CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10.25

This iLearn Development and Interactive Services Agreement (the "Agreement") is made and entered into this 17th day of June, 1998, by and between iXL, Inc., a Delaware corporation ("iXL"), and Endeavor Technologies, Inc., a Georgia corporation ("Endeavor").

RECITALS

WHEREAS, Endeavor desires to retain iXL to provide interactive services using iXL's proprietary software iLearn (defined below) in developing:

A. A knowledge management system or engine for on-line Web-MD training that will include an administration/tracking system (the "Knowledge Management System"); and

B. Content for multimedia, on-line training courses for healthcare professionals (the "Web-MD Courses") as described in more detail herein; and

WHEREAS, iXL is willing to provide such services on the terms described herein and in performing such services will:

A. Refine and develop a content integration system (the "iLearn Content Integration System") that will allow iXL to process and convert a large number of courses relatively quickly for use in a multimedia format on engines similar to the Knowledge Management System; and

B. Develop certain generic production templates that will be used with the iLearn Content Integration System (the "iLearn Templates") in processing or converting existing course content; and

WHEREAS, iXL, with input from Endeavor, will develop a graphic design for the iLearn Templates for use by Endeavor with the Knowledge Management System (the "Web-MD Template Design");

NOW, THEREFORE, in consideration of the mutual covenants and benefits described in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The definitions in this section will apply to all plural and singular forms of the defined terms used in this Agreement.

Any modification to the specifications in the Statement of Work or to a Custom Work after acceptance by Endeavor hereunder shall require execution of a written change order by both parties to this Agreement (a "Change Order"). Each Change Order complying with this section shall be deemed to be an amendment to the applicable Statement of Work and will become part of this Agreement.

In the attached Statement of Work, Endeavor and iXL have each designated a qualified individual as project manager to serve as the point of contact for all communications relating to the performance under this Agreement.

Except for amounts due upon execution of this Agreement, iXL will submit to Endeavor invoices for the amounts payable to iXL as described herein and in the applicable Statement of Work. Unless otherwise provided in the applicable Statement of Work, Endeavor will pay to iXL the amount of each invoice immediately. Invoices will be deemed to have been received on the earlier of the date of actual receipt or five (5) days after mailing to Endeavor. If Endeavor disputes an invoice, Endeavor is required to pay the undisputed portion of the invoice according to the terms of this Section and to give notice to iXL that specifies in detail the disputed items and the reason for the dispute.

Development and operation of the Knowledge Management System and the Web-MD Courses may involve use of Third Party Software. Endeavor will be responsible for payment for, and entering into appropriate licensing agreements concerning, use of such Third Party Software unless otherwise in the Statement of Work.

Endeavor will provide to iXL the media elements, materials, timely approvals, and assistance necessary for iXL to complete the Custom Works and other services on the Project Timetable. Any delay by Endeavor in providing materials, approvals, and assistance to iXL shall extend the deadline for the subsequent tasks of iXL under the Project Timetable by a period at least equal to Endeavor's delay. In addition, for any Endeavor obligation described as time-sensitive or critical in the Statement of Work, failure of Endeavor to meet its deadline will entitle iXL to prepare a revised Project Timetable based on a realistic estimate of the effect of the delay on the completion of the project, taking into account other work scheduled by iXL.

In addition to providing progress reports and arranging project planning meetings to the extent required under the Project Timetable, iXL agrees that the current prototype of the Custom Works shall be accessible to Endeavor throughout the development phase at the URL identified in the Statement of Work.

(a) Endeavor will accept or reject the initial version and any corrected version within ten (10) business days of receipt, notifying iXL in writing of the specific nature of any Error, deficiencies or inadequacies in the initial draft. If Endeavor does not reject the initial version or corrected version of any Deliverable in writing in the manner and time period described herein, it will be deemed to be accepted.

(b) If Endeavor rejects the initial version or any corrected version, iXL shall have a period of ten (10) business days from receipt of the written rejection to correct all Errors, deficiencies or inadequacies specified by Endeavor and submit a revised version. Unless Endeavor rejects the revised version in writing in the manner and time period described in paragraph (a) above, it will be deemed to be accepted.

If any of the Custom Works does not qualify for treatment as a "work for hire" or if iXL retains any interest in the Custom Works for any other reason, iXL hereby grants, assigns and transfers to Endeavor, ownership of all United States and international copyrights and all other intellectual property rights in the Custom Works, subject to certain rights of iXL described in Sections 10(a), 10(e), and 10(g) of this Agreement. The ownership rights assigned under the preceding sentence shall include all the rights of use with respect thereof which are intended to be conferred upon Endeavor under this Agreement, free and clear of any and all claims for royalties or other compensation except as stated in this Agreement.

license. Endeavor's limited license hereunder will allow it to use iLearn, the iLearn Templates, and Code solely for Permitted Uses hereunder. This limited license gives Endeavor any right to alter, add to, subtract from, arrange, rearrange, revise, modify, change, adapt, decompile, or re-engineer iLearn, the iLearn Templates, or any portion of the Code or to prepare any derivative works therefrom. Endeavor (ETI) retains the rights to reuse or adopt the software. iXL and ETI agree not to give, market or license the software to any direct competitor of either party. Both parties will exercise reasonable commercial efforts to jointly market within the healthcare industry.

derivative works based on such Content, subject only to iXL's limited rights described in Sections 10(e) and 13 of this Agreement.

If any action, claim, suit or proceeding is brought against iXL, alleging that any of the Endeavor Content or Endeavor Marks used in the Custom Works or otherwise by iXL as permitted under this Agreement infringes on a patent, copyright, trademark, trade secret, or other intellectual property rights of any third party, Endeavor will defend such action, claim, suit or proceeding at its own expense and shall indemnify and hold harmless from and against all damages, liabilities, losses, expenses and costs incurred by iXL or arising in connection therewith.

other party to this Agreement that is of a nonpublic, confidential, or proprietary nature (the "Confidential Information"). Each party after receiving such Confidential Information (in such role, the "Recipient Company") agrees on behalf of itself and on behalf of its directors, officers, employees, and agents (collectively, "Related Parties") that it will (a) treat the Confidential Information as strictly confidential; (b) use the Confidential Information solely for the purpose of performing under this Agreement and not, directly or indirectly, for any other purpose; (c) not disclose any Confidential Information to any person or entity (other than its Related Parties to the extent required for performance hereunder) without the prior written consent of the other party; and (d) not copy any Confidential Information other than as required to perform under this Agreement.

For purposes of this Agreement, Confidential Information shall mean information that is maintained in confidence by the other party to this Agreement or any of its Related Parties and that is not generally known by persons other than the other party or its Related Parties or, if known by any other such persons, is maintained in confidence by them. Confidential Information shall include, without limitation, the specifications delivered hereunder to contemplated hereby.

The restrictions in this Section 14 shall not be construed to apply to (i) information generally available to the public, (ii) information generally released by the other party to this Agreement without restriction; (iii) information independently developed by a Recipient Company or its Related Parties without reliance in any way on confidential information of the other party to this Agreement or acquired from a third party without similar restriction, without breach of this Agreement, and with no reason to believe the third party has breached any similar confidentiality agreement; or (iv) information that the other party to this Agreement agrees in writing is approved for the use and disclosure of the Recipient Company or its Related Parties without restriction.

Notwithstanding the foregoing restrictions, a Recipient Company and its Related Parties may use and disclose any information to the extent required by an order of any court or other governmental authority but only after the other party to this Agreement has been notified in writing sufficiently in advance of the date of compliance to permit the other party to seek reasonable protection for such information in connection with such disclosure.

(a) With the exception of any Endeavor Content or Endeavor Marks included therein, any and all Custom Works delivered to Endeavor under this Agreement and any and all Physician Web Sites prepared under this Agreement will be prepared by iXL or its employees or agents on a "work for hire" basis;

(b) With the exception of any Endeavor Content or Endeavor Marks included therein, all Deliverables delivered to Endeavor or to Physicians hereunder do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights, including trade secrets, privacy or similar rights of any person or entity, nor has any claim of such infringement been threatened or asserted against iXL;

(c) The Final Deliverable of the Knowledge Management System will function, on the dates of delivery and acceptance and throughout the Term of this Agreement with properly configured Web Browsers described in the Statement of Work;

(d) The Custom Works accepted by Endeavor will comply with the specifications in the "Scope of Work" section of the Statement of Work, the Phase I Document, and any Change Orders;

(e) all services iXL performs under this Agreement will be performed in a workmanlike manner in accordance with applicable industry standards for development and interactive services; and

(f) iXL represents and warrants to Endeavor that the design of the Knowledge Management System and the Web-MD Courses developed hereunder will allow processing of 4-digit years and that their design is and will be, accordingly, Year 2000 compliant on the server and with the applications being used when iXL delivers those Custom Works for acceptance hereunder. iXL does not make any representation or warranty hereunder concerning (i) the extent to which data maintained by Endeavor or its agents and any Endeavor Content provided for input into, or display in connection with, the Custom Works includes 2-digit or 4-digit years, or (ii) whether the Knowledge Management System and the Web-MD Courses will operate in a manner that is Year 2000 compliant after any modifications are made to the Endeavor Content, to the type of equipment on which the Knowledge Management System and the Web-MD Courses are hosted or accessed, or to the applications used in connection with the Knowledge Management System or the Webb-MD Courses.

Endeavor represents and warrants to iXL that:

(a) Endeavor is fully authorized to enter into and fully able to perform under this Agreement, to furnish the materials and to grant the rights and licenses provided for in this Agreement, and Endeavor is not subject to any conflicting obligations that will or might prevent Endeavor from furnishing such materials or from granting that the rights and licenses provided for in this Agreement.

(b) Endeavor either owns or has the right to authorize the use as contemplated herein of the Endeavor Content and the Endeavor Marks. Endeavor further represents and warrants that use of the Endeavor Content and of the Endeavor Marks as contemplated hereunder does not and will not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary or intellectual property rights of any third party.

Endeavor hereby indemnifies and holds iXL harmless from any claims that use of any such Endeavor Content or Endeavor Marks was infringing or not authorized.

