<PAGE>
                                                                     Exhibit 5.1


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

                      EDUCATION SERVICES PROVIDER AGREEMENT

         This Education Services Provider Agreement ("Agreement"), is entered
into as of October 1, 2001 ("Effective Date") between HealthStream, Inc., a
Tennessee corporation with its principal place of business at 209 10th Avenue
South, Suite 450, Nashville, Tennessee 37203 ("HealthStream") and HCA
Information Technology & Services, Inc. a Tennessee Corporation with its
principal place of business at 2555 Park Plaza, Nashville, Tennessee 37203
("IT&S").

         WHEREAS, HealthStream provides training and education services to
healthcare organizations;

         WHEREAS, HealthStream has entered into an agreement with Healthtrust
Purchasing Group, LP ("HPG") for the purpose of providing such Services to
members of HPG;

         WHEREAS, IT&S and its affiliates are members of HPG and own and operate
healthcare provider organizations and have affiliations with other owners and
operators of healthcare provider organizations;

         WHEREAS, IT&S wishes to access and utilize HealthStream's training and
education services and to make such services available to its affiliated
entities, and HealthStream has agreed to provide such training and education
services to IT&S;

         WHEREAS, IT&S and HealthStream wish to provide for appropriate
consideration for the services obtained under this Agreement and each
acknowledge the sufficiency and adequacy of the value, concessions, and
recitations set forth herein;

         NOW THEREFORE, IT&S and HealthStream agree as follows:

1.   DEFINITIONS. As used in this Agreement, the following terms shall have the
     meanings assigned below:

1.1.     "Authorized Users" shall mean persons who access portions of the
         Services that may require user registration and authentication in
         compliance with terms of HealthStream's Services. Persons accessing the
         Services at more than one Provider location shall count as only one
         Authorized User and be included in the number of Authorized Users for
         their home location.

1.2.     "Confidential Information" shall mean the User Data, individual
         performance records of Authorized Users, the identity and individual
         performance records of Providers, financial and tax information, the
         object and source codes and documentation for proprietary software, and
         such other information that is confidential or proprietary business
         information and delivered or disclosed pursuant to this Agreement.

1.3.     "Content" shall mean all the information, excluding User Data,
         disseminated by HealthStream in providing the Services. Content
         includes HealthStream Courseware, Third-Party Courseware, IT&S
         Courseware, Delmar Content, promotional information, messages and
         communication to Authorized Users, software (in object code format),
         scripting, photos, text, video, graphics, sounds, images and other
         material and services provided hereunder by HealthStream through the
         Gateways, including the Gateways.




                                                                    Page 1 of 27
<PAGE>

1.4.     "Delmar Content" shall mean the Web-ready version of Delmar's Medical
         Terminology, an interactive reference, practice and assessment tool
         licensed to HealthStream by Delmar Thomson Learning, a division of
         Thomson Learning Inc., ("Delmar"), which is organized into three main
         categories: Word Building, Body Systems, and Specialties. Technical
         specifications include:

                  -        MS IIS
                  -        Macromedia Shockwave movies
                  -        Plug-ins: Macromedia Flash, Real Video, Real Audio
                  -        SQL Server

1.5.     "Expiration Date" shall mean four years from the Effective Date.

1.6.     "Gateways" shall mean the online Web sites enabled by HealthStream
         Web-based applications that allow Authorized Users access to the
         Services offered pursuant to the terms of this Agreement. Gateways are
         designed to be IT&S or Provider specific in branding and identification
         pursuant to Section 2 herein.

1.7.     "HealthStream Courseware" shall mean those courses subscribed to by
         IT&S that are the proprietary property of HealthStream and are provided
         to Authorized Users through the Gateways pursuant to the terms of this
         Agreement or any amendments hereto. HealthStream Courseware may include
         both currently available courses as well as courses that may be
         developed by HealthStream in the future.

1.8.     "HHS" shall mean the Department of Health and Human Services.

1.9.     "HPG" shall mean HealthTrust Purchasing Group, LP.

1.10.    "IT&S Courseware" shall mean those courses based upon IT&S or Provider
         materials and information that have been conformed for Web use by
         HealthStream or those courses provided by IT&S or Providers to
         HealthStream in Web-ready format. IT&S Courseware will be provided to
         Authorized Users by HealthStream pursuant to the terms of this
         Agreement.

1.11.    "Learning Management System" or "LMS" shall mean the system for
         managing, tracking, and reporting usage of courseware by Authorized
         Users, including the online tracking of usage of courseware by
         Authorized Users and attendance for classroom instruction.

1.12.    "Personal Information" shall mean information submitted by the
         Authorized Users of the Services for personal identification, profiling
         and report generation. Such Personal Information may include the name,
         employer, department, social security number, profession, address, and
         past educational activities for Authorized Users.

1.13.    "Provider" shall mean healthcare provider facilities that receive
         Services under this Agreement.

1.14.    "Regulatory Courses" shall mean the courses listed on Exhibit C
         attached hereto that are a subset of HealthStream Courseware. IT&S
         understands that the Regulatory Courses provided under this Agreement
         are designed to provide generic training relating to course topics and
         that the courses in no way eliminate the need for an on-site
         facilitator to address site-specific training questions on issues
         unique to any of IT&S's sites or as required by the Occupational Safety
         and Health Administration (OSHA), Joint Commission on Accreditation of
         Healthcare Organizations (JCAHO) or other regulatory agencies.

1.15.    "Reports" shall mean standard and customized reports to be produced by
         HealthStream with respect to use of the Services by Authorized Users,
         including, but not limited to, those reports described on Exhibit D
         attached hereto.



                                                                    Page 2 of 27
<PAGE>

1.16.    "Services Fees" shall mean, collectively, the Learning and
         Administrative Services Fee, IT&S Courseware Fee, Support Fee, Gateway
         Initialization Fee, Report Creation Fees, Courseware Development Fees,
         Delmar Fee and Custom Development Fees, as well as any other fees paid
         to HealthStream for Services or any other educational courses obtained
         from or through HealthStream.

1.17.    "Services" shall mean, collectively, the Learning Services,
         Administrative Services, Support Services, Gateway Initialization
         Services, Report Creation Services, Courseware Development Services,
         Custom Development Services, access to the Learning Management System
         and all other services as provided by HealthStream to IT&S pursuant to
         the terms of this Agreement or any Work Order under, or amendment to
         this Agreement.

1.18.    "Third-Party Courseware" shall mean those courses licensed to
         HealthStream by third-parties and which are provided to Authorized
         Users through the Gateways pursuant to the terms of this Agreement or
         any amendments hereto.

1.19.    "User Data" shall mean the Personal Information and other data
         submitted and generated by Authorized Users of the Services under this
         Agreement. Both parties shall have access to User Data subject to
         Sections 4.4, 4.5 and 4.6 herein.

2.   SERVICES. For the Services Fees specified in Article 3 herein, HealthStream
     hereby agrees to perform the Services for IT&S, Providers and its
     Authorized Users based upon the terms of this Agreement.

2.1      Learning Services. HealthStream hereby agrees to maintain, at its cost,
         Gateways on the World Wide Web so that Authorized Users may access,
         register for and take courses (the "Learning Services") through the use
         of a password on the Gateway. The Learning Services provided hereunder
         will enable each Authorized User to:

         A.       Register on the Gateway;
         B.       Search, select, enroll and take courses;
         C.       Take exams and have exams graded and scored;
         D.       Access a personalized educational transcript that documents
                  each Authorized User's completed courses, completion dates
                  and test scores (the "Educational Transcript");
         E.       Utilize the LMS; and
         F.       Obtain Reports.

2.2.     Administrative Services. The services provided pursuant to this Section
         2.2 shall be known as the "Administrative Services."

         2.2.1.   Authorized User Control. HealthStream will provide control
                  services to allow specified IT&S and Provider personnel to
                  identify Authorized Users and assign courses to be used by
                  Authorized Users.

         2.2.2.   Reporting. HealthStream hereby agrees to create, store and
                  provide timely access to Reports to IT&S, Providers, and
                  Authorized Users.

2.3.     Support Services. The Phone Support Services and Email Support Services
         provided pursuant to this Section 2.3 shall be known as the "Support
         Services."

         2.3.1.   Phone Support Services. IT&S's call center shall provide first
                  level support via telephone to Authorized Users to obtain
                  answers to questions regarding the routine provision of
                  Learning Services and Administrative Services ("Phone Support



                                                                    Page 3 of 27
<PAGE>

                  Services"). HealthStream hereby agrees to provide to IT&S's
                  call center Phone Support Services if personnel of IT&S cannot
                  resolve the issue. Phone Support Services shall be available
                  to the IT&S's call center from 8 AM to 5 PM Central Time,
                  Monday through Friday, except for normal holidays.
                  HealthStream shall expand this time to 7 AM to 7 PM Central
                  time effective January 1, 2002.

