Interactive Content Development/licensing

We have omitted certain portions of this document and filed them separately with the Commission. These portions are marked with an asterisk (*).


SUMMARY TERM SHEET FOR DUKE UNIVERSITY MEDICAL CENTER --------------------------------------------------------------------------------


Executive Summary Duke University Medical Center ("DUMC") and
HealthStream seek to enter into a global
partnership arrangement to accomplish a broad base
of business opportunities. To accomplish this, a
contract will be written identifying broad rules
and parameters for this partnership that faculty
can work within. Modifications needed on a project
by project basis may be made through work plan
addenda specific to individual projects.
Otherwise, faculty and HealthStream will work
within the parameters laid out in this document.


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Fee for Service Projects From time to time, Faculty and staff at DUMC have
need for work-for-hire and fee for service A) Best Pricing multimedia projects including but not limited to
Web sites, CD ROM creation, data base applications B) Guarantees and development of online training courses.
HealthStream seeks to the preferred vendor to the C) Publicizing DUMC Faculty and staff for these projects.
vendor status
In consideration of this designation, HealthStream
will provide DUMC with hourly pricing
significantly below HealthStream's normal fees
(see attached). Pricing assumes a significant
increase in projects in the next 12 months.


Preferred vendor status does not guarantee
HealthStream the work. Faculty members may utilize
other vendors to achieve lower cost pricing or for
work out of scope of HealthStream capabilities.


DUMC will be responsible for publicizing this
designation of HealthStream through general press
releases, newsletters, and other formal publicity
means of reaching DUMC faculty. HealthStream
provides regular visits to the DUMC campus to meet
with faculty interested in this opportunity.


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Marketing HealthStream will provide up to $* in internal
marketing on the DUMC campus to publicize
HealthStream's products and services to DUMC
physicians, faculty and staff.


HealthStream will provide up to $* in external
marketing of this new partnership.


-------------------------------------------------------------------------------- Confidential HealthStream/Duke University Medical Center 03/22/00


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Proprietary CME As part of this global partnership, DUMC will Gateway/Distribution utilize HealthStream's CME delivery system and
courses as its' online CME platform. Links to
HealthStream's site will be provided at
http://www2.mc.duke.edu/depts/som/docme/welcomeframe.html.
A unique, personalized gateway page will be
created for DUMC by HealthStream at no charge to
ensure visitors recognize this effort as a DUMC
prod ...