Unless terminated earlier pursuant to this Article 19, the term of this Agreement (the "Term") shall begin on the date hereof (the "Effective Date"), continue for a one-year period after the Effective Date.

facsimile transmission or five (5) days after posting if sent by certified United States mail, return receipt requested, with postage pre-paid and addressed as follows:

If to iXL:          iXL, Inc.
                    1888 Emery Street, N.W.
                    Atlanta, Georgia  30318
                    Attn:  Doug Pendergast
                    Fax:  (404) 267-3801

With a copy to:     Minkin & Snyder
                    One Buckhead Plaza
                    3060 Peachtree Road
                    Suite 1100
                    Atlanta, Georgia  30305
                    Attn:  James S. Altenbach, Esq.
                    Fax:  (404) 233-5824

If to Endeavor:     Endeavor Technologies, Inc.
                    3399 Peachtree Road, Suite 400
                    Atlanta, Georgia  30326
                    Attn:  Jeffrey T. Arnold
                    Fax:  (404) 479-7651

A copy to:          ETI
                    3399 Peachtree Road, Suite 400
                    Atlanta, Georgia  30326
                    Attn:  Michael Heekin
                    Fax:  (404) 479-7651

IN WITNESS WHEREOF, this Agreement was executed by the parties as of the date first written above.

iXL, Inc.

By:  /s/ Steve Floyd
     ---------------

Name:  Steve Floyd
       -----------

Title:  President, iXL Learning
        -----------------------
        Sr. Vice President, iXL

Endeavor Technologies, Inc.

By:  /s/ W. Michael Heekin
     ---------------------

Name:  W. Michael Heekin
       -----------------

Title:  Chief Operating Officer
        -----------------------

EXHIBIT A

CHANGE ORDER TO STATEMENT OF WORK NO. 1 TO
iLEARN DEVELOPMENT AND INTERACTIVE SERVICES AGREEMENT
BETWEEN iXL, INC. AND ENDEAVOR, INC.
DATED JUNE ___, 1998
(THE "STATEMENT OF WORK")

The parties agree that the Statement of Work is hereby modified as follows and that this Change Order shall be attached as an exhibit to and incorporated in the Statement of Work.

Resulting changes to "Project Timetable and Deliverables Schedule" in the Statement of Work.

iXL, Inc.

By:  /s/ Steve Floyd
     ---------------

Name:  Steve Floyd
       -----------

Title:  President, iXL Learning
        -----------------------
        Sr. Vice President, iXL

Endeavor Technologies, Inc.

EXHIBIT B
STATEMENT OF WORK NO. 1
TO iLEARN DEVELOPMENT AND INTERACTIVE SERVICES AGREEMENT
BETWEEN iXL, INC. AND ENDEAVOR TECHNOLOGIES, INC.

The following is Statement of Work No. 1 (the "Statement"), made as of June ___, 1998, to the iLearn Development and Interactive Services Agreement (the "Agreement") executed on June ___, 1998, between iXL, Inc. ("iXL") and Endeavor, Inc. ("Endeavor"). Except as specifically stated herein, each capitalized term used in this Statement shall have the same meaning as is assigned to it in the Agreement.

BASIC TERMS

. This pricing assumes no exclusivity for iLearn or Code which may be used by iXL for other clients in the healthcare industry. However, Endeavor will have exclusive rights to the on-line training content itself.

. The initial HTML text-based CME/CEU content will already be accredited. Any additional accreditation fees required after conversion to online multimedia courses or for obtaining accreditation for new or original content will be paid separately by Endeavor or the content provider and will not be considered part of iXL's compensation hereunder or affect delivery and acceptance of Web-MD Courses hereunder.

. iXL will use reasonable commercial efforts to effect a strategic alliance between Endeavor and the Thomson Corporation ("Thomson") on terms that are reasonably acceptable to Endeavor. Endeavor will keep iXL advised of the progress of its relationships with Thomson and, if possible, work with iXL to develop any educational or training content.

. Any electronic commerce solutions required for the online sale of educational content will be built and charged separately and are beyond the scope of this Statement of Work.

. Any system development, licensing fees or maintenance costs for the hardware, system software, or hosting of the online courses for distribution/delivery will be the responsibility of Endeavor.

. After the initial management/tracking engine and production templates are built, the content creation model could apply to other vertical markets with some modification to the original engine/templates. (Such modification goes beyond the scope of work under this Statement and will not be included in the Phase I Document).

. Any unique Web-MD specific hardware, software or net work licenses, equipment and support needed for development will be provided by Endeavor.

(a) Upon execution of this Agreement, the up front portion of $ *** the contract amount

(b) Seven monthly payments on remainder of the $ *** $ *** amount (beginning on June 1, 1998, and ending with payment on December 1, 1998)

The contract amount under this Statement was based on the following analysis and estimates of the fixed and variable costs of this project and performance hereunder by iXL.

---------------------------------------------------------------------------------------------------
                                    Initial Costs            Annual Costs            Number of
                                                       (updates, enhancements)        Years
---------------------------------------------------------------------------------------------------
Design and creation of           $ *** per vertical      $ *** per interface             2*
 Endeavor training interface
 templates
---------------------------------------------------------------------------------------------------
Development of a content         $ ***                   $ ***                           2*
 integration system to
 standardize and streamline
 the creation or conversion of
 the courses to iLearn format
---------------------------------------------------------------------------------------------------
Development and licensing of     $ ***                   $ ***                           2*
 knowledge management system
 for tracking, testing, and
 administration of training
 content
---------------------------------------------------------------------------------------------------
Subtotal                         $ ***                   $ ***                           2*
---------------------------------------------------------------------------------------------------

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

--------------------------------------------------------------------------------------------------
                                                           Source of Content
--------------------------------------------------------------------------------------------------
Design and creation of online-enabled      Existing/HTML Text-based    New Online Courses from
 training content                                                      existing print content
                                                                       (i.e. Thomson, Emory, etc.)
--------------------------------------------------------------------------------------------------
- Audio, text and graphics only            $ ***/hour of training      $ ***/hour of training
--------------------------------------------------------------------------------------------------
- Video, audio, text, and graphics         $ ***/hour of training      $ ***/hour of training
--------------------------------------------------------------------------------------------------
Development of "local" online training     $ ***/hour of training      $ ***/hour of training
 programs (iLearn Templates)
--------------------------------------------------------------------------------------------------

In exchange for the payments described above, the scope of work hereunder shall include:

50 hours of training content in 1998, includes access to iLearn Content Integration System and Knowledge Management System.

1998 50 hours of course content at $ ***/hour (all audio and all conversion of existing content) $ ***/year for converting and building new courses $ *** for engine/template development Subtotal: $ ***

Contract total: $ ***

At this time, the parties have agreed on the following description of the services and functionality to be provided hereunder:

DETAILED DESCRIPTION OF SERVICES

iLEARN FUNCTIONALITY

The content for CME/CEU training for Web MD will be delivered using Java Applets and Servlets, allowing for any computer, NC or Desktop, to be able to access the online training.

The iLearn functionality that will be available to users of each of the Web MD training courses are:

. Secure Login Environment
. Graphically branded environment
. Online driven Menu Navigator
. Content delivered via timed slides and Streaming Audio
. FAQs
. Glossary
. Threaded discussion
. Accredited Testing
. Search capabilities within the course

KNOWLEDGE MANAGEMENT SYSTEM

There are three distinct components to the future Endeavor Training system:

. The server component that stores the training content and is primarily responsible for the management and delivery of the content
. The client component, whether browser-based, player-based or some hybrid thereof, that serves as the user interface that the Trainee uses for training
. A Knowledge Management System, the component that is primarily responsible for the tracking of delivered content to the extent defined in this document. Other responsibilities of Knowledge Management System include validating users before they begin training sessions, determining the training modules that are available or mandatory for a user, etc.

The Knowledge Management System will run as a database application on a central server. This implies that all end-users must have connectivity, and the required level of access to the Knowledge Management System.

Endeavor subscribers may also take training from non-hospital locations, such as their homes, by dialing in. In order to enable the transfer of content as well tracking data between the server and client, the dial-in user must remain connected to the Internet for the duration of the Lesson.

The Knowledge Management System administration Web content developed must work with Netscape Navigator 3.0 and Microsoft Internet Explorer 3.02 or greater.

The Knowledge Management System will capture and store CME/CEU training information. The following information should be captured:

. Trainee ID
. Course name
. Course description
. Name of offering institution
. Date/time started
. Date/time ended
. Name of certificate or degree
. Score or grade received
. Credit hours received
. Additional comments

The Knowledge Management System will allow a standard reporting solution for accreditation purposes for those taking the courses. In addition, it will provide reports for content publishers and providers to monitor the usage of their courses.

--------------------------------------------------------------------------------------------------------------
                               MATERIALS TO BE PROVIDED IMMEDIATELY BY ENDEAVOR
                                          (CONTENT, GRAPHICS, MARKS)
--------------------------------------------------------------------------------------------------------------
Specify Whether for        Required Content          Detailed         Format         Party         Date Due
 Knowledge Management                              Description                    Responsible
 System, iLearn
 Template, Web-MD
 Template Design, or
 Web-MD Courses
--------------------------------------------------------------------------------------------------------------
Information on volume   Detail concerning                                        Endeavor       July 1, 1998
 issues                 concurrent access
--------------------------------------------------------------------------------------------------------------
Sample of Content       Most complex training                                    Endeavor       July 1, 1998
--------------------------------------------------------------------------------------------------------------
Network Topology        Information on                                           Endeavor       July 1, 1998
                        whether it is a
                        controlled environment
--------------------------------------------------------------------------------------------------------------
Client Platforms        All NC machines or                                       Endeavor       July 1, 1998
                        desktops?
--------------------------------------------------------------------------------------------------------------
Bandwidth               How will content be                                      Endeavor       July 1, 1998
                        served?
--------------------------------------------------------------------------------------------------------------

Estimated license fees to be provided by iXL as soon as practicable after execution of this Agreement.

iXL Project Manager:

Endeavor Project Manager:

Endeavor further agrees to reimburse iXL for certain out-of-pocket expenses as follows: (a) travel with the Endeavor's previous approval, based on coach fares when available, and reasonable meals and lodging; and (b) overnight courier and other expedited delivery costs, not to exceed a total of $300 for all deliveries under this Statement without prior approval of Endeavor.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Statement of Work No. 1 as of the date stated above.

iXL, Inc.

By:  /s/ Steve Floyd
     ---------------

Name:  Steve Floyd
       -----------

Title:  President, iXL Learning
        -----------------------
        Sr. Vice President, iXL

Endeavor Technologies, Inc.

By:  /s/ W. Michael Heekin
     ---------------------

Name:  W. Michael Heekin
       -----------------

Title:  Chief Operating Officer
        -----------------------

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.26

LICENSE AGREEMENT

This License Agreement ("Agreement") is between Network Computer, Inc., 1000 Bridge Parkway, Redwood Shores, California 94065 ("NCI") and Endeavor Technologies, Inc., 3399 Peachtree Road, Suite 400, Atlanta, Georgia 30326 ("ENDEAVOR"). The parties agree as follows:

1. DEFINITIONS

1.1 "INTERNET SERVICES" shall mean the Internet applications and services offered to Subscribers (as defined below) by ENDEAVOR through ENDEAVOR's server or by ENDEAVOR through an ISP Partner's server, which applications and services utilize the NCI Server Software and which applications and/or services are described on Exhibit A.

