pursuit which is in competition with the Company or any of
the Affiliates, or that is contemplated from time to time by the Business Plan
(as defined below) or take away or interfere or attempt to interfere with any
custom, trade, business or patronage of the Company or any of the Affiliates.
During the period beginning on the Effective Date and ending on the second
anniversary of the cessation of the employment of the Executive for any reason
whatsoever ("the Employee Non-Solicitation Restricted Period," and, together
with the Customer Non-Solicitation Restricted Period the "Non-Solicit Restricted
Periods") Executive shall not, directly or indirectly, without the prior written
approval of the Company, solicit or induce, or attempt to solicit or induce, any
employees, agents or consultants of or to the Company or any of the Affiliates
to leave the employ of the Company or such Affiliate or do anything from which
Executive is restricted by reason of this Agreement nor shall Executive,
directly or indirectly, offer or aid others to offer employment to or interfere
or attempt to interfere with any employees, agents or consultants of the Company
or any of the Affiliates. For purposes of this Agreement, "Business Plan" shall
mean, at any point in time, the then current business plan of the Company and
any business plans of the Company in effect during the prior 18 months.

2
<PAGE>

1.5. Restrictions on Competitive Employment. During the period
--------------------------------------
beginning on the Effective Date and ending on the first anniversary of the date
of cessation of the employment of the Executive for any reason whatsoever (the
"Non-Competition Restricted Period"), Executive shall not (as principal, agent,
employee, consultant or otherwise), anywhere in the United States, directly or
indirectly, without the prior written approval of the Company, (i) engage in
direct or indirect competition with the Company, (ii) conduct a business of the
type and character engaged in by the Company (or contemplated by the Business
Plan), or (iii) develop products or services competitive with those of the
Company (collectively, "Competitive Business"). Notwithstanding the foregoing,
--------------------
Executive may have an interest consisting of publicly traded securities
constituting less than 1 percent of any class of publicly traded securities in
any public company engaged in a Competitive Business so long as he is not
employed by and does not consult with, or become a director of or otherwise
engage in any activities for, such company.

1.6. Extension of Restricted Periods. Each of the Non-Solicitation
-------------------------------
Restricted Periods and the Non-Competition Restricted Period shall be extended
by the length of any period during which Executive is in breach of the terms of
this Section 1.

3
<PAGE>

that the Company, in addition to seeking actual damages in connection therewith,
may seek specific enforcement of any such covenant in any court of competent
jurisdiction, including, without limitation, by the issuance of a temporary or
permanent injunction.

2. Compensation and Benefits.
-------------------------

3. Employment Period.
-----------------

Executive's employment under this Agreement shall commence as of the
Effective Date, and shall terminate on the fifth anniversary thereof (the
"Initial Employment Period"), unless terminated earlier pursuant to Section 4.
- --------------------------
Unless written notice of either party's desire to terminate this Agreement has
been given to the other party prior to the expiration of the Initial Employment
Period (or any annual renewal thereof contemplated by this sentence), the term
-----
of this Agreement shall be automatically renewed for successive one-year
--------
periods.

4
<PAGE>

4. Termination.
-----------

(b) For purposes of this section of the Agreement, the term "Cause"
-----
shall mean any of the following:

4. Executive's conviction of a felony or crime involving moral
turpitude.

4.2. Permanent Disability. If during the term of this Agreement,
--------------------
Executive shall become ill, mentally or physically disabled, or otherwise
incapacitated so as to be unable regularly to perform the duties of his position
for a period in excess of 90 consecutive days or more than 120 days in any
consecutive 12 month period, then the Company shall have the right to terminate
this Agreement and Executive's employment with the Company upon written notice
to Executive. Upon such a termination, the Company shall have no obligation to
Executive other than (i) the payment of Executive's earned and unpaid
compensation to the effective date of such termination and (ii) as provided in
the Stock Option Agreement (as defined below).

4.3. Death. This Agreement shall be deemed terminated by the Company
-----
upon the death of Executive and the Company shall have no obligation to
Executive or

5
<PAGE>

Executive's estate other than (i) the payment of Executive's earned and unpaid
compensation to the effective date of such termination and (ii) as provided in
the Stock Option Agreement.

4.4. Termination by the Company Without Cause. This Agreement and
----------------------------------------
Executive's employment with the Company may be terminated at any time by the
Company without Cause. If the Company terminates this Agreement and Executive's
employment without Cause (not including by notice of the Company pursuant to
Section 3 of its desire to not renew this Agreement), the Company shall have no
obligation to Executive other than (i) the payment of Executive's earned and
unpaid compensation to the effective date of such termination and (ii) if
Executive has relocated, at the request of the Company, from his current
residence located at the address set forth on the signature page hereof,(x) the
payment of a monthly severance payment equal to one twelfth (1/12th) of his then
applicable Base Salary, less all required payroll deductions for a period ending
one (1) year from the date of such termination, or until the occurrence of any
circumstances or event that would constitute Cause under Section 4.1 of this
Agreement, if sooner, and (y) if any portion of the Company Stock Option (as
defined in Section 5) remains unvested as of the date of such termination, the
Company Stock Option shall be deemed to have continued in accordance with its
terms, as specified in the Stock Option Agreement (as defined in Section
5)therefore, until 30 days following the date of the next annual vesting
thereunder.

4.5. Termination by the Executive For Cause. This Agreement and
--------------------------------------
Executive's employment with the Company may be terminated by the Executive for
Executive Cause on 30 days written notice to the Company, which notice shall
detail the specific basis for such termination. The Company shall be given the
opportunity to cure the basis for such termination within such 30 day period.
For the purpose of this Section 4.5, the term "Executive Cause" means any of the
following: (1) a material breach by the Company of its obligations to the
Executive under this Agreement, which, if susceptible to cure, remains uncured,
(2) a material demotion of his position with the Company, and (3) if Executive
is required to relocate from the New Jersey area for other than a valid business
purpose of the Company. If the Executive terminates this Agreement and his
employment with the Company for Executive Cause after the expiration of the
Company's right to cure the basis for such termination without having cured it,
the Company shall have no other obligation to Executive except those obligations
the Company would have pursuant to Section 4.4 hereof if the Company had
terminated this Agreement and the Executive's employment without Cause.

4.6. Liquidated Damages. Executive acknowledges that any payments
------------------
and benefits under Sections 4 and 5 resulting from a termination of this
Agreement and Executive's employment with the Company are in lieu of any and all
claims that the Executive may have against the Company (other than benefits
under the Company's employee benefit plans that by their terms survive
termination of employment and benefits under the Consolidated Omnibus

6
<PAGE>

Budget Reconciliation Act of 1985, as amended and rights to indemnification
under certain indemnification arrangements for officers of the Company), and
represent liquidated damages (and not a penalty). The Company may request that
the Executive confirm such acknowledgment in writing prior to the receipt of
such benefits.

5. Stock Option.
------------

Executive has been granted an option to purchase up to 190,000 shares
of the Company's common stock, par value $.01 per share (the Shares) pursuant
to the terms of a stock option agreement ("the Stock Option Agreement"), a copy
of which has been attached hereto as Exhibit A (the "Company Stock Option").
The Company Stock Option shall vest and become exercisable with respect to 20%
of the Shares on and after the first anniversary of the Effective Date and shall
vest and become exercisable as to an additional 20% of the Shares on and after
each of the second through fifth anniversaries of the Effective Date.
Notwithstanding the foregoing, all of the terms and conditions of the Company
Stock Option shall be governed exclusively by the express provisions of the
Stock Option Agreement to be executed by the Executive evidencing the grant of
such Company Stock Option.

6. Notices.
-------

(a) if to the Company:

Synetic, Inc.
River Drive Center 2
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telecopier No.: (201) 703-3401
Attention: General Counsel

(b) if to the Executive at the address set forth below.

Any notice shall be deemed given when actually delivered to such address, or two
days after such notice has been mailed or sent by Federal Express, whichever
comes earliest. Any person entitled to receive notice may designate in writing,
by notice to the other, such other address to which notices to such person shall
thereafter be sent.

7
<PAGE>

7. Miscellaneous.
-------------

(b) The Executive, during the Employment Period, shall use his
best efforts to disclose to the Chairman of the Board in writing or by other
effective method any bona fide information known by him that he reasonably
believes would have any material negative impact on the Company or an Affiliate.

7.2. Entire Agreement. This Agreement and the agreements relating to
----------------
the Company Stock Options contain the entire understanding of the parties in
respect of their subject matter and supersede upon their effectiveness all other
prior agreements and understandings between the parties with respect to such
subject matter.

7.5. Headings. The headings contained in this Agreement are for
--------
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

8
<PAGE>

7.8. Severability. The parties have carefully reviewed the
------------
provisions of this Agreement and agree that they are fair and equitable.
However, in light of the possibility of differing interpretations of law and
changes in circumstances, the parties agree that if any one or more of the
provisions of this Agreement shall be determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions of this Agreement shall, to the extent permitted by law, remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Moreover, if any of the provisions contained in this Agreement are determined by
a court of competent jurisdiction to be excessively broad as to duration,
activity, geographic application or subject, it shall be construed, by limiting
or reducing it to the extent legally permitted, so as to be enforceable to the
extent compatible with then applicable law.

9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

SYNETIC, INC.

By:_________________________
Name:
Title:

EXECUTIVE

_____________________________
Richard Cohan

_____________________________
Street

_____________________________
City, State, Zip Code

_____________________________
Telecopier No.

<PAGE>

Exhibit 10.26

________________________________________________________________________

STOCK PURCHASE AGREEMENT

dated as of May 24, 1999

among

CAREINSITE, INC.
("Purchaser")

and

SPS PAYMENT SYSTEMS, INC.
("Seller")

________________________________________________________________________
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<C> <S> <C>
ARTICLE I.
DEFINITIONS.......................................................1

ARTICLE II.
PURCHASE AND SALE OF PURCHASED ASSETS; LIABILITIES;
PURCHASE PRICE...................................................10

2.1. Purchase and Sale................................................10
2.2. Liabilities......................................................10
2.3. Purchase Price...................................................10
2.4. Guarantee of Accounts Receivable.................................10
2.5. Section 338(h)(10) Election......................................11

ARTICLE III. REPRESENTATION AND WARRANTIES OF SELLER..............................11

3.1. Organization; Good Standing, Qualification; Subsidiaries.........11
3.2. Authority; No Conflict...........................................11
3.3. Capitalization; Corporate Records................................12
3.4. Financial Statements.............................................13
3.5. Title to Properties; Encumbrances................................13
3.6. Accounts Receivable..............................................14
3.7. No Undisclosed Liabilities.......................................14
3.8. Taxes............................................................14
3.9. No Material Adverse Effect.......................................15
3.10. Title to Intellectual Property...................................15
3.11. Accounts Payable; Bank Accounts..................................16
3.12. Customers........................................................16
3.13. Employee Benefit Plans...........................................16
3.14. Insurance........................................................18
3.15. Compliance with Legal Requirements; Governmental Authorizations..19
3.16. Legal Proceedings; Orders........................................20
3.17. Absence of Certain Changes and Events............................21
3.18. Contracts; No Default............................................22
3.19. Environmental Matters............................................23
3.20. Employees........................................................23
3.21. Labor Relations; Compliance......................................24
3.22. Certain Payments.................................................24
3.23. Disclosure.......................................................24
3.24. Relationships with Related Persons...............................25
3.25. Brokers or Finders...............................................25
3.26. Year 2000 Compliance.............................................25
3.27. Adequacy of Documentation........................................25
</TABLE>

-i-
<PAGE>

<TABLE>
<C> <S> <C>
3.28. Third-Party Software.............................................26
3.29. Third-Party Interests in Software................................26
3.30. General System Warranties........................................26
3.31. Non-Interfering Disabling Procedures.............................26
3.32. System Reliability...............................................27
3.33. Hardware.........................................................27
3.34. Software.........................................................27

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASER......................27

4.1. Organization and Good Standing...................................27
4.2. Authority; No Conflict...........................................28
4.3. Legal Proceedings................................................28
4.4. Brokers or Finders...............................................28

ARTICLE V COVENANTS OF SELLING PARTIES............................................28

5.1. Access to Information and Records................................28
5.2. Conduct of Business Pending Closing..............................29
5.3. Consents.........................................................31
5.4. Schedules........................................................31
5.5. Confidentiality..................................................31
5.6 Additional Disclosure............................................31
5.7. Intentionally deleted............................................31
5.8. Seller's Obligations After the Closing...........................31
5.9. Med-Link Litigation..............................................33
5.10. Use of Intellectual Property.....................................33
5.11. Purchaser's Obligations After the Closing........................33

ARTICLE VI. TERMINATION...........................................................34

6.1. Termination Events...............................................34
6.2. Effect of Termination............................................34

ARTICLE VII. INDEMNIFICATION; REMEDIES............................................35

7.1. Indemnification by Seller........................................35
7.2. Indemnification by Purchaser.....................................36
7.3. Undisputed Claims................................................36
7.4 Disputed Claims..................................................37
7.5. Notice and Defense of Third-Party Claims.........................37
7.6. Survival of Representations, Warranties and Covenants............37
7.7. Exclusivity of Remedies..........................................38
7.8 Insured Claims...................................................38
</TABLE>

-ii-
<PAGE>

<TABLE>
<C> <S> <C>
ARTICLE VIII. THE CLOSING.........................................................38

8.1. Closing Date.....................................................38
8.2. Obligations of Purchaser to Purchase the Stock...................38
8.3. Obligations of Seller to Sell the Stock..........................39
8.4. Seller Deliveries................................................40
8.5. Purchaser Deliveries.............................................41

ARTICLE IX. EXPENSES..............................................................42

9.1. Other............................................................42
9.2. Costs of Litigation..............................................42

ARTICLE X. MISCELLANEOUS..........................................................42

10.1. Notice...........................................................42
10.2. Dispute Resolution...............................................43
10.3. Remedies at Law or in Equity.....................................44
10.4. Disclosure Schedules.............................................44
10.5. Disclosures and Announcements....................................45
10.6. Assignment; Parties in Interest..................................45
10.7. Further Assurance................................................45
10.8. Law Governing Agreement..........................................45
10.9. Amendment and Modification.......................................45
10.10. Entire Agreement.................................................45
10.11. Counterparts.....................................................46
10.12. Headings.........................................................46
10.13. No Third-Party Beneficiaries.....................................46

</TABLE>

-iii-
<PAGE>

STOCK PURCHASE AGREEMENT
------------------------

STOCK PURCHASE AGREEMENT, dated as of May 24, 1999, by and between
CAREINSITE, INC., a Delaware corporation ("Purchaser"), and SPS PAYMENT
SYSTEMS, INC., a Delaware corporation ("Seller").

