LLC OPERATING AGREEMENT

AMENDED AND RESTATED



OPERATING AGREEMENT





THE HEALTH INFORMATION

NETWORK CONNECTION LLC

(A NEW YORK LIMITED LIABILITY COMPANY)















TABLE OF CONTENTS



ARTICLE I Definitions......................................................2

Section 1.1 Definitions..................................................2



ARTICLE II Formation......................................................10

Section 2.1 Formation...................................................10

Section 2.2 Name........................................................10

Section 2.3 Trade Name Affidavits.......................................10

Section 2.4 Foreign Qualification.......................................11

Section 2.5 Term........................................................11



ARTICLE III Offices.......................................................11

Section 3.1 Principal Office............................................11

Section 3.2 Other Offices...............................................11



ARTICLE IV Business and Powers............................................11

Section 4.1 Business....................................................11

Section 4.2 Powers......................................................11



ARTICLE V Interests in the Company........................................12

Section 5.1 Certificates of Interest....................................12

Section 5.2 General Rights..............................................12

Section 5.3 General Protective Provisions...............................13

Section 5.4 Other Protective Provisions.................................13

Section 5.5 Additional Protective Provisions............................14

Section 5.6 Actions Requiring Unanimous Approval of Members.............14

Section 5.7 Transactions with Affiliates................................15

Section 5.8 Member Voting...............................................15



ARTICLE VI Capital Contributions; Members.................................15

Section 6.1 Current Contributions.......................................15

Section 6.2 Additional Contributions....................................16

Section 6.3 Loans.......................................................16

Section 6.4 Additional Capital..........................................16

Section 6.5 Payer-Member Capital Credits................................18

Section 6.6 GNYHA Credits...............................................19

Section 6.7 Withdrawal of Capital.......................................20

Section 6.8 No Interest on Capital......................................20

Section 6.9 Admission of Members........................................20

Section 6.10 Capital Return.............................................21

Section 6.11 Resignation of Member......................................21

Section 6.12 Removal of Member for Cause................................21

Section 6.13 Effect of Event of Withdrawal..............................22





Section 6.14 Outside Businesses.........................................22

Section 6.15 Power of Attorney..........................................22

Section 6.16 No Claims Among Members....................................23



ARTICLE VII Meetings......................................................23

Section 7.1 Annual Meetings.............................................23

Section 7.2 Special Meeting.............................................23

Section 7.3 Notice of Meetings..........................................23

Section 7.4 Record Date.................................................24

Section 7.5 List of Members.............................................24

Section 7.6 Quorum......................................................24

Section 7.7 Organization................................................24

Section 7.8 Order of Business...........................................25

Section 7.9 Voting......................................................25

Section 7.10 Action by Written Consent..................................25

Section 7.11 Action by Communication Equipment..........................26

Section 7.12 Proxies....................................................26



ARTICLE VIII Management...................................................27

Section 8.1 General Powers..............................................27

Section 8.2 Binding Authority...........................................27

Section 8.3 Number and Term of Office...................................27

Section 8.4 Resignation and Vacancies...................................28

Section 8.5 Meetings....................................................28

Section 8.6 Compensation; Expenses......................................30

Section 8.7 Duties of Managers..........................................30

Section 8.8 Committees..................................................30

Section 8.9 Budget......................................................30



ARTICLE IX Chairman and Officers..........................................31

Section 9.1 Chairman....................................................31

Section 9.2 Election, Appointment and Term of Office....................32

Section 9.3 Resignation, Removal and Vacancies..........................32

Section 9.4 Duties and Functions........................................32



ARTICLE X Contracts, Checks, Drafts, Bank Accounts, Proxies, Etc..........33

Section 10.1 Execution of Documents.....................................33

Section 10.2 Deposits...................................................33

Section 10.3 Proxies in Respect of Stock or Other Securities of Other

Companies................................................................33



ARTICLE XI Books and Records; Right of Inspection; Tax Matters............34

Section 11.1 Books And Records..........................................34

Section 11.2 Information................................................34

Section 11.3 Tax Returns................................................34

Section 11.4 Tax Elections..............................................34

Section 11.5 Tax Matters Partner........................................34

Section 11.6 No Partnership.............................................35







Section 11.7 Title to Company Assets....................................35



ARTICLE XII Capital Accounts..............................................36

Section 12.1 Maintenance................................................36

Section 12.2 Adjustments................................................36

Section 12.3 Market Value Adjustments...................................36

Section 12.4 Transfer...................................................36



ARTICLE XIII Allocation of Income, Gain, Loss and Deduction...............37