1.2 "ISP PARTNER" shall mean a third party internet service provider that has previously entered into a separate written license agreement with NCI for the NCI Server Software to provide the Internet Services to Subscribers to whom Subscriptions are granted by ENDEAVOR. ISP Partners shall have no right to grant Subscriptions hereunder.

1.3 "HOSPITALS" shall mean non-contiguous in-patient medical facilities or single main in-patient medical facilities with Satellites that are validly licensed to provide the Web-MD Hospital Services (as defined below) pursuant to Hospital Sublicense Agreements (as defined below). "Satellites" shall mean in-patient medical facilities which in total have less than fifty percent (50%) of the bed capacity of the main in-patient medical facility and share the same computer data network as the main in- patient medical facility.

1.4 "NC CARD" shall mean a card which may be distributed to Subscribers through which Subscribers are authorized to access the Internet Services. ENDEAVOR shall control the look of the NC Cards provided to ENDEAVOR provided that such look shall be subject to the review and approval of NCI consistent with the then-current NCI NC Card Elements and Usages guidelines (which approval shall not be unreasonably withheld). ENDEAVOR acknowledges that, once activated for a Subscriber, NC Cards may not be reused and/or reactivated for another Subscriber.

1.5 "NCI APPROVED NETWORK COMPUTER DEVICE" shall mean a network computer device distributed under a Network Computer Manufacturer's and/or ENDEAVOR's label which is approved by NCI as conforming to the applicable NCI set-top box design standards and contains a validly licensed copy of the software identified as NCI Client Software on Exhibit A hereto.

1.6 "NETWORK COMPUTER MANUFACTURERS" shall mean third parties, excluding ISP Partners, authorized in advance by NCI who manufacture and distribute NCI Approved Network Computer Devices.

1.7 "NCI SOFTWARE" shall mean, collectively, the NCI Custom Connect Server(TM) software (the "NCI Server Software") described on Exhibit A attached hereto, as may be amended by the parties from time to time; the user guides and manuals for use of the software provided to ENDEAVOR hereunder ("Software Documentation"); and Updates provided to ENDEAVOR hereunder. Unless expressly provided herein, references to the NCI Server Software shall not include the SDKs or Betas (as defined below).

1.8 "PROGRAM ERRORS" shall mean one or more reproducible deviations in the NCI Server Software or SDKs from the applicable functional specifications set forth in the Software Documentation or SDK Documentation, as applicable.

1.9 "SDKS" shall mean, collectively, (i) NCI Server Software development kit,
(ii) the NCI TV Navigator software development kit, which shall be modified by NCI to connect to ENDEAVOR's, a Hospital's, and/or ISP Partner's website, (iii) the NCI TV Navigator Content development kit; (iv) the user guides and manuals for use of the SDKs provided to ENDEAVOR hereunder ("SDK Documentation"); and (v) Updates provided to ENDEAVOR hereunder. Unless expressly provided herein, references to the SDKs shall not include the Betas (as defined below).

1.10 "SUBSCRIBER" shall mean each end user customer that acquires a Subscription from ENDEAVOR to access the NCI Server Software using the NCI Client Software through the NC Card and/or through an NCI Approved Network Computer Device as part of the Internet Services or Web-MD Hospital Services (as defined below). ENDEAVOR shall only grant Subscriptions to Subscribers located in the Territory.

1.11 "SUBSCRIPTION" shall mean a nonexclusive, nontransferable, cancelable right granted by ENDEAVOR to a Subscriber to access the NCI Server Software using the NCI Client Software through the NC Card and/or through an NCI Approved Network Computer Device solely as part of the Internet Services or Web-MD Hospital Services.

1.12 "TECHNICAL SUPPORT" shall mean the technical support provided by NCI solely to ENDEAVOR under NCI's standard policies in effect during the term hereof, a current copy of which is attached hereto as Exhibit C.

1.13 "TERRITORY" shall be the United States, Canada and Mexico.

1.14 "UPDATE" shall mean minor updates of the NCI Server Software and/or SDKs which are made generally commercially available by NCI to its customers for no additional fee.

1.15 "WEB-MD HOSPITAL SERVICES" shall mean the Internet applications and services offered to Subscribers in the Hospital's in-patient rooms by a Hospital through such Hospital's server which applications and services are tailored for Hospital patients utilize the NCI Server Software and which applications and/or services are described on Exhibit A.

2. LICENSES GRANTED/HARDWARE ACQUISITION ASSISTANCE

2.1 NCI SDK LICENSES

Subject to the terms and conditions of this Agreement, NCI hereby grants to ENDEAVOR a license to use, solely at the address set forth above, five (5) NCI Custom Connect Server SDK developer seats, three (3) NCI TV Navigator SDK developer seats and the NCI TV content development kit in accordance with the terms and conditions set forth herein and in the applicable SDK license agreements as included with the applicable SDK, and incorporated herein by reference. ENDEAVOR shall have no rights to market and/or distribute the SDKs.

2.2 NCI SERVER SOFTWARE LICENSE

Subject to the terms and conditions of this Agreement and in consideration of the fees set forth herein, NCI grants ENDEAVOR a nonexclusive, nontransferable license in the Territory to use NCI Server Software:

(a) for internal testing and demonstration purposes solely in connection with the Internet Services and Web-MD Hospital Services on NCI Approved Network Computer Devices;

(b) to copy, install, and use copies of the NCI Server Software for purposes of deployment of the Internet Services on NCI Approved Network Computer Devices (and deployment of the Web-MD Hospital Services on NCI Approved Network Computer Devices in connection with 2.2(c) below), and to grant Subscriptions to access the NCI Server Software to Subscribers optionally through NC Cards and as set forth herein (including, without limitation, as set forth in Section 2.2); and

(c) to sublicense (subject to Hospital Sublicense Agreements described in Section 2.5 below) solely to Hospitals the right to (i) to copy, install, and use copies of the NCI Server Software for purposes of deployment of Web-MD Hospital Services on NCI Approved Network Computer Devices in such Hospital's in-patient rooms and (ii) to grant Subscriptions to allow Subscribers who are patients in the Hospital to access the Web-MD Hospital Services through the NCI Server Software.

NCI shall deliver to ENDEAVOR's address following execution of this Agreement, a master copy of the NCI Server Software and the SDKs. ENDEAVOR shall be responsible for, and shall ensure that the Hospitals are responsible for, copying and deploying the NCI Server Software as part of the Internet Services and the Web-MD Hospital Services, respectively. ENDEAVOR shall, and shall require each Hospital to, grant Subscriptions to Subscribers in the Territory with respect to the NCI Software solely through written agreements (e.g., written shrinkwrap or electronic wrapper agreements) as provided in this paragraph ("Subscription Agreements"). Upon NCI's request, ENDEAVOR shall, and shall require that each Hospital, provide NCI with copies of ENDEAVOR's standard Subscription Agreement.

Every Subscription Agreement shall include, at a minimum, contractual provisions which:

1. Prohibit title to the NCI Software from passing to the Subscriber or any other party;

2. Disclaim, to the extent permitted by applicable law, NCI's liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the NCI Software;

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

3. Prohibit the reverse engineering, disassembly or decompilation of the NCI Software by either the Subscriber or any other party; and

4. Require the Subscriber, at the termination of the relevant Subscription Agreement, to discontinue use of the NCI Software and either destroy the NCI Software or return the NCI Software to ENDEAVOR.

ENDEAVOR shall not grant access to the NCI Server Software through any process other than Subscription as described herein.

2.3 ADDITIONAL LICENSE

Subject to the terms and conditions of this Agreement and in consideration of the fees specified in Article 4, NCI grants ENDEAVOR a nonexclusive, nontransferable license in the Territory, and ENDEAVOR hereby agrees, to distribute to Subscribers, directly or indirectly through ISP Partners and Hospitals, the resulting NCI client software and updates thereto created by ENDEAVOR using the NCI TV Navigator SDK pursuant to the applicable SDK license.

2.4 BETA LICENSE

NCI may, at its discretion deliver ENDEAVOR experimental versions of the NCI Software or SDKs in the form of beta or pre-release versions ("Betas") subject to the following terms:

(i) Subject to all restrictions set forth in this Agreement, NCI grants solely to ENDEAVOR a limited, non-exclusive and non-transferable license to use the Betas solely at address set forth above and only for the purpose of evaluating and testing such Betas. Except as expressly set forth herein, the license granted to ENDEAVOR in this Section 2.4 ("Beta License") shall not be for any other purpose, and any other use by ENDEAVOR shall constitute a material breach of this Agreement.

(ii) ENDEAVOR will supply NCI with an evaluation report every two
(2) weeks, with the first evaluation report due two (2) weeks after NCI delivers the applicable Beta (collectively, the "Evaluation Reports"). The Evaluation Reports shall set forth in reasonable detail the tests performed, the results of those tests, problems or deficiencies encountered in the testing process, suggested solutions to the problems and recommended action for modification of the Betas based on ENDEAVOR's test results. The Evaluation Reports shall be delivered via electronic mail to the following email address: eval@nc.com (or as otherwise agreed to by the parties).

(iii) ENDEAVOR shall cease using and destroy all copies of any Betas provided hereunder upon the earlier of (a) NCI's delivery of the production version of such software; (b) NCI's written notice to ENDEAVOR; and (c) termination of this Agreement.

2.5 HOSPITAL SUBLICENSE AGREEMENTS

All sublicenses by ENDEAVOR to Hospitals shall be subject to written agreements executed by ENDEAVOR and such Hospital ("Hospital Sublicense Agreements") and shall include the minimum terms and conditions set forth on Exhibit G hereto and terms at least as restrictive and protective of NCI's rights as the following Sections: 2.2 ("NCI Server Software License"), 2.5 ("Hospital Sublicense Agreements"), 2.6 ("Title"), 2.7 ("Limitations on Use"), 6.4 ("Effect of Termination"), 7 ("Indemnities, Warranties, Remedies"), and 8 ("General Terms"). ENDEAVOR shall, and shall require each Hospital to, protect NCI's proprietary rights, shall enforce each Hospital Sublicense Agreement, and shall use, and shall require each Hospital to use, commercially reasonable efforts to enforce each Subscription Agreement. ENDEAVOR shall notify NCI, and shall require each Hospital to notify ENDEAVOR, in writing of any breach of a material obligation under a Hospital Sublicense Agreement or a Subscription Agreement affecting the NCI Software, the SDKs, Software Documentation or SDK Documentation of which ENDEAVOR or the Hospital, as applicable, is aware or should be aware. ENDEAVOR will reasonably cooperate, and will require each Hospital and ISP Partner to reasonably cooperate, with NCI in any legal action to prevent or stop unauthorized use, reproduction or distribution of the NCI Software, SDKs, Software Documentation or SDK Documentation.