Recitals:

A. Seller owns all of the issued and outstanding shares of capital
stock (the "Stock") of Med-Link Technologies, Inc., a Delaware corporation
(the "Company"), which is engaged in the business of operating an
electronic medical claims and data interchange network between health care
providers and health care payors.

B. Purchaser desires to acquire the Company and Seller desires to
cause the sale of the Company to Purchaser.

C. Contemporaneously herewith, each of Sajid Khan and Michael Bowie
is entering into an Employment Agreement with the Company.

D. Contemporaneously herewith, Seller, Purchaser and the Company have
entered into an Interim Services Agreement (the "Interim Services
----------------
Agreement") to be effective on the Closing Date whereby Seller will provide
certain services to the Company in order to facilitate the smooth
transition of the transition of the ownership of the Company from Seller to
Purchaser.

NOW, THEREFORE, the parties intending to be legally bound, agree as
follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Article I:

"Accounts Receivable" shall have the meaning assigned to that term in
Section 3.6 of this Agreement.

"Affiliate" shall mean with respect to any Person, (i) each Person
that controls, is controlled by or is under common control with any such
Person or any Affiliate of such Person, (ii) each of such Person's
officers, directors, joint venturers, members and partners and (iii) such
Person's spouse, children, siblings and parents. For purposes of this
definition, "control" of a Person shall mean the possession, directly or
indirectly, of
<PAGE>

the power to direct or cause the direction of its management of policies,
whether through the ownership of voting interests, by contract or
otherwise.

"Agreement" shall mean this Stock Purchase Agreement, as amended or
supplemented from time to time.

"Balance Sheet" shall have the meaning assigned to that term in
Section 3.4(a) of this Agreement.

"Business" shall mean all business engaged in by the Company,
including the business described in Recital A to this Agreement.

"Claim" shall mean a claim pursuant to Article VII for which a party
is entitled, or may become entitled, to indemnification under this
Agreement.

"Closing" shall mean the closing of the sale and purchase of the
Shares and the other transactions contemplated by this Agreement.

"Closing Date" shall have the meaning assigned to that term in Section
8.1 of this Agreement.

"Code" shall include both (i) the machine-readable computer
programming code of the Software (or "object code") and (ii) Source Code.

"Company" shall have the meaning assigned to that term in Recital A to
this Agreement.

"Company Real Property" shall mean the premises leased by the Company
at One Executive Drive, Somerset, New Jersey 08873 and all other real
property which has been owned, leased, occupied or under the control of the
Company.

"Competing Business" shall mean any business or activity in the United
States (i) engaged in competition with the Company; (ii) of a similar type
and character as the Business; or (iii) relating to the development or
production of products or services competitive with those of the Business.

"Confidential Information" shall include, without limitation by reason
of specification, any information, including, without limitation, trade
secrets or proprietary information, processes, patent applications, Source
Code product development and product development techniques, price lists,
pricing data, subscriber, advertiser, vendor and customer lists, pricing
policies and marketing plans, operational methods, methods of doing
business, technical processes, formulae, designs and design projects,
inventions, research projects, policies and strategic plans, product
information, manufacturing and advertising know-how, possible acquisition
information, including business and personnel acquisition plans, and other
business affairs of the Company or

2
<PAGE>

any Affiliate of the Company, which is or are designed to be used in the
Business, or which, in the case of any of these entities, results from any
of the research or development activities relating to the Business, and (i)
is private or confidential in that it is not generally known or available
to the public, or (ii) gives the Company an opportunity or the possibility
of obtaining an advantage over competitors who may not know or use such
information or who are not lawfully permitted to use the same.

"Contracts" shall mean executory contracts related to the Business of
the Company or an Affiliate of the Company, including without limitation,
any supplier agreement, consulting agreement, customer agreement, software
or hardware contract, systems agreement, service agreement, distribution
agreement, outsourcing agreement, license agreement, security agreement,
indemnity agreement, subordination agreement, mortgage, equipment lease or
other lease or sublease (whether or not capitalized), conditional sale or
title retention agreement, any purchase order and any contract with any
health care provider, payor or supplier.

"CPR" shall have the meaning assigned to that term in Section 10.2(b)
of this Agreement.

"Derivative Work" shall mean a work that is based upon one or more
preexisting works, such as a revision, modification, translation,
abridgement, condensation, expansion, or any other form in which such
preexisting works may be recast, transformed, or adapted, and which, if
prepared without authorization of the owner of the copyright in such
preexisting work, would constitute a copyright infringement. For purposes
of this Agreement, a Derivative Work shall also include any compilation
that incorporates such a preexisting work.

"Development Documentation" shall mean Documentation used in
conjunction with Source Code in the development or maintenance process,
including design or development specifications, flow charts, error reports
and related correspondence and memoranda.

"Development Environment" shall mean any programming, Documentation,
media, and other objects, including assemblers, compilers, workbenches,
tools, logic manuals, flow charts, and principles of operation and higher-
level or proprietary languages, used or anticipated to be used by a party
for the development, maintenance, and implementation of the System, or to
the extent such objects may be practically required by such party or its
assigns for any subsequent maintenance or enhancement of the System;
development of other programming in the course of the Business; or the
comprehension by a skilled technician of the operation of such System in
the context of the Business.

"Disabling Procedures" shall have the meaning assigned to that term in
Section 3.31 of this Agreement.

3
<PAGE>

"Documentation" shall mean written materials (and machine-readable
text subject to human-readable display or printout) in the possession or
control of Seller that relate to the System or elements of the System. For
purposes of clarification, Documentation shall include Development
Documentation and all materials regarding keys to encryption or
cryptographic elements of Code in the possession or control of the Company
or Seller.

"Employee Benefit Plan(s)" shall have the meaning assigned to that
term in Section 3.13(a) of this Agreement.

"Employees or Beneficiaries" shall have the meaning assigned to that
term in Section 3.13(a) of this Agreement.

"Encumbrance" shall mean any charge, claim, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income, or exercise of any
other attribute of ownership.

"Environment" shall mean soil, land surface or subsurface strata,
surface waters, groundwaters, drinking water supply, ambient air (including
indoor air), plant and animal life and any other environmental medium or
natural resource.

"Environmental Law" shall mean any Legal Requirement that requires or
relates to the protection of natural resources, the Environment, the health
and safety of the public, the regulation of Hazardous Substances, or
pollution of any type whatsoever, including, but not limited to the
Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C. (S) 9601 et. seq. ("CERCLA"), the Resource Conservation and Recovery
-------
Act ("RCRA"), as amended, 42 U.S.C. (S)(S) 6910 et seq., the Hazardous
------
Materials Transportation Act, as amended, 49 U.S.C. (S)(S) 1801 et seq.,
------
the Federal Mine Safety and Health Act of 1977, as amended, 30 U.S.C. (S)
801 et seq. and the regulations and guidelines promulgated under any such
------
modifications, and any other state, federal, local or foreign law,
regulation, rule, ordinance or order, currently in existence, which govern:

(i) the existence, cleanup and/or remedy of contamination on
property;

(ii) the emission or discharge of Hazardous Substances into the
Environment;

(iii) the Release, use, generation, transport, treatment,
storage, disposal, removal or recovery or management of Hazardous
Substances, including building materials; or

(iv) the level of Hazardous Substances in any workplace.

4
<PAGE>

"Equipment" shall have the meaning assigned to that term in Section
3.5 of this Agreement.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

"GAAP" shall mean generally accepted United States accounting
principles, applied on a basis consistent with the basis on which the
Balance Sheet and the other financial statements referred to in Section
3.4(a) and (b) were prepared.

"Governmental Authorization" shall mean any approval, consent,
license, permit, waiver or other authorization issued, granted, given, or
otherwise made available by or under the authority of any Governmental Body
or pursuant to any Legal Requirement.

"Governmental Body" shall mean any:

(a) nation, state, county, city, town, village, district or other
jurisdiction of any nature;

(b) federal, state, local, municipal, foreign, or other
government;

(c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity
and any court or other tribunal);

(d) multi-national organization or body; or

(e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority
or power of any nature.

"Hardware" shall mean the hardware, including any operating systems
software loaded thereon listed on Schedule 3.33.
--------------

"Hazardous Substances" shall mean (a) any toxic, hazardous or
otherwise dangerous material, substance, waste or pollutant, including
without limitation petroleum products, flammable substances, explosives,
radioactive materials, asbestos, asbestos coating and asbestos containing
materials, polychlorinated biphenyls, toxic wastes or substances or any
other wastes, materials or pollutants defined or regulated by Environmental
Laws; and (b) any other chemical, material or substances, exposure to which
is prohibited, limited or regulated by any Governmental Body or which
otherwise presents a risk to human health, safety or the environment, or
could cause a diminution in value to any of the assets or operations of the
Company.

5
<PAGE>

"Indemnified Party" shall have the meaning assigned to that term in
Section 7.3 of this Agreement.

"Indemnifying Party" shall have the meaning assigned to that term in
Section 7.3 of this Agreement.

"Intellectual Property" shall mean the interests of the Company in any
of the following:

(i) United States and foreign registered and unregistered
copyrights in and to any works used, or intended by the Company to be used,
in conjunction with the operation of the Business, including, without
limitation (a) Registered Copyrights set forth in Schedule 3.10(a); (b) all
----------------
common law or other rights to register and obtain any renewal or extension
of copyright; (c) all other interests accruing by reason of international
copyright conventions, moral rights laws or otherwise; and (d) the right to
sue for, settle, or release any past, present, or future infringement of
any of the foregoing and to collect and retain all damages and profits
therefor;

(ii) United States and foreign registered patents, as such
patents may now exist or hereinafter come into existence, and
registrations, licenses, and applications therefor, relating to, used in,
or intended to be used in conjunction with the operation of the Business,
including: (a) without limitation of the foregoing, all right, title and
benefit of the Company in and to the inventions, discoveries, improvements,
processes and formulae, including generalized features of the sequence,
structure and organization of the System, used in the Business or otherwise
necessary for the ownership and use of the Software; and (b) the filed
patent applications and issued patents listed in Schedule 3.10(a), or such
----------------
patents that may be granted therefor and thereon and all continuations-in-
part, divisions, reissues and extensions thereof;

(iii) United States and foreign registered and common law
trademarks, service marks, trade names, and any corporate names used in, or
intended to be used in conjunction with the operation of the Business,
including without limitation: (a) the Registered and unregistered
trademarks, service marks and trade names set forth in Schedule 3.10(a);
----------------
(b) all other trademark or service mark interests accruing therefor by
reason of international trademark conventions, accompanied by the goodwill
of all Business connected with the use of and symbolized by such marks or
names; and (c) the right to sue for, settle, or release any past, present,
or future infringement thereof or unfair competition involving any of the
foregoing and retain all damages and profits therefor; and

(iv) to the extent not otherwise provided in the interests set
forth in (i), (ii) or (iii) above, (1) any hardware, software, idea,
design, product drawings, concept, data, customer list(s), documentation,
method, technique, process, skill, tool, library, adaptation, invention,
discovery, or improvement, whether or not patentable, but including trade
secrets, and know-how, that are used, or intended to be used, in
conjunction with the operation of the Business or otherwise pertaining to
the Business.

6
<PAGE>

"Interim Services Agreement" shall have the meaning assigned to that
term in Recital D to this Agreement.

"IRC" shall mean of the Internal Revenue Code of 1986, as amended.

"IRS" shall have the meaning assigned to that term in Section 2.5 of
this Agreement.

"Knowledge" shall mean, with respect to any representation or warranty
made in this Agreement, the knowledge of any party, after due inquiry, of
the existence or absence of facts which would change such representation or
warranty.

"Legal Requirement" shall mean any federal, state, local, municipal,
foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute
or treaty. The foregoing shall be deemed to include laws and regulations
relating to the federal patent, copyright, and trademark laws, state trade
secret and unfair competition laws.

"Liability" shall have the meaning assigned to that term in Section
2.2 of this Agreement.

"Losses" shall have the meaning assigned to that term in Section 7.1
of this Agreement.

"Material Adverse Effect" shall mean a material adverse change in the
Business or the financial condition and results of operations, employee
relations, customer relations or prospects of the Company.

"Med-Link Litigation" shall mean the counterclaims and third-party
claims brought by Anil Kapoor and Sita Kapoor in the action brought by the
Company against former owners of the Company's predecessor known as Med-
---
Link Technologies, Inc. v. Ashish Kapoor a/k/a Arthur Kapoor, Sita Kapoor,
--------------------------------------------------------------------------
Anil Kapoor, Infotech Global, Inc., Intrak Software Systems, Private
--------------------------------------------------------------------
Limited, and Med-Link Systems, Docket Number SOM-C-12016-99, presently
-----------------------------
pending in the Superior Court of New Jersey, Chancery Division, Equity
Part, and any other related claim or litigation that may be brought against
the Company, Purchaser or the Business by the former shareholders of the
Company's predecessor and any related claims or actions.

"Negotiation Period" shall have the meaning assigned to that term in
Section 10.2(a) of this Agreement.

"Notes Receivable" shall have the meaning assigned to that term in
Section 3.6 of this Agreement.

7
<PAGE>

"Objection Period" shall have the meaning assigned to that term in
Section 7.3 of this Agreement.

"Order" shall have the meaning assigned to that term in Section
3.16(c) of this Agreement.

"Organizational Documents" shall mean (a) the articles or certificates
of incorporation and the bylaws of a corporation; (b) the partnership
agreement and any statement of partnership of a general partnership; (c)
the limited partnership agreement and the certificate of limited
partnership of a limited partnership; (d) the certificate of formation and
the operating agreement of a limited liability company; (e) any character
or similar document adopted or filed in connection with the creation,
formation, or organization of a Person; and (f) any amendment to any of the
foregoing.

"Outstanding Accounts Receivable" shall have the meaning assigned to
that term in Section 2.4 of this Agreement.

"Panel" shall have the meaning assigned to that term in Section
10.2(b) of this Agreement.

"Payor Customers" shall have the meaning assigned to that term in
Section 3.12 of this Agreement.

"Person" shall mean any individual, corporation (including any non-
profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, labor
union, or other entity or Governmental Body.

"Proceeding" shall have the meaning assigned to that term in Section
3.16(a) of this Agreement.

"Purchase Price" shall have the meaning assigned to that term in
Section 2.3 of this Agreement.