         2.3.2.   Email Support Services. IT&S's call center shall provide first
                  level support via electronic mail to Authorized Users to
                  obtain answers to questions regarding the routine provision of
                  Learning Services and Administrative Services ("Email Support
                  Services"). HealthStream hereby agrees to provide to IT&S's
                  call center Email Support Services if personnel of IT&S's call
                  center cannot resolve the issue. Electronic mail will be
                  answered during normal business hours, Central Time.

         2.3.3.   Error Correction Services. If IT&S or a Provider suspects that
                  an error is preventing provision of any of the Services or
                  that the Services are not being provided in compliance with
                  HealthStream's obligations under this Agreement, IT&S or a
                  Provider shall notify HealthStream of the suspected error or
                  deficiency and HealthStream shall use commercially reasonable
                  efforts to confirm such suspected error or deficiency and to
                  correct such within a reasonable length of time. If the
                  existence of an error or other deficiency cannot be confirmed
                  by HealthStream, then HealthStream and IT&S shall collaborate
                  to identify such error or deficiency. If the existence of an
                  error is confirmed by HealthStream, HealthStream shall correct
                  it as part of Support Services, but only to the extent that
                  the obligation to correct such error shall be in conformity
                  with Sections 6 (Warranty) and 12.6 (Force Majeure) of this
                  Agreement. However, provided that, HealthStream is obligated
                  to correct any defects addressed in items (a) through (e) of
                  Section 6.1.6 regardless of whether HealthStream had knowledge
                  of such defects. If the existence of a suspected error is
                  determined to exist because of any condition attributable to
                  IT&S or a Provider, IT&S agrees to pay HealthStream for its
                  error confirmation and remedial services at HealthStream's
                  prevailing hourly rate for HealthStream's personnel time, plus
                  reimbursement for reasonable travel and living expenses
                  incurred by HealthStream personnel in connection with such
                  service. Any invoice for such expenses shall be supported by
                  receipts. HealthStream will not initiate any remedial services
                  for which IT&S is obligated to pay HealthStream until IT&S
                  agrees to the scope and cost of such services.

         2.3.4    Additional Services. In the event IT&S or any Provider
                  requests any support or services other than those included
                  under the terms of this Agreement, including consulting
                  services, HealthStream shall, depending upon the availability
                  of its personnel, furnish such support or support services
                  subject to additional fees, terms and conditions, if any, as
                  mutually agreed in a work order.

2.4.     Gateway Initialization Services. HealthStream hereby agrees to set up
         each Gateway for operation for each Provider according to the
         specifications described in Exhibit A attached hereto (the "Gateway
         Initialization Services"). Upon delivery of the Gateway Initialization
         Services, Provider shall have twenty-five (25) business days to examine
         the Gateway Initialization Services and inform HealthStream of a
         failure to conform to the specifications contained in Exhibit A
         attached hereto. If no such failure is communicated by Provider to
         HealthStream within this time period, the Gateway Initialization
         Services shall be deemed accepted. Such acceptance shall not relieve
         HealthStream of its obligation to meet the specifications. If at any
         time the Gateway Initialization Services fail to conform to the
         specifications, HealthStream shall correct, modify or improve the
         Gateway Initialization Services to meet the specifications.



                                                                    Page 4 of 27
<PAGE>

2.5.     Custom Development Services. HealthStream will at the request of IT&S
         develop additional features for the delivery of Learning Services and
         Administrative Services, (the "Custom Development Services"). To
         request Custom Development Services, IT&S or Provider will submit a
         project work request to HealthStream in the format prescribed by
         HealthStream to define the scope of the Custom Development Services on
         a per project basis. After reviewing the project work request form and
         conferring with IT&S or Provider as applicable, within a reasonable
         period of time HealthStream will provide a statement of work to be
         included in a work order substantially in the form of Exhibit E
         attached hereto for both parties to approve prior to performing the
         Custom Development Services. Each Work Order may have a provision for
         either an incentive for on-time delivery or a penalty for late delivery
         by HealthStream.

2.6.     Courseware Development Services. HealthStream will at the request of
         IT&S develop IT&S Courseware or customize HealthStream Courseware for
         IT&S and Providers (the "Courseware Development Services"). To request
         Courseware Development Services, IT&S or Provider will submit a project
         work request to HealthStream in the format prescribed by HealthStream
         to define the scope of the Courseware Development Services on a per
         project basis. After reviewing the project work request form and
         conferring with IT&S or Provider as applicable, within a reasonable
         period of time HealthStream will provide a statement of work to be
         included in a work order substantially in the form of Exhibit E
         attached hereto for both parties to approve prior to performing the
         Courseware Development Services. Each Work Order may have a provision
         for either an incentive for on-time delivery or a penalty for late
         delivery by HealthStream.

2.7.     Enhancements. Any improvements and/or enhancements to the LMS and
         theHealthStream Courseware which are developed solely at the discretion
         of HealthStream and not pursuant to (i) any request by IT&S or any
         other third-party for Custom Development Services or Courseware
         Development Services or (ii) the Work Order(s) contemplated by Section
         2.8 of this Agreement, shall be made available to IT&S and Authorized
         Users at no additional cost to IT&S.

2.8.     Learning Management System Enhancements. HealthStream and IT&S
         acknowledge that they will meet to discuss the needs for any upgrades
         and enhancements to the LMS, including, but not limited to, the
         reporting of courseware usage and classroom attendance by individuals,
         facilities, divisions, groups, and /or classes; and the performance of
         administrative functions, such as, but not limited to, setting up and
         planning for classes, courses and credits to be received for
         participation in classes and taking courseware. The parties acknowledge
         and agree that they shall meet within thirty (30) days of the Effective
         Date to assess the current functions of the LMS, identify the functions
         currently in development and establish a timetable for further
         development with the understanding that the LMS shall include all of
         the functions previously described in this Section 2.8. At these
         meetings the parties will also discuss any additional modifications,
         upgrades and enhancements to be made for the LMS, including any costs
         to be incurred by either party for such modifications, upgrades and
         enhancements. A Work Order shall be entered into by the parties to
         reflect their understanding as to the modifications, upgrades and
         enhancements to be developed.

2.9.     Changes to HealthStream and Third-Party Courseware. HealthStream agrees
         to provide IT&S: (i) at least sixty (60) days prior notice as to any
         changes being made to the HealthStream Courseware; and (ii) notice
         within three (3) business days of receiving notice itself from a
         third-party courseware provider of any changes to Third Party
         Courseware. In either case, notice shall be provided by letter or email
         to IT&S addressed to the attention of IT&S Director of Education.



                                                                    Page 5 of 27
<PAGE>

3.   SERVICE PLACEMENT AND FEES.

3.1.     Services Placement. HealthStream grants IT&S the non-exclusive,
         non-transferable right to contract the delivery of the Services to
         Providers. Each Provider that contracts with IT&S for data processing
         services shall be able to have access to the Services.

         3.1.1    Any Provider facility that is sold to an independent third
                  party shall not continue to utilize the Services after the
                  closing date for such transaction. If a divested Provider is a
                  member of HealthTrust Purchasing Group, then HealthStream
                  agrees to make Services available to the divested Provider
                  under terms of the agreement between HealthStream and
                  HealthTrust Purchasing Group. If a divested Provider is not a
                  member of HealthTrust Purchasing Group, then HealthStream
                  agrees to make Services available to the divested Provider
                  under terms comparable to those available to HealthTrust
                  Purchasing Group members. In either case, if IT&S has an
                  agreement with the divested Provider for the provision of data
                  processing services continuing beyond the divestiture, then
                  pursuant to its data processing services agreement, IT&S will
                  assist the divested Provider with its transition to a direct
                  relationship with HealthStream for the provision of the
                  Services.

         3.1.2    HealthStream shall have the right to license use of IT&S
                  Courseware through HealthStream's own Web sites for use by
                  other customers of HealthStream, in a manner and for a payment
                  to IT&S that shall be mutually agreed upon in writing by the
                  parties.

3.2      Service Fees. In consideration of the Services provided hereunder, IT&S
         shall pay to HealthStream:

         3.2.1.   Fee for Learning and Administrative Services. A fee equal to *
                  per year per Authorized User (the "Learning and Administrative
                  Services Fee") shall be charged by HealthStream for providing
                  access to the Learning Services and Administrative Services,
                  including access to the courses set forth on Exhibit C, and
                  shall be billed at * per month per Authorized User. Billing
                  shall commence for each Authorized User once listed in
                  HealthStream's database. Access to any additional courses,
                  including other HealthStream Courseware and Third-Party
                  Courseware shall be at an additional cost. The population of
                  Authorized Users shall be calculated on a monthly basis.

