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Employment Agreement - Cerner Corp. and Glenn Tobin

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This   Cerner  Associate  Employment  Agreement  describes  the  formal
employment relationship between

                             Glenn Tobin, Ph.D.


               and Cerner Corporation, a Delaware corporation

This Agreement is effective on the 15th day of  April, 1998.


     At  the time you accepted employment with Cerner, you received  an
     offer  letter  outlining or confirming the specifics  of  Cerner's
     offer  of  employment to you.  The position, terms,  compensation,
     benefits  and other provisions of that offer letter represent  the
     initial conditions of your Cerner employment.  The offer letter is
     incorporated into this Agreement as Attachment I.  Any  amendments
     or  changes to the offer letter are included as part of Attachment
     II to this Agreement, and supersede the terms in the offer letter.


     A.  Formation.  By  signing  this  Agreement,  you  represent that
         every  material fact contained in your resume and  application
         for employment with Cerner is true and accurate to the best of
         your  knowledge and belief.  You also agree that falsification
         of  your  resume  or  application  is  grounds  for  immediate

     B.  Type.   To  the  extent  permitted  by  law,  your  employment
         relationship  with Cerner is "at will", which means  that  you
         may resign from Cerner at any time, for any reason, or for  no
         reason at all, and without advance notice (except as described
         below).   It  also  means  that  Cerner  may  terminate   your
         employment  at any time, for any legally permitted reason,  or
         for no reason at all, and without advance notice.

     C.  Resignation and Termination.  You   agree   to cooperate  with
         Cerner  by  participating fully in an exit  interview  in  the
         event  you  leave  the employ of Cerner.  You  agree  to  give
         Cerner  written  notice  of  your  intention  to  resign  from
         employment at least ten (10) business days prior to  the  last
         day   you  intend  to  work  at  Cerner.   To  facilitate  the
         provisions of paragraphs 7 and 8 of this agreement,  you  also
         agree  to  report to Cerner, in conjunction with your  written
         notice  of intent, the identity of your new employer (if  any)
         and  the  nature  of your proposed duties for  that  employer.
         Cerner, however, reserves the right either to accelerate  your
         intended effective termination date to an earlier actual  date
         or to allow your intended effective termination date to stand.

         If you resign, however, with fewer than ten (10) business days
         notice,  or  if you actually  leave  Cerner's  employ prior to
         expiration of the ten business days notice period and  without
         the  permission of Cerner, then you agree that (to the  extent
         permitted by law)no vacation pay, salary or other compensation


         otherwise due, from the date of your resignation  notice until
         the time of your approved effective termination date, will  be
         owed or paid to you by Cerner.

         If   Cerner  terminates  your   employment  (and   unless  the
         termination  was due to your dishonesty, illegal  conduct,  or
         breach of Cerner's policy or this Agreement), Cerner will  pay
         you a  minimum  of  six(6) months severance pay (based on your
         annualized base salary amount at the time of  your involuntary
         termination), less appropriate payroll deductions, payable  on
         Cerner's  regular  paydays.  In  addition, at  Cerner's   sole
         discretion  and  option, Cerner  may  increase  the  severance
         period beyond the minimum six (6) month period  at the rate of
         two (2) additional months for each one (1)month  that you  are
         employed by Cerner, up to a maximum duration (the original six
         (6)  month  period  plus any extension) of two (2) years.  You
         understand and agree that the election by Cerner to extend the
         period of your severance compensation will  also   extend  the
         period  of  time  of  your non-competition  obligations  under
         Paragraph 7.  Cerner  agrees to notify  you  of  its  election
         to extend the time of your severance  and your non-competition
         obligations  within  thirty  (30)  days  of  your  last day of
         employment at Cerner.  You also understand and  agree that, at
         Cerner's sole  discretion and option, Cerner may elect to make
         any  severance payment, or any  part  thereof, in  a  lump sum
         payment as opposed to making such payment on Cerner's  regular
         paydays.  Any such lump sum payment  shall have no effect upon
         your   obligations   to   comply   with   your non-competition
         obligations under Paragraph 7.  Notwithstanding the foregoing,
         it is  not the  intent of  either of  us that you continue  to
         receive any severance payments (if applicable)  after you have
         accepted other  employment after leaving Cerner.  You agree to
         immediately notify Cerner if you accept other employment during
         the severance and non competition period provided for by  this
         Paragraph 2 and Paragraph 7.  Cerner's obligations to make any
         further  severance  payments hereunder shall immediately cease
         upon your commencement of employment with a new employer,  but
         your obligations of non-competition under Paragraph  7   shall
         continue pursuant to such terms.