"Purchaser's Indemnified Persons" shall have the meaning assigned to
that term in Section 7.1 of this Agreement.

"Release" shall mean any spilling, leaking, pumping, pouring,
emptying, emitting, discharging, depositing, escaping, leaching, dumping or
other releasing into the Environment, whether intentional or unintentional.

"Resolution Period" shall have the meaning assigned to that term in
Section 7.4 of this Agreement.

"Restricted Period" shall have the meaning assigned to that term in
Section 5.8(a) of this Agreement.

8
<PAGE>

"Section 338(h)(10) Election" shall have the meaning assigned to that
term in Section 2.5 of this Agreement.

"Seller" shall have the meaning assigned to that term in the preamble
of this Agreement.

"Seller's Indemnified Persons" shall have the meaning assigned to that
term in Section 7.2 of this Agreement.

"Software" shall mean the software listed on Schedule 3.34.
-------------

"Source Code" shall mean the human-readable (as opposed to machine-
readable) form of the computer programming code for the Software, including
source code listings as commented, including all necessary support or
library routines, all of which shall be on media able to be read and
processed on the System.

"Stock" shall have the meaning assigned to that term in Recital A of
this Agreement.

"Subsidiary" shall mean with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having
the power to elect a majority of that corporation's or other Person's board
of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other
than securities or other interests having such power only upon the
happening of a contingency that has not occurred) are held by the Owner or
one or more of its Subsidiaries.

"System" shall mean the Hardware, Software and Documentation.

"Tax" shall mean any tax (including any income tax, capital gains tax,
value-added tax, sales tax, property tax, gift tax, or estate tax), levy,
assessment, tariff, duty (including any customs duty), deficiency, or other
fee, and any related share or amount (including any fine, penalty,
interest, or addition to tax), imposed, assessed, or collected by or under
the authority of any Governmental Body or payable pursuant to any tax-
sharing agreement or any other Governmental Body or payable pursuant to any
tax-sharing agreement or any other contract relating to the sharing or
payment of any such tax, levy, assessment, tariff, duty, deficiency, or
fee.

"Third-Party Software" shall mean software or technology in which any
person or entity claims any right, title, or interest superior to the
Company, including any restrictions or obligations (including obligations
to obtain consents or approvals, and restrictions that may be eliminated
only by obtaining consents or approvals) applicable to the Software.

9
<PAGE>

ARTICLE II

PURCHASE AND SALE OF PURCHASED ASSETS;
LIABILITIES; PURCHASE PRICE

2.1. Purchase and Sale. Seller hereby agrees to sell, convey,
transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase
and accept from Seller, the Stock, upon the terms, conditions,
representations, warranties, covenants and agreements set forth herein.
Subject to the terms and conditions of this Agreement, on the Closing Date
Seller shall transfer and deliver to Purchaser, against payment of the
Purchase Price in accordance with Section 2.3, certificates representing
the Stock, duly endorsed in blank by Seller or accompanied by stock powers
duly executed in blank.

2.2. liabilities. As used in this Agreement, the term "Liability"
---------
shall mean and include any and all obligations for the payment of monetary
amounts including, without limitation, indebtedness for borrowed money,
trade accounts payable and other monetary obligations arising in the
ordinary course of business. Seller shall assume and cause the payment of
all Liabilities of the Company that are outstanding on the Closing Date.
Seller shall provide Purchaser such evidences of payment, from and after
the Closing Date, as Purchaser shall reasonably request. The Company shall
remain responsible for all of its Liabilities arising on and after the
Closing Date.

2.3. Purchase Price. The purchase price (the "Purchase Price") for
--------------
the Stock shall be Fourteen Million Dollars ($14,000,000). The Purchase
Price and all other amounts payable under or in connection with this
Agreement shall be paid in United States dollars as follows: At the
Closing, Purchaser shall pay to Seller, by wire transfer or certified check
of immediately available funds, the amount of the Purchase Price to an
account specified by Seller.

2.4. Guarantee of Accounts Receivable. Seller guarantees payment of
any Account Receivable outstanding as of the Closing Date that remains
outstanding for more than one hundred eighty (180) days after the Closing
Date (the aggregate amount of which, net of reserves not in excess of
$28,079.52, are hereinafter, the "Outstanding Accounts Receivable");
-------------------------------
provided, however, that any Outstanding Accounts Receivable that is not
paid, due to the action or inaction of the Company or Purchaser following
the Closing Date outside of the ordinary course of business, shall not be
so guaranteed. Seller shall remit to the Company the aggregate amount of
any Outstanding Accounts Receivable within thirty (30) days of receipt of
the written notice of Purchaser indicating the aggregate amount of
Outstanding Accounts Receivable; provided, however, Seller shall not have
the obligation to remit any amount to the Company unless the aggregate of
Outstanding Accounts Receivable exceeds $25,000, in which event Seller
shall be liable for all Outstanding Accounts Receivable. If following
payment by Seller, the Company collects sums on the Outstanding Accounts
Receivable, the amounts collected, to a maximum of the payment made by
Seller to the Company, shall be returned to Seller.

10
<PAGE>

2.5. Section 338(h)(10) Election. Seller will join with Purchaser in
making an election under Section 338(h)(10) of the IRC (and any
corresponding elections under state or local tax law) (collectively, the
"Section 338(h)(10) Election") with respect to the purchase and sale of the
---------------------------
Stock by preparing and filing Internal Revenue Service Form 8023 (and any
similar state or local forms), which shall be executed no later than ninety
(90) days after Closing. Purchaser shall retain custody of such executed
forms and timely file them with the appropriate taxing authorities and
provide a copy of such forms to Seller. Seller will include a copy of such
form with its federal income tax return as required by law. If any changes
are required in any of these forms subsequent to the execution of such
forms, the parties will promptly agree on such changes and file the
requisite changes with the Internal Revenue Service ("IRS"). Seller will
---
pay any Tax attributable to Seller for the making of the Section 338(h)(10)
Election.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

3.1. Organization; Good Standing; Qualification; Subsidiaries

(a) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to conduct the
Business as it is now being conducted and to own or use the its properties
and assets. The Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities conducted by it, requires
such qualification, all of which are set forth in Schedule 3.1(a).
---------------

(b) The Company has no Subsidiaries.

3.2. Authority; No Conflict

(a) This Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its
terms. Seller has the absolute and unrestricted right, power, authority,
and capacity to execute and deliver this Agreement and to perform its
respective obligations under this Agreement.

11
<PAGE>

(b) Except as set forth in Schedule 3.2, neither the execution
------------
and delivery of this Agreement nor the consummation or performance of the
transactions contemplated hereby will, directly or indirectly:

(i) contravene, conflict with, or result in a violation
of (A) any provision of the Organizational Documents of the Company or
Seller, or (B) any resolution adopted by the board of directors or the
stockholders of the Company or Seller;

(ii) give any Governmental Body or other Person grounds
to challenge the transactions contemplated hereby;

(iii) contravene, conflict with, or result in a violation
of any of the terms or requirements of, or give any Governmental Body the
grounds to revoke, withdraw, suspend, cancel, terminate, or modify, any
Governmental Authorization that is held by the Company or Seller;

(iv) cause Purchaser to become subject to, or to become
liable for the payment of, any Tax;

(v) contravene, conflict with, or result in a violation
or breach of any provision of, or give any Person the right to declare a
default or exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate, or modify, any of the Contracts;
or

(vi) result in the imposition or creation of any
Encumbrance upon or with respect to the Stock.

(c) Except as set forth in Schedule 3.2, each of the Company and
------------
Seller is not required to give any notice to or obtain any consent from any
Person in connection with the execution and deliver of this Agreement or
the consummation of the transactions contemplated hereby.

3.3. Capitalization; Corporate Records.

(a) The authorized capital stock of the Company consists solely
of 1,000 shares of common stock, all of which are issued and currently
outstanding and constitute the Stock. The Company has no treasury stock.
All of the Stock is fully paid and nonassessable.

(b) Seller is and will be on the Closing Date the record and
beneficial owner and holder of the Stock, in the amount set forth on
Schedule 3.3(b), free and clear of all Encumbrances of every nature. The
---------------
Stock is not subject to any restrictions with respect to transferability.
None of the Stock has been issued in violation of any preemptive rights.
Seller has full power and authority to assign and transfer the Stock to
Purchaser in accordance with the terms of this Agreement without obtaining
the consent

12
<PAGE>

or approval of any other Person or Governmental Body (other than the
consents set forth in Schedule 3.2), and the delivery of the Stock
------------
to Purchaser pursuant to this Agreement will transfer valid title thereto,
free of all Encumbrances of any kind.

(c) Except as contemplated by this Agreement, there are no
outstanding options, contracts, calls, commitments, demands, voting
agreements or other any other agreements of any character relating to
capital stock of the Company generally, and there are no outstanding
securities or other instruments convertible into or exchangeable for shares
of capital stock of the Company, and there are no commitments to issue and
such securities or instruments.

(d) Corporate Records. The minute books, stock certificate books
and stock transfer ledgers of the Company are in Seller's possession, are
complete and accurate in all material respects and reflect all those
transactions and corporate acts which properly should be set forth therein,
including but not limited to records of all formal meetings of, and
corporate action taken by, the stockholders and directors of the Company.
No meetings of such stockholders and directors have been held for which
minutes have not been prepared and are not contained in such minute books.

3.4. Financial Statements. The Company has delivered to Purchaser
the following financial statements, including in each case, as applicable,
the notes thereto:

(a) the audited balance sheet of the Company as at each of
December 31, 1996, December 31, 1997 and December 31, 1998, the related
audited statements of operations, shareholders' equity and cash flows for
the fiscal years ended December 31, 1996, December 31, 1997 and December
31, 1998, together with the reports thereon of Arthur Andersen LLP (and
predecessors, as applicable), certified public accountants (the balance
sheet contained as at December 31, 1998 is hereinafter referred to as the
"Balance Sheet"); and
--------------

(b) the unaudited balance sheet of the Company as at March 31,
1998 and March 31, 1999, and the related unaudited statements of
operations, shareholders' equity and cash flows for the periods then ended.

Such financial statements and notes fairly present the financial condition
and the results of operations, changes in stockholders' equity and cash
flow of the Company as at the respective dates of and for the periods
referred to in such financial statements, all in accordance with GAAP,
subject, in the case of interim financial statements, to normal year-end
adjustments.

3.5. Title to Properties; Encumbrances.

Schedule 3.5 contains a complete and accurate list of all real
------------
property, leaseholds, or other interests therein owned by the Company.

Schedule 3.5 also contains a complete and accurate list of all of the
------------
Company's machinery and equipment, business

13
<PAGE>

machines, vehicles, furniture and fixtures employed in the conduct of the
Business other than the Software and the Hardware (the "Equipment"). The
----------------------------- ---------
Equipment consists of items of a quality and quantity usable by the Company
in the ordinary course of business. The Company owns all of the properties
and assets reflected in the Balance Sheet (except for property and assets
sold since the date of the Balance Sheet in the ordinary course of
business). All material properties and assets reflected in the Balance
Sheet are free and clear of all Encumbrances, except as disclosed in
Schedule 3.5. The Company holds valid and binding lease agreements for all
------------
personal property which is used in and material to the Business and which
is not owned by the Company.

3.6. Accounts Receivable. Schedule 3.6 contains a complete and
------------
accurate list of accounts receivable ("Accounts Receivable") and notes
-------------------
receivable ("Notes Receivable") of the Company as of April 30, 1999, sets
----------------
forth the aging of the Accounts Receivable and, with respect to each Note
Receivable, the maturity date thereof, the outstanding principal amount and
the accrued and unpaid interest. All Accounts Receivable and Notes
Receivable that are reflected on Schedule 3.6 represent or will represent
------------
valid obligations arising from sales actually made or services actually
performed in the ordinary course of business. Unless paid prior to the
Closing Date, and except as disclosed in Schedule 3.6, the Accounts
------------
Receivable and Notes Receivable are or will be as of the Closing Date
collectible net of the respective reserves shown on the Balance Sheet or on
the accounting records of the Company as of the Closing Date (which
reserves are adequate and calculated consistent with past practice).

3.7. No Undisclosed Liabilities. Except as set forth in Schedule
--------
3.7, the Company has no material liabilities or obligations of any nature
---
(whether known or unknown and whether absolute, accrued, contingent, or
otherwise) except for liabilities or obligations reflected or reserved
against in the Balance Sheet and current liabilities incurred in the
ordinary course of business since the respective dates thereof.

3.8. Taxes. The Company has filed or caused to be filed all federal,
state and local Tax returns and reports that are or were required to be
filed by or with respect to the Company, pursuant to applicable Legal
Requirements. All such returns were correct and complete in all respects.

Schedule 3.8 contains a complete and accurate list of, all such Tax returns
------------
relating to income or franchise taxes filed since December 31, 1995. The
Company has paid, or has provided for the payment of, all Taxes that have
or may have become due pursuant to those tax returns or otherwise, or
pursuant to any assessment received by the Company, except such Taxes, if
any, as are listed in Schedule 3.8 and are being contested in good faith
------------
and as to which adequate reserves (determined in accordance with GAAP) have
been provided in the Balance Sheet. Except as set forth in Schedule 3.8,
------------
no audit of any tax return of the Company is in progress or, to the
Knowledge of Seller, threatened, and no waiver or agreement by the Company
is in force for the extension of time for the assessment or payment of any
Tax. To Seller's Knowledge, no claim has ever been made by any Government
Body in a jurisdiction where the Company does not file tax returns that it
is or may be subject to taxation by

14
<PAGE>

that jurisdiction. There are no security interests on any of the assets of
the Company that arose in connection with any failure (or alleged failure)
to pay any Tax.

The Company has withheld and paid or collected and remitted all Taxes
required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor, supplier, vendor, creditor,
stockholder or other third party. There is no dispute or claim concerning
any Tax liability of the Company (i) claimed or raised by any Governmental
Body in writing or (ii) as to which Seller or the directors and officers of
the Company has Knowledge. The Company has not waived any statute of
limitations in respect of Taxes or agreed to any extension of time with
respect to a Tax assessment or deficiency.

3.9. No Material Adverse Effect. Since the date of the Balance
Sheet, there has not been any Material Adverse Effect, and no event has
occurred or circumstance exists that may result in such a Material Adverse
Effect.