Section 13.1 Determination..............................................37

Section 13.2 Allocation of Net Profits and Net Losses...................37

Section 13.3 Allocation in the Event of Property Distribution...........38

Section 13.4 Special Rules..............................................38

Section 13.5 Tax Allocations............................................40



ARTICLE XIV Distributions.................................................41

Section 14.1 Distributions..............................................41

Section 14.2 Withholding................................................42

Section 14.3 Offset.....................................................42

Section 14.4 Limitation Upon Distributions..............................42



ARTICLE XIV Indemnification...............................................42

Section 15.1 Indemnification............................................42

Section 15.2 Indemnification Not Exclusive..............................43

Section 15.3 Insurance on Behalf of Indemnified Party...................43

Section 15.4 Indemnification Limited by Law.............................44



ARTICLE XVI Accounting Provisions.........................................44

Section 16.1 Fiscal Year................................................44

Section 16.2 Accounting Method..........................................44



ARTICLE XVII Dissolution..................................................44

Section 17.1 Dissolution................................................44

Section 17.2 Events of Withdrawal.......................................44

Section 17.3 Bankruptcy.................................................45

Section 17.4 Continuation...............................................45



ARTICLE XVIII Liquidation.................................................45

Section 18.1 Liquidation................................................45

Section 18.2 Tax Termination............................................46

Section 18.3 Priority of Payment........................................46

Section 18.4 Timing.....................................................46

Section 18.5 Liquidating Reports........................................46

Section 18.6 Articles of Dissolution....................................46



ARTICLE XIX Transfer Restrictions.........................................47

Section 19.1 Restrictions on Transfer of Membership Interests...........47

Section 19.2 First Refusal Rights.......................................48







Section 19.3 No Member Rights...........................................49

Section 19.4 Transferee Rights..........................................49

Section 19.5 Effect of Transfer.........................................50

Section 19.6 Secured Party..............................................50



ARTICLE XX General Provisions.............................................50

Section 20.1 Amendment..................................................50

Section 20.2 Waiver of Dissolution Rights...............................51

Section 20.3 Waiver of Partition Right..................................51

Section 20.4 Waivers Generally..........................................51

Section 20.5 Equitable Relief...........................................51

Section 20.6 Remedies for Breach........................................51

Section 20.7 Costs......................................................51

Section 20.8 Counterparts...............................................52

Section 20.9 Notice.....................................................52

Section 20.10 Date of Performance.......................................52

Section 20.11 Limited Liability.........................................52

Section 20.12 Partial Invalidity........................................52

Section 20.13 Entire Agreement..........................................53

Section 20.14 Benefit...................................................53

Section 20.15 Binding Effect............................................53

Section 20.16 Confidentiality...........................................53

Section 20.17 Further Assurances........................................53

Section 20.18 Headings..................................................54

Section 20.19 Terms.....................................................54

Section 20.20 Informal Dispute Resolution...............................54

Section 20.21 Arbitration...............................................54

Section 20.22 Governing Law; Consent to Jurisdiction....................54



Schedule I Initial Contributions............................................1



EXHIBIT 1...................................................................2



EXHIBIT 2...................................................................3



EXHIBIT 3...................................................................4



EXHIBIT 4...................................................................5











AMENDED AND RESTATED OPERATING AGREEMENT

OF THE HEALTH INFORMATION NETWORK CONNECTION LLC





This Amended and Restated Operating Agreement (the "Agreement"), dated as of January 1, 1999, is entered into by and among THE HEALTH INFORMATION NETWORK CONNECTION LLC (the "Company"), Empire Blue Cross and Blue Shield, a New York non-for-profit company ("Empire"), GNYHA Management Corporation, a New York corporation ("GNYHA"), Group Health Incorporated, a New York corporation ("GHI"), Health Insurance Plan of Greater New York, a New York non-for-profit company ("HIP"), and Synetic Healthcare Communications, Inc., a Delaware corporation ("Synetic").



W I T N E S S T H

WHEREAS, the Company, until the execution of this Agreement, has been governed by that certain "Operating Agreement of The Health Information Network Connection LLC" dated as of November __, 1996 (the "Operating Agreement"); and



WHEREAS, BRC Healthcare, Inc., an Oregon corporation, has withdrawn as a Member of the Company pursuant to that certain "Consent of the Members to the Withdrawal of a Member from The Health Information Network Connection LLC" dated of even date herewith and attached hereto as Exhibit 1; and



WHEREAS, pursuant to the terms of Sections 5.5 and 6.5 of the Operating Agreement, Synetic has been admitted as a Member pursuant to that certain "Consent of the Members to the Admittance of a Member to The Health Information Network Connection LLC" dated of even date herewith and attached hereto as Exhibit 2; and



WHEREAS, in connection with the admittance of Synetic as a Member of the Company, the Members desire to amend and restate the Operating Agreement in order that the parties hereto may establish their respective economic and other rights as Members of the Company and to provide regulations and procedures for the governance of the Company.