         3.2.2.   IT&S Courseware. For purposes of this Agreement, the fee for
                  access to the IT&S Courseware provided through the Gateways is
                  contained in the Learning and Administrative Services Fee,
                  subject to payment by IT&S of hosting fees that shall be
                  negotiated on a case by case basis (the "IT&S Courseware
                  Fees").

         3.2.3.   Support Fee for Support Services. IT&S's call center will be
                  given un-metered access to the Support Services. For purposes
                  of this Agreement, the fee for support (the "Support Fee") is
                  contained in the Learning and Administrative Services Fee.

         3.2.4.   Gateway Initialization Fee for Gateway Initialization
                  Services. A one-time per Gateway fee equal to * for each
                  Gateway, billed monthly for each Gateway made operational and
                  accepted under Section 2.4 during the prior month (the
                  "Gateway Initialization Fee").

         3.2.5.   Report Creation Fee for Report Creation Services. Customized
                  reports in addition to those listed in Exhibit D attached
                  hereto will be created by HealthStream for IT&S and Providers
                  (the "Report Creation Services") at mutually agreed prices
                  (the "Report Creation Fee").



                                                                    Page 6 of 27
<PAGE>

         3.2.6.   Custom Development Fee. Fees for Custom Development Services
                  will be mutually agreed upon by both parties when the scope of
                  each courseware development project is identified (the "Custom
                  Development Fees").

         3.2.7.   Courseware Development Fee for Courseware Development
                  Services. Fees for Courseware Development Services will be
                  mutually agreed upon by both parties when the scope of each
                  courseware development project is identified (the "Courseware
                  Development Fees").

         3.2.8.   Fee for Delmar Content. In consideration of HealthStream
                  providing Delmar Content to Authorized Users, IT&S agrees to
                  pay to HealthStream * (the "Delmar Fee") plus an additional
                  one time payment of * of the Delmar Fee * as a service fee for
                  HealthStream deploying, and managing the Delmar Content using
                  HealthStream's proprietary online course management system via
                  the Services, payable to HealthStream in two (2) equal annual
                  installments and due and payable to HealthStream according to
                  the following schedule:

                           -        * on November 30, 2001; and

                           -        * on November 30, 2002.

                  HealthStream shall pay the Delmar Fee to Delmar. The fee
                  stated in Section 3.2.1 herein shall cover the right of IT&S
                  and Authorized Users to access the Delmar Content, and IT&S
                  shall not pay HealthStream or Delmar any additional fees for
                  providing Delmar Content to Authorized Users. IT&S shall have
                  access to the Delmar Content in consideration of the above
                  fees until March 1, 2005.

3.3      Payment. The Services Fees, and any fees set forth below, are due each
         month upon receipt of an invoice from HealthStream, subject to Section
         3.5 herein, and payable within thirty (30) days after receipt.
         HealthStream will provide hard copy invoices detailing all Services
         Fees. In addition, invoices shall be submitted electronically in
         (*.txt) Text Only format in form and content as specified in Exhibit B
         attached hereto, or as mutually agreed between the parties from time to
         time.

3.4      Annual Commitment. IT&S makes a commitment to pay twelve million
         dollars (US$12,000,000.00) in Services Fees over the Initial Term of
         this Agreement (the "Total Commitment") as provided in Section 3.5. In
         meeting the Total Commitment, IT&S shall pay at least * in Services
         Fees during each year of the Initial Term (each an "Annual
         Commitment"). Payments directly paid to HealthStream by Providers or
         Authorized Users for the Services accessed through the Gateways shall
         be credited to both the Total Commitment and the Annual Commitment. *

3.5      Annual and Total Commitment Reconciliations. Pursuant to each Annual
         Commitment, provided HealthStream is in compliance with all material
         obligations hereunder, IT&S agrees to pay HealthStream any shortfall
         between any Services Fees billed during each year of the Initial Term
         and each Annual Commitment of * within thirty (30) days of the end of
         each year of this Agreement and, at the end of the Initial Term, any
         shortfall between the total Services Fees received by HealthStream from
         IT&S, Providers, Authorized Users * over the Initial Term, and the
         Total Commitment of twelve million dollars ($12,000,000), within sixty
         days following the end of the Initial Term. If in any contract year
         Service Fees fail to reach the Annual Commitment, and IT&S pays the
         applicable shortfall amount, then such shortfall amount shall be usable
         by IT&S as a credit towards any Service Fees payable for the next
         subsequent contract year in excess of that year's Annual Commitment. At
         the end of each quarter during the fourth year of the Initial Term, the
         parties shall determine whether the cumulative Services Fees received
         by HealthStream from IT&S, Providers, Authorized Users *



                                                                    Page 7 of 27
<PAGE>

         are less than the quarterly Services Fees targets of * for the end of
         the first, second and third quarters, respectively (each a "Quarterly
         Target"), with any difference between a Quarterly Target and the
         cumulative amount of Services Fees actually received by HealthStream
         being a "Commitment Difference." In the event a Commitment Difference
         exists, HealthStream may bill the Commitment Difference to IT&S in the
         first month of the following quarter. If in any quarter in the fourth
         year of the Initial Term cumulative Services Fees fail to reach the
         Quarterly Target, and IT&S pays the applicable shortfall amount as
         billed, then such shortfall amount(s) shall be usable by IT&S as a
         credit towards any Service Fees payable in any subsequent quarter
         during the Initial Term in excess of that quarter's Quarterly Target.
         Any difference remaining between the Total Commitment and the
         cumulative Services Fees actually collected at the end of end of the
         Initial Term shall be billed within sixty (60) days of the end of the
         Initial Term.

3.6      Fees Related to Additional Products and Services. Except as otherwise
         set forth in this Agreement, any modifications to the Services, which
         are requested by IT&S, may be accompanied by additional fees as
         determined by HealthStream, and approved in writing by IT&S prior to
         initiation of such modification. If HealthStream initiates a
         modification or enhancement on its own initiative without a request by
         IT&S, then there will be no additional costs or fees for such
         modification prior to the Expiration Date.

3.7      Payment Terms. All undisputed amounts due hereunder must be paid within
         thirty (30) days after the date of receipt of an invoice (the "Due
         Date"). For any payment not received within fifteen (15) days of its
         Due Date, HealthStream shall have the right to assess past due amounts
         at the rate of one percent (1%) per month; provided, however, if such
         rate is not then lawful, HealthStream shall have the right to assess
         any such payment at the highest lawful rate then available.

4.   INTELLECTUAL PROPERTY.

4.1.     Content. Content may be accessed by IT&S and any Authorized User only
         for the purposes of viewing, browsing or ordering products and services
         from HealthStream, subject to the restrictions described herein.

4.2.     Prohibited Use of Content. The Content is protected in the U.S. and
         internationally by a variety of laws, including without limitation,
         copyright laws, trademark laws and other proprietary rights laws.
         HealthStream is not granting IT&S or any Authorized User permission to
         use the Content other than as expressly stated in this Agreement.
         Except as stated herein and in Section 5 hereof, none of the Content
         may be copied, reproduced, distributed, republished, downloaded,
         displayed, posted or transmitted, in any form or by any means,
         including without limitation, electronic, mechanical, photocopying, or
         recording, without the prior written permission of HealthStream.

4.3.     Trademarks. The trademarks, service marks, and logos (collectively, the
         "Trademarks") used and displayed on the Content are registered and
         unregistered trademarks of HealthStream, IT&S, Providers, Authorized
         Users and others. Nothing in this Agreement, the Gateway or on any
         HealthStream Web site should be construed as granting, by implication,
         estoppel, or otherwise, any license or right to use any Trademark
         displayed on the Gateway or on any HealthStream Web site, without the
         express written permission of the Trademark owner. IT&S, Providers,
         Authorized Users and HealthStream will refrain from issuing each
         other's name or logo as a link to any network site unless establishment
         of such a link is approved in advance and in writing by the owner of
         the name or logo.