3.10. Title to Intellectual Property.

(a) Ownership. Schedule 3.10(a) sets forth all registered
----------------
trademarks and service marks, all reserved trade names, all registered
copyrights, and all filed patent applications, issued patents and all other
Intellectual Property. Except as set forth on Schedule 3.10(a), the
----------------
Company is the sole and exclusive owner of, the entire right, title, and
interest in and to the Intellectual Property, free and clear of any
Encumbrances of any nature whatsoever.

(b) Trade Secret Protection. The Source Code relating to the
Software (other than Third-Party Software) and other Confidential
Information (1) has at all times been maintained in confidence and (2) has
been disclosed by the Company only to employees and consultants having "a
need to know" the contents thereof in connection with the performance of
their duties to the Company.

(c) Personnel Agreements. All personnel, including employees,
agents, consultants, and contractors, who have contributed to or
participated in the conception and development of the System (other than
Third-Party Software) and other Confidential Information, including the
Documentation and Intellectual Property, on behalf of the Company either
(1) have been party to a "work-for-hire" arrangement or agreement with the
Company, in accordance with applicable federal and state law, that has
accorded the Company full, effective, exclusive, and original ownership of
all tangible and intangible property thereby arising, or (2) have executed
appropriate instruments of assignment in favor of the Company as assignee
that have conveyed to the Company full, effective, and exclusive ownership
of all tangible and intangible property thereby arising.

15
<PAGE>

(d) No Infringement; Absence of Claims. The System and all
components thereof, do not infringe upon the intellectual property rights,
including without limitation the patent, copyright, trademark or trade
secret rights, of any third parties, nor will the use of the System by the
Company or Seller in the conduct of the Business subject any third party to
such an infringement. Seller further warrants and represents that no claims
have been asserted by any Person or entity to the use of the System, and
neither Seller nor the Company knows of any valid basis for any such claim.

3.11. Accounts Payable; Bank Accounts.

(a) Accounts Payable. Except as set forth in Schedule 3.11(a),
----------------
there are no accounts payable of the Company in excess of $10,000 as at
April 30, 1999 which have been past due and payable in accordance with
their terms for more than sixty (60) days.

(b) Bank Accounts. Schedule 3.11(b) contains an accurate and
----------------
complete list showing the name and address of each bank in which the
Company has an account or safe deposit box, the number of any such account
or safe deposit box and the names of all persons authorized to draw thereon
or have access thereto.

3.12. Customers. Schedule 3.12 lists the names and addresses of the
-------------
health care payor customers of the Company (the "Payor Customers"). The
---------------
relationships of the Company with the Payor Customers and its health care
providers, provider groups and suppliers are reasonably good commercial or
other working relationships. Except as set forth in Schedule 3.12, no Payor
-------------
Customers who individually on a monthly basis, accounted for more than (i)
$15,000 of the Company's revenue, or (ii) 5% of the Company's revenue
during the year ended December 31, 1998 or three months ended March 31,
1999 has canceled or otherwise modified, or threatened in writing or
otherwise to cancel or modify, its relationship with the Company. The
Company has not received any notices that any material Payor Customer will
cease to use the Company's services or substantially reduce the services it
purchases from the Company.

3.13. Employee Benefit Plans.

(a) Schedule 3.13 sets forth a true and complete list of all
-------------
written and oral pension, profit sharing, retirement, deferred
compensation, stock purchase, stock option, incentive compensation, bonus,
vacation, severance, sickness or disability, hospitalization, individual
and group health and accident insurance, individual and group life
insurance and other material employee benefit plans, programs, commitments
or funding arrangements maintained by the Company or any Affiliate of the
Company, to which the Company or any Affiliate of the Company is a party
and has any obligations, present or future (other than obligations to pay
current wages, salaries or sales commissions terminable on notice of thirty
(30) days or less) in respect of, or which otherwise cover or benefit, any
of the current or former officers, employees or sales representatives
(whether or not employees) of the Company, or their beneficiaries

16
<PAGE>

(collectively, the "Employees or Beneficiaries") (hereinafter individually
--------------------------
referred to as "Employee Benefit Plan" and collectively referred to as
---------------------
"Employee Benefit Plans"). The Company has delivered or made available to
----------------------
Purchaser true and complete copies of all documents, as they may have been
amended to the date hereof, embodying the terms of the Employee Benefit
Plans.

(b) Except for the Employee Benefit Plans identified in Schedule
--------
3.13, there is no "employee pension benefit plan", "employee welfare
----
benefit plan" or "employee benefit plan" within the meaning of Sections
3(1), 3(2) and 3(3) of ERISA. No Employee Benefit Plan to which the
Company, any Affiliate of the Company or any ERISA Affiliate (as
hereinafter defined) has maintained or contributed to is subject to Title
IV of ERISA or Section 412 of the IRC. For purposes of this Section 3.13,
the term "ERISA Affiliate" shall mean a trade or business (whether or not
incorporated) which is under common control with the Company or any
Affiliate of the Company within the meaning of Sections 414(b) and 414(c)
of the IRC or the regulations promulgated thereunder.

(c) Neither the Company nor any Affiliate of the Company
maintains or has maintained a plan on behalf of the Employees or
Beneficiaries that meets the safe harbor requirements of Section 414(n)(5)
of the IRC and neither the Company nor any Affiliate of the Company has
made any representations (including oral representations) with respect to
the existence of such a plan on behalf of the Employees or Beneficiaries to
any customers, clients, employees or any other person. Neither the Company
nor any Affiliate of the Company maintains or has maintained any "voluntary
employees' beneficiary association" within the meaning of Section 501(c)(9)
of the IRC.

(d) Except as set forth in Schedule 3.13, each Employee Benefit
-------------
Plan described therein is in full force and effect in accordance with its
terms and there are no material actions, suits or claims pending (other
than routine claims for benefits), or, to Seller's Knowledge, threatened,
against any Employee Benefit Plan or any fiduciary thereof and the Company
or its Affiliate has performed all material obligations required to be
performed by it under, and is not in default under or in violation of, any
Employee Benefit Plan, in any material respect, and the Company or its
Affiliate is in compliance in all material respects with the requirements
prescribed by all statutes, laws, ordinances, orders or governmental rules
or regulations applicable to the Employee Benefit Plans, including, without
limitation, ERISA and the IRC. With respect to each Employee Benefit Plan,
the Company has delivered or made available to Purchaser true and complete
copies of the following documents where applicable: (i) the most recent
annual report (Form 5500 series) and accompanying schedules filed with the
IRS, any financial statement and opinion required by Section 103(a)(3) of
ERISA; (ii) the most recent determination letter issued by the IRS and any
outstanding request for a determination letter; (iii) the most recent
summary plan description and all modifications; and (iv) the text of each
Employee Benefit Plan and of any trust, insurance or annuity contract
maintained in connection therewith. Neither the Company, any of its
Affiliates nor any other "party-in-interest", as defined in Section 3(14)
of ERISA, has engaged in any

17
<PAGE>

"prohibited transaction," as defined in Section 406 of ERISA, which could
subject any Employee Benefit Plan, the Company or Purchaser or any officer,
director, partner or employee of the Company or Purchaser or any fiduciary
of any Employee Benefit Plan to a material penalty or excise tax imposed
under Section 502(i) of ERISA and Section 4975 of the IRC.

(e) Except as set forth in Schedule 3.13, neither the Company
-------------
nor any of its Affiliates is a party to any agreement to provide or does it
have an obligation to provide (except pursuant to Section 162(k) of the IRC
with respect to tax years beginning before January 1, 1989 and Section
4980B of the IRC thereafter), any employee of the Company, or such
individual's spouse or dependent, with any benefit following his or her
retirement or termination of employment, nor his or her spouse, any
dependent or any beneficiary subsequent to his or her death, with
retirement, medical or life insurance or any benefit under any employee
pension benefit plan and any employee welfare benefit plan. The Company and
any Affiliate of the Company has complied with all its obligations under
Section 162(k) and Section 4980B of the IRC.

3.14. Insurance.

(a) Schedule 3.14 lists all material policies or binders of
-------------
fire, liability (including product liability), worker's compensation,
vehicular, casualty, title or other insurance held by or on behalf of the
Company (specifying the insurer, the policy number or covering note number
with respect to binders, the amount of coverage thereunder and describing
each pending claim thereunder other than routine claims for coverage under
a group medical plan insurance policy).

(b) All policies described in Schedule 3.14 (i) are sufficient
-------------
for compliance with all Legal Requirements and of all applicable agreements
to which the Company is a party or by which the Company is bound, (ii) are
valid, outstanding and enforceable policies and (ii) provide adequate
insurance coverage for the assets and operations of the Company for all
material risks normally insured against by a Person carrying on the same
business as the Company. The Company is not in default with respect to any
provision contained in any policy described in Schedule 3.14 and has not
-------------
failed to give any material notice or present any material claim under any
such policy in a due and timely fashion. Except for claims set forth in
Schedule 3.14 and routine medical claims, there are no outstanding unpaid
-------------
claims under any such policy.

(c) The Company has not received a notice of cancellation or
non-renewal of any such policy or binder and, there is no material
inaccuracy in any application for any such policy or binder, failure to pay
premiums when due or other similar state of facts which would form the
basis for termination of any such insurance. Schedule 3.14 contains a brief
-------------
description of the Company's general liability loss history under the
policies of insurance therein listed.

18
<PAGE>

3.15. Compliance with Legal Requirements; Governmental Authorizations.

(a) Except as set forth in Schedule 3.15:
-------------

(i) The Company is, and at all times since December 31,
1998, has been, in material compliance with each Legal Requirement that is
or was applicable to it or to the conduct or operation of the Business;

(ii) The Company has filed all reports, statements,
documents, registrations, filings or submissions required to be filed, in
connection with the operation of the Business, by the Company with any
Governmental Body. All such filings complied with applicable Legal
Requirements when filed and no deficiencies have been asserted by any such
Governmental Body with respect to such filings and submissions;

(iii) no event has occurred that (with or without notice
or lapse of time) (A) may constitute or result in a violation by the
Company of, or a failure on the part of the Company to comply with, any
Legal Requirement, or (B) may give rise to any obligation on the part of
the Company to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature; and

(iv) The Company has not received, at any time since
December 31, 1998, any notice or other communication (whether oral or
written) from any Governmental Body or any other Person regarding (A) any
actual, alleged, possible, or potential violation of, or failure to comply
with, any Legal Requirement, or (B) any actual, alleged, possible or
potential obligation on the part of the Company to undertake, or to bear
all or any portion of the cost of, any remedial action of any nature.

(b) Schedule 3.15 contains a complete and accurate list of
-------------
each Governmental Authorization that is held by the Company, that otherwise
relates to the Business, or that is necessary for the Company to lawfully
conduct the Business. Each Governmental Authorization listed in Schedule
--------
3.15 is valid and in full force and effect. Except as set forth in Schedule
---- --------
3.15:
----

(i) the Company is, and at all times since December 31,
1998 has been, in full compliance with all of the terms and requirements of
each Governmental Authorization identified in Schedule 3.15;
-------------

(ii) no event has occurred that may (with or without
notice or lapse of time) (A) constitute or result directly or indirectly in
a violation of or a failure to comply with any term or requirement of any
Governmental Authorization listed in Schedule 3.15, or (B) result directly
-------------
or indirectly in the revocation, withdrawal, suspension, cancellation, or
termination of, or any modification to, any Governmental Authority listed
or required to be listed in Schedule 3.15;
-------------

19
<PAGE>

(iii) the Company has not received, at any time since
December 31, 1998, any notice or other communication (whether oral or
written) from any Governmental Body or any other Person regarding (A) any
actual, alleged, possible, or potential violation of or failure to comply
with any term or requirement of any Governmental Authorization, or (B) any
actual, proposed, possible, or potential revocation, withdrawal,
suspension, cancellation, termination of, or modification to any
Governmental Authorization; and

(iv) all applications required to have been filed for
the renewal of the Governmental Authorizations listed or required to be
listed in Schedule 3.15 have been duly filed on a timely basis with the
-------------
appropriate Governmental Bodies, and all other filings required to have
been made with respect to each Governmental Authorizations have been duly
made on a timely basis with the appropriate Governmental Bodies.

(c) Schedule 3.15(c) lists all instruments of conveyance,
----------------
transfer, or assignment filed, recorded or otherwise required with respect
to the Intellectual Property.

3.16. Legal Proceedings; Orders

(a) Except as set forth in Schedule 3.16, there is no pending
-------------
litigation or judicial, administration or arbitration proceeding or
investigation (each a "Proceeding"):
----------

(i) that has been commenced by or against the Company or
that otherwise relates to or may affect the Business, or the Stock; or

(ii) that challenges, or that may have the effect of
preventing, delaying, making illegal, or otherwise interfering with the
transactions contemplated by this Agreement.

(b) To the Knowledge of Seller, (1) no such Proceeding has been
threatened, and (2) no event has occurred or circumstance exists that may
give rise to or serve as a basis for the commencement of any such
Proceeding. The Company has delivered to Purchaser copies of all pleadings,
correspondence, and other material documents relating to each Proceeding
listed in Schedule 3.16. The Proceedings listed in Schedule 3.16 will not
------------- -------------
have a Material Adverse Effect.

(c) (i) There is no decision, injunction, judgment, order,
or ruling by any Court, administrative agency, other Governmental Body or
by any arbitrator (each, an "Order") to which the Company is subject.
-----

(ii) No officer, director, agent or employee of the
Company is subject to any Order that prohibits such officer, director,
agent, or employee from engaging in or continuing any conduct, activity, or
practice relating to the Business.