         If you voluntarily resign and give proper notice  as  outlined
         above   and   Cerner  elects  to  accelerate  your   effective
         termination  date to a date less than two (2) weeks  from  the
         date  of  your notice, Cerner will continue to pay  your  base
         salary through the remainder of such two (2) week period.

         In the event your voluntary or involuntary termination  occurs
         during a performance period associated with a documented bonus
         or incentive compensation plan, any final payments to you as a
         result  of your  participation in such plan will be determined
         by the documented procedures of the plan.

         If Cerner has reimbursed you for certain costs associated with
         any relocation which may be required as a prerequisite to your
         being  hired   into   a  position  with   Cerner,   all   such
         reimbursements shall be made according to  Cerner's  published
         relocation expense reimbursement policy.  Such  reimbursements
         will  be made in consideration for your agreement to serve  in
         the  position for which you were relocated for  at  least  two
         years.  Therefore, in the event Cerner has reimbursed you  for
         any relocation expenses or otherwise paid to you any  sums  of
         money pursuant to Cerner's relocation policy, you  agree  that
         you shall repay such sums to Cerner on a prorated basis if (i)
         you voluntarily resign from employment with Cerner within  two
         (2) years  of  the date your move is complete or  (ii)  Cerner
         terminates your  employment due to  your  dishonesty,  illegal
         conduct, or  breach of Cerner policy or this Agreement  within
         two (2) years of the date your move is complete.

         In  the  event  Cerner  terminates   your  employment,  Cerner
         reserves  the  right  to  set  the  effective  date  of   such
         termination.  Upon your resignation or the termination of your
         employment,  you  agree  to  promptly  execute  a  Termination
         Statement in the form of Attachment III.

     D.  SALES ASSOCIATE PROVISIONS.  If  you  are  employed  by Cerner
         in  a  sales  capacity, additional provisions incorporated  as
         Attachment  IV  to  this  Agreement  are  applicable  to  your
         employment relationship.


     You  agree  that you will forever maintain the confidentiality  of
     Confidential  Information.  You will never  disclose  Confidential
     Information except to persons who have both the right and need  to
     know  it,  and  then


     only for the purpose and in the course of performing Cerner duties,
     or of permitting or  assisting  in  the authorized  use  of  Cerner
     products and services.  In the event your  employment  with  Cerner
     terminates(voluntarily or involuntarily), you will promptly deliver
     to Cerner all Confidential Information.


     Except for those part-time associates, hired to work less than  40
     hours   per   week,   employment  at   Cerner   is   a   full-time
     responsibility.   As  a  full-time  associate,  it   is   Cerner's
     expectation that you devote your full time and attention  to  meet
     your  Cerner responsibilities and that you will not engage in  any
     other  employment activities which would detract from or  conflict
     with your ability to carry out your duties at Cerner.  If you  are
     a  part-time associate, it is Cerner's expectation that  you  will
     not  engage in other employment activities that would detract from
     or  conflict with your ability to carry out your part-time  duties
     at Cerner.


     With  respect to New Products and Ideas that you develop,  author,
     or   conceive  while  employed  at  Cerner,  plus  for  one   year
     thereafter,  you  agree  to  keep accurate,  complete  and  timely
     records of such New Products and Ideas, and will promptly disclose
     and  fully  describe  such New Products and Ideas  in  writing  to

     You  agree  to  assign  and  transfer to Cerner,  without  further
     consideration, your entire right, title and interest in and to all
     such  New Products and Ideas.  You waive any and all moral  rights
     which you otherwise would have in any New Products and Ideas.

     You  agree  to  execute promptly at Cerner's  expense,  a  written
     assignment  of title to Cerner, and all letters (and  applications
     for  letters) of patent and copyright, in all countries,  for  any
     New  Products or Ideas required to be assigned by this  Agreement.
     You also agree to assist Cerner or its nominee in every reasonable
     way (at Cerner's request and expense, but at no charge to Cerner),
     both  during  and  after  your time of employment  at  Cerner,  in
     vesting and defending title to the New Products and Ideas  in  and
     for Cerner, in any and all countries, including the obtainment and
     preservation  of  patents, copyrights,  trade  secrets  and  other
     proprietary rights.

     This  Section does not apply to your new products and ideas  which
     do  not  relate directly to the business of Cerner, and which  are
     developed entirely on your own time.