4.4.     Confidential and Proprietary Information. With respect to the Custom
         Development Services



                                                                    Page 8 of 27
<PAGE>

         provided in Section 2 herein, HealthStream acknowledges that
         Confidential Information provided by IT&S, Providers or Authorized
         Users is protected by law. HealthStream will neither disclose such
         information, directly or indirectly, nor use such information for any
         purpose except to perform the services described in this Agreement,
         except as provided below, or outlined in Sections 4.5 and 4.6 herein.
         All documents or records of a disclosing party which may be used or
         received by HealthStream shall remain exclusive property of the
         disclosing party. IT&S, on behalf of itself and the Providers,
         acknowledges that Confidential Information provided by HealthStream is
         also protected by law. IT&S and the Providers will neither disclose
         such information, directly or indirectly, nor use such information for
         any purpose except to perform the services described in this Agreement.
         Both parties shall take appropriate action, by instruction to or
         agreement with its employees, agents and subcontractors, to maintain
         the confidentiality of the Confidential Information. Both parties shall
         exercise at least the same degree of care to safeguard the
         confidentiality of the other party's Confidential Information as it
         does to safeguard its own proprietary confidential information of equal
         importance, but not less than a reasonable degree of care. Both parties
         shall promptly notify the other party in the event that it learns of
         any unauthorized release of Confidential Information. Neither party
         shall have any obligation with respect to: (a) Confidential Information
         publicly known prior to the disclosure or which becomes publicly known
         through no wrongful act of the receiving party; (b) Confidential
         Information that was in lawful possession of the recipient prior to the
         disclosure, without any confidentiality obligation; (c) Confidential
         Information that was independently developed by the recipient outside
         the scope of this Agreement and without access to information received
         from the other party pursuant to this Agreement; (d) Confidential
         Information that was disclosed to the recipient by an unrelated third
         party in lawful possession of the information and not in breach of any
         confidentiality obligation with respect to such information; or (e)
         Confidential Information required to be disclosed pursuant to
         regulatory action or court order, provided adequate prior written
         notice of any such request to product is given to the discloser of the
         information. Upon the termination of this Agreement, both parties
         shall: (i) immediately cease to use the Confidential Information; (ii)
         return to the other party Confidential Information and all copies
         thereof within thirty (30) days of the termination or destroy the
         Confidential Information in accordance with the other party's policy
         and all-applicable state and federal laws; or (iii) upon request,
         certify in writing to the other party that it has complied with its
         obligations set forth in (i) and (ii) above. The parties acknowledge
         that monetary remedies may be inadequate to protect their rights with
         respect to Confidential Information and that, in addition to legal
         remedies otherwise available to either party, injunctive relief is an
         appropriate judicial remedy to protect either party's rights in
         Confidential Information. Either party may enforce the other party's
         obligations hereunder by seeking equitable relief which remedy shall be
         nonexclusive. Both parties agree to provide reasonable assistance and
         cooperation upon the request of the other party in connection with any
         litigation against third parties to protect Confidential Information

4.5.     Aggregated Data. HealthStream agrees not to distribute any individually
         identifiable User Data that may be collected or received by
         HealthStream. IT&S grants HealthStream an unrestricted, royalty-free,
         irrevocable license to maintain and distribute aggregated compilations
         of User Data ("Aggregated Data") such that Personal Information and the
         identity of IT&S and Providers is not included. Aggregated Data will be
         used for measurement of performance norms for all HealthStream clients
         and will likewise include performance information generated by other
         HealthStream clients. The process of collecting and generating
         Aggregated Data assists HealthStream clients to maximize the
         effectiveness of the Services for their employees. HealthStream will
         adhere to all HHS or United States governmental regulations regarding
         privacy of User Data. The right to maintain and distribute



                                                                    Page 9 of 27
<PAGE>

         Aggregated Data shall survive this Agreement. HealthStream will provide
         IT&S with Aggregated Data upon request.

4.6.     Licensing Organization Distribution. In the regular course of
         performing the Services, HealthStream may distribute certain User Data
         to licensing organizations for the benefit of Authorized Users upon
         either their request or the request of IT&S or a Provider. The release
         of such information is consistent with the current practice used by
         Authorized Users themselves when reporting educational activity for
         credit toward professional licensure. HealthStream will release only
         the minimum information required by the licensing organizations to
         adequately credit Authorized Users for educational activities
         completed. The provisions of this Section 4.6 shall survive any
         termination of this Agreement.

4.7.     Title. Title to IT&S Courseware (including Web versions thereof subject
         to this Section 4.7) remains in name of IT&S or Providers, as
         applicable, and HealthStream shall not use IT&S Courseware except as
         expressly allowed under this Agreement or as otherwise agreed to by the
         parties. Subject to this Section 4.7, nothing in this Agreement, either
         express or implied, shall give HealthStream any right, title or
         ownership in and to IT&S Courseware. This Agreement does not grant
         HealthStream a license to use or distribute the IT&S Courseware other
         than as set forth herein. IT&S and Providers retain the right to
         otherwise use or license IT&S Courseware in their sole discretion.
         Title to HealthStream Courseware remains in name of HealthStream or its
         licensors, as applicable, and IT&S and Providers shall not use
         HealthStream Courseware except as expressly allowed under this
         Agreement. HealthStream shall retain title to any software code it uses
         to conform IT&S Courseware into a Web based format; provided that,
         HealthStream grants IT&S and Providers a transferable, non-terminable,
         worldwide, royalty free license to use such software code to the extent
         necessary to make IT&S Courseware available to Providers as provided
         under this Agreement.

5.   IT&S AND AUTHORIZED USER CONDUCT.

5.1.     Permitted and Prohibited Conduct. IT&S and any Authorized User may
         access, download, or copy Content located on the Gateways, only for
         non-commercial use within IT&S's organization, provided that IT&S
         retains all copyright, trademark and other proprietary notices
         contained in such Content in all printed and other copies.
         Specifically, IT&S, Providers, and Authorized Users shall have the
         right to make copies of Courseware only as required by regulatory
         and/or accreditation organizations, or to comply with legal obligations
         under any agreement with a governmental entity. IT&S and any Authorized
         User may not de-compile, reverse engineer, modify, distribute,
         transmit, display, perform, reproduce, publish, license, create
         derivative works from, transfer, or sell any information, software,
         products, or services obtained from the Gateways.

5.2.     Prohibited Distribution. In no event may IT&S and any Authorized User,
         directly or indirectly, sell or offer for sale any Content located on
         the Gateways or upload, distribute, or otherwise publish Content in any
         other form or medium.

5.3.     Prohibited Infringement. Neither IT&S nor any Authorized User shall
         knowingly upload to, or distribute or otherwise publish through the
         Gateways any content that violates or infringes the rights of any
         persons, including but not limited to, rights in copyrights, patents,
         trademarks, trade secrets, and other proprietary rights.

5.4.     Prohibited Information. IT&S nor any Authorized User shall knowingly
         upload to, or distribute or otherwise publish through the Gateways any
         content that (1) is libelous, threatening, defamatory, obscene,
         indecent, pornographic, abusive, or could give rise to any civil or
         criminal liability under U.S. or international law, or (2) includes any
         bugs, viruses, worms,



                                                                   Page 10 of 27
<PAGE>

         trojan horses, or other harmful properties. IT&S and any Authorized
         User will not use the Gateways for, or to further, any illegal
         purposes.

5.5.     Prohibited Solicitation. Neither IT&S, HealthStream or any Authorized
         User shall upload to, or distribute or otherwise publish through the
         Gateways any content containing any solicitations of funds,
         advertising, or solicitations for goods or services, without prior
         written agreement between IT&S and HealthStream.


6.   WARRANTIES AND REPRESENTATIONS.

6.1.     HealthStream warrants and represents that:

         6.1.1.   all of the Services HealthStream performs under this Agreement
                  will be performed in a professional and workmanlike manner,
                  consistent with generally accepted industry standards, using
                  properly trained personnel and in conformance with standards
                  and specifications expressly stated herein;

         6.1.2.   HealthStream has all requisite power, authority and legal
                  right to execute, deliver and perform its obligations under
                  this Agreement and all of such actions have been duly and
                  validly authorized by all necessary proceedings on the part of
                  HealthStream;

         6.1.3.   no authorization, consent, approval, license, permit,
                  exemption or other action by, and no registration,
                  qualification, designation, declaration or filing with any
                  governmental authority is or will be necessary in connection
                  with the execution of this Agreement and HealthStream will
                  comply with all applicable laws and regulations in the
                  performance of its obligations under this Agreement;

         6.1.4.   the execution and delivery of this Agreement by HealthStream
                  does not and will not (a) violate any applicable law; or (b)
                  conflict with or result in a material breach of or default
                  under any agreement or instrument to which HealthStream is a
                  party or by which any of its properties is bound;

         6.1.5.   there is no pending action, suit or threatened proceeding by
                  or before any governmental authority against HealthStream that
                  in any way affects, or may affect, HealthStream's ability to
                  enter into this Agreement or perform any of HealthStream's
                  obligations hereunder;

         6.1.6.   to the best of HealthStream's knowledge, HealthStream's
                  performance of this Agreement and its provision of content
                  (other than IT&S Courseware), shall not (a) impair or infringe
                  on the intellectual property rights of any third party or any
                  rights of publicity or privacy; (b) violate any law, including
                  without limitation, the laws and regulations governing export
                  control, unfair competition, anti-discrimination or false
                  advertising; (c) be defamatory, trade libelous, or unlawfully
                  harassing; (d) be obscene, child pornographic or indecent; (e)
                  contain any viruses, Trojan horses, trap doors, Easter eggs,
                  worms, time bombs, or other computer programming routines
                  intended to damage, interfere with, intercept, or expropriate
                  any hardware, software, data or peripheral equipment system;

         6.1.7.   unscheduled system downtime will not exceed 3% in a given
                  calendar year (i.e. system up 97%) due to the Services being
                  unavailable as a result of application error and not related
                  to IT&S's Internet service provider, computer network or
                  anything else outside of HealthStream's control; and

         6.1.8.   any Content that has been represented as being accredited by
                  an accrediting body shall be so accredited or has been
                  represented as being in compliance with a regulatory agency
                  shall so comply.



