Collaboration Agreement

EXHIBIT 10.8


COLLABORATION AGREEMENT
BETWEEN HEALTHCARE COMPUTING SYSTEMS, INC.
AND PETER SPITZER, M.D.


In order to facilitate and encourage a continued collaboration between themselves, Healthcare Computing Systems, Inc., a corporation located at 235 High Street, Suite 410, Morgantown, West Virginia 26505 ("HCS") and Peter Spitzer, M.D., an individual located at 11718 Barrington Court, Suite 504, Los Angeles, California 90049 ("PS") hereby agree to the following terms and conditions to govern their relationship under this Agreement.


1. INTERIM AGREEMENT.


The parties agree to the following:


a. That this general Agreement may be replaced, through mutual written
consent, by a more definitive agreement at such time as either of the
parties fell it is prudent to do so.


b. That, unless replaced or extended by a subsequent agreement, the term
of this Agreement shall be from March 5, 1996 through December 31,
1997.


c. That, should HCS divide itself into, reorganize into, or create de
novo one or more related companies ("HCS Related Companies"), then PS'
participation in each such HCS Related Company shall be at least equal
to the level of participation (consulting status, equity allocation,
participation on Board of Directors, option of becoming an employee,
reimbursement for expenses, general terms) as described for
participation in HCS below.


2. CONSULTING RELATIONSHIP.


a. Until the parties should agree to having PS become an employee, as
described in Section 3 below, PS's relationship to HCS shall be that
of a consultant and an independent contractor.


b. Unless otherwise agreed by the parties, PS shall waive his usual and
customary hourly consulting fee and shall instead be reimbursed
through the allocation of equity in HCS, as described in Section 5
below.


c. Until and unless changed otherwise by mutual agreement, PS shall bear
the HCS title of "Senior Vice President for Corporate Development" and
shall report to Dr. Scott Friedman, Chief Executive Officer of HCS.


d. PS shall assist HCS in defining its business strategy and
organizational structure; in creating one or more business plans
appropriate for the organization(s) suggested by the business plan(s);
in obtaining investment financing for HCS or the HCS Related
Companies; and in negotiating business agreements with prospective
customers of HCS. Should HCS desire PS' further participation in HCS
in additional ways, beyond those specified in the prior sentence, then
HCS and PS shall negotiate additional mutually satisfactory additional
payments for such increased participation.


e. PS shall be available for HCS related work at his sole discretion, at
times and from locations of PS's choice.


f. PS shall be considered an independent contractor and is not an
employee of HSC. PS shall be responsible for the payment of any taxes
based on his gross or net income.


3. EMPLOYMENT OPTION.


a. Both parties are interested in the possibility of PS becoming an
employee of HCS. Upon initial investor funding of HCS and upon
arriving at a mutually satisfactory


agreement on PS's position, reporting relationships, responsibilities,
salary, and compensation package, PS will have the option of becoming
a salaried employee of Healthcare Computing Systems, Inc. (HCS).


b. Such an employment of PS by HCS would be defined solely in terms of
PS's active, conceptual involvement in the day-to-day business of HCS,
but will not be defined in the context of a set, timed effort. Upon
such employment, PS may render his services at or from any location
that he may select.


c. Should PS become an employee, he shall participate in an employee
incentive stock option plan where PS will vest "X" additional shares
or "Y" additional percentage points of the total equity of HCS over a
time, where X and Y are commensurate with the employee incentive stock
option plans of the other top-level employees of HCS.


4. SEAT ON THE BOARD OF DIRECTORS.


a. PS will be appointed to the Board of Directors of HCS and any HCS
Related Companies that may be formed throughout the term hereof. This
appointment is not contingent on PS being, or becoming, an employee of
HCS or of any HCS Related Companies.


b. HCS will procure Officers and Directors' liability insurance as soon
as possible and shall add PS as a named insured on such a policy for
the term of PS's appointment to such Board hereunder; similarly, such
coverage will be obtained for PS' participation in any HCS Related
Companies.


5. EQUITY ALLOCATION.


Unless and until PS were to become an employee of HCS, PS' primary
compensation for his work will be in the form of allocation and receipt of
equity in HCS and HCS Related Companies. This allocation of equity to PS
shall proceed as follows:


a. At PS's completion of the first iteration of the busin ...