FORM 10-K

Index Company Profile Financial Highlights Dear Fellow Shareholders Question and Answer with the CEO ASP Solutions HealtheWare HealthWeb Complementary Business Milestones Form 10-K Report of Independent Accountants Balance Sheets Statements of Operations Statements of Comprehensive Loss Statement of Stockholders' Equity (Deficit) Statements of Cash Flows Notes to Consolidated Financial Statements Valuation and Qualifying Accounts Corporate Information

PART III ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN TRANSACTIONS    MARGOLIS $100,000 NOTE. In connection with Mr. Margolis' employment agreement, dated April 30, 1998, we loaned Mr. Margolis $100,000 in exchange for a promissory note in the principal sum of $100,000, bearing interest at 6.5% per year. We forgave $25,000 of the principal amount of this note and the related interest on each of April 30, 1999 and April 30, 2000, and shall forgive an additional $25,000 and the related interest on each of the next two anniversaries of Mr. Margolis' employment agreement, so long as Mr. Margolis remains our employee. The entire sum of principal and interest of the note is due on April 30, 2002, and is immediately due if Mr. Margolis commits any act of default as described in the note. As of December 31, 2000, the total principal and accrued interest outstanding was $58,667.    GARTE & ASSOCIATES, INC. In 2000, we entered into an agreement with Garte & Associates, Inc. pursuant to which we would pay Garte & Associates, Inc. an investment banking fee for certain acquisitions. In 2000, we paid a total of $250,000 to Garte & Associates, Inc. in connection with our acquisitions of Healthcare Media Enterprises, Inc. and Erisco, Inc. In January 2001, we paid $365,000 to Garte & Associates, Inc. in connection with our acquisition of Resource Information Management Systems, Inc. Harvey Garte, our Vice President of Corporate Development, is the sole stockholder of Garte & Associates, Inc.    FUTURE TRANSACTIONS. Any future transactions between us and our officers, directors or affiliates will either be on terms no less favorable to us than could be obtained from third parties, will be subject to approval by a majority of our outside directors or will be consistent with policies approved by a majority of such outside directors.