2.6 TITLE

NCI shall retain all title, copyright, and other proprietary rights in the NCI Logo, the NCI Software, the SDKs, the Betas, and any modifications or translations thereof. None of ENDEAVOR, the Hospitals, the ISP Partners or the Subscribers acquire any rights in the NCI Logo, the NCI Software, the SDKs or the Betas other than those specified in this Agreement.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

2.7 LIMITATIONS ON USE

A. ENDEAVOR shall not use or duplicate the NCI Software, the SDKs or the Betas for any purpose other than as specified in this Agreement or make the NCI Software, the SDKs or the Betas available to unauthorized third parties. ENDEAVOR shall not, and shall ensure that the Hospitals do not, cause or permit the reverse engineering, disassembly, or decompilation of the NCI Software. ENDEAVOR may copy the NCI Server Software, the SDKs and the Betas solely for archival or backup purposes.

B. In marketing the Internet Services and Web-MD Hospital Services, ENDEAVOR shall not, and shall take commercially reasonable steps to ensure that the Hospitals do not, engage in any deceptive, misleading, or illegal practices that may be detrimental to NCI or to the NCI Software and shall not make any representations, warranties, or guarantees to Subscribers concerning the NCI Software that are inconsistent with or in addition to those made in this Agreement or by NCI.

C. ENDEAVOR shall not, and shall take commercially reasonable steps to ensure that the Hospitals do not, make any representations with respect to the content and/or ownership of the NCI Software, the SDKs or the Betas.

D. ENDEAVOR shall, and shall require that the Hospitals, provide the following disclaimer to each Subscriber: This service/product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of this product could lead directly to death, personal injury, or severe physical or environmental damage.

2.8 HARDWARE ACQUISITION ASSISTANCE

***

3. TECHNICAL SERVICES

3.1 TECHNICAL SUPPORT

NCI shall provide only to ENDEAVOR the Technical Support services with respect to the NCI Software and SDKs specified in Exhibit B and in Exhibit C which are ordered by ENDEAVOR, subject to the payment by ENDEAVOR of the fees set forth in Exhibit B and pursuant to the procedures set forth in
Section 4.2 below. ENDEAVOR is solely responsible for providing all technical support to Hospitals and all Subscribers.

3.2 TRAINING OR CONSULTING SERVICES

NCI will provide training services as described in Exhibit B hereto, subject to NCI's terms and conditions in effect when ordered by ENDEAVOR and subject to NCI's training class schedule. All training shall be held at NCI's facilities. NCI or NCI's agent will provide consulting services as described in Exhibit B hereto, subject to NCI's or NCI's agent's terms and conditions in effect when ordered by ENDEAVOR and subject to availability of appropriate personnel of NCI or NCI's agent.

4. FEES AND PAYMENTS

4.1 LICENSE FEE, REPORTS AND FORECASTS

A. LICENSE FEE

In consideration of the rights granted by NCI to ENDEAVOR under this Agreement, ENDEAVOR shall pay NCI the non-cancellable, non-refundable license fees and activation fees as set forth in Exhibit B hereto. ENDEAVOR shall not be relieved of its obligation to pay fees owed to NCI by the nonpayment of such fees by Subscribers. All activation fees due to NCI hereunder shall be paid to NCI Quarterly in arrears based on the number of active Subscribers during the previous Quarter.
The parties acknowledge and agree that ENDEAVOR is free to determine unilaterally its own price to all Subscribers, Hospitals, and ISP Partners.

B. REPORTS

Within thirty (30) days after the end of each calendar quarter ("Quarter"), ENDEAVOR shall send NCI a report detailing (a) the total number of active Subscribers for each month during such Quarter broken out by ENDEAVOR, ISP Partner and Hospital; (b) the Max Subs Current Quarter (as defined below).
(c) the Max Subs Previous Quarters (as defined below), (d) the Net-New Subscriptions (as defined below), (e) the number of NC Cards activated by ENDEAVOR during such Quarter broken out by ENDEAVOR, ISP Partner and Hospital;(f) the total fees broken out by types of fees (e.g., license fees, fees for Technical Support, etc.) due (the "Subscription Report"). At the time it provides this report, ENDEAVOR shall also pay all fees due under such Subscription Report.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

C. NC CARD FORECASTS

In addition, beginning with the first day of the third month after the month of the Effective Date and on the first day of each month thereafter, ENDEAVOR shall provide to NCI (i) written rolling forecast information with regard to the anticipated volume of NC Cards that ENDEAVOR anticipates purchasing over the following four (4) month period; (ii) the amount of NC Cards that ENDEAVOR commits to purchase on the date sixty (60) days from the relevant report (the "Commitment Amount") provided that each such Commitment Amount must be at least five thousand (5,000) NC Cards; and
(iii) the final artwork (as described in Section 1.4) for the NC Cards for the relevant Commitment Amount. All artwork for NC Cards requires a lead time of at least sixty (60) days. The amount payable by ENDEAVOR with regard to each Commitment Amount shall be non-cancelable. ENDEAVOR shall purchase and pay for the NC Card fees specified in Section 4.2.C for each Commitment Amount within thirty (30) days following delivery of such Commitment Amount.

4.2 TECHNICAL SUPPORT FEES, SERVICES FEES AND NC CARD FEES

A. TECHNICAL SUPPORT FEES

ENDEAVOR shall pay to NCI the non-cancellable, non-refundable Technical Support fees set forth in Exhibit B hereto in accordance with the terms set forth therein. In the event that ENDEAVOR discontinues Technical Support for the NCI Server Software and/or any of the SDKs and subsequently desires to reinstate Technical Support, such reinstatement is subject to NCI's Technical Support reinstatement fees in effect on the date Technical Support is re-ordered.

B. SERVICE FEES

ENDEAVOR shall pay NCI the non-cancellable, non-refundable service fees for training and consulting services set forth in Exhibit B. For any agreed upon services to be provided by NCI at any location other than NCI facilities, ENDEAVOR shall reimburse NCI for reasonable travel and other expenses incurred, including meals.

C. NC CARD FEES

NCI will provide the NC Cards to ENDEAVOR at NCI's cost for such NC Cards; plus any costs associated with all artwork (as described in Section 1.4) on the NC Card including additional charges required for any artwork over and above four (4) colors; and NCI administrative expenses (such as shipping charges) related to procurement of the NC Cards for ENDEAVOR.

4.3 GENERAL PAYMENT TERMS

Fees and royalties due by ENDEAVOR shall not be subject to set off for any claims against NCI. Except as otherwise provided in this Agreement, all payments made shall be in U.S. currency, at NCI at the following address:
Network Computer, Inc., Dept. 44224, P.O. Box 44000, San Francisco, California, 94144-4224 or at such other address as NCI may from time to time indicate by proper written notice hereunder, and shall be made without deductions based on any taxes or withholdings, except where such deduction is based on gross income. Any amounts payable by ENDEAVOR hereunder which remain unpaid after the due date shall be subject to a late charge equal to 1.25% per month from the due date until such amount is paid. ENDEAVOR agrees to pay applicable media and shipping charges. All invoices shall be sent to ENDEAVOR at the address set forth above Attn: Chief Financial Officer (Rob Draughon). All wire transfer information shall be sent to ENDEAVOR at the address set forth above Attn: Chief Financial Officer (Rob Draughon).

4.4 TAXES

Fees listed in this Agreement do not include taxes; if NCI is required to pay sales, use, value-added, or other similar taxes based on the licenses granted under this Agreement or the Subscriptions granted by ENDEAVOR, then such taxes shall be billed to and paid by ENDEAVOR.

5. RECORDS

5.1 RECORDS INSPECTION

ENDEAVOR shall maintain correct and accurate books and records in connection with activity under this Agreement. Such records shall include, without limitation, the information required in or related to the Subscription Reports. NCI may audit the relevant books and records of ENDEAVOR to ensure compliance with the terms of this Agreement upon reasonable notice to ENDEAVOR. Any such audit shall be conducted during regular business hours at ENDEAVOR's offices and shall not interfere unreasonably with ENDEAVOR's business activities. If an audit reveals that ENDEAVOR has underpaid fees to NCI, ENDEAVOR shall

be invoiced for such underpaid fees and ENDEAVOR shall remit payment of such invoice within thirty (30) days of the date of such invoice. If the results of such audit establish that inaccuracies in ENDEAVOR's books and records have resulted in an underpayment to NCI in an audited Quarter of more than the greater of five percent (5%) of the amount actually owed per audited Quarter or fifteen thousand dollars ($15,000) of the amount actually owed per audited Quarter, ENDEAVOR shall bear the reasonable out- of-pocket costs of the audit as to that Quarter.

6. TERM AND TERMINATION

6.1 TERM

This Agreement shall become effective on the Effective Date of this Agreement and shall continue for a period of three (3) year(s) (the "Term"), unless terminated as provided in the Agreement. Any renewal of this Agreement shall be subject to renegotiation of terms and fees.

6.2 TERMINATION FOR MATERIAL BREACH

Either party may terminate this Agreement upon forty-five (45) days written notice to the other party of a material breach of this Agreement, the breaching party fails to cure such material breach during the forty-five
(45) day period following delivery of such notice. Such notice shall include, in reasonable detail, the alleged material breach, and the start and end dates of the forty-five (45) day cure period. Any termination of this Agreement shall not relieve either party of its obligations as specified in Section 6.4.

6.3 FORCE MAJEURE

Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause which, in the exercise of prudent business practices, is beyond such party's reasonable control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of 180 days.

6.4 EFFECT OF TERMINATION

A. Upon expiration of this Agreement or termination by ENDEAVOR of this Agreement in accordance with Section 6.2, (i) all ENDEAVOR's rights to market and grant Subscriptions to new Subscribers for the NCI Software shall cease, and (ii) provided ENDEAVOR continues to pay to NCI the Technical Support Fees as set forth in Section 2 of Exhibit B, all licenses granted herein to ENDEAVOR shall continue solely for the purposes of providing the Internet Services and Web-MD Hospital Services to Post Termination Subscribers for the duration of the term of such Post Termination Subscribers' Subscription Agreement. A "Post Termination Subscriber" shall mean a Subscriber who, as of the effective date of such expiration or termination of this Agreement, has executed, and is not in breach of, a valid non-renewable Subscription Agreement. As of the effective date of such expiration or termination of this Agreement by ENDEAVOR, all Subscriptions shall become non-transferable and shall not be permitted to be transferred from one Subscriber to another Subscriber. Thereafter, upon the termination of any Subscription Agreement, ENDEAVOR shall require the applicable Subscriber to cease using the NCI Software. After all of the Subscription Agreements have terminated, all licenses granted herein shall terminate and ENDEAVOR shall cease using the NCI Software, the SDKs, and the Betas and shall require the Hospitals to cease using the NCI Software and shall either destroy or return to NCI, at NCI's option, all copies in all forms of the NCI Software, the SDKs, and the Betas.