                                                                   Page 11 of 27
<PAGE>

6.2.     IT&S warrants and represents that:

         6.2.1.   IT&S has all requisite power, authority and legal right to
                  execute, deliver and perform its obligations under this
                  Agreement and all of such actions have been duly and validly
                  authorized by all necessary proceedings on the part of IT&S;

         6.2.2.   the execution and delivery of this Agreement by IT&S does not
                  and will not (a) materially violate any applicable law; or (b)
                  conflict with or result in a material breach of or default
                  under any agreement or instrument to which IT&S is a party or
                  by which any of its properties is bound;

         6.2.3.   IT&S shall not allow any other entity or third party to
                  purchase, license or sublicense the Services, except those
                  Providers as provided herein;

         6.2.4.   IT&S shall be responsible for any and all taxes, other than
                  HealthStream income tax, applicable to or in connection with
                  the services rendered by HealthStream pursuant to the terms of
                  this Agreement; and

         6.2.5.   the content submitted to HealthStream for the Gateway
                  Customization Services shall not knowingly infringe any
                  patents, copyrights, trade secrets, or other proprietary
                  rights of any third parties, and IT&S will have no reason to
                  believe that any such infringement or claims thereof could be
                  made by third parties.

7.       DISCLAIMER OF WARRANTIES.

7.1.     THE WARRANTIES EXPRESSED IN SECTION 6 HEREIN REPRESENT THE ENTIRE
         WARRANTY OF HEALTHSTREAM WITH RESPECT TO THIS AGREEMENT, AND ARE IN
         LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR
         IMPLIED.

7.2.     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE "GATEWAYS" AND THE
         "SERVICES" AND ALL OTHER OBLIGATIONS PROVIDED BY HEALTHSTREAM PURSUANT
         TO THE TERMS OF THIS AGREEMENT ARE PROVIDED "AS-IS" WITHOUT ANY
         WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
         LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
         PARTICULAR PURPOSE.

7.3.     DUE TO THE NUMBER OF SOURCES FROM WHICH "CONTENT" DELIVERED VIA THE
         "SERVICES" IS OR WILL BE OBTAINED, AND THE INHERENT HAZARDS OF
         ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES
         IN SUCH CONTENT AND THE SERVICES. THE SERVICES COULD INCLUDE TECHNICAL
         OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. PERIODICALLY, CHANGES
         MAY BE MADE IN THE CONTENT PROVIDED IN THE "SERVICES". HEALTHSTREAM
         WARRANTS THAT IT WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO
         ENSURE THE ACCURACY, COMPLETENESS, CURRENTNESS OF THE HEALTHSTREAM
         COURSEWARE. HEALTHSTREAM DOES NOT CLAIM COMPREHENSIVENESS OR THE
         ABSENCE OF ERRORS. HEALTHSTREAM ASSUMES NO INDIRECT RESPONSIBILITY FOR
         THE USE OF THE SERVICES BY THE IT&S OR AUTHORIZED USERS. NEITHER PARTY,
         AUTHORIZED USERS NOR THEIR LICENSORS SHALL BE LIABLE FOR LOSS OF
         PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
         DAMAGES AS A RESULT OF USE OF THE SERVICES OR THE CONTENT, EVEN IF
         EXPRESSLY MADE AWARE OF THE POSSIBILITY THEREOF.



                                                                   Page 12 of 27
<PAGE>

7.4.     EXCEPT IN THE EVENT OF HEALTHSTREAM'S BREACH OF THE WARRANTY MADE IN
         SECTION 6.1 HEREOF, ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
         OBTAINED THROUGH THE USE OF THE GATEWAYS IS AT IT&S AND AUTHORIZED
         USER'S OWN DISCRETION AND RISK AND IT&S IS SOLELY RESPONSIBLE AND
         LIABLE FOR ANY DAMAGE TO IT&S OR AUTHORIZED USER'S COMPUTER SYSTEM OR
         FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR
         DATA. HEALTHSTREAM ASSUMES NO RESPONSIBILITY FOR THE USE OF THE
         GATEWAYS BY IT&S OR ANY AUTHORIZED USER.

7.5.     IN NO EVENT SHALL EITHER PARTY, AUTHORIZED USERS OR THEIR PARENT
         COMPANIES AND AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, REPRESENTATIVES, OR LICENSORS BE LIABLE FOR ANY
         INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER
         DAMAGES RESULTING FROM USE OF THE GATEWAYS, ITS CONTENT OR LINKS,
         INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR
         OTHER INTANGIBLES, EVEN IF A PARTY OR AUTHORIZED USER HAD BEEN ADVISED
         OF THE POSSIBILITY OF SUCH DAMAGES.

7.6.     THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE ANY TERMINATION OF THIS
         AGREEMENT.


8.   LINKS TO OTHER WEB SITES

HEALTHSTREAM MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEB SITE THAT
IT&S OR ANY AUTHORIZED USER MAY ACCESS THROUGH HEALTHSTREAM'S WEB SITE OR THE
GATEWAYS. WHEN IT&S OR ANY AUTHORIZED USER ACCESSES A NON-HEALTHSTREAM WEB SITE,
IT IS INDEPENDENT FROM HEALTHSTREAM, AND HEALTHSTREAM HAS NO CONTROL OVER THE
CONTENT ON THAT WEB SITE. IN ADDITION, A LINK TO A NON-HEALTHSTREAM WEB SITE
DOES NOT MEAN THAT HEALTHSTREAM ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE
CONTENT, OR THE USE, OF SUCH WEB SITE. IT IS UP TO IT&S OR ANY AUTHORIZED USER
TO TAKE PRECAUTIONS TO ENSURE THAT WHATEVER IT&S OR ANY AUTHORIZED USER SELECTS
FOR IT&S OR ANY AUTHORIZED USER'S USE IS FREE OF SUCH ITEMS AS VIRUSES, WORMS,
TROJAN HORSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. HEALTHSTREAM MAKES NO
REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY PRODUCTS OR SERVICES.

9.   LIMITATION OF LIABILITY

IN NO CASE SHALL THE AMOUNT OF DAMAGES PAYABLE BY ANY PARTY TO THE OTHER PARTY
FOR ANY CLAIM ARISING FROM THE SERVICES OR THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ITS WARRANTY PROVISIONS) EXCEED THE AMOUNTS PAID BY IT&S TO
HEALTHSTREAM UNDER THIS AGREEMENT DURING THE INITIAL TERM.

10.  INDEMNITY

10.1.    Indemnity by HealthStream. HealthStream shall defend, indemnify and
         hold IT&S, Providers and Authorized Users, their officers, directors,
         employees, consultants and agents harmless from any loss, liability,
         damage, cost, or expense (including reasonable counsel fees and
         litigation costs), arising out of any claims or suits that may be made
         or brought against IT&S by reason of the breach or alleged breach by
         HealthStream of the warranties or representations contained herein, or
         by reason of any infringement or alleged infringement of



                                                                   Page 13 of 27
<PAGE>

         any patent, trademark, copyright or trade secret right resulting from
         the Services provided herein. HealthStream shall have the sole right to
         conduct the defense of any such claim or action and all negotiations
         for its settlement or compromise, unless otherwise mutually agreed upon
         in writing, or unless HealthStream fails to assume its obligation to
         defend and IT&S is required to do so to protect its interests.