20
<PAGE>

3.17. Absence of Certain Changes and Events. Except as set forth in
Schedule 3.17, since December 31, 1998, the Company has conducted the
-------------
Business only in the ordinary course of business consistent with past
practice and there has not been any:

(a) change in the Company's authorized or issued capital stock;
grant of any stock option or right to purchase shares of capital stock of
the Company; issuance of any security convertible into such capital stock;
grant of any registration rights; purchase, redemption, retirement, or
other acquisition by the Company of any shares of any such capital stock;
or declaration or payment of any dividend or other distribution or payment
in respect of shares of capital stock;

(b) amendment to the Organizational Documents of the Company;

(c) any extraordinary payment or increase by the Company of any
bonuses, salaries, or other compensation to any stockholder, director,
officer, or employee or entry into any employment, severance, or similar
contract with any director, officer or employee;

(d) adoption of, or increase in the payments to or benefits
under, any profit sharing, bonus, deferred compensation, savings,
insurance, pension, retirement, or other employee benefit plan for or with
any employees of the Company;

(e) damage to or destruction or loss of any asset or property of
the Company (including the System), whether or not covered by insurance,
having a Material Adverse Effect;

(f) entry into, amendment to, termination of or modification of,
or receipt of notice of termination of or modification of (i) any license,
distributorship, dealer, sales representative, joint venture, credit, or
similar agreement, or (ii) any contract or transaction involving a total
remaining commitment by or to the Company of at least $25,000;

(g) sale, lease or other disposition of any asset or property of
the Company or mortgage, pledge or imposition of any lien or other
Encumbrance on the Stock except in the ordinary course of business;

(h) amendment, termination, compromise, cancellation or waiver
of any claims or rights with a value to the Company in excess of $25,000 or
waiver of any other rights of substantial value to the Company;

(i) material change in the accounting methods or practices used
by the Company other than such changes required by GAAP;

21
<PAGE>

(j) discharge or release of any Encumbrance, except in the
ordinary course of the Business consistent with past practice; or payment
or discharge of any Liability, other than current liabilities reflected on
the Balance Sheet and current liabilities incurred in the ordinary course
of the Business consistent with past practice;

(k) write down or write up (or failure to write down or write up
in accordance with GAAP consistent with past practice) the value of any
Accounts Receivable or Notes Receivable other than in the ordinary course
of business consistent with past practice and in accordance with GAAP;

(l) capital expenditure or commitment for any capital
expenditure in excess of $5,000 individually or $25,000 in the aggregate;

(m) express or deemed election or settled or compromised any
liability, with respect to Taxes of the Company;

(n) incurrence of any indebtedness in excess of $5,000
individually or $25,000 in the aggregate;

(o) loan to, guarantee of any indebtedness or other incurrence
of any indebtedness on behalf of any Person;

(p) failure to pay when due any indebtedness or other amounts
owed to creditors in excess of $5,000 individually or $25,000 in the
aggregate;

(q) entering into of any agreement, arrangement or transaction
with any of the Company's directors, officers, employees or shareholders
(or with any relative, beneficiary, spouse or Affiliate of such Persons);

(r) disclosure of any Confidential Information or grant of,
lapsing of, or abandonment of any Intellectual Property (or any right
associated with any registration, grant or any application relating
thereto);

(s) lapse, termination, or failure to renew any consent, permit
or insurance policy held by the Company; or

(t) agreement, whether oral or written, by the Company to do any
of the foregoing.

3.18. Contracts; No Defaults.

(a) Schedule 3.18(a) contains a complete and accurate list, and
----------------
the Company has delivered to Purchaser true and complete copies (if in
writing), of each Contract, which are all of the Company's contracts.

22
<PAGE>

(b) Except as set forth in Schedule 3.18(b), each Contract
----------------
identified in Schedule 3.18(a) is in full force and effect and is valid and
----------------
enforceable in accordance with its terms.

(c) Except as set forth in Schedule 3.18(c), no event has
----------------
occurred or circumstance exists that (with or without notice or lapse of
time) may contravene, conflict with, or result in a violation or breach of,
or give the Company or other Person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of,
or to cancel, terminate, or modify any Contract identified in Schedule
--------
3.18(a).
-------

3.19. Environmental Matters.

(a) The Company's Standard Industrial Classification (SIC)
Number as designated in the Standard Industrial Classification Manual is
7374. Accordingly, the transactions contemplated by this Agreement will not
be subject to the New Jersey Industrial Site Recovery Act, N.J.S.A. (S)
-------
13:1K-8 et seq.
------

(b) There have not been any activities, events or conditions in,
on or under any Company Real Property at any time such Company Real
Property was owned, leased, occupied or controlled by the Company,
involving the presence, handling, use, generation, treatment, storage, or
disposal of any Hazardous Substances in violation of, or subject to any
unsatisfied material liability under, applicable Environmental Laws.

(c) The Company has been at all times and is now in compliance
with all, and the Company has not received notice that it is otherwise
subject to any unsatisfied liability under any, Environmental Laws; there
is no pending or threatened litigation, investigation or enforcement
action, administrative order or notice of violation brought under any
Environmental Law concerning any of the Company's operations or the Company
Real Property; and the Company has not received any unsatisfied request for
information, notice of claim, demand or other notification or allegation
that it is or may be potentially responsible for any threatened or actual
Release of Hazardous Substances.

3.20. Employees.

(a) Schedule 3.20(a) contains a complete and accurate list of
----------------
the following information for each employee or director of the Company:
employer; name; job title; current compensation paid or payable and any
change in compensation since December 31, 1998; vacation accrued; and
service credited for purposes of vesting and eligibility to participate
under the Company's pension, retirement, profit-sharing, thrift-savings,
deferred compensation, stock bonus, stock option, cash bonus, employee
stock ownership (including investment credit or payroll stock ownership),
severance pay, insurance, medical, welfare, or vacation plan, other
employee pension benefit plan or employee welfare benefit plan.

23
<PAGE>

(b) No employee or director of the Company is a party to, or is
otherwise bound by, any agreement or arrangement, including any
confidentiality, non-competition, or proprietary rights agreement, between
such employee or director and any other Person that in any way adversely
effects or will affect (i) the performance of his duties as an employee of
the Company, or (ii) the ability of the Company to conduct the Business.
Except as set forth in Schedule 3.20(b), no director, officer, or other key
----------------
employee of the Company has advised the Company of an intention to
terminate his employment with the Company.

3.21. Labor Relations; Compliance. The Company has not been or is not a
party to any collective bargaining or other labor contract. Since December
31, 1998, there has not been, there is not presently pending or existing,
and to Seller's Knowledge there is not threatened, (a) any strike,
slowdown, picketing, work stoppage, or employee grievance process, (b) any
proceeding against or affecting the Company relating to the alleged
violation of any requirement of law pertaining to labor relations or
employment matters, including any charge or complaint filed by any employee
or union with the National Labor Relations Board, the Equal Employment
Opportunity Commission, or any comparable Governmental Body, organization
activity, or other labor or employment dispute against or affecting any of
the Company or their premises, or (c) any application for certification of
a collective bargaining agent. To Seller's Knowledge, no event has occurred
or circumstance exists that could provide the basis for any work stoppage
or other labor dispute. There is no lockout of any employees by the
Company, and no such action is contemplated by the Company. The Company has
complied in all respects with all requirements of law relating to
employment, equal employment opportunity, non-discrimination, immigration,
wages, hours, benefits, collective bargaining, the payment of social
security and similar taxes, occupational safety and health, and plant
closing. The Company is not liable for the payment of any compensation,
damages, taxes, fines, penalties, or other amounts, however, designated,
for failure to comply with any for the foregoing requirements of law.

3.22. Certain Payments. Neither the Company nor any director, officer,
agent, or employee of the Company or to Seller's Knowledge, any other
Person associated with or acting for or on behalf of the Company, has
directly or indirectly (a) made any contribution, gift, bribe, rebate,
payoff, influence, payment, kickback, or other payment to any Person,
private or public, regardless of form, whether in money, property, or
services (i) to obtain favorable treatment in securing business, (ii) to
pay for favorable treatment for business secured, (iii) to obtain special
concessions or for special concessions already obtained, for or in respect
of the Company or any Affiliate of the Company, or (iv) in violation of any
requirement of law; or (b) established or maintained any fund or asset that
has not been recorded in the books and records of the Company.

3.23. Disclosure. No representation, warranty or statement of the
Company in this Agreement or the Schedules hereto omits to state a material
fact necessary to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading. Except as expressly
set forth in this Agreement and the Schedules hereto,

24
<PAGE>

Seller does not have any Knowledge of any facts that will or may reasonably
be expected to have a Material Adverse Effect.

3.24. Relationships with Related Persons. Except as set forth in
Schedule 3.24, no Affiliate of the Company or Affiliate of Seller has, or
-------------
since December 31, 1998, has had, any interest in any property (whether
real, personal, or mixed and whether tangible or intangible), used in or
pertaining to the Business. No Affiliate of the Company or Affiliate of
Seller is, or since December 31, 1998 has owned (of record or as a
beneficial owner) an equity interest or any other financial or other profit
interest in, a Person that has (i) had business dealings or a material
financial interest in any transaction with the Company (other than business
dealings or transactions conducted in the ordinary course of business with
the Company at substantially prevailing market prices and on substantially
prevailing market terms), or (ii) engaged in a Competing Business except
for ownership of less than one percent (1%) of the outstanding capital
stock of any Competing Business that is publicly traded on any recognized
exchange or in the over-the-counter market. Except as set forth in Schedule
--------
3.24, no Affiliate of the Company or Affiliate of Seller is a party to any
----
contract with, or has any claim or right against, the Company.

3.25. Brokers or Finders. None of the Company or Seller nor their
respective Affiliates has incurred any obligation or liability, contingent
or otherwise, for brokerage or finders' fees or agents' commissions or
other similar payment in connection with this Agreement, and Seller will
indemnify and hold Purchaser and the Company harmless from any such payment
alleged to be due by or through the Company or Purchaser as a result of the
action of Seller or its officers or agents.

3.26. Year 2000 Compliance. Seller has (i) caused the Company to conduct
a comprehensive review and assessment of all areas of the Company's
business that could be adversely affected by the "year 2000 problem" (that
is, the risk that computer applications may not be able to perform properly
date-sensitive functions after December 31, 1999), (ii) developed a
detailed plan and timeline, each as set forth on Schedule 3.26, for
-------------
addressing the year 2000 problem on a timely basis and (iii) to date,
implemented that plan in accordance with that timetable. Seller reasonably
anticipates that the computer applications that are material to the
Company's business will on a timely basis be able to perform properly date-
sensitive functions for all dates before and after January 1, 2000 (i.e.,
be "year 2000 compliant") provided that the Company continues to follow the
plan and completes any remaining work required by the plan.

3.27. Adequacy of Documentation. The Documentation including system
documentation, statements of principles of operation, and schematics for
the System, as well as any pertinent commentary or explanation that may be
necessary to render such materials understandable and usable by a trained
computer programmer, and as of the Closing Date, is complete, accurate and
correct, comports with generally accepted industry standards in describing
the proper procedures for installing and operating the

25
<PAGE>

System, and shall provide sufficient information to enable Company
personnel to install and operate the System.

3.28. Third-Party Software. The Company has validly and effectively
obtained the right and license to use, copy, modify, and distribute all
Documentation and Software (including, without limitation Third-Party
Software) contained in the System. Except as set forth on Schedule 3.28,
-------------
all Software and Documentation contain no other programming or materials in
which any third party may claim superior, joint, or common ownership,
including any right or license. Except as set forth on Schedule 3.28, such
-------------
Software and Documentation does not contain Derivative Works of any
programming or materials not owned in their entirety by the Company and
included in the Software.

3.29. Third-Party Interests in Software. Except as identified on
Schedule 3.29, the Company has not granted, transferred, or assigned any
-------------
right or interest in the System, including the Intellectual Property and
Derivative Works of such System, to any Person. Except as identified on
Schedule 3.29, all licenses by the Company of any right or interest in the
-------------
Software constitute agreements with health care providers, each of which
grants the licensee thereunder solely the nonexclusive right and license to
use an identified program and related user documentation, for internal
purposes only. Except as identified on Schedule 3.29, the Company will have
-------------
the benefits of each contract with regard to any Third-Party Software,
without the requirement of obtaining any consent or approval, giving any
prior or subsequent notice, paying any further royalty or fee to any party
thereto or to any other third party, or performing any duty that has not
already been fully performed by the Company.

3.30. General System Warranties.

(a) Total Capacity. The System, as configured as of the date of
this Agreement, has the capacity to process fully and accurately up to
100,000 claims per day.

(b) Memory Storage. The System, as configured as of the date of
this Agreement, has the capacity to store within memory fully and
accurately simultaneously, all of the data relating to up to six months of
transaction history.

(c) Batch Communications Time. The System, as configured as of
the date of this Agreement, has the capacity to process accurately
(including without limitation, accepting claims, information and data from
health care providers and identifying, editing and otherwise processing
information, in each case in a manner consistent with industry practice)
and transmit claim information to health care payors within twenty-four
(24) hours from receipt of such data from physicians.

3.31. Non-Interfering Disabling Procedures. The Company has (i) run and
will continue to run to the Closing Date the latest version of widely-
recognized commercially available virus-checking software on the System,
including without limitation all workstations thereof, and to the best of
the Company's Knowledge, after

26
<PAGE>

diligent inquiry and investigation, the System does not contain, any virus
or similar device that is capable of deleting, disabling, deactivating,
interfering with, or otherwise harming the System or the Company's
hardware, data, or computer programs or codes, or that is capable of
providing access or produce modifications not authorized by the Company
(collectively, "Disabling Procedures"); and (ii) performed an independent
--------------------
and thorough review and inspected all source code of all program modules or
other components of the System, and such inspection has not revealed any
program routine, device, or other undisclosed feature, including, without
limitation, a time bomb, software lock, drop-dead device, or trap door that
is capable of Disabling Procedures.

3.32. System Reliability. The System's on-line processing has been and
shall be to the Closing Date available twenty-four (24) hours per day
regardless of the performance of any backups, and all database backups will
be capable of being initiated by a person but completed on an automatic
basis without degradation of any of the warranties contained herein. Except
for regularly quarterly scheduled maintenance for the purpose of
reorganizing database files (such maintenance not to exceed 48 hours and
performed on Saturdays and Sundays), the System has been and shall be to
the Closing Date fully operational twenty-four (24) hours a day, seven days
a week.

3.33. Hardware. The Hardware constitutes all of the hardware that is
used, or intended to be used, in conjunction with the operation of the
Business by the Company.

3.34. Software. The Software, including without limitation, (a) the
Third-Party Software, software development kits ("SDKs"), and file
definitions for health care payors and health care providers; (b) software
updates, software upgrades, additions, error corrections, modifications,
enhancements, customizations and conversions made to the materials included
in (a) above (collectively, "Software Upgrades"); and (c) the Code and the
Development Environment, constitutes all of the software that is used, or
intended to be used, in conjunction with the operation of the Business by
the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

4.1. Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, with full corporate power an authority to
conduct its business as it is now being conducted and to own or use the
properties and assets that it purports to own or use.

27
<PAGE>

4.2. Authority; No Conflict.

(a) This Agreement constitutes the legal, valid and binding
obligation of Purchaser and is enforceable against Purchaser in accordance
with its terms. Purchaser has the absolute and unrestricted right, power,
authority and capacity to execute and deliver this Agreement and to perform
its obligations under this Agreement.