B. Upon termination by NCI of this Agreement, in accordance with Section 6.2 all licenses granted herein shall terminate and ENDEAVOR's rights to fulfill, market and grant Subscriptions for the NCI Software (as set forth in this Agreement) shall cease, and ENDEAVOR shall cease using the NCI Software, the SDKs, and the Betas and shall require all Subscribers and Hospitals to cease using the NCI Software and shall either destroy or return to NCI, at NCI's option, all copies in all forms of the NCI Software, the SDKs, and the Betas.

C. The termination of this Agreement or any license shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve ENDEAVOR's obligation to pay all fees that have accrued or that ENDEAVOR has agreed to pay under this Agreement, any ordering document under this Agreement, or any Subscription Reports required.

D. The parties' rights and obligations under

Sections 2.6, 2.7 and Articles 4, 5, 6, 7 and 8, excluding 8.3, shall survive termination of this Agreement.

7. INDEMNITY, WARRANTIES, REMEDIES

7.1 INFRINGEMENT INDEMNITY

NCI will defend and indemnify ENDEAVOR against a claim that the NCI Server Software or the SDKs infringe a copyright, provided that: (a) ENDEAVOR notifies NCI in writing within ten (10) days of ENDEAVOR's receipt of a written claim and within a reasonable period after notification of a verbal claim; (b) NCI has sole control of the defense and all related settlement negotiations; and (c) ENDEAVOR provides NCI with the reasonable assistance, information and authority necessary to perform NCI's obligations under this Section. Reasonable out-of-pocket expenses incurred by ENDEAVOR in providing such assistance will be reimbursed by NCI. NCI shall have no liability for any claim of infringement based on (x) use of a superseded or altered release of the NCI Software if the infringement would have been avoided by the use of a current unaltered release of the NCI Software which NCI provides to ENDEAVOR, (y) the combination, operation or use of the NCI Software or SDKs with software, hardware or other materials not furnished by NCI if such infringement would have been avoided by the use of the NCI Software or SDKs without such software, hardware or other materials; or (z) related to the Betas in any way. In the event that portions of the NCI Software are held or are believed by NCI to infringe, NCI shall have the option, at its expense, to (i) modify the NCI Software to be noninfringing;
(ii) obtain for ENDEAVOR a license to continue using the NCI Software. If NCI is unable to effect either (i) or (ii) above, NCI may, in its discretion, terminate the license for the infringing NCI Software and refund to ENDEAVOR all amounts paid hereunder with respect to the infringing NCI Software, reduced on a straight-line pro-rata basis over five (5) years from the Effective Date. This Section states NCI's entire liability and ENDEAVOR's exclusive remedy for infringement.

7.2 WARRANTIES AND DISCLAIMERS

NCI warrants only to ENDEAVOR for *** (***) days from delivery of the NCI Software that it will be capable of performing the functions substantially as described in the Software Documentation when operated as described in the Software Documentation. NCI warrants only to ENDEAVOR that the Technical Support and consulting services will be performed consistent with generally accepted industry standards, which shall be valid for ninety (90) days from performance of service. THE SDKS AND THE BETAS ARE PROVIDED "AS IS." THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ENDEAVOR shall not make any warranty on behalf of NCI.

7.3 EXCLUSIVE REMEDIES

For any breach of the warranty for the Technical Support services and consulting services, ENDEAVOR's sole and exclusive remedy, and NCI's entire liability, shall be, in NCI's discretion, either the reperformance of the applicable services or a refund of the portion of the fees paid to NCI applicable to such services. For any breach of the warranty for the NCI Software, ENDEAVOR's sole and exclusive remedy, and NCI's entire liability, shall be, at NCI's option: correction of the Program Errors that cause breach of the warranty, or termination of this Agreement and a refund to ENDEAVOR of the portion of the fees paid to NCI with respect to affected NCI Software.

7.4 INDEMNIFICATION OF NCI

ENDEAVOR will defend and indemnify NCI against: (a) all claims and damages to NCI arising from any use by ENDEAVOR, ISP Partners, Hospitals and/or Subscribers of any product or service not provided by NCI but used in combination with the NCI Software if such claim would have been avoided by the exclusive use of the NCI Software; and (b) all claims and damages to NCI caused by ENDEAVOR's failure to include the required contractual terms set forth in Section 2.5 ("Hospital Sublicense Agreements") hereof in each Hospital Sublicense Agreement, or ENDEAVOR's or a Hospital's failure to include in each Subscription Agreement the required contractual terms set forth in Section 2.2; (c) all claims and damages to NCI caused by a Hospital's breach of any of the applicable provisions required by 2.6 ("Hospital Sublicense Agreements") or Exhibit G hereto;

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

and all claims and damages to NCI caused by a Subscriber's breach of the Subscription Agreement.

8. GENERAL TERMS

8.1 NONDISCLOSURE

By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the NCI Software, the SDKs, the Betas, the terms and pricing under this Agreement, and all other information clearly identified as confidential.
A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. In the event a party is required by law to disclose the other party's Confidential Information, the receiving party shall provide the disclosing party with reasonable notice to allow the disclosing party to obtain a protective order. In the event that ENDEAVOR is required to disclose the terms of this Agreement pursuant to the rules of the Securities Exchange Commission ("SEC"), ENDEAVOR shall promptly notify NCI in writing and ENDEAVOR shall use best efforts to obtain confidential treatment of the terms which NCI reasonably designates as confidential. All pricing terms, including without limitation, activation fees, license fees, Technical Support fees and training and consulting services fees shall be deemed confidential terms. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of two years after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

8.2 COPYRIGHTS

The NCI Software, the SDKs and the Betas are copyrighted by NCI or its licensor(s). ENDEAVOR shall, and shall require that the Hospitals, (i) retain all NCI copyright notices on the NCI Software, the SDKs and the Betas used by ENDEAVOR under the licenses granted hereunder, and (ii) comply with all third party licensor restrictions, a current list of which is set forth on Exhibit E hereto. ENDEAVOR shall include a reproduction of NCI's copyright notice on all copies of the NCI Software, the SDKs and the Betas deployed by ENDEAVOR in whatever form.
Such notices (i) shall be placed on the bottom of the introductory splash screen for the Internet Services and the Web-MD Hospital Services in a readable font which may be smaller than the font for the rest of the page and (ii) shall provide a click-through to a page where all relevant notices may be included. Notwithstanding any copyright notice by ENDEAVOR to the contrary, the copyright to the NCI Software included in any such Internet Services and the Web-MD Hospital Services shall remain in NCI.

8.3 TRADEMARKS

NCI trademarks, logo and tradename set forth on Exhibit A hereto (collectively, the "NCI Logo") belong to NCI; ENDEAVOR will have no rights in such marks except as expressly set forth herein and as specified in writing from time to time. ENDEAVOR shall use and is hereby granted a non- transferable, non-exclusive, non-assignable and restricted license (with the right to sublicense solely to the Hospitals) during the term of this Agreement and in the Territory, to use the NCI Logo on all uses and/or copies of the NCI Software and Software Documentation made in accordance with this Agreement and on all marketing and promotional materials referencing the NCI Software, Internet Services or Web-MD Hospital Services, subject to NCI's prior written approval in each instance. ENDEAVOR shall use, and shall require that the Hospital use, the NCI Logo shall be in accordance with (i) NCI's Signature Guidelines in effect at the time as updated from time to time by NCI, a current version of which is set forth in Exhibit D attached hereto and (ii) NCI's branding requirements in effect at the time as updated from time to time by NCI. . ENDEAVOR shall not, and shall ensure that the Hospitals do not, use the NCI Logo or any NCI trademarks or any other

mark likely to cause confusion with the NCI trademarks as any portion of
ENDEAVOR's

tradename, trademark for the NCI Software, or trademark for any other products of ENDEAVOR. All such usage shall inure to NCI's benefit. ENDEAVOR shall not, and shall ensure that the Hospitals do not, register any NCI Logos without NCI's express prior written consent. ENDEAVOR shall not, and shall ensure that the Hospitals do not, contest NCI's ownership of, or rights in, the NCI Logos. From time to time, at NCI's request, ENDEAVOR shall, and shall require the Hospitals to, supply a reasonable number of samples of the NCI Software, Software Documentation, and all other materials bearing any of the NCI Logo so that NCI may conduct quality control reviews to ensure that usage of the NCI Logo complies with the terms of this section including, without limitation, NCI's trademark policies, branding requirements and other NCI standards for such usage. In the event that NCI notifies ENDEAVOR that ENDEAVOR or a Hospital(s) has failed to comply as set forth herein, ENDEAVOR shall, and/or shall ensure that the Hospital, suspend distribution and use of the NCI Software until ENDEAVOR has satisfied NCI that the foregoing requirements have been met. ENDEAVOR agrees with respect to each registered trademark of NCI, to include, and shall require the Hospitals to include, in each advertisement, brochure, or other such use of the trademark, the trademark symbol "circle R" and the following statement:
______is a registered trademark of Network Computer, Inc., Redwood Shores, California Unless otherwise notified in writing by NCI, ENDEAVOR agrees with respect to the NCI Logo trademark of NCI and to every other trademark of NCI, to include, and shall require the Hospitals to include, in each advertisement, brochure, or other such use of the trademark, the symbol "TM" and the following statement:
__(NCI Logo/trademark)__ is a trademark of Network Computer, Inc., Redwood Shores, California

ENDEAVOR shall not, and shall ensure that the Hospitals do not, market the NCI Software in any way which implies that the NCI Software is the proprietary product of ENDEAVOR or of any party other than NCI. NCI shall not have any liability to ENDEAVOR or the Hospitals for any claims made by third parties relating to ENDEAVOR's or the Hospitals use of NCI's trademarks.

8.4 PUBLIC ANNOUNCEMENTS

NCI and ENDEAVOR shall cooperate with each other so that each party may issue a public announcement concerning this Agreement within thirty (30) days following the Effective Date of this Agreement; provided, that both parties approve any such public announcement in writing prior to its release. Such public announcement shall include a quote attributable to an executive officer of each party.

8.5 MARKETING

NCI will use reasonable good faith efforts to participate and/or facilitate the promotional activities set forth on Exhibit F.