10.2.    Indemnity by IT&S. IT&S agrees to indemnify, defend and hold harmless
         HealthStream, its officers, directors, employees, consultants and
         agents from any and all third party claims, liability, damages and/or
         costs (including but not limited to reasonable attorney's fees) arising
         from IT&S or any Authorized User's violation of the terms and
         conditions hereunder, arising out of any claims or suits that may be
         made or brought against HealthStream by reason of the breach or alleged
         breach by IT&S of the warranties or representations contained herein,
         or by reason that the content in the IT&S Courseware infringes any
         patent, trademark, copyright or trade secret right. IT&S shall have the
         sole right to conduct the defense of any such claim or action and all
         negotiations for its settlement or compromise, unless otherwise
         mutually agreed upon in writing, or unless IT&S fails to assume its
         obligation to defend and HealthStream is required to do so to protect
         its interests.

10.3     This Article 10 shall survive the termination, cancellation or
         expiration of these terms and conditions.


11.  TERM AND TERMINATION.

11.1.    Term. This Agreement shall be in effect until the Expiration Date (the
         "Initial Term") and shall be automatically renewed for additional one
         (1) year periods unless notification by either party is provided
         forty-five (45) days in advance of the Expiration Date. During any
         renewal term, either party may terminate this Agreement at any time
         upon forty-five (45) days notice to the other party.

11.2.    Termination or Cancellation. This Agreement may be terminated or
         canceled upon the occurrence of one or more of the following events:

         11.2.1   by either party if the other party seeks protection under the
                  bankruptcy laws (other than as a creditor) or any assignment
                  is made for the benefit of creditors or a trustee is appointed
                  for all or any portion of such party's assets;

         11.2.2   by either party in the event that the other party hereto has
                  materially breached this Agreement; provided, however, that no
                  such termination shall be effective unless (i) the terminating
                  party provides the written notice ("Termination Notice") via
                  overnight courier to the other party setting forth the facts
                  and circumstances constituting the breach, and (ii) the party
                  alleged to be in default does not cure such default within ten
                  (10) business days following receipt of the Termination
                  Notice. In the event that the nature of the default specified
                  in the Termination Notice cannot be reasonably cured within
                  ten (10) business days following receipt of the Termination
                  Notice, a party shall not be deemed to be in default if such
                  party presents a schedule mutually agreeable to the other
                  party (in its reasonable discretion), within such ten (10) day
                  period, to cure the default, commences curing such default and
                  thereafter diligently executes the same to completion within
                  six (6) months. If the breach specified in the Termination
                  Notice is timely cured or cure is commenced and diligently
                  pursued, as provided above, the Termination Notice shall be
                  deemed rescinded and this Agreement shall continue in full
                  force and effect. Notwithstanding the foregoing, all
                  Termination Notices for non-payment must be cured within
                  thirty (30) days of receipt.



                                                                   Page 14 of 27
<PAGE>

11.3        Breach of Service Level Agreement. In the event of a breach by
            HealthStream of the representation set forth in Section 6.1.7, the
            Annual Commitments and the Total Commitment shall be reduced to take
            into account any inability for IT&S, Providers and Authorized Users
            to access HealthStream Courseware for any period in excess of the
            time allowed in Section 6.1.7.

11.4     Post Termination Obligations. In the event of termination of this
         Agreement by HealthStream due to a default by IT&S, Providers or
         Authorized Users, all fees previously due or owing by IT&S, Providers
         and Authorized Users as of the date of termination will be immediately
         due and payable in full. In the event of termination of this Agreement
         by IT&S due to a default by HealthStream, HealthStream shall reimburse
         IT&S for any amounts paid by IT&S, Providers or Authorized Users for
         Services not provided prior to termination. This is in addition to any
         other remedies available to the parties at law.

12.  MISCELLANEOUS

12.1     STATUTE OF LIMITATIONS. EXCEPT FOR ANY CLAIM FOR INDEMINTY UNDER
         ARTICLE 10, ANY ACTION OR CLAIM AGAINST HEALTHSTREAM FOR ANY DAMAGES
         ARISING OUT OF, OR RELATING TO THE TERMS OF THIS AGREEMENT OR
         HEALTHSTREAM'S OBLIGATIONS HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR
         AFTER COMPLETION OF SERVICES THAT ARE THE SUBJECT MATTER OF THE CLAIM.

12.2     Attorneys' Fees. In the event of breach by either party of any
         provision contained in this Agreement, the prevailing party shall be
         entitled to recover its reasonable attorneys' fees and costs incurred
         in enforcement of the provisions of this Agreement against the
         defaulting or breaching party.

12.3     Headings. Captions and headings to sections are included solely for
         convenience and are not intended to affect the interpretation of any
         provision of this Agreement.

12.4     Amendments in Writing. No amendment, modification, or waiver of any
         provision of this Agreement shall be effective unless it is set forth
         in a writing that refers to this Agreement, expressly indicating an
         intent by the parties to amend this Agreement and is executed by an
         authorized representative of each party hereto. No failure or delay by
         any party in exercising any right, power, or remedy will operate as a
         waiver of any such right, power, or remedy.

12.5     Survival of Terms. Any provisions of this Agreement which by their
         nature must survive termination in order to achieve the intent of the
         parties, shall be deemed to survive termination.

12.6     Third Party Rights. Except for Providers and Authorized Users, this
         Agreement is not intended and shall not be construed to create any
         rights for any other third party.

12.7     Force Majeure. Neither party shall be liable nor deemed to be in
         default of its obligations hereunder for any delay or failure in
         performance under this Agreement or other interruption of service
         resulting, directly or indirectly, from acts of God, civil or military
         authority, act of war, accidents, natural disasters or catastrophes,
         strikes, or other work stoppages or any other cause beyond the
         reasonable control of the party affected thereby. However, each party
         shall utilize it best good faith efforts to perform such obligations to
         the extent of its ability to do so in the event of any such occurrence
         or circumstances. If a single force majeure condition causes a delay or
         failure in performance under this Agreement or other interruption of
         service exceeding ninety (90) days, the non-affected party may
         terminate subject to the requirements of Section 11.2.2 herein above by
         providing a Termination Notice to the affected party.



                                                                   Page 15 of 27
<PAGE>

12.8     Independent Contractors. Each party to this Agreement is an independent
         contractor and this Agreement shall not be construed as creating a
         joint venture, partnership, agency or employment relationship between
         the parties hereto nor shall either party have the right, power or
         authority to create any obligation or duty, express or implied, on
         behalf of the other.

12.9     Insurance. HealthStream shall maintain liability coverage for errors
         and omissions with coverage of at least $1,000,000 per incident and
         $2,000,000 in the aggregate. At the request of IT&S, HealthStream shall
         provide a copy of the certificate of insurance. IT&S shall be promptly
         notified at least thirty (30) days prior to any cancellation of policy
         or reduction in coverage below the required amounts specified in this
         Section 12.9.

12.10    Governing Law. This Agreement shall be governed by the laws of the
         State of Tennessee without regard to its choice of law provisions.

12.11    Entire Agreement; Severability. This Agreement, together with the
         schedules and other attachments referenced herein, contains a full and
         complete expression of the rights and obligations of the parties
         hereto. If any provision of this Agreement conflicts with any schedule
         or attachment to this Agreement, this Agreement shall control with
         respect to the subject matter of such attachment. This Agreement
         supersedes any and all other previous agreements, written or oral, made
         by the parties concerning the subject matter hereof including the
         Online Education Services Provider Agreement dated February 10, 2000,
         as amended. If any provision of this Agreement is finally held by a
         court or arbitration panel of competent jurisdiction to be unlawful,
         the remaining provisions of this Agreement shall remain in full force
         and effect to the extent that the parties' intent can be lawfully
         enforced. Without limiting the generality of the foregoing, it is
         expressly agreed that the terms of any IT&S or Provider purchase order
         will be subject to the terms of this Agreement and that any acceptance
         of a purchase order by HealthStream will be for acknowledgment purposes
         only and none of the terms set forth in the purchase order will be
         binding upon HealthStream.

12.12    Notice. All notices required hereunder (except invoice or purchase
         orders as provided herein) shall be in writing and shall be deemed to
         have been duly given upon receipt, and shall be either delivered in
         person, by registered or certified mail, postage prepaid, return
         receipt requested, or by overnight delivery service with proof of
         delivery, and addressed as follows:

         To HealthStream:           Robert Laird, Esq.
                                    Vice President and General Counsel
                                    HealthStream, Inc.
                                    209 10th Avenue South, Suite 450
                                    Nashville, TN 37203

         To IT&S:                   Director, I/S Contracts
                                    IT&S Information Technology & Services, Inc.
                                    2555 Park Plaza
                                    Nashville, TN 37202-0550

         and to:                    General Counsel
                                    IT&S, Inc.
                                    One Park Plaza
                                    Nashville, Tennessee 37203

12.13    Publicity. HealthStream and IT&S agree not to advertise or to use the
         other party's name in any advertising, except as contemplated by this
         Agreement or as may be required by law, without first obtaining written
         consent from the other party, which consent shall not be unreasonably
         withheld.