(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will, directly or
indirectly:

(i) contravene, conflict with, or result in a violation
of (A) any provision of the Organizational Documents of Purchaser, or (B)
any resolution adopted by the board of directors or the stockholders of
Purchaser;

(ii) give any Governmental Body or other Person the
right to challenge the transactions contemplated by this Agreement; or

(iii) contravene, conflict with, or result in a
violation or breach of any provision of, or give any Person the right to
declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate or modify, any contract
or agreement to which Purchaser is a party.

4.3. Legal Proceedings. There is no Proceeding that has been commenced
by or against Purchaser or that otherwise relates to or may affect the
business of Purchaser or that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with the
transactions contemplated by this Agreement.

4.4. Brokers or Finders. Neither Purchaser nor any Affiliate of
Purchaser has incurred an obligation or liability, contingent or otherwise,
for brokerage or finders' fees or agents' commissions or other similar
payment in connection with this Agreement, and Purchaser will indemnify and
hold the Company and Seller harmless from any such payment alleged to be
due by or through Purchaser as a result of the action of Purchaser or its
officers or agents.

ARTICLE V

COVENANTS OF PARTIES

Seller agrees to the covenants contained in Sections 5.1 through 5.10.
Purchaser agrees to the covenants contained in Section 5.11.

5.1. Access to Information and Records.

(a) During the period from the date hereof to the Closing Date,
Seller shall cause the Company, and Seller shall give Purchaser, its
counsel, accountants and

28
<PAGE>

other authorized representatives, reasonable access during normal business
hours to all of the Company's properties, books, records, contracts and
other documents and, with the prior consent of the Company (which shall not
be unreasonably withheld), to the salaried personnel of the Company; and
Seller shall furnish or cause to be furnished to Purchaser and its
representatives all information with respect to the Company as Purchaser
may reasonably request.

(b) Any investigation conducted by Purchaser pursuant to this
Section 5.1 shall be so conducted as not to interfere unreasonably with the
Business and the relationships of the Company with its employees, customers
and suppliers. No such investigation by Purchaser shall affect or be deemed
to modify any representation or warranty made by Seller.

5.2. Conduct of Business Pending Closing. Seller agrees that from the
date hereof to the Closing Date (through and including the Closing Date
with respect to Section 5.2(g) below), except as otherwise approved in
writing by Purchaser:

(a) Maintain Business and Organization. The Company will carry
on the Business in the ordinary course consistent with past practice and,
to the extent consistent therewith, will use its best efforts to maintain
and preserve its business organization intact and to maintain its current
relationships with distributors and other customers, suppliers, employees
and others having business relationships with the Company.

(b) Compensation. The Company will not enter into any employment
or severance agreement with any director, officer or other employee of the
Company; will not establish, adopt, enter into, or make any new grants or
awards under, or amend, any collective bargaining, bonus, profit sharing,
thrift, compensation, or other plan, agreement, trust, fund, policy or
arrangement for the benefit of any directors, officers or employees, except
to comply with ERISA and the IRC; and will not give any increases in the
rates of salary or other compensation payable to employees.

(c) No Material Contracts. No contract or commitment will be
entered into, and no purchase of supplies and no sale of assets of the
Company will be made, by or on behalf of the Company, except contracts,
commitments, purchases or sales in the ordinary course of business
consistent with past practice which are not material to the Company.

(d) Capital Expenditures. The Company will not make any capital
expenditures or commitments therefor, for additions to property, plant or
Equipment, or agree to make any such expenditures or commitments, except
pursuant to existing expenditure or commitment programs in a manner
consistent with the performance of such programs to date.

29
<PAGE>

(e) No Corporate Changes. The Company will not amend its
Organizational Documents or make any changes in its authorized or issued
capital stock.

(f) Indebtedness. The Company will not create any indebtedness,
other than short-term indebtedness incurred in the ordinary course of
business consistent with past practices pursuant to existing contracts
disclosed in Schedule 3.18. There will be no indebtedness of the Company to
-------------
Seller or any other Affiliate on the Closing Date.

(g) Maintenance of Insurance. The Company will use its best
efforts, consistent with past practice and prudent business judgment, to
maintain all of the insurance held by the Company in effect as of the date
hereof.

(h) Maintenance of Property. The Company will use, operate,
maintain and repair all property of the Company in a normal business manner
consistent with past practice.

(i) Continued Administration. The Company will administer all
Employee Benefit Plans listed in Schedule 3.13 in accordance with the
-------------
provisions of the IRC and ERISA until they are terminated in accordance
therewith.

(j) Loans and Advances. The Company will not make any loan or
advance to any Person, including, without limitation, any officer, director
or employee of the Company.

(k) No Negotiations. Neither Seller nor any of its respective
Affiliates, officers, directors, representatives or agents will directly or
indirectly (through a representative or otherwise) (A) solicit, initiate,
consider, encourage or accept any other proposals or offers from any Person
(x) relating to any acquisition or purchase of all or any portion of the
Stock; (y) to enter into any business combination with the Company; or (z)
to enter into any other extraordinary business transaction involving or
otherwise relating to the Company; or (B) participate in any discussions,
conversations, negotiations or other communications regarding, or furnish
to any other Person any information with respect to, or otherwise cooperate
in any way, assist or participate in, facilitate or encourage any effort or
attempt by any other Person to seek to do any of the foregoing. Seller
shall immediately cease and cause to be terminated all existing
discussions, conversations, negotiations and other communications with any
Persons conducted heretofore with respect to the foregoing. Seller shall
notify Purchaser promptly if any such proposal or offer, or any inquiry or
other contract with any Person with respect thereto, is made and shall, in
any such notice to Purchaser, indicate in reasonable detail the identity of
the Person making such proposal, offer, inquiry or contact and the terms
and conditions of such proposal, offer, inquiry or other contract. Seller
agrees not to, without the prior written consent of Purchaser, release any
Person from, or waive any provision of, any confidentiality or standstill
agreement relating to the Business to which the Company or Seller is a
party.

30
<PAGE>

(l) Advertising. The Company will continue its advertising and
promotional activities and pricing and purchasing policies in accordance
with past practice.

(m) Receivables. The Company will not shorten or lengthen the
customary payment cycles for its payables or receivables except as required
in the ordinary course of business.

(n) Representation or Warranty. The Company will not engage in
any practice, take any action, fail to take any action or enter into any
transaction that could cause any representation or warranty of Seller to be
untrue or result in a breach of any covenant made in this Agreement.

5.3. Consents. Seller will use its best efforts prior to the Closing
Date to obtain all consents identified in Schedule 3.2 and make all filings
------------
required by Legal Requirements, necessary for the consummation of the
transactions contemplated hereby.

5.4. Schedules. Seller shall have a continuing obligation to promptly
notify Purchaser in writing with respect to any material matter arising or
discovered after the date of execution of this Agreement, which matter, if
existing or known at the date hereof, would have been required to be set
forth or described in any Schedule.

5.5. Confidentiality. The Confidentiality Agreement dated March 17, 1999
among Associates First Capital Corporation, a Delaware corporation, and
Synetic, Inc., a Delaware corporation, shall remain in full force and
effect.

5.6. Additional Disclosure. From the date of this Agreement to and
including the Closing Date, Seller shall, promptly after the occurrence
thereof is known to the Company, advise Purchaser of each event subsequent
to the date hereof that causes (i) any covenant of Seller to be breached;
(ii) any representation or warranty of Seller contained herein to no longer
be true, correct or complete; or (iii) any material development with regard
to the Stock, the Business, the financial condition and results of
operations, employee relations, customer relations or prospects of the
Company.

5.7. Intentionally deleted.

5.8. Seller's Obligations After the Closing.

(a) Acknowledgment. Seller acknowledges that the covenants in
this Section 5.8 are an essential element of this Agreement and that, but
for the agreement of Seller to comply with these covenants, Purchaser would
not have entered into this Agreement. Seller further acknowledges that this
Section 5.8 constitutes an independent covenant and shall not be affected
by performance or nonperformance of any other provision of this Agreement
by Purchaser. Seller has independently consulted with its

31
<PAGE>

counsel and after such consultation agrees that the covenants set forth in
this Section 5.8 are reasonable and proper.

(b) Seller agrees that in partial consideration of the Purchase
Price and following the Closing Date:

It will take all reasonable steps to protect the goodwill,
business reputation, employee relations, customer relations and prospects
of the Company. In furtherance but not in limitation of this general
obligation, Seller agrees that:

(i) for the period of five (5) years following the
Closing Date (the "Restricted Period"), it will not (x) engage in, or
become involved in or in any way associated with any Competing Business and
(y) without the prior written consent of Purchaser, own an interest in,
manage, operate, join, control or participate in or be connected with, as a
partner, shareholder, consultant or otherwise, any Person in a Competing
Business, except for ownership of less than one percent (1%) of the
outstanding capital stock of any Competing Business that is publicly traded
on any recognized exchange or in the over-the-counter market. This Section
5.8(b)(i) shall not restrict Seller from acquiring any Person that is not
primarily engaged in the Business. It is the specific intention of the
parties, any general considerations of public policy to the contrary
notwithstanding, that the provisions of this Section 5.8(b)(i) shall be
enforced as written to the fullest extent possible. If, however, this
covenant is held by any court of competent jurisdiction to be unenforceable
because of the duration of such covenant or the geographic area covered
thereby, the court making such determination shall have the power to reduce
the duration or geographic area of such covenant and, in its reduced form,
such covenant shall be enforceable.

(ii) during the Restricted Period and thereafter, it
will not disclose to any Person, or use for its own benefit, any
Confidential Information.

(iii) during the Restricted Period, it will not
interfere with or attempt to interfere with any officers, employees,
representatives or agents of Purchaser or the Business, induce or attempt
to induce any of them to leave the employ of Purchaser or the Business or
violate the terms of their contracts or any employment arrangements with
Purchaser or the Business.

(iv) during the Restricted Period, it will not (A) take
away, interfere, or attempt to interfere with any custom, trade, business
or patronage of Purchaser or the Business, or (B) for the purpose of
conducting or engaging in any business that develops or provides services
of the kind or nature developed or provided by the Business or the Company
as of the Closing Date, call upon, advise, solicit or offer to provide
services to any of the customers of the Business with whom the Company or
any Affiliate of the Company has had any dealings prior to the Closing
Date.

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<PAGE>

5.9. Med-Link Litigation. Seller shall retain full and complete
responsibility for the Med-Link Litigation, including, without limitation,
the obligation to pay the fees and expenses of counsel for itself, the
Company, counsel for Purchaser (if Purchaser shall become a party to the
Med-Link Litigation or threatened to be a party to the Med-Link Litigation)
and counsel for Sajid Khan (related to the Med-Link Litigation). Seller
agrees to keep Purchaser informed on the status of the litigation and to
provide Purchaser and its counsel with all information regarding the
litigation which Purchaser or its counsel reasonably requests. Seller
further agrees that both prior to and after the Closing Date it will not
settle the Med-Link Litigation in a manner that includes a waiver or
compromise of any non-competition, non-solicitation or confidentiality
agreement in favor of the Company or otherwise has an adverse effect on the
Business.

5.10. Use of Intellectual Property.

(a) From and after the Closing Date, Seller, Seller and any of
its respective Affiliates shall not use any of the Intellectual Property
described in Schedule 3.10(a).
--------

(b) As promptly as practicable following the Closing Date,
Seller shall remove or obliterate any Intellectual Property from
letterheads and other materials remaining in its possession or under its
control, and Seller shall not use, incorporate or put into use after the
Closing Date any materials that bear any trademark, service mark, trade
dress, logo, trade name or corporate name contained in the Intellectual
Property described in Schedule 3.10(a), or any trademark, service mark,
--------
trade dress, logo, trade name or corporate name similar or related thereto.

5.11. Purchaser's Obligations After the Closing.

(a) Purchaser will cause the Company to offer continued
employment to all employees of the Company set forth on Schedule 3.20(a) as
----------------
of the Closing Date, and such employees will have compensation and benefit
packages, which include health and welfare benefits that in the aggregate
are equivalent or superior to the compensation and benefit packages
currently held by such employees, with the exception of a 401(k) matching
plan and a pension plan. Purchaser will cause the Company to provide
service credit to such employees for vacation accrual, sick pay and
severance plans in accordance with the practice of the Company as of the
Closing Date.

(b) Purchaser will, and will cause the Company to, cooperate
with Seller and provide Seller with reasonable access to employees, records
and other materials as such may relate to the Med-Link Litigation and
related matters. Purchaser and Seller agree that such access will be
coordinated between the parties to ensure that the Company does not suffer
a material interruption of the Business. Notwithstanding anything to the
contrary herein, this Section 5.11(b) will survive until the Med-Link
Litigation and related matters are brought to their final disposition.

33
<PAGE>

ARTICLE VI

TERMINATION

6.1. Termination Events. This Agreement may be terminated up to the
Closing as follows:

(a) by Purchaser if any representation or warranty of Seller is
breached in any material respect and such breach has not been waived;

(b) by Seller if any representation or warranty of Purchaser is
or becomes untrue or breached in any material respect and such breach has
not been waived;

(c) by Purchaser if any covenant or condition of Seller is or
becomes breached in any material respect and such breach has not been
waived;

(d) (i) by Purchaser if satisfaction of a condition to the
performance of Seller is or becomes impossible (other than through the
failure of Purchaser to comply with its obligations under this Agreement)
and Purchaser has not waived such condition on or before the Closing Date;
or (ii) by the Company if satisfaction of such a condition is or becomes
impossible (other than through the failure of the Company to comply with
its obligations under this Agreement) and the Company has not waived such
condition on or before the Closing Date;

(e) by mutual consent of Purchaser and Seller;

(f) by Purchaser if there has occurred an event that constitutes
a Material Adverse Effect; or

(g) by either Purchaser or Seller if the Closing has not
occurred (other than through the failure of any party seeking to terminate
this Agreement to comply fully with its obligations under this Agreement)
on or before June 30, 1999, or such later date as the parties may agree
upon.

6.2. Effect of Termination. In the event that this Agreement is
terminated pursuant to Sections 6.1(a), 6.1(b) or 6.1(c) due to the
intentional breach of a representation, warranty, covenant or condition by
the breaching party, then the non-breaching party shall be entitled to
pursue, exercise and enforce any and all remedies, rights, powers and
privileges available at law or in equity. In the event that this Agreement
is terminated pursuant to Sections 6.1(a), 6.1(b) or 6.1(c) as a result of
a breach of a representation, warranty, covenant or condition that is not
the result of an action or inaction by the breaching party that could be
reasonably anticipated to cause the breach or if this Agreement is
otherwise terminated pursuant to Sections 6.1(e) or (g), then no party
shall have any right to pursue, exercise or enforce any remedy.