8.6 RELATIONSHIP BETWEEN PARTIES

In all matters relating hereto, ENDEAVOR and NCI will act as independent contractors to each other. The relationship between NCI and ENDEAVOR is that of licensor/licensee. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, nor to represent the other as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party's right to independently develop or distribute software which is functionally similar to the other party's product, so long as proprietary information of the other party is not included in such software.

8.7 ASSIGNMENT

Neither party may assign or otherwise transfer, any rights under this Agreement without the other party's prior written consent, such consent not to be unreasonably withheld, except in the event of a merger, acquisition or sale of all or substantially all of such party's assets in which case prior written consent is not required for such assignment. The parties acknowledge and agree that it is reasonable for a non-assigning party to withhold consent in the event the assigning party wishes to assign this Agreement to a direct competitor of the non-assigning party.
Notwithstanding the foregoing, prior written consent will not be required in the event of an initial public offering.

8.8 NOTICE

All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when deposited in first class mail to the address of the applicable party listed above. To expedite order processing,

ENDEAVOR agrees that NCI may treat documents faxed by ENDEAVOR to NCI as original documents; nevertheless, either party may require the other to exchange original signed documents.
ENDEAVOR will promptly notify NCI's legal department, (Attention: General Counsel)in writing of any claim or proceeding involving the NCI Software that comes to its attention and any material change in the management or control of ENDEAVOR.

8.9 GOVERNING LAW This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the substantive and procedural laws of the State of California without regard to the conflicts of laws provisions thereof.

8.10 SEVERABILITY, WAIVER In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

8.11 EXPORT ENDEAVOR agrees to, and shall require the Hospitals to, comply fully with all relevant export laws and regulations of the U.S and any other applicable jurisdiction, as promulgated from time to time ("Export Laws") to assure that the NCI Software, the SDKs, the Betas and any direct product thereof, are not (a) exported, directly or indirectly, in violation of Export Laws; and (b) intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

8.12 LIMITATION OF LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NCI'S LIABILITY FOR A CLAIM FOR DAMAGES SHALL IN NO EVENT EXCEED ***. NCI'S CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED US$***. The provisions of this Agreement allocate the risks between NCI and ENDEAVOR. NCI's pricing reflects this allocation and the limitation of liability specified herein.

8.13 SEGMENTATION ENDEAVOR acknowledges that any services acquired hereunder were bid by NCI separately from any NCI products. ENDEAVOR understands that ENDEAVOR has the right to acquire any services without acquiring any NCI products, and that ENDEAVOR has the right to acquire the services and any NCI products separately.

8.14 ENTIRE AGREEMENT This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. The Beta Program and Evaluation Agreement shall be incorporated herein by reference, and to the extent that there is any conflict between the terms of this Agreement and the terms of the Beta Program and Evaluation Agreement, the terms of the Beta Program and Evaluation Agreement shall control. This Agreement may not be modified or amended except in a writing signed by an authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any ENDEAVOR purchase order or other ordering document.

9. YEAR 2000 For a period three (3) years following the Effective Date, NCI warrants only to ENDEAVOR that the NCI Software will include year fields of data codes that are in a four digit format and calculations which permit the software to accurately handle date information for the change of the century.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Executed by ENDEAVOR:                                       Executed by NCI:

Authorized Signature: /s/ W. Michael Heekin                 Authorized Signature:  /s/ David Roug
                     ----------------------                                       ---------------

Name: W. Michael Heekin                                     Name: David Roug
     --------------------------------------                      --------------------------------

Title:   Chief Operating Officer                            Title:  Chief Executive Officer
      -------------------------------------                       -------------------------------

EXHIBIT A

NCI CUSTOM CONNECT SERVER(TM) software, Version 1.2 Designated System: Sun Solaris

Designated System: Sun Solaris
Development Seats - 5

NCI TV Navigator SDK, Version 1.1
Designated System: Windows NT
Development Seats - 3

NCI TV Navigator Content Development Kit Designated System: Windows NT

Internet Services and Web-MD Hospital Services shall each refer to those Internet, and ENDEAVOR's services (utilizing the NCI Server Software) and content accessible by Subscribers. "NCI Client Software" shall mean the NCI TV Navigator(TM) software. ENDEAVOR hereby represents and warrants that the Internet Services and the Web-MD Hospital Services (and related customer support) provided to Subscribers by ENDEAVOR shall be of equal or greater quality, availability, and responsiveness as all other similar services provided by or on behalf of ENDEAVOR (and in no case less than the comparable industry standards) and (ii) shall be consistent with NCI's reasonable criteria as determined by periodic quality evaluations performed from time to time by or on behalf of NCI based on industry standards and comparable applications and services, if any.

EXHIBIT B

ROYALTIES AND FEES

A: INTERNET SERVICES:

A.1 INITIAL LICENSING: ENDEAVOR shall pay to NCI a non-refundable, non- cancellable license fee of *** dollars ($***) upon execution of this Agreement via wire transfer for:

(i) The three (3) NCI TV Navigator SDK developer seats;
(ii) The five (5) NCI Custom Connect Server SDK developer seats; and
(iii) The one-time activation fee for the first *** (***) Subscriptions granted by ENDEAVOR to access the Internet Services, through ENDEAVOR's server or through an ISP Partner's server

A.2 ADDITIONAL SDK DEVELOPER SEATS: ENDEAVOR may license additional NCI TV Navigator SDK developer seats and additional NCI Server Software SDK developer seats at a cost of $*** each, not including Technical Support with respect thereto.

A.3 SUBSCRIPTION ACCOUNTING:

At any time during the Term of this Agreement, ENDEAVOR shall license from NCI at least as many Subscriptions as ENDEAVOR grants to Subscribers of the Internet Services at any given time. However, once a Subscription activation fee has been paid by ENDEAVOR to NCI, that Subscription can be re-assigned to a new Subscriber if the original Subscriber's Subscription Agreement has been terminated and the new Subscriber executes a Subscription Agreement..

"Max Subs Current Quarter" shall mean the maximum number of active Subscriptions during the just-ended Quarter. "Max Subs Previous Quarters" shall mean the greater of the maximum number of Subscriptions activated during any previous Quarter, or ***. "Net-New Subscriptions" shall mean Max Subs Current Quarter *less* Max Subs Previous Quarters. If Net-New Subscriptions is greater than zero, then an additional Subscription activation fees shall be due to NCI as outlined below. If New-New Subscriptions is equal to or less than zero at any time, then no fees are due to NCI and no refunds shall be provided to ENDEAVOR.

A.4 ADDITIONAL SUBSCRIPTION ACTIVATION FEE: When the number of Subscriptions exceeds ***, and during the term of this Agreement, ENDEAVOR may activate additional Subscriptions to access the Internet Services as follows:

(i) Through an ISP Partner's Server: For any Subscriptions activated by ENDEAVOR to access the Internet Services through the ISP Partner's servers, ENDEAVOR shall pay NCI a non-refundable, non-cancellable activation fee in the amount of *** dollars ($***) per Net-New Subscription.

(ii) Through ENDEAVOR's Servers: For any Subscriptions activated by ENDEAVOR to access the Internet Services through ENDEAVOR's servers, ENDEAVOR shall pay NCI a non- refundable, non-cancellable activation fee as follows:

-----------------------------------------------------------------
    MAX SUBS PREVIOUS          ACTIVATION FEE PER EACH NET-NEW
       QUARTERS                          SUBSCRIPTION
-----------------------------------------------------------------
         ***                                $***
-----------------------------------------------------------------
         ***                                $***
-----------------------------------------------------------------
         ***                                $***
-----------------------------------------------------------------
         ***                                $***
-----------------------------------------------------------------

In addition, one (1) NCI Server Software training class credit (one (1) ENDEAVOR customer service and technical services employee per class credit) shall be provided for every *** Net-New Subscription activation fees paid after the first *** Subscriptions, and subject to a maximum of ten
(10) training class credits.

B. ENDEAVOR's WEB-MD HOSPITAL SERVICES:

For the licenses granted pursuant to Section 2.2(c), ENDEAVOR shall pay NCI the non-refundable, non-cancellable license fees set forth below. ENDEAVOR shall receive one (1) NCI Server Software training class credit (one (1) ENDEAVOR customer service and technical services employee per class credit) for every third NCI Server Software license licensed by ENDEAVOR.

(i) ***dollars ($***) for a NCI Server Software license which supports the first seven hundred fifty (750) Average Daily Census in each Hospital; and
(ii) ***dollars ($***) for each additional NCI Server Software license supporting five hundred (500) Average Daily Census in the same Hospital.

"Average Daily Census" shall mean the daily average count of in-patients at a particular Hospital for the prior calendar year.

A. In consideration for the Technical Support to ENDEAVOR provided hereunder, ENDEAVOR shall pay to NCI a fee in the amount of *** dollars ($***) per Subscriber per month, which amounts shall be paid to NCI Quarterly in arrears.

B. In consideration for the Technical Support to ENDEAVOR provided hereunder for the NCI Server Software, ENDEAVOR shall pay to NCI a non-refundable, non- cancellable annual fees, in advance, equal to *** percent (***%) of license fees for NCI Server Software as set forth in this Exhibit B (which fees shall be pro- rated as applicable).

CONSULTING SERVICES:

ENDEAVOR commits to pay to NCI a non-refundable, non-cancellable consulting services fee in the amount of ***dollars ($***) within the one (1) year immediately following the Effective Date of the Agreement. All such consulting services provided by NCI shall be charged against the $*** commitment set forth above at $***per day plus reasonable travel and expenses for a standard consultant, which amounts shall be payable within thirty (30) days of the date of NCI's invoice. At the end of such one (1) period, ENDEAVOR shall pay to NCI the difference, if any, between $***and the amounts invoiced for such consulting services. All such consulting services shall be mutually agreed upon in writing in advance and shall be provided by NCI or NCI's designated agent and all such consulting services shall expire if ENDEAVOR fails to use them within eighteen (18) months after the Effective Date: As part of such consulting services, NCI may establish a consulting team in Atlanta or another city designated by NCI, in NCI's sole discretion, to reasonably assist with consulting services mutually agreed upon by NCI and ENDEAVOR. The following services are

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

examples of consulting services that may be provided by NCI and are in no way to be construed as deliverables by NCI:

. Development of technical rollout plans, including: Setting up the Web- MD ENDEAVOR "NCI Custom Connect Server(TM) Hospital Package" for deployment of in-hospital, Web-MD NC-based services;

. Implementation of and support for ENDEAVOR's customer service systems;
. Implementation of and support ENDEAVOR's billing systems;
. Implementation of and support ENDEAVOR's enrollment and system maintenance;
. Connectivity to existing legacy systems such as hospital accounting, food service, etc.