                                                                   Page 16 of 27
<PAGE>

12.14    Assignment, Subsidiaries, and Successors. It is understood and agreed
         that the parties are entering into this Agreement not only for their
         own benefit but also and equally for the direct benefit of their
         subsidiaries and affiliates, present and future, and that each and
         every right, benefit, remedy, and warranty accruing to the parties
         hereunder likewise accrue to the subsidiaries and affiliates of the
         parties, including but not limited to the right to enforce this
         Agreement in their respective names. This Agreement shall inure to the
         benefit of and be binding on any respective successors and permitted
         assigns of the parties.

12.15    Change of Control. IT&S shall have the right to terminate this
         Agreement in its entirety or with respect to certain Services, upon
         thirty (30) days' prior notice in the event that more than 49%
         ownership interest in HealthStream or its ultimate parent or any such
         permitted assignee is transferred to an independent third party entity
         (a "Change of Control"), in the event such transferee or assignee is or
         is owned by an entity that owns or operates hospitals. HealthStream
         shall not assign this Agreement in whole or in part to an unrelated
         entity without the prior written consent of IT&S, which consent will
         not be unreasonably withheld; provided, however, that no consent is
         required if this Agreement is assigned or deemed assigned by operation
         of law as part of a Change of Control, or if the Agreement is assigned
         or deemed assigned as part of a transaction involving the transfer of
         all or substantially all of the assets of HealthStream to an entity
         that does not own or operate hospitals as set forth above.

12.16    Books and Records. Pursuant to the requirements of 42 CFR 420.300 et
         seq., HealthStream agrees to make available to the Secretary of HHS,
         the Comptroller General of the Government Accounting Office ("GAO") or
         their authorized representatives, all contracts, books, documents and
         records necessary to verify the nature and extent of the costs of the
         services provided hereunder for a period of four (4) years after the
         furnishing of services hereunder for any and all services furnished
         under this Agreement. In addition, HealthStream hereby agrees to
         require by contract that each subcontractor makes available to the HHS
         and GAO, or their authorized representative, all contracts, books,
         documents and records necessary to verify the nature and extent of the
         costs of the services provided thereunder for a period of four (4)
         years after the furnishing of services thereunder. HealthStream agrees
         to comply at all times with the regulations issued by HHS, published at
         42 CFR 1001, and which relate to HealthStream's obligation to report
         and disclose discounts, rebates and other reductions to IT&S for
         products purchased by IT&S under this Agreement. If HealthStream
         carries out the duties of this Agreement through a subcontract worth
         $10,000 or more over a twelve month period with a related organization,
         the subcontract will also contain a clause substantially identical to
         those contained in the foregoing sections of this Agreement to permit
         access by IT&S, the Secretary, the United States Comptroller General
         and their representatives to the related organization's books and
         records. IT&S rights under this Section shall survive for a period of
         four (4) years after termination or expiration of this Agreement.

12.17    Federal Healthcare Programs. HealthStream represents and warrants to
         IT&S, Providers and their Affiliates that HealthStream and its
         directors, officers, and employees (i) are not currently excluded,
         debarred, or otherwise ineligible to participate in the Federal health
         care programs as defined in 42 USC ss. 1320a-7b(f) (the "Federal
         healthcare programs"); (ii) have not been convicted of a criminal
         offense related to the provision of healthcare items or services but
         have not yet been excluded, debarred, or otherwise declared ineligible
         to participate in the Federal healthcare programs, and (iii) are not
         under investigation or otherwise aware or any circumstances which may
         result in HealthStream being excluded from participation in the Federal
         healthcare programs. This shall be an ongoing representation and
         warranty during the term of this Agreement and HealthStream shall
         immediately notify IT&S of any change in the status of the
         representations and warranty set forth in this section. Any material
         breach of this section shall give IT&S the right to terminate this
         Agreement immediately for cause.



                                                                   Page 17 of 27
<PAGE>

12.18    Audit and Reporting. IT&S shall have the right, during normal business
         hours and with reasonable advance notice, to review and photocopy
         HealthStream's books and records that pertain directly to the accounts
         of IT&S, Providers, or Authorized Users. The audit may be conducted by
         IT&S's employees or by an external auditing firm selected by IT&S. The
         cost of audit, including the cost of the auditors and reasonable cost
         of copies of books and records shall be paid by IT&S. IT&S shall have
         no obligation to pay the cost incurred by employees and agents of
         HealthStream in cooperating with IT&S in such audit. IT&S does not have
         the right to review the books and records that pertain to the accounts
         of other HealthStream customers or business partners. IT&S may not
         conduct more than one such audit per year. Any personnel of IT&S shall
         sign a mutually agreeable confidentiality agreement before such audit
         is done.

12.19    Counterparts. This Agreement may be executed in one or more
         counterparts, each of which will be deemed an original but all of which
         together shall constitute one and the same instrument.

12.20    Information System Security Policy. HealthStream acknowledges that IT&S
         and its affiliates have an Information System Security Policy
         (IS.SEC.001 et seq.) relating to the establishment of security measures
         to protect information assets, whether stored in electronic form, hard
         copy, or in any other manner, and that it has received a copy of this
         policy. The Information System Security Policy is also available
         through IT&S's Internet website at:
         http://www.hcahealthcare.com/Ethics/Policies/policies.htm. HealthStream
         agrees to comply with the applicable provisions of this Information
         System Security Policy, as well as Information System Security
         Standards referenced in the Policy. HealthStream acknowledges that the
         legal, technical, or business requirements for security of Protected
         Health Information may change and that IT&S shall have the right to
         require new policies, processes and procedures, or to require
         modifications to existing policies, processes and procedures during the
         term of this Agreement. HealthStream shall either contact in writing
         the appropriate IT&S representative responsible for the transaction
         under this Services Agreement or check the above listed website address
         (or its subsequent replacement) at least on a semiannually basis for
         the purpose of inquiring as to and/or obtaining any updates to the
         Information System Security Policy and the Information System Security
         Standards. Upon receipt of revisions, HealthStream shall submit a plan
         to IT&S to mitigate security risks associated with the policy and/or
         standard revisions. In the event that HealthStream can demonstrate that
         such new or modified requirements would impose inordinate costs on
         HealthStream, HealthStream shall provide IT&S with written notice,
         describing in detail the requirement at issue, and HealthStream's
         calculation of the cost of implementation. Within thirty (30) days of
         receiving such notice, IT&S may then suggest lower cost implementations
         or waiving compliance in whole or part with the requirement . IT&S and
         HealthStream agree that best security practices (e.g., National
         Institute of Standards and Technology) shall be used as the basis for
         evaluating a risk mitigation plan.




                                                                   Page 18 of 27
<PAGE>

         IN WITNESS WHEREOF, and intending to be legally bound hereby, each
party hereto warrants and represents that this Agreement has been duly
authorized by all necessary corporate action and that this agreement has been
duly executed by and constitutes a valid and binding agreement of that party.
All signed copies of this Agreement shall be deemed originals.


                                    HealthStream, Inc.



                                    By:
                                        ----------------------------------------
                                    Name:  Robert A. Frist, Jr.
                                    Title: Chief Executive Officer



                                    HCA Information Technology & Services, Inc.



                                    By:
                                        ----------------------------------------
                                    Name:  Noel Williams
                                    Title: President









                                                                   Page 19 of 27
<PAGE>

                                LIST OF EXHIBITS

Exhibit A:    Gateway Initialization Services

Exhibit B:    Invoice Detail Report Format

Exhibit C:    Courses Included in Learning and Administrative Services Fee

Exhibit D:    List of Reports

Exhibit E:    Work Order Template









                                                                   Page 20 of 27
<PAGE>

                                    EXHIBIT A
                         GATEWAY INITIALIZATION SERVICES

HealthStream's Gateway Initialization Services will consist of the following
processes required to make each Gateway operational. The processes below are not
chronologically organized; selected processes below may be managed concurrently.
Additional processes may be required to ensure each Gateway is made operational
rapidly and efficiently.

1.       Gateway Customization - HealthStream will modify each Provider Gateway
         such that the name and or logo appear at the top of each page (except
         pages used to display courseware). In addition, Provider Specific
         Information will be used in textual format as applicable in the
         Gateway.

         Deliverables from Provider to complete Gateway Customization:

         -        Provide Provider logo (or name) for display on Gateway.

         -        Provide Provider name, parent company name, address, division,
                  region, phone number, etc. (the "Provider Specific
                  Information") for use as needed in Gateway.

         -        Approve Provider logo and Provider Specific Information in
                  Gateway.