     Any  and all patented and unpatented inventions, new products  and
     ideas  which  you  made  prior to your employment  by  Cerner  are
     excluded  from  the scope of this Agreement and are documented  on
     Attachment V, Inventory of Prior Inventions.


     A.  For  a   period   of two   (2) years  after the  voluntary  or
         involuntary  termination of your employment with  Cerner,  you
         will  tell  any prospective new employer, prior  to  accepting
         employment, that this Employment Agreement exists.

     B.  (i)  For  a  period  of  two (2)  years  after  the  voluntary
         termination of your employment with Cerner or your termination
         for dishonesty, illegal conduct or breach of  Cerner's  policy
         or this  Agreement or, (ii) in  the  event  Cerner  terminates
         your  employment  (unless  the  termination  was  due  to your
         dishonesty, illegal  conduct  or  breach of Cerner's policy or
         this Agreement), for the period you are paid severance pursuant
         to  Paragraph 2 (including  any  time that you would have been
         paid severance pursuant to Paragraph 2 but for  the  fact  you
         commenced  employment with  a  new  employer),  you  will  not
         provide services  directly  or  indirectly  related  to   your
         employment  at  Cerner to any Conflicting Organization in  the
         United States or in any country in which Cerner has a business
         interest.  However,  you may accept employment  with  a  large
         Conflicting Organization whose business  is  diversified,  and
         with a  portion  of  its business that is  not  a  Conflicting
         Organization,  provided   that     Cerner,     prior  to  your



         acceptance of such  employment, shall receive separate written
         assurances   satisfactory  to  Cerner  from  such  Conflicting
         Organization  and  from  you that you will not render services
         directly  or  indirectly  in  connection  with any Conflicting

     C.  For  a  period  of  two (2)  years  after  the   voluntary  or
         involuntary  termination of your employment with  Cerner,  you
         agree  not,  on behalf of yourself or on behalf of  any  other
         person,  entity,  or  organization,  to  employ,  solicit  for
         employment, or otherwise seek to employ or retain  any  Cerner
         associate  or  employee, or any employee of  a  Cerner  client
         company,  or  in  any  way  assist  or  facilitate  any   such
         employment, solicitation, or retention effort.


     You  consent and agree to the use of your name, voice and  picture
     (including but not limited to use in still photographs,  videotape
     and  film  formats,  and  both during and  after  your  period  of
     employment   at  Cerner)  for  advertising,  promotional,   public
     relations,  and other business purposes (including its  and  their
     use  in  newspapers, brochures, magazines, journals and  films  or
     videotapes) by Cerner.


     You  understand that you may be assigned various items of   Cerner
     property  and  equipment  to  help  you  carry  out  your   Cerner
     responsibilities.  When such property or equipment is issued,  you
     will  formally  acknowledge  receipt  of  it  and  will  take  all
     reasonable  precautions  and actions necessary  to  safeguard  and
     maintain  it in normal operating condition.  You further agree  to
     accept financial responsibility for damage or wear to the property
     and  equipment you are issued beyond that associated  with  normal
     business  use.   You will notify Cerner immediately  of  any  such
     damage  or  loss.  If your employment with Cerner terminates,  you
     will immediately return to Cerner all property and equipment which
     you have been issued or which otherwise  belongs to Cerner.


     You  understand  the  importance  of  both  systems  and  physical
     security  to the daily operations of Cerner and to the  protection
     of  business  information.  You will, therefore, comply  with  and
     assist in the vigorous enforcement of all policies, practices, and
     procedures  which  may  be developed to ensure  the  integrity  of
     Cerner  systems  and  facilities.  Further,  you  understand  that
     willful violation of such policies, practices, and procedures  may
     result in termination of your employment.


     By  accepting employment with Cerner, you represent to Cerner that
     you  are  not  subject to any non-competition  or  confidentiality
     agreements  that  your employment and activities at  Cerner  would
     violate.   You also represent and agree that you will not disclose
     to   Cerner,   or  induce  Cerner  to  use,  any  proprietary   or
     confidential information belonging to any previous employer or  to


     By  signing this Agreement, you agree that the promises  you  have
     made in it are of a special nature, and that any breach, violation
     or  evasion by you of the terms of this Agreement will  result  in
     immediate  and  irreparable harm to Cerner.  It  will  also  cause
     damage  to Cerner in amounts difficult to ascertain.  Accordingly,
     Cerner  shall  be  entitled  to the  remedies  of  injunction  and
     specific  performance, as well as to all other legal and equitable
     remedies which may be available to Cerner.