34
<PAGE>

ARTICLE VII

INDEMNIFICATION; REMEDIES

7.1. Indemnification by Seller. Seller shall defend, indemnify and hold
harmless Purchaser, the Company and their respective Affiliates, employees,
consultants, successors and assigns (such persons, collectively,
"Purchaser's Indemnified Persons"), and shall reimburse Purchaser's
--------------------------------
Indemnified Persons, for, from and against each and every demand, claim,
loss (which shall include any diminution in value), liability, judgment,
damage, cost and expense (including, without limitation, interest,
penalties, costs of preparation and investigation, and the reasonable fees,
disbursements and expenses of attorneys, accountants and other professional
advisors) (collectively, "Losses") imposed on or incurred by Purchaser's
------
Indemnified Persons, directly or indirectly, relating to, resulting from or
arising out of:

(a) any inaccuracy in any representation or warranty in any
respect as of the Closing Date, whether or not Purchaser's Indemnified
Persons relied thereon or had Knowledge thereof, or any breach or
nonfulfillment of any covenant, agreement or other obligation of Seller
under this Agreement, the Schedules or any certificate or other document
delivered or to be delivered pursuant hereto;

(b) the payment of any Liability of the Company as of the
Closing Date not satisfied by Seller;

(d) any Tax liability of the Company for any period prior to the
Closing Date;

(e) any claim or cause of action of any third party to the
extent arising out of any action, inaction, event, condition, liability or
obligation of the Company occurring or existing prior to the Closing Date;

(f) any Tax liability incurred by Seller as a result of the
transactions contemplated by this Agreement, including, without limitation,
any Tax liability as a result of the Section 338(h)(10) Election; and

(g) any claim by any Person for a brokerage or finder's fee
based upon any arrangement allegedly made by such Person with the Company
or Seller; provided, however, that Seller shall have no liability under
-------- -------
this Section 7.1 unless and until the aggregate of all Losses together with
the aggregate amount of Outstanding Accounts Receivable, but exclusive of
all Losses attributable to breaches of Sections 3.26 through 3.34, exceeds
$25,000, in which event Seller shall be liable for all such non-

35
<PAGE>

excluded Losses. Seller shall no liability under this Section 7.1 for
Losses related to breaches of Sections 3.26 through 3.34 unless and until
the aggregate of all such Losses exceeds $500,000, in which event Seller
shall be liable for all such Losses. The maximum liability of Seller for
Losses under this Section 7.1 shall be limited to the Purchase Price. The
foregoing is exclusive of Seller's obligation in respect of the Med-Link
Litigation as to which Seller shall be responsible for all Losses and as to
which Seller's liability shall be unlimited.

7.2. Indemnification by Purchaser. Purchaser shall defend, indemnify and
hold harmless Seller, its Affiliates, employees, consultants and successors
and assigns (Seller and such persons, collectively, "Seller's Indemnified
--------------------
Persons"), and shall reimburse Seller's Indemnified Persons, for, from and
-------
against all Losses imposed on or incurred by Seller's Indemnified Persons,
directly or indirectly, relating to, resulting from or arising out of:

(a) any inaccuracy in any representation or warranty in any
respect as of the Closing Date, whether or not Seller's Indemnified Persons
relied thereon or had Knowledge thereof, or any breach or nonfulfillment of
any covenant, agreement or other obligation of Purchaser under this
Agreement or any certificate or other document delivered or to be delivered
pursuant hereto;

(b) any Liabilities and other obligations of the Company arising
on and after the Closing Date; and

(c) any claim or cause of action of any third party to the
extent arising out of any action, inaction, event, condition, liability or
obligation of Purchaser occurring or existing on or after the Closing Date;
provided, however, that Purchaser shall have no liability under this
-------- -------
Section 7.2 unless and until the aggregate of all Losses exceeds $25,000,
in which event Purchaser shall be liable for all Losses. The maximum
liability of Purchaser for Losses shall be the Purchase Price.

7.3. Undisputed Claims. A party (the "Indemnified Party") may assert a Claim
-----------------
that it is entitled to, or may become entitled to, indemnification under
this Agreement by giving notice of its Claim to the party or parties that
are, or may become, required to indemnify the Indemnified Party (the

"Indemnifying Party"), providing reasonable details of the facts giving
-------------------
rise to the Claim and a statement of the Indemnified Party's Loss in
connection with the Claim, to the extent such Loss is then known to the
Indemnified Party and, otherwise, an estimate of the amount of the Loss
that it reasonably anticipates that it will incur or suffer. If the
Indemnifying Party does not object to the Claim during the twenty (20) day
period following the date of delivery of the Indemnified Party's notice of
its Claim (the "Objection Period"), the Claim shall be considered
----------------
undisputed and the Indemnified Party shall be entitled to recover the
amount of its Loss. The fact that a Claim is not disputed by the
Indemnifying Party shall not constitute an admission

36
<PAGE>

or create any inference that the asserted Claim is valid for any purpose
other than the indemnity obligation of the Indemnifying Party as to such
Claim pursuant to this Article VII.

7.4. Disputed Claims. If the Indemnifying Party gives notice to the
Indemnified Party within the Objection Period that the Indemnifying Party
objects to the Claim, then (a) the parties shall attempt in good faith to
resolve their differences during the thirty (30) day period following the
date of delivery of the Indemnifying Party's notice of its objection (the
"Resolution Period"), and (b) if the parties fail to resolve their
------------------
disagreement during the Resolution Period, either party may unilaterally
submit the disputed Claim resolution in accordance with Section 10.2.

7.5. Notice and Defense of Third-Party Claims. If any action, claim or
proceeding shall be brought or asserted under this Article VII against an
Indemnified Party in respect of which indemnity may be sought under this
Article VII from an Indemnifying Party or any successor thereto, the
Indemnified Person shall give prompt written notice of such action or claim
to the Indemnifying Person who shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Person
and the payment of all expenses; except that any delay or failure to so
notify the Indemnifying Person shall relieve the Indemnifying Person of its
obligations hereunder only to the extent, if at all, that it is prejudiced
by reason of such delay or failure. The Indemnified Person shall have the
right to employ separate counsel in any of the foregoing actions, claims or
proceedings and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of the Indemnified Person
unless both the Indemnified Person and the Indemnifying Person are named as
parties and the Indemnified Person shall in good faith determine that
representation by the same counsel is inappropriate. In the event that the
Indemnifying Person, within ten days after notice of any such action or
claim, fails to assume the defense thereof, the Indemnified Person shall
have the right to undertake the defense, compromise or settlement of such
action, claim or proceeding for the account of the Indemnifying Person,
subject to the right of the Indemnifying Person to assume to the defense of
such action, claim or proceeding with counsel reasonably satisfactory to
the Indemnified Person at any time prior to the settlement, compromise or
final determination thereof. Anything in this Article VII to the contrary
notwithstanding, the Indemnifying Person shall not, without the Indemnified
Person's prior written consent, settle or compromise any action or claim or
proceeding or consent to entry of any judgment with respect to any such
action or claim that requires solely the payment of money damages by the
Indemnifying Person and that includes as an unconditional term thereof the
release by the claimant or the plaintiff of the Indemnified Person from all
liability in respect of such action, claim or proceeding.

7.6. Survival of Representations, Warranties and Covenants. All
representations, warranties, covenants and obligations in this Agreement
and any other certificate or document delivered pursuant to this Agreement
will survive the Closing Date for twelve (12) months; except, however, that
the representations and warranties

37
<PAGE>

made in (i) Sections 3.8, 3.13 and 3.19 shall terminate on 120 days after
the expiration of the applicable statute of limitations, including any
applicable extensions, to which the representation or warranty applies; and
(ii) Sections 5.5, 5.8 and 5.9, shall survive the Closing Date indefinitely
or as otherwise provided in such Sections. The rights to indemnification or
other remedy based on such representations, warranties, covenants and
obligations will not be affected by any investigation conducted with
respect to or any Knowledge acquired at any time, whether before or after
the execution and delivery of this Agreement or the Closing Date, with
respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation.

7.7. Exclusivity of Remedies. The remedies provided for in this Article
VII are exclusive and shall be in lieu of all other remedies for breach of
this Agreement, including without limitation for breaches of the
representations, warranties, covenants and agreements hereunder; provided,
--------
however, that the foregoing clause of this sentence shall not be deemed a
-------
waiver by any party of any right to specific performance, equitable relief
or any remedy arising by reason of any claim of fraud with respect to this
Agreement.

7.8. Insured Claims. In case any event shall occur that would otherwise
entitle either party to assert a claim for indemnification hereunder, no
Loss shall be deemed to have been sustained by the Indemnified Party to the
extent of any proceeds received by the Indemnified Party from any insurance
policies with respect thereto.

ARTICLE VIII

THE CLOSING

8.1. Closing Date. The closing of this transaction ("Closing") shall
-------
take place at the offices of Gibbons, Del Deo, Dolan, Griffinger &
Vecchione, One Riverfront Plaza, Newark, New Jersey on May 24, 1999 (the
"Closing Date") at 10:00 a.m. Eastern Time, or at such other place and time
as the parties shall agree.

8.2. Obligations of Purchaser to Purchase the Stock. Purchaser's
obligation to purchase the Stock and to take the other actions required to
be taken by Purchaser at the Closing is subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (any of which may
be waived by Purchaser, in whole or in part):

(a) Accuracy of Seller's Representations and Warranties. All
representations and warranties by Seller in this Agreement (considered
collectively), and each of these representations and warranties (considered
individually), must have been accurate in all material respects as of the
date of this Agreement, and must be accurate in all material respects as of
the Closing Date as if made on the Closing Date.

(b) Seller's Performance. All of the covenants and obligations
that Seller is required to perform or to comply with pursuant to this
Agreement at or prior to

38
<PAGE>

the Closing (considered collectively), and each of these covenants
(considered individually), must have been duly performed and complied with
in all material respects.

(c) Closing Deliveries. Seller shall have delivered or caused
the delivery to Purchaser of each of the documents required by this
Agreement to be delivered by Seller on the Closing Date under Section 8.4.

(d) Absence of Litigation. No action, suit or proceeding before
any court or any governmental body or authority, pertaining to the
transaction contemplated by this Agreement or to its consummation, shall
have been instituted or threatened against the Company on or before the
Closing Date.

(e) Consents. All necessary certificates, licenses, agreements
and consents or other authorizations of any parties to the consummation of
the transaction contemplated by this Agreement, or otherwise pertaining to
the matters covered by it, shall have been obtained by Seller and delivered
to Purchaser, including without limitation, all third-party consents
required under Schedule 3.18.
-------------

(f) Approval of Documentation. The form and substance of all
certificates, instruments, and other documents delivered to Seller under
this Agreement shall be satisfactory in all reasonable respects to
Purchaser and its counsel.

(g) No Prohibition. Neither the consummation nor the performance
of any of the transactions contemplated by this Agreement will directly or
indirectly (with or without notice or lapse of time), materially
contravene, or conflict with, or result in a material violation of, or
cause Purchaser or any Affiliate of Purchaser to suffer any material
adverse consequence under, (i) any applicable Legal Requirement or Order,
or (b) any Legal Requirement or Order that has been published, introduced,
or otherwise proposed by or before any Governmental Body.

(h) Interim Services Agreement. The Interim Services Agreement
shall remain in full force and effect and shall not have been terminated by
Seller.

(i) Section 338(h)(10) Election. Seller shall have executed and
delivered Internal Revenue Service Form 8023, referenced in Section 2.5 of
this Agreement, to Purchaser.

8.3. Obligations of Seller to Sell the Stock. Seller's obligation to
sell the Stock to Purchaser and to take the other actions required to be
taken by Seller at the Closing is subject to the satisfaction, at or prior
to the Closing, of each of the following conditions (any of which may be
waived by Seller, in whole or in part):

(a) Accuracy of Representations. All representations and
warranties by Purchaser in this Agreement (considered collectively), and
each of these representations and warranties (considered individually),
must have been accurate in all

39
<PAGE>

material respects as of the date of this Agreement, and must be accurate in
all material respects as of the Closing Date as if made on the Closing
Date.

(b) Purchaser's Performance. All of the covenants and
obligations that Purchaser are required to perform or to comply with
pursuant to this Agreement at or prior to the Closing (considered
collectively), and each of these covenants (considered individually), must
have been duly performed and complied with in all material respects.

(c) Closing Deliveries. Purchaser shall have delivered or caused
the delivery to Seller of each of the documents required to be delivered to
Seller on the Closing Date under Section 8.5.

(d) Consents. All necessary certificates, licenses, agreements
and consents or other authorizations of any parties to the consummation of
the transaction contemplated by this Agreement, or otherwise pertaining to
the matters covered by it, shall have been obtained by Purchaser and
delivered to Seller.

(e) Absence of Litigation. No action, suit or proceeding before
any court or any governmental body or authority, pertaining to the
transaction contemplated by this Agreement or to its consummation, shall
have been instituted or threatened against Purchaser on or before the
Closing Date.

(f) No Prohibition. Neither the consummation nor the performance
of any of the transactions contemplated by this Agreement will directly or
indirectly (with or without notice or lapse of time), materially
contravene, or conflict with, or result in a material violation of, or
cause Seller or any Affiliate of Seller to suffer any material adverse
consequence under, (i) any applicable Legal Requirement or Order, or (b)
any Legal Requirement or Order that has been published, introduced, or
otherwise proposed by or before any Governmental Body.

8.4. Seller Deliveries. At Closing, Seller shall deliver, or cause
to be delivered, the following documents to Purchaser, in each case duly
executed or otherwise in proper form:

(a) Stock Certificates. Certificates representing the Stock, in
the manner and form required by Section 2.1.

(b) Compliance Certificate. A certificate by a senior executive
officer of Seller that (i) all representations and warranties by Seller in
this Agreement are true and correct in all material respects on and as of
the Closing Date, with the same effect as though such representations and
warranties had been made or given on and as of the Closing Date, and (ii)
all covenants, agreements and obligations of Seller hereunder to be
performed or fulfilled prior to or at Closing, have been timely performed
and fulfilled.