2.       User Import - HealthStream will import Provider Personal Information
         into the database so that each Authorized User is recognized by the
         Gateway.

         Deliverables from Provider to complete User Import:

         -        Provide Personal Information for each Authorized User (per
                  separate specification).

         -        Approve integrity of Personal Information imported into the
                  database.

3.       Administrative Orientation - HealthStream will provide an overview of
         Gateway operation and administrative procedures to IT&S for IT&S to
         provide to Provider personnel.

         Deliverables from Provider to complete Administrative Orientation:

         -        Ensure key personnel from each Provider attend a HealthStream
                  Administrative Orientation sessions.

4.       Gateway Pilot - HealthStream will facilitate a brief pilot of the
         Gateway prior to use by the complete population of Authorized Users for
         a given Provider. This pilot will ensure that Provider specific data is
         operating as expected within the Gateway.

         Deliverables from Provider to complete Gateway Pilot:

         -        Ensure computer hardware with appropriate software and
                  internet connection (per separate specification) is
                  operational at Provider's location.

         -        Ensure Provider administrative personnel test Gateway
                  performance (in conjunction with HealthStream personnel and
                  pilot processes).




                                                                   Page 21 of 27
<PAGE>

                                    EXHIBIT B
                          INVOICE DETAIL REPORT FORMAT

The format below will be used by HealthStream in submitting invoice detail
reports on Services Fees. Each monthly invoice detail report will be comprised
of multiple transaction records. Each transaction record shall be a line of text
that is 110 continuous characters in length and will correspond to each Services
transaction that triggered a corresponding Service Fee. The character by
character standard for transaction records is outlined below.

Services Fees paid by Authorized Users directly pursuant to Section 3.4 will not
be included in the invoice detail report, but will be detailed in a separate
monthly report.

<TABLE>
<CAPTION>
                                                                           Character   Item Length
   Item Description        IT&S Code                  Fixed Value          Locations   in Characters
   ----------------        ---------                  -----------          ---------   -------------
<S>                        <C>                        <C>                  <C>         <C>
1.  Unit Number             Pic X(05)                                        01-05          5
2.  Type                    Pic X(01)                 2                      06             1
3.  Incurred Month          Pic 9(02)                                        07-08          2
4.  Incurred Day            Pic 9(02)                                        09-10          2
5.  End Date (ccyymCMEd)    Pic X(08)                                        11-18          8
6.  Description             Pic X(35)                                        19-53          35
7.  Action                  Pic X(01)                 A                      54             1
8.  Charge Amount           Pic $9(09)(cent)9(02)                            55-65          2
9.  Indicator               Pic X(01)                 S                      66             1
10. Cost Center             Pic 9(04)                 8888                   67-70          4
11. Project Code            Pic 9(03)                 180                    71-73          3
12. Display                 Pic 9(10)                 0000000000             74-83          10
13. GL Account Number       Pic 9(06)                 701831                 84-89          6
14. Revenue Code            Pic 9(03)                 026                    90-92          3
15. Filler                  Pic X(18)                 000000000000000000     93-110         18
</TABLE>

Notes:

A.       Where a specific fixed value is listed, the exact number and/or letter
         listed above must appear in the designated character locations for that
         item. If no fixed value is provided, HealthStream shall insert the
         appropriate information using the entire number of characters
         permitted.
B.       For Item 6 above, any unused characters are to be filled with "space"
         characters so that Item 6 is 35 characters in length.
C.       For Item 8 above, the first nine characters apply to the dollar amount
         and the last two characters shall be the cents. There is no decimal
         point. Zeros are to be used where no number is available for the
         character, e.g., a charge of $101.59 will be recorded as "00000010159".





                                                                   Page 22 of 27
<PAGE>

                                    EXHIBIT C
          COURSES INCLUDED IN LEARNING AND ADMINISTRATIVE SERVICE FEES

REGULATORY COURSES
-      Clinical
         Blood Product Administration Part I
         Blood Product Administration Part II

-      Ergonomics
         Carpal Tunnel Syndrome
         Lifting and Transporting Patients
         Preventing Slips, Trips and Falls
         Working Safely with Your Back

-      Infection Control
         Standard Precautions: Blood and Body Fluids
         Transmission Precautions: Airborne
         Transmission Precautions: Contact and Droplet

-      Management of the Environment of Care
         Age Specific Competencies: Adults
         Age Specific Competencies: Infants to Adolescents
         Electrical Safety
         Emergency Preparedness
         Fire Safety
         General Safety
         Introduction to Latex Allergy
         Patient Restraint and Seclusion
         Patient Rights
         Security and Workplace Violence
         Working Safely with Hazardous Chemicals

-      Management of Human Resources
         The Art of Customer Service
         Diversity in the Workplace

-      Safety Management
         Radiation Safety

-      Performance Improvement
         Corporate Compliance
         Introduction to Performance Improvement
         Performance Improvement in the Workplace
         Sexual Harassment in the Workplace

THIRD-PARTY COURSEWARE

CENTER FOR MEDICARE AND MEDICAID SERVICES (CMS), PREVIOUSLY THE HEALTH CARE
FINANCING ADMINISTRATION, OR HCFA

Free of charge, HealthStream provides CMS compliance courses for any customer.
These courses cannot be used for HealthStream's commercial gain. Customers
should be made aware of their availability, but the courses should not be tied
to any incentives, products or statements, which could be construed as using the
course series for HealthStream's financial benefit.



                                                                   Page 23 of 27
<PAGE>

Fraud and Abuse
HCFA-1500
ICD-9-CM Diagnosis Coding
Adult Immunization
Medicare as a Secondary Payer (MSP)
Women's Health
Front Office Management
World of Medicare
Home Health Agency
HCFA-1450 (UB92)








                                                                   Page 24 of 27
<PAGE>

                                    EXHIBIT D
                                     REPORTS

Student Transcripts

Course Completion (Compliance)

Student Job Mapping

Instructor Resumes

Student Listing

Instructor led / Classroom Course Catalog

Instructors Scheduled Classes

HCA Custom Consolidated Education Compliance

ECO Quarterly Education Statistics (contracted by HCA and under development by
Healthstream)













                                                                   Page 25 of 27
<PAGE>

                                    EXHIBIT E
                                   WORK ORDER

HCA - Information, Technology & Services, Inc. ("IT&S") and HealthStream, Inc.
("HealthStream") agree that this work order is entered into as part of their
Educational Services Provider Agreement dated ______________ (the "Agreement")
for the purpose of having HealthStream provide the services set forth in Section
1 below. Terms not defined in this Work Order shall have the meanings ascribed
to them in the Agreement.

         1.       Title of Work:

         2.       Scope of Work: [provide as much detail as necessary to
                  describe the work being contracted, project descriptions or
                  any other information as to clarify the work or services being
                  contracted. Attached detailed statement of work or
                  specification if appropriate.]

         3.       Development Cost to IT&S:

         4.       Cost for Use: Included in Learning and Administrative Services
                  Fee.

         5.       Out of Pocket Expenses: IT&S shall pay all of Contractor's
                  out-of-pocket expenses; provided, however, no out-of-pocket
                  expenses in excess of $500 in the aggregate incurred by
                  Contractor shall be paid by IT&S unless previously agreed to
                  in writing by IT&S.

         6.       Delivery Schedule:

         7.       Ownership of Work Product:

         8.       Performance bonus: If HealthStream completes the required Work
                  under this Work Order within the Delivery Schedule stated
                  herein, IT&S agrees to pay HealthStream a performance bonus
                  equal to ________ percent ( %) of the Development Cost stated
                  above. [optional as additional or alternative language: If
                  HealthStream delivers the Work Product more than ___________
                  days following the date stated in the Delivery Schedule, then
                  the amount of the Development Cost shall be reduced by
                  ____________ percent ( %) per week it is late in delivery.]

         9.       In the event of a conflict between the Terms of the Agreement
                  and the Terms of this Work Order, the Terms of this Work Order
                  shall control.

The parties identified herein indicate their acceptance of the terms in the
above identified Professional Services Agreement and this Work Order by the
signatures of their authorized representatives.

ACCEPTED BY IT&S:                          ACCEPTED BY HEALTHSTREAM:
HCA - INFORMATION TECHNOLOGY &             HEALTHSTREAM, INC.
SERVICES, INC.

By:                                        By:
    ------------------------------------          ------------------------------
    (Signature)                                   (Signature)

By:                                        By:
    ------------------------------------          ------------------------------
    (Printed/Typed)                               (Printed/Typed)






                                                                   Page 26 of 27
<PAGE>

Title:                                     Title:
      ----------------------------------          ------------------------------


Date:                                      Date:
      ----------------------------------          ------------------------------














                                                                   Page 27 of 27