NCI shall provide additional consulting services at NCI's then current standard rates, which amounts shall be payable within thirty (30) days of the date of NCI's invoice.

TRAINING: In the event ENDEAVOR requires training in addition to the NCI Server Software training set forth in Section 1 of this Exhibit B, NCI will provide such additional training for a fee of ***dollars ($***) per person per training class credit to ENDEAVOR's customer service and technical personnel, which amounts shall be payable within thirty (30) days of the date of NCI's invoice.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

EXHIBIT C

TECHNICAL SUPPORT

NCI will use all reasonably diligent efforts to correct significant Program Errors that ENDEAVOR identifies, classifies and reports to NCI and that NCI substantiates. NCI may reclassify Program Errors if it reasonably believes that ENDEAVOR's classification is incorrect. ENDEAVOR will provide sufficient information to enable NCI to duplicate the Program Error before NCI's response obligations will commence. NCI will not be required to correct any Program Error caused by (a) ENDEAVOR's incorporation or attachment of a feature, program, or device to the NCI Software, or any part thereof; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the NCI Software; (c) the failure to provide a suitable installation environment;
(d) use of the NCI Software for other than the specific purpose for which the NCI Software are designed; (e) use of the NCI Software; (f) ENDEAVOR's use of defective media or defective duplication of the NCI Software; or (g) ENDEAVOR's failure to incorporate any Updates previously provided to ENDEAVOR that corrects such Program Errors.

Provided Program Errors reports are received by NCI during NCI's local California business hours (8am-5pm Pacific time), NCI will use its commercially reasonable efforts to communicate with ENDEAVOR about the Program Error via telephone or e-mail within the following targeted response times:

-------------------------------------------------------------------------------------------------------------------------------
     Priority                                Failure Description                                        Response Time
-------------------------------------------------------------------------------------------------------------------------------
       1            Severe Impact (functionality disabled): errors which result in a lack of      24  California business hours
                    application functionality or cause severe system failure                      (8am-5pm Pacific time)
-------------------------------------------------------------------------------------------------------------------------------
       2            Degraded Operations: errors causing malfunction of non-critical functions     5 working days
-------------------------------------------------------------------------------------------------------------------------------
       3            Minimal Impact attributes and/or options to utility programs do not           Future release, on business
                    operate as stated                                                             justifiable basis
-------------------------------------------------------------------------------------------------------------------------------
       4            Enhancement Request                                                           When applicable
-------------------------------------------------------------------------------------------------------------------------------

NCI will use all reasonably diligent efforts to resolve each significant Program Error by providing either a reasonable workaround, an object code patch, or a specification plan for how NCI will address the problem and an estimate of how long it will take to rectify the defect. NCI reserves the right to charge ENDEAVOR additional fees at its then-standard rates for services performed in connection with reported Program Errors which are later determined to have been due to hardware or software not supplied by NCI. Notwithstanding the foregoing, NCI has no obligation to perform services in connection with Program Errors (i) resulting from hardware or software not supplied by NCI; or (ii) which occur in the NCI Software release which is not the then-current release.

b) Front-line Support. ENDEAVOR, and not NCI, will provide front-line, or first and second level, technical support to Subscribers. Such support includes call receipt, call screening, installation assistance, problem identification and diagnosis, efforts to create a repeatable demonstration of the Program Error and, if applicable, the distribution of any defective media or minor updates. ENDEAVOR agrees that any end user documentation distributed by ENDEAVOR will clearly and conspicuously state that end users should call ENDEAVOR for technical support for the Internet Services/ Web- MD Hospital Services and NCI Software. NCI will have no obligation to furnish any assistance, information or Software Documentation with respect to the NCI Software to any Subscriber or other end user. If NCI customer support

representatives are being contacted by a significant number of ENDEAVOR's Subscribers or other end users then, upon NCI's request, ENDEAVOR and NCI will cooperate to minimize such contact.

EXHIBIT D

NCI BRANDING REQUIREMENTS

1. On ENDEAVOR's default root page, default personalized root page, and bookmark lists, the NCI n|c design logo or other NCI Logo designated by NCI as a selectable icon shall be placed in a prominent location and shall be visible at all times without further navigation and, if the background is dynamic, must be visible for at least 30 seconds each visit or until the user leaves the page. A prominent location is defined as not requiring the user to scroll or otherwise navigate in order to see the logo on entrance to the root page.

2. The content provided through the NCI selectable icon or NCI Content Portals (TV Bar) shall not be blocked or restricted in any fashion except by user- elected restrictions (e.g. parental control filters).

3. On all NC Cards distributed by ENDEAVOR targeting an NCI Approved Network Computer Device, the NC Card will display the NCI n|c design logo or other NCI Logo designated by NCI on the top side of the card in accordance with the then- current NCI signature guidelines.

4. On all major marketing and communication materials presented by ENDEAVOR that specifically target NCI Approved Network Computer Device ENDEAVOR will include the NCI n|c design logo or other NCI Logo designated by NCI in a prominent location in accordance with the then-current NCI signature guidelines.

5. Whenever a navigational or application toolbar is displayed in conjunction with a NCI application, the NCI Logo shall be present on such toolbar. The NCI Logo that is displayed will be presented in a form that is in accordance with the NCI signature guidelines.

EXHIBIT E

THIRD PARTY RESTRICTIONS

The following third party restrictions apply to Internet Services and Web-MD Hospital Services to the extent that they incorporate any of the third party software listed below. Any capitalized terms that are not defined herein have the same definition as in the Agreement.

1.1. Licensee must reproduce each Bitstream copyright, trademark and/or patent notice, as applicable in its entirety, in the same location as it appears, in electronic or printed form, on the NCI Software or SDK(s) as delivered to Licensee.

2.1. Licensee should include within the splash screens, user documentation, printed product collateral, product packaging and advertisements for the Internet Services/ Web-MD Hospital Services, the RSA "Licensee Seal" from the form attached hereto as Appendix "A" along with a statement that the Internet Services/ Web-MD Hospital Services contains the RSA Software. Licensee agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the software or documentation provided by NCI.

2.2. Licensee must in all proposals and agreements with the United States government identify and license the Internet Services/ Web-MD Hospital Services, including any RSA object Code, as follows: (i) for acquisition by or on behalf of civilian agencies, as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of NCI's or Licensee's customary license, as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successor regulations, or (ii) for acquisition by or on behalf of units of the Department of Defense, as necessary to obtain protection as "commercial computer software" as defined in 48 C.F.R. 227.7014(a)(1) of the Department of Defense Federal Acquisition Regulation Supplement (DFARS) and related documentation in accordance with the terms of NCI's or Licensee's customary license, as specified in 48 C.F.R. 227.7202.1 of DFARS and its successor regulations.

2.3. In the event that Licensee includes an "About Box" or similar reference in the Internet Services/ Web-MD Hospital Services, Licensee agrees to insert and maintain in the "About Box" (1) the RSA "Licensee Seal" indicated in Appendix "A", and (2) a hypertext link to RSA's homepage at an RSA-designated URL (currently www.rsa.com), which logo and pointer shall appear on the first page of such "About Box" and in no less prominent location and size than any other third party logo included therein.

2.4. Licensee further agrees to include in any Security Advisory made available to third parties, whether in printed or electronic format, the RSA "Licensee Seal" indicated in Exhibit "A" and a brief description of the RSA software sublicensed hereunder and its relevant applicability to the subject matter of the Security Advisory. For the purposes of the Agreement, "Security Advisory" means any tutorial, FAQ or similar manual or instructional documentation describing data security used by or available in the Internet Services/Web-MD Hospital Services.

3.1. In the event that the Internet Services/Web-MD Hospital Services includes an "About Box" or similar reference, Licensee must include references to Headspace, Inc. and the RMF logo, as well as a link to the Headspace, Inc. web site, in the area designated by Licensee for such "About Box". The RMF logo is included as Appendix "B", attached hereto, and incorporated herein by this reference.

4.1. Licensee must use Progressive Networks' (PN) marks in accordance with PN's usage policies attached hereto as Appendix "C" and incorporated herein by this reference. Such marks may be used solely in connection with Licensee's advertising, marketing and distribution of the Internet Services/ Web-MD Hospital Services incorporating PN's software.

4.2. To the extent the Internet Services/Web-MD Hospital Services includes an implementation of an "About Box" or similar reference, Licensee must include a reference to "Progressive Networks" and "Real Audio" as follows:

"The RealAudio Player is included under license from Progressive Networks, Inc. Copyright 1995-1997, Progressive Networks, Inc. RealAudio and the RealAudio logo are registered trademarks of Progressive Networks, Inc. All rights reserved."

4.3. Licensee acknowledges that use, duplication or disclosure of the PN software by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or in similar clauses in the NASA FAR supplement. Contractor/manufacturer is Progressive

Networks, Inc.; 1111 Third Avenue; Suite 500; Seattle, Washington, 98101.

5.1. The Internet Services/Web-MD Hospital Services containing Java software that you distribute shall include in the documentation, or in other terms and conditions of sale, notices substantially similar to those contained on and in the NCI Software, SDKs and related documentation. You shall require an end user license agreement for each unit of the product providing access to the Internet Services/Web-MD Hospital Services shipped, including without limitation, warranty, limitation of liability, restricted rights for government, no transfer of title, High Risk Activities, etc. If you use a package design for the Internet Services/Web-MD Hospital Services, such package design shall include an acknowledgment of Sun as the source of the Java software and such other notices as specified below.

5.2. Java Applets in any hypertext markup language (HTML) or standard generalized markup language (SGML)-based browser which is shipped as part of the Internet Services/Web-MD Hospital Services shall use the Document Type Definition ("DTD") as specified by Sun Microsystems..

5.3. The following disclaimer must be provided to each user of the Internet Services/Web-MD Hospital Services:

This product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of this product could lead directly to death, personal injury, or severe physical or environmental damage.

5.4. The following notices and acknowledgments must be provided to each user of the Internet Services/Web-MD Hospital Services as described below:

5.4.1. On Licensee's web site that describes such Internet Services/Web-MD Hospital Services, Licensee must include the following: Java logo, Java Applet Interoperability Mark*, and message "Powered by Java (TM) from Sun Microsystems, Inc." with a hypertext link to `http://java.sun.com'.

5.4.2. In any Internet Services documentation, splash screen or other location where notices, attribution and proprietary markings are listed, Licensee must include the following: Java logo, Java Applet Interoperability Mark, the message "Powered by Java(TM) technology from Sun Microsystems, Inc." and applicable copyright notices associated with a hypertext link to the `http://java.sun.com'. The splash screen, if any, should be a minimum size of twelve (12) square inches.