     You  agree to indemnify and hold Cerner harmless from and  against
     any damages, liability, actions, suits or other claims arising out
     of your breach of this Agreement.


     This  Agreement may not be modified in any respect,  except  by  a
     written agreement executed by you and Cerner.  However, Cerner may
     from  time  to time publish and adopt supplementary policies  with
     respect  to  the subject matter of this Agreement, and  you  agree
     that such supplementary policies shall be binding upon you.


     Any notice required or permitted to be given pursuant to the terms
     of  the  Agreement shall be sufficient if given in writing and  if
     personally  delivered  by receipted hand delivery  to  you  or  to
     Cerner,  or  if  deposited  in  the United  States  Mail,  postage
     prepaid,  first class or certified mail, to you at your  residence
     address  or to Cerner's Corporate headquarters address or to  such
     other  addresses as each party may give the other party notice  in
     accordance with this Agreement.


     This  Agreement  begins  as  noted  above  and  will  continue  in
     perpetuity, even though your employment can be terminated  by  you
     or by Cerner as described elsewhere herein.


     This  Agreement  will be governed by, construed, interpreted,  and
     its validity determined, under the laws of the State of Missouri.


     If  any  provision of this Agreement is held to be  unenforceable,
     then this Agreement will be deemed amended to the extent necessary
     to  render the otherwise unenforceable provision, and the rest  of
     this Agreement, valid and enforceable.


     You  hereby  acknowledge receipt of a signed counterpart  of  this
     Agreement  and  acknowledge that it is your entire agreement  with
     Cerner  concerning  the subject matter.  This Agreement   cancels,
     terminates,  and supersedes any of your previous oral  or  written
     understandings  or agreements with Cerner or with any  officer  or
     representative  of  Cerner with respect to  your  employment  with




     This  Agreement  shall  be  binding upon Cerner's  successors  and
     assigns.   This Agreement shall also be binding upon  your  heirs,
     spouse, assigns and legal representatives.


This Employment Agreement is executed this 15th day of April, 1998.


                                    /s/Glenn Tobin
                                    Glenn Tobin, Ph.D.

                                    Cerner Corporation

                                     /s/Clifford W. Illig
                                    Cerner Human Resources



                                                             APPENDIX A

                             DEFINITION OF TERMS

CERNER  CORPORATION  and CERNER mean Cerner Corporation,  the  Delaware
corporation.  The terms also cover all of Cerner Corporation's  parent,
subsidiary  and  affiliate corporations and business enterprises,  both
presently   existing  and  subsequently  created  or  acquired.    Such
affiliate  corporation  may  be directly or  indirectly  controlled  by
Cerner or related to Cerner by equity ownership.

CLIENT means any actual or potential customer or licensee of Cerner.

CONFIDENTIAL INFORMATION means Cerner, Client and Vendor trade secrets.
It  also  means  other  Cerner, Cerner Associate,  Client,  and  Vendor
information which is not generally known, and is proprietary to  Cerner
Corporation  or  to  Cerner  Associates,  Clients,  and  Vendors.    It
includes,  but  is  not  limited  to,  research,  design,  development,
installation,  purchasing, accounting, marketing,  selling,  servicing,
finance,   business   systems,   business   practices,   documentation,
methodology,  procedures,  manuals (both internal  and  user),  program
listings,  source  codes,  working papers,  Client  and  Vendor  lists,
marketing  and sales materials not otherwise available to  the  general
public,  sales  activity information, computer programs  and  software,
compensation   plans,   your   personal    compensation,    performance
evaluations, patient information and other client-related data, and all
other non-public information of Cerner and its Associates, Clients, and

CONFLICTING  ORGANIZATION means any person or organization engaged  (or
about  to  become  engaged)  in  research,  development,  installation,
marketing, selling, or servicing with respect to a Conflicting Product.
The  following types of organizations are specifically included  within
the definition of Conflicting Organization: (i) any large provider of a
broad  health  care information technology product  line  (e.g.  HBO  &
Company,  SMS Corporation, IDX Systems, Medaphis Corporation, Meditech,
etc.);  (ii) specialist providers of health care information technology
products  in  areas in which Cerner has a product line (e.g.  radiology
departments)  or  is  making a major strategic thrust  (e.g.  consumer-
focused  health  care  information); and (iii) specialist  health  care
consulting companies primarily focused on information technology  (e.g.
Superior  Consulting  Company, Inc. or First  Consulting  Group).   The
following  types  of organizations are specifically excluded  from  the
definition of Conflicting Organization (so long as your role with  such
organization  would  not involve the development  or  management  of  a
significant  Conflicting  Product): (i) broad providers  of  management
consulting  services  (e.g.  McKinsey  or  Andersen  Consulting);  (ii)
specialist  health  care  consulting firms not focused  on  information
technology   (e.g.   APM);  (iii)  medical  device  or   pharmaceutical
companies; (iv) payor and provider-based organizations; and (v)  health
care service companies.

