Joint Development Agreement (base agreement)

EXHIBIT 10.18



JOINT DEVELOPMENT AGREEMENT

BASE AGREEMENT



THIS BASE AGREEMENT, dated as of August 12, 1999, is made by and among Global Health Initiatives, a _________ corporation having offices in Potomac, Maryland ("GHI"), Windom Health Enterprises, a California corporation having offices in Berkeley, California ("Windom"), and HealthCentral.com, a California corporation having offices in Emeryville, California ("HealthCentral.com").



WHEREAS, the parties wish from time to time to enter into agreements covering various projects that may be undertaken from time to time by the parties involving:



1) services provided by GHI to Windom, HealthCentral.com

or their customers;



2) services provided by Windom or HealthCentral.com to GHI

or GHI's customers;



3) products provided by GHI to Windom or HealthCentral.com

that are used to create jointly owned products; and



4) products provided by Windom or HealthCentral.com to GHI

that are used to create jointly owned products.



WHEREAS, the parties wish to specify the general terms and conditions of such agreements by establishing this Base Agreement which may be incorporated by reference into specific Project Agreements to be entered into from time to time by the parties.



NOW, THEREFORE, and in consideration of the mutual covenants herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



1. A specific project will be defined in its own Project Agreement. The basic

format for a Project Agreement is attached hereto as Annex A. Each Project

-------

Agreement together with this Base Agreement forms a separate agreement,

although the parties may refer to this Base Agreement together with all of

its Project Agreements collectively as the Joint Development Agreement (the

"JDA"). Only projects specified in a Project Agreement shall be subject to

the JDA. The projects specified on Annex B shall not be subject to the JDA,

-------

rather they may be pursued individually (and not jointly) by the party as

indicated on such Annex.



2. The parties shall use their best efforts to perform the services, deliver

the products or otherwise perform the obligations as specified in the

Project Agreement.



3. Unless otherwise specified in the Project Agreement for a particular

project, (a) whenever a project principally involves one party acting as a

sales agent for another party, the sales agent is entitled to a commission

payable out of the project revenue in an amount equal to 10% of

the total project revenue and (b) whenever one party acts as a project

manager for another party, the project manager is entitled to a fee payable

out of the project revenue of 25% of the total project revenue.



4. The JDA is a non-exclusive worldwide product and service agreement.



5. The parties are acting as independent contractors and not as partners under

the JDA.



6. GHI's areas of service expertise will include (a) high level solution

consulting; (b) integration and sales of integrated health care-specific

enterprise engineering sales; (c) integration, sales and project management

of next generation health information systems; and (d) development, sales

and support of virtual health management services (e.g., demand management,

disease management and population health services).



7. GHI's products will include large scale domestic and international health

information systems spanning clinical, administrative, telemedicine,

educational, personal health, community network and population database



8. Windom's and HealthCentral.com's products will include personal and

community health information systems.



9. In the provision of services or products specified in each Project

Agreement, (a) GHI may partner with other firms, as it deems appropriate,

including in the areas of providing personal and community health

information systems, and (b) Windom or HealthCentral.com may partner with

other firms, as it deems appropriate, including in the areas of providing

clinical, administrative, telemedicine, educational and population database

information systems.



10. The parties will continue to individually own any of their respective

assets that they may make available to each other pursuant to the JDA. The

parties will jointly own any products jointly produced as specified in the

Project Agreement.



11. Each party is entitled to a reasonable accounting of all revenue generated

by a project that is the subject of a Project Agreement. Such revenue may

only be used (a) to maintain operations and marketing for such project, (b)

as specified in the applicable Project Budget, or (c) in a manner that is

mutually agreed by the parties hereto.



12. Each party will use its best efforts to develop ...