40
<PAGE>

(c) Certified Articles, Bylaws and Resolutions. (i) A certified
copy of the resolutions of the board of directors of Seller authorizing and
approving this Agreement and the consummation of the transactions
contemplated hereby; (ii) a copy of the Bylaws of each of Seller and the
Company certified by Seller's or the Company's secretary, as the case may
be, and a copy of the Certificate of Incorporation of Seller and the
Company certified by the Secretary of State of the State of Delaware; and
(iii) incumbency certificates relating to each person executing any
document executed and delivered to Purchaser pursuant to the terms hereof.

(d) Release of Encumbrances. UCC-3 termination statements or
other evidence of the release of all Liens on the Stock set forth on
Schedule 3.5.
------------

(e) Good Standing Certificates. A good standing certificate for
the Company, dated as close as practicable to the Closing Date, from
Secretary of the State of Delaware and the Secretaries of State in each of
the jurisdictions in which the Company is qualified to do business.

(f) Resignations. Resignations duly executed by each of the
elected and acting directors and officers (who also hold director
positions), of the Company, effective as of the Closing Date.

(g) Release. Purchaser shall have received from Seller evidence
of the elimination, prior to the Closing Date, of the Company's
indebtedness to Seller and any other Affiliates and a release in favor of
the Company, releasing it from all obligations to Seller with the exception
of those rights or obligations arising under this Agreement.

(h) Other Documents. All other documents, instruments or
writings required to be delivered to Purchaser at or prior to Closing
pursuant to this Agreement and such other certificates of authority and
documents as Purchaser may reasonably request.

8.5. Purchaser Deliveries. At Closing, Purchaser shall deliver the
following documents to Seller, in each case duly executed or otherwise in
proper form:

(a) Cash Closing Payment. A certified or bank cashier's check or
wire transfer, in the amount required by Section 2.3 hereof.

(b) Compliance Certificate. A certificate by a senior executive
officer of Purchaser that (i) all representations and warranties by
Purchaser in this Agreement are true and correct in all material respects
on and as of the Closing Date, with the same effect as though such
representations and warranties had been made or given on and as of the
Closing Date, and (ii) all covenants, agreements and obligations of
Purchaser thereunder, to be performed or fulfilled prior to or at Closing,
have been timely performed and fulfilled.

41
<PAGE>

(c) Certified Resolutions. (i) A certified copy of the
resolutions of the board of directors of Purchaser authorizing and
approving this Agreement and the consummation of the transactions
contemplated by this Agreement; and (ii) incumbency certificates relating
to each person executing any document executed and delivered to Seller by
Purchaser pursuant to the terms hereof.

(d) Other Documents. All other documents, instruments or
writings required to be delivered to Seller at or prior to Closing pursuant
to this Agreement and such other certificates of authority and documents as
Seller may reasonably request.

ARTICLE IX

EXPENSES

9.1. Other. Except as otherwise provided herein, each of the parties
shall bear its own expenses and the expenses of its counsel and other
agents in connection with the transactions contemplated hereby.

9.2. Costs of Litigation. The parties agree that the prevailing
party in any action brought with respect to or to enforce any right or
remedy under this Agreement shall be entitled to recover from the other
party or parties all reasonable costs and expenses of any nature whatsoever
incurred by the prevailing party in connection with such action, including
without limitation attorneys' fees and prejudgment interest.

ARTICLE X

MISCELLANEOUS

10.1. Notice. All notices, requests, demands and other
communications hereunder shall be given in writing and shall be: (a)
personally delivered; (b) sent by telecopier, facsimile transmission or
other electronic means of transmitting written documents; or (c) sent to
the parties at their respective addresses indicated herein by registered or
certified U.S. mail, return receipt requested and postage prepaid, or by
private overnight mail courier service. The respective addresses to be
used for all such notices, demands or requests are as follows:

If to Purchaser, to: (with a copy to)

CareInsite, Inc. Gibbons, Del Deo, Dolan,
River Drive Center 2 Griffinger & Vecchione
669 River Drive One Riverfront Plaza
Elmwood Park, New Jersey 07407-1361 Newark, New Jersey 07102-5497
Attention: Legal Counsel Attention: Lawrence A. Goldman, Esq.
Facsimile: 201-703-3401 Facsimile: 973-596-0545

42
<PAGE>

or to such other person or address as Purchaser shall furnish to Seller in
writing.

If to Seller, to: (with a copy to)

SPS Payment Systems, Inc. Associates First Capital Corporation
2500 Lake Cook Road 250 E. Carpenter Freeway
Riverwood, IL 60015 Irving, Texas 75065
Attention: General Counsel Attention: General Counsel
Facsimile: 847-405-4952 Facsimile: 972-652-7123

or to such other person or address as Seller shall furnish to Purchaser in
writing.

If personally delivered pursuant hereto, such communication shall be
deemed delivered upon actual receipt; if electronically transmitted
pursuant hereto, such communication shall be deemed delivered the next
business day after transmission, and sender shall bear the burden of proof
of delivery; if sent by overnight courier pursuant hereto, such
communication shall be deemed delivered upon receipt; and if sent by U.S.
mail pursuant hereto, such communication shall be deemed delivered as of
the date of delivery indicated on the receipt issued by the relevant postal
service, or, if the addressee fails or refuses to accept delivery, as of
the date of such failure or refusal. Any party to this Agreement may
change its address for the purposes of this Agreement by giving notice
thereof in accordance with this Article 10.

10.2. Dispute Resolution.

(a) Internal Negotiations. The parties shall endeavor to resolve
any dispute arising out of or relating to this Agreement by negotiations
between a designated senior executive officer of each of the parties. If
after forty-five (45) days (the "Negotiation Period"), such dispute remains
------------------
unresolved, such dispute shall be settled by arbitration in accordance with
Section 10.2(b) below.

(b) Arbitration. Upon the expiration of the Negotiation Period,
the parties hereby agree that any dispute regarding the rights and
obligations of any party under this Agreement must be resolved by
arbitration pursuant to this Section 10.2(b). Within seven (7) days of any
party's written notice to the other of its desire to submit any dispute to
arbitration, the parties will meet to attempt to amicably resolve their
differences and, failing such resolution, the parties may submit the matter
to mandatory and binding arbitration with the CPR Institute for Dispute
Resolution ("CPR"). The issue(s) in dispute shall be settled by
---
arbitration in Newark, New Jersey in accordance with the CPR Rules for Non-
Administered Arbitration of Business Disputes, by a panel of three
arbitrators (the "Panel"). The only issue(s) to be determined by the Panel
-----
will be those issues specifically submitted to the Panel. The Panel will
not extend, modify or suspend any of the terms of this Agreement. The
arbitration shall be governed by the United States Arbitration Act, 9
U.S.C. (S)1-16, and judgment upon the award rendered by

43
<PAGE>

the Panel may be entered by any court having jurisdiction thereof. A
determination of the Panel shall be by majority vote.

Promptly following receipt of the request for arbitration, CPR shall
convene the parties in person or by telephone to attempt to select the
arbitrators by agreement of the parties. If agreement is not reached,
Buyers shall select one arbitrator and the Principals shall select one
other arbitrator. These two arbitrators shall select a third arbitrator. If
these two arbitrators are unable to select the third arbitrator by mutual
agreement, CPR shall submit to the parties a list of not less than eleven
(11) candidates. Such list shall include a brief statement of each
candidate's qualifications. Each party shall number the candidates in order
of preference, shall note any objection they may have to any candidate, and
shall deliver the list so marked back to CPR. Any party failing without
good cause to return the candidate list so marked within ten (10) days
after receipt shall be deemed to have assented to all candidates listed
thereon. CPR shall designate the arbitrator willing to serve for whom the
parties collectively have indicated the highest preference and who does not
appear to have a conflict of interest. If a tie should result between two
candidates, CPR may designate either candidate.

This agreement to arbitrate is specifically enforceable. Judgment upon
any award rendered by the Panel may be entered in any court having
jurisdiction. The decision of the Panel within the scope of the submission
is final and binding on all parties, and any right to judicial action on
any matter subject to arbitration hereunder hereby is waived (unless
otherwise provided by applicable law), except suit to enforce this
arbitration award or in the event arbitration is not available for any
reason. If the rules of the CPR differ from those of this Section 10.2(b),
the provisions of this Section 10.2(b) will control. The costs of
arbitration shall be shared by the parties.

10.3. Remedies at Law or in Equity. If any representation, warranty
covenant, or condition made by or on behalf of Seller in this Agreement or
in any certificate, report or other instrument delivered under or pursuant
to any term hereof shall be untrue, misleading or breached, as the case may
be, in any respect as of the date of this Agreement, or as of the date when
it was made, furnished or delivered, Purchaser may proceed to protect and
enforce its rights by suit in equity or action at law, whether for the
specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement, or to enforce any other legal or
equitable right of Purchaser, or to take any one or more of such actions.

10.4. Disclosure Schedules. Information set forth in the Schedules to
this Agreement specifically refers to the section of this Agreement to
which such information is responsive and such information shall not be
deemed to have been disclosed with respect to any other section of this
Agreement or for any other purpose. The Schedules shall not vary, change or
alter the language of the representations and warranties contained in this
Agreement, and to the extent the language in the Schedules does not conform

44
<PAGE>

in every respect to the language of such representations and warranties,
such language shall be disregarded and be of no force or effect.

10.5. Disclosures and Announcements. The timing and content of all
disclosures to third parties and public announcements concerning the
transactions provided for in this Agreement, by either Seller or Purchaser,
shall be subject to the approval of the others in all essential respects;
provided, however, that Seller's approval shall not be required as to any
-------- -------
statements and other information that Purchaser may make pursuant to any
rule or regulation or as required by law and further provided that
Purchaser shall be permitted to make public announcements in connection
with the execution of this Agreement and the Closing, subject to the
reasonable approval of Seller.

10.6. Assignment, Parties in Interest. Except as expressly provided
herein, the rights and obligations of a party hereunder may not be
assigned, transferred or encumbered without the prior written consent of
the other parties. Notwithstanding the foregoing, Purchaser may, without
consent of any other party, cause one or more subsidiaries or affiliates of
Purchaser to carry out all or part of the transactions contemplated hereby.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and permitted assigns of the
parties hereto.

10.7. Further Assurance. From time to time, at Purchaser's request
and without further consideration, Seller will execute and deliver to
Purchaser such documents and take such other actions as Purchaser may
reasonably request in order to consummate more effectively the transactions
contemplated hereby, and to vest in Purchaser good, valid and marketable
title to the Stock.

10.8. Law Governing Agreement. This Agreement shall be construed and
interpreted according to the internal laws of the State of Delaware.

10.9. Amendment and Modification. Purchaser and Seller may amend,
modify and supplement this Agreement in such manner as may be agreed upon
by them in writing.

10.10. Entire Agreement. This instrument embodies the entire
agreement between the parties hereto with respect to the transactions
contemplated herein, and there have been and are no agreements,
representations or warranties between the parties other than those set
forth or provided for herein. Purchaser acknowledges that, except as
expressly set forth herein, neither Seller nor any other person has made
any representation or warranty, express or implied, as to (i) the physical
condition or state of repair of any of the Business property, the
improvements constituting a part thereof or the equipment and fixtures
appurtenant thereto, (ii) the gross or net income derived from the
Business, or (iii) any other matter affecting, or relating to, the
Business.

45
<PAGE>

10.11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

10.12. Headings. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

10.13 No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns, and nothing
herein expressed or implied shall give or be construed to give any person,
other the parties hereto and such assigns any legal or equitable rights
hereunder.

46
<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each of the parties by duly authorized representatives, on the
date first above written.

SPS PAYMENT SYSTEMS, INC.

By:________________________________
Name: Don A. Berman
Title: Executive Vice President

CAREINSITE, INC.

By:________________________________
Name: Paul M. Bernard
Title: Vice President-Chief Financial Officer

47
<PAGE>

List of Schedules

<TABLE>
<S> <C>
Schedule 3.1(a) Foreign Jurisdiction
Schedule 3.2 Notices/Consents that the Company is Required to Give/Obtain
Schedule 3.3(b) Ownership of the Stock
Schedule 3.5 Title to Properties
Schedule 3.6 Accounts Receivable as of April 30, 1999
Schedule 3.7 Material Liabilities
Schedule 3.8 Taxes
Schedule 3.10(a) Intellectual Property
Schedule 3.11(a) Past Due Accounts Payable
Schedule 3.11(b) Bank Accounts
Schedule 3.12 Names and Addresses of Health Care Payor Customers
Schedule 3.13 Employee Benefit Plans
Schedule 3.14 Insurance
Schedule 3.15 Governmental Authorizations
Schedule 3.15(c) Instruments Filed with Respect to the Intellectual Property
Schedule 3.16 Pending Legal Proceedings; Orders
Schedule 3.17 Changes and Events
Schedule 3.18(a) List of Contracts Relating to the Business
Schedule 3.18(b) List of Contracts not in Full Force and Effect
Schedule 3.18(c) Events That May Be Cause For Default of the Contracts
Schedule 3.20(a) Information on Employees and Directors
Schedule 3.20(b) Persons Intending to Terminate Employment
Schedule 3.24 Relationships with Related Persons
Schedule 3.26 Year 2000 Plan and Timetable
Schedule 3.28 Third-Party Software
Schedule 3.29 Third-Party Interests in Software
Schedule 3.33 List of Hardware
Schedule 3.34 List of Software
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report dated March 17, 1999 related to the consolidated financial statements of
CareInsite, Inc., our report dated February 22, 1999 related to the financial
statements of Avicenna Systems Corporation and our reports dated May 24, 1999
related to the financial statements of Med-Link Technologies, Inc. included in
or made part of this registration statement and to all references to our Firm
included in this registration statement.

/s/ Arthur Andersen LLP
_____________________________________

Roseland, New Jersey

June 3, 1999

<PAGE>

EXHIBIT 23.3

CONSENT OF KEGLER, BROWN, HILL & RITTER CO., L.P.A.

We hereby consent to the reference to our firm made under the caption
"Experts" in the prospectus which forms part of this registration statement.

/s/ Kegler, Brown, Hill & Ritter
Co., L.P.A.
_____________________________________
Kegler, Brown, Hill & Ritter Co.,
L.P.A.

Columbus, Ohio

June 3, 1999

<PAGE>

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
The Health Information Network Connection, LLC

We consent to the inclusion in this registration statement of CareInsite,
Inc. on Amendment No. 5 to Form S-1 of our report dated February 26, 1999 on
our audit of the financial statements of The Health Information Network
Connection, LLC as of December 31, 1998 and for the year then ended and for the
period from November 12, 1996 (inception) to December 31, 1998. We also consent
to the reference to our firm under the caption "Experts".

KPMG LLP

Melville, New York

June 2, 1999