CONFLICTING PRODUCT means any product, process or service which is  the
same  as,  similar to, or competes with any Cerner product, process  or
service  in which Cerner has a Significant Business Interest  or  about
which  you  have  acquired Confidential Information or upon  which  you
worked directly during the last two years of your employment by Cerner,

NEW   PRODUCTS   AND   IDEAS  means  discoveries,  computer   programs,
improvements, works of authorship, methods, ideas and products (whether
or  not  they are described in writing, reduced to practice, patentable
or  copyrightable)  which results from any work performed  by  you  for
Cerner,   or  involve  the  use  of  any  Cerner  equipment,  supplies,
facilities  or  Confidential Information, or  relate  directly  to  the
business  of  Cerner,  or  relate to Cerner's  actual  or  demonstrably
anticipated research or development.

SIGNIFICANT  BUSINESS INTEREST means any of Cerner's  base  information
technology and services, businesses, any product process or service  in
which  Cerner  has  made  a major strategic thrust,  or  had  developed
significant  strategic  plans.  Cerner  does  not  have  a  Significant
Business  Interest  in  products, processes or services  that  are  (i)
ancillary  to  Cerner's  core  offerings, (ii)  discontinued  or  (iii)
substantially noncompetitive in the marketplace.

VENDOR  means  any actual or potential licensor, supplier,  contractor,
agent, consultant or other purveyor of products or services to Cerner.



                                                         APPENDIX B

                           SUMMARY OF ATTACHMENTS

The  following documents, if noted, are incorporated as attachments  to
this Employment Agreement.

     Included     Included    Attachment     Description
        X                         I            Original Offer Letter
     --------     --------
     --------     --------       II            Offer Letter Amendments
        X                       III            Termination Statement
     --------     --------
     --------     --------       IV            Sales Associate Provisions
     --------     --------        V            Inventory of Prior Inventions



                                                      ATTACHMENT II

                            TERMINATION STATEMENT

I  represent that I have complied with all the provisions of the Cerner
Associate  Employment Agreement entered into between Cerner Corporation
and  me on the ______________________ day of _________________, 19____,
in that:

     1.  I have  not  improperly disclosed or otherwise misused any  of
         the  Confidential  Information covered by such  Agreement.   I
         shall continue to comply with all the continuing terms of  the
         Agreement, including but not limited to the non-disclosure and
         (for  the  required  term) non-compete  provisions,  and  also
         including but not limited to the reporting of any New Products
         and Ideas conceived or made by me as covered by the Agreement.

     2.  I do not have in my possession, nor have I taken with me  or
         failed  to  return, any records, plans, information, drawings,
         designs,    documents,    manuals,    formulae,    statistics,
         correspondence,   client  and  vendor  lists,  specifications,
         blueprints,    reproductions,   sketches,   notes,    reports,
         proposals, or other documents or materials, or copies of them,
         or  any equipment, credit cards or other property belonging to
         Cerner  or its Clients or Vendors.  I have returned to  Cerner
         (or  will  return  within 10 calendar days) all  material  and
         information compiled or received by me during the term of such
         employment.   I  have  returned  (or  will  return  within  10
         calendar  days) all Confidential Information, as specified  by
         such Agreement, and all correspondence and other writings.   I
         have  returned  (or will return within 10 calendar  days)  all
         keys and other means of access to Cerner's premises.

     3.  I understand and agree that, with regard to all provisions of this
         Agreement  relating   to   non-disclosure,  non-solicitation,  and
         confidentiality of information, such provisions shall not cease as
         of this termination but shall continue in full force and effect in
         perpetuity  or  as  otherwise indicated within this Agreement.  In
         compliance with the Agreement, I shall  continue  to  preserve  as
         confidential  all  Confidential  Information  as  defined  in  the



                                  Termination Date

                                  Cerner Corporation