NOW, THEREFORE, in consideration of the premises, the mutual promises and obligations contained herein, and with the intent of being legally bound, the parties hereto agree as follows:









ARTICLE I





Section 1.1 Definitions. For purposes of this Agreement, capitalized terms used but not otherwise defined herein shall have the following meanings.



(a) "Adjusted Capital Account" shall mean, with respect to any Member, the balance in such Member's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:



(i) such Capital Account shall be deemed to be increased by any

amounts that such Member is obligated to restore to the Company (pursuant

to this Agreement or otherwise) or is deemed to be obligated to restore

pursuant to (A) the penultimate sentence of ss. 1.704-2(g)(1) of the

Regulations, or (B) the penultimate sentence of ss.1.704-2(i)(5) of the

Regulations; and



(ii) such Capital Account shall be deemed to be decreased by the

items described in ss.ss.1.704-1(b)(2)(ii)(d) of the Regulations and shall

be interpreted and applied consistently therewith.



The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of ss. 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted and applied consistently therewith.



(b) "Affiliate" of a party shall mean any entity which directly or indirectly controls, is controlled by or is under the common control with such party. The term "control" means the power to direct the affairs of such entity by reason of ownership of equity securities, by contract, or otherwise.



(c) "Agreement" shall mean this Amended and Restated Operating Agreement, also known as an operating agreement under the LLCL, as may be further amended from time to time.



(d) "Articles of Organization" shall mean the Articles of Organization of the Company, as amended from time to time.



(e) "Available Cash" shall mean, with respect to any fiscal quarter, all cash receipts of the Company (excluding Capital Contributions, Warrant Proceeds and proceeds from any borrowings) during such quarter plus cash available from any reduction in the amount of any reserves of the Company during such quarter less the sum of the following to the extent made from such cash receipts or reserves:



(i) all cash expenditures of the Company made during such quarter

(except Distributions), including expenses and costs incurred in the

acquisition, ownership, or management of the Company's property; and









(ii) funds set aside as reserves for contingencies, working capital,

debt service, taxes, insurance or other costs or expenses incident to the

conduct of the Company's business.



(f) "Bankruptcy" shall have the meaning set forth in Section 17.3.



(g) "Board of Managers" shall mean a committee of Managers comprised in accordance with this Agreement and having the powers set forth herein.



(h) "Book Value" means, with respect to any asset of the Company, the adjusted basis of such asset as of the relevant date for federal income tax purposes, except as follows:



(i) the initial Book Value of any asset contributed by a Member to

the Company shall be the Fair Market Value of such asset;



(ii) the Book Values of all Company assets (including intangible

assets such as goodwill) shall be adjusted to equal their respective Fair

Market Values as of the following times:



(A) the acquisition of an additional interest in the Company

by any new or existing Member in exchange for more than a de minimis

Capital Contribution;



(B) the distribution by the Company to a Member of more than a

de minimis amount of money or Company property as consideration for

its interest in the Company (other than a distribution to a Member

pursuant to Sections 6.11 or 6.12 hereof); and



(C) the liquidation of the Company within the meaning of

ss.1.704-1(b)(2)(iv)(f)(5)(ii) of the Regulations; and



(iii) if the Book Value of an asset has been determined or adjusted

pursuant to clause (i) or (ii) above, such Book Value shall thereafter be

adjusted by the Depreciation taking into account with respect to such

asset for purpose of computing Net Profits and Net Losses and other items

allocated pursuant to Article XIII hereof.



The foregoing definition of Book Value is intended to comply with the provisions of ss.1.704-1(b)(2)(iv) of the Regulations and shall be interpreted and applied consistently therewith.



(i) "Breaching Member" shall mean any Payer-Member that materially breaches its obligations under either the Managed Care Transaction Contract or the Clinical Transaction Contract, and such Payer-Member has failed to cure such breach as specifically provided in the applicable provisions of such contract.









(j) "Business Day" shall mean any day other than Saturday, Sunday and any other day on which banks in New York City are not open for business.



(k) "Capital Account" shall mean the capital account established and maintained for each Member pursuant to Article XII hereof.



(l) "Capital Contributions" shall mean the amount of cash and the Fair Market Value of any property (net of liabilities secured by such property that the Company is considered to assume or take subject to under ss.752 of the Code) contributed by a Member to the capital of the Company and any Company liabilities assumed by the Member within the meaning of ss.1.704-1(b)(2)(iv)(c) of the Regulations. The application of Payer-Member Capital Credits or GNYHA Credits, and the issuance by Synetic to the Company of the Warrants shall not be deemed to be Capital Contributions.



(m) "Claims" shall mean medical claims (i.e., claims of the type submitted on Healthcare Finance Administration Form No. 1500) submitted by physicians and other health care providers in standard electronic format to a Payer-Member's data processing center for adjudication.



(n) "Clinical Transaction Contract" shall mean any of the contracts entered into by Synetic and the Payer-Members on the date of this Agreement for the provision by Synetic of Clinical Transaction Services.



(o) "Clinical Transaction Services" shall mean and include any or all of Synetic's prescription and laboratory services which connect physicians, staffs and patients, with payers, pharmacies, hospitals, laboratories, suppliers or other organizations involved in the concurrent, retrospective or prospective communications of information relating to or prompted by the selection or use of a prescription drug or lab test (as applicable) by physicians on behalf of patients, all as provided pursuant to the Clinical Transaction Contract.



(p) "Code" shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provisions of superseding federal revenue statute.



(q) "Company" shall have the meaning set forth in the preamble to this Agreement.



(r) "Company Minimum Gain" means the aggregate amount of gain (of whatever character), determined for each Nonrecourse Liability of the Company, that would be realized by the Company if it disposed of the Company property subject to such liability in a taxable transaction in full satisfaction thereof (and for no other consideration) and by aggregating the amounts so computed, determined in accordance with ss.ss. 1.704-2(d) and (k) of the Regulations.



(s) "Company Notice" shall have the meaning set forth in Section 19.2(b).



(t) "Company Right" shall have the meaning set forth in Section 19.2(b).



(u) "Confidential Member Information" means information that Members designate as confidential or proprietary at the time of providing such information to the Company.







(v) "Contract Manager" shall mean Synetic for so long as the Management Services Agreement shall remain in effect, and thereafter, the Board of Managers.



(w) "Contribution Notice" shall have the meaning set forth in Section 6.4(a).



(x) "Contributing Member" shall have the meaning set forth in Section 6.4(b).



(y) "Credit Maximum" shall have the meaning set forth in Section 6.5(b).



(z) "Credit Period" shall have the meaning set forth in Section 6.5(c).



(aa) "Deemed Capital Contributions" shall mean, for each Member, such Member's total Capital Contributions plus the amount, if any, of Payer-Member Capital Credits applied in lieu of additional Capital Contributions by such Member pursuant to Section 6.5(c) and, in the case of GNYHA, the amount of GNYHA Credits applied in lieu of additional Capital Contributions by GNYHA pursuant to Section 6.6(b) and such Member's share of any adjustment to Book Value required by Section 1.1(h)(ii), including any adjustment to Book Value that shall have occurred as a result of Synetic becoming a Member.



(bb) "Depreciation" means, for each Fiscal Year or part thereof, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year or part thereof, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, the depreciation, amortization or other cost recovery deduction for such Fiscal Year or part thereof shall be an amount which bears the same ratio to such Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or part thereof bears to such adjusted tax basis and provided further that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or part thereof is zero (0) or less, then the depreciation, amortization or other cost recovery deduction shall be whatever the Contract Manager determines is reasonable under the circumstances.



(cc) "Dissolution" shall mean the happening of any of the events set forth in Section 17.1.



(dd) "Distribution" shall mean any cash and the Fair Market Value of any property (net of liabilities secured by such property that the Member is deemed to assume or take subject to under ss. 752 of the Code) distributed by the Company to the Members in accordance with Section 6.11 or Article XIV or XVIII of this Agreement.



(ee) "Effective Date" shall mean the date first above written.



(ff) "Empire" shall have the meaning set forth in the preamble to this Agreement.



(gg) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.









(hh) "Event of Breach" shall mean any Payer-Member's material breach of its obligations under either the Managed Care Transaction Contract or the Clinical Transaction Contract, and such Payer-Member's failure to cure such breach as specifically provided in the applicable provisions of such contract.



(ii) "Event of Withdrawal" shall mean, with respect to any Member, the occurrence of such Member's Bankruptcy, death, insanity, adjudication of incompetency, resignation, removal, expulsion, or any other event that terminates the continued membership of such Person in the Company by operation of law (including the dissolution of any Member that is not an individual).



(jj) "Fair Market Value" shall mean, with respect to any property (including the Membership Interests), the value that would be obtained in an arm's length transaction for ownership of such property for cash between an informed and willing seller and an informed and willing purchaser, each with an adequate understanding of the facts and under no compulsion to buy or sell.



(kk) "Fiscal Year" shall mean the fiscal and taxable year of the Company which shall be the year ending December 31.



(ll) "GHI" shall have the meaning set forth in the p ...