5.5. Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Sun or its suppliers contained on or in the software or any documentation provided by NCI. Licensee shall comply with all reasonable requests by Sun to include Sun's copyright and/or other proprietary rights notices on the Internet Services/Web-MD Hospital Services, documentation or related materials as specified in this section.

5.6. Licensee must comply with Sun's standard Trademark and Logo Usage Policies. Specifically, Sun's marks must only be used in the text of any materials (not in headlines or graphics) and in the same typesize and typestyle as the surrounding text; the marks must be used as adjectives, not as nouns; and Sun's marks must be identified with the applicable (R) or (TM) notices and attributed to Sun in an appropriate location in any materials, as stated above. Information regarding Sun's web logo trademark policies can be found at www.sun.com/logos/trademark.html.

*The Java Applet Interoperability Mark has not been designed by Sun Microsystems, Inc. but may include such designation as "Java 1.0 Applet Compatible." Sun may change such logo, message and hypertext link on reasonable advance notice.

APPENDIX "A" TO EXHIBIT E

RSA SEAL AND TRADEMARKS

RSA Licensee Seal:

[LOGO]

You are also permitted to use the following RSA trademarks, as applicable, in ads, product packaging, documentation or collateral materials, provided that you use the correct trademark designator, depicted below, and identify RSA as the owner of the mark.

RC2(R) Symmetric Block Cipher, RC4(R) Symmetric Stream Cipher RC5(TM) Symmetric Block Cipher
BSAFE(TM), TIPEM(TM)

RSA Public Key Cryptosystem(TM)
MD(TM), MD2(TM), MD4(TM), MD5(TM)

RSA has reserved the right to update this Appendix "A" from time to time upon reasonable notice to you.

APPENDIX "B" TO EXHIBIT E

RMF LOGO

[LOGO]

APPENDIX "C" TO EXHIBIT E

PROGRESSIVE NETWORKS TRADEMARK USAGE POLICY

REALAUDIO(R) (text form)
PN(R) (text form)
PROGRESSIVE NETWORKS(R) (text form)
REALMEDIA(TM) (text form)
REALVIDEO(TM) (text form)
REALPLAYER(TM) (text form)
WEBACTIVE (R) (text from)

1. When using a Progressive Networks' trademark ("PN Mark"), use the registered trademark symbol (R) or the (TM) symbol, as indicated in the above example, on the most prominent (or if none is prominent, the first) appearance of a PN Mark. For any PN Mark that is not registered, the (TM) symbol should be used in place of the registered trademark symbol (R). Once marked, it is not normally necessary to mark subsequent appearances of the trademark in the piece. Every appearance of PN Logos in stylized form should always appear with the appropriate (R) or (TM) symbol, and may be used only under license with PN unauthorized use is strictly prohibited. Shown above are a list of current PN Marks that reflects the registration status of the PN Marks. This list will be updated from time to time.

2. When using a PN Mark, never vary the spelling, add or delete hyphens, make one word two, or use a possessive or plural form of the PN Mark. PN word marks must always be used as adjectives followed by a generic term (such as "software" or "system"), and never as nouns or verbs.

3. Progressive Networks is the owner of all right, title, and interest in the PN Marks and Licensee agrees that it will not challenge the validity of Progressive Networks' ownership of the PN Marks. Licensees shall not reproduce or use (or authorize the reproduction or use of) the PN Marks in any manner other than expressly authorized by Progressive Networks.

4. Progressive Networks may from time to time modify the PN Marks. Progressive Networks will use commercially reasonable efforts to give licensees advance notice of such modifications.

5. In order to assure compliance, you will, upon request from Progressive Networks, provide samples of any marketing and advertising materials that include the PN Marks.

6. In any place where they appear together, the PN Marks and any associated text must be at least as large as the trademark and text of another vendor.

IMPORTANT INFORMATION ABOUT USING THE TEXT FORM
OF THE WORD REALAUDIO(R)

1. When using the word RealAudio, use the registered trademark symbol (R) symbol, as indicated in the above example, on the most prominent (or if none is prominent, the first) appearance of its use on a page. For any PN Mark that is not registered, the (TM) symbol should be used in place of the registered trademark symbol (R). Once marked with the (R) symbol, it is not normally necessary to mark subsequent appearances of the trademark in the piece.

2. When using the word RealAudio, never vary the spelling, add or delete hyphens, make one word two, or use a possessive or plural form of the word. RealAudio must always be used as an adjective followed by a generic term (such as "software" or "system"), and never as a noun or verb.

EXHIBIT F

PROMOTIONAL ACTIVITIES

1. Cooperate with each other to coordinate mutually agreed upon joint visits with ENDEAVOR's senior management and NCI's senior management to Hospitals such as National Jewish Research and Medical Center l in Denver.

2. Introduce ENDEAVOR to third parties that NCI, in its sole discretion, determines may be interested in ENDEAVOR's healthcare-based content.

3. Notify ENDEAVOR of Oracle Corporation initiatives, such as Oracle Promise Foundation, of which NCI is aware.

EXHIBIT G

MINIMUM TERMS AND CONDITIONS FOR HOSPITAL SUBLICENSE AGREEMENTS

In addition to the terms and conditions set forth in the Agreement, ENDEAVOR shall include, at a minimum, the following terms and conditions in the Hospital Sublicense Agreements:

1. The Hospital acknowledges that, once activated for a Subscriber, NC Cards may not be reused and/or reactivated for another Subscriber.
2. Hospitals shall only grant Subscriptions to Subscribers located in the Territory. Once a Subscription is granted to an end user, such Subscription is specific to such end user and shall not be regranted or reused in any way.
3. The Hospital shall have no right to market and/or distribute the SDKs.
4. The Hospital is granted a non-exclusive, non-transferable license (i) to copy, install, and use copies of the NCI Server Software for purposes of deployment of the Internet Services and or the Web-MD Hospital Services on the NCI Approved Network Computer Device in the Territory, and (ii) to grant Subscriptions to access the Internet Services through the NCI Server Software to Subscribers in the Territory optionally through NC Cards and as otherwise limited in this Agreement.
5. The Hospital shall not grant access to the NCI Server Software through any process other than Subscription as described in this Agreement.
6. Neither the Hospital nor the Subscribers acquire any rights in the NCI Logo, the NCI Software other than those rights specified in this Agreement.
7. The Hospital disclaims, to the extent permitted by applicable law, NCI's liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the NCI Software.
8. The Hospital shall not use or duplicate the NCI Software for any purpose other than as specified in this Agreement or make the NCI Software available to unauthorized third parties.
9. The Hospital shall not use the NCI Software for its internal data processing or for processing customer data except as required to facilitate the Internet Services and/or the Web-MD Hospital Services and only as specified under this Agreement.
10. The Hospital shall not cause or permit the reverse engineering, disassembly or decompilation of the NCI Software by either the Subscriber or any other party.
11. The Hospital must account to ENDEAVOR Quarterly and shall provide the following information within 20 days following the end of each Quarter: a) the total number of active Subscribers for each month during such Quarter;
(b) the number of NC Cards activated by Hospital during such Quarter (c) the total activation fees due, (d) and any other information reasonably requested by NCI.
12. The Hospitals shall purchase all NC Cards in accordance with the terms set forth in this Agreement
13. NCI is a named third party beneficiary of all Hospital Sublicense Agreements.
14. Upon termination of this Agreement each Hospital shall either destroy or return to NCI, at NCI's option, all copies in all forms of the NCI Software.
15. The Hospital shall not make any warranty on behalf of NCI.
16. The Hospital shall include a reproduction of NCI's copyright notice on all copies of the NCI Software deployed by the Hospital in whatever form.
17. The Hospital represents and warrants that the Internet Services and the Web-MD Hospital Services (and related customer support) provided to Subscribers by the Hospitals shall be of equal or greater quality, availability, and responsiveness as all other similar services provided by or on behalf of the Hospitals (and in no case less than the comparable industry standards) and (ii) shall be consistent with NCI's reasonable criteria as determined by periodic quality evaluations performed from time to time by or on behalf of NCI.
18. The Hospital Sublicense Agreements cannot be assigned.
19. The Hospitals agree to comply fully with all Export Laws.

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.27

AMENDMENT NO. 1
to the
LICENSE AGREEMENT

This Amendment No. 1 ("Amendment No. 1") to the License Agreement between Network Computer, Inc. ("NCI") and Endeavor Technologies, Inc. (now known as WebMD, Inc.) ("CUSTOMER") dated May 29, 1998 (the "License Agreement"), is made and entered into between NCI and CUSTOMER as of this 11th day of November, 1998 (the "Amendment No. 1 Effective Date").

RECITALS

A. CUSTOMER has been granted a license to certain NCI technology under the terms and subject to the conditions set forth in the License Agreement.

B. The parties agree to amend the License Agreement as set forth in this Amendment No. 1.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Exhibit B, Section 3 ("Service Fees") of the License Agreement is hereby amended by inserting the following after the second sentence of the definition of Consulting Services:

"Notwithstanding the foregoing, all consulting services provided by NCI from September 1, 1998 to the end of one (1) year immediately following the Effective Date shall be recouped against the $*** commitment set forth above at the following rates plus reasonable travel and expenses. Such amounts shall be payable within thirty (30) days of CUSTOMER's receipt of NCI's invoice, which shall mean the earlier of (a) actual receipt by CUSTOMER of NCI's invoice or (b) five
(5) business days after NCI deposits the invoice in the mail, postage prepaid. NCI's invoices will include the following back-up materials:
consultant time sheets and expense reports in a mutually agreed upon format.

Senior Consultant      $*** per hour
Junior Consultant      $*** per hour
Trainee                $*** per hour"

2. CUSTOMER represents and warrants to NCI that it has changed its name from Endeavor Technologies, Inc. to WebMD, Inc. The parties hereby agree that all

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

references to Endeavor Technologies, Inc. or CUSTOMER in the Agreement and in this Amendment No. 1 shall now be interpreted to include references to WebMD, Inc.

3. CUSTOMER hereby acknowledges that it has received from NCI a Windows NT version of NCI's Custom Connect Server software, that use of such software is for testing purposes only, and that upon CUSTOMER's deployment of the Solaris version of NCI's Custom Connect Server software, CUSTOMER shall promptly return the Windows NT version and any copies thereof to NCI.

4. All capitalized terms not defined herein shall have the meanings given them in the License Agreement. This Amendment No. 1 shall be deemed to be incorporated into the License Agreement and made a part thereof. All references to the License Agreement in any other document shall be deemed to refer to the License Agreement as modified by this Amendment No. 1. Except as modified by this Amendment No. 1, the License Agreement shall remain in full force and effect and shall be enforceable in accordance with its terms. In the event that the terms of this Amendment No. 1 conflict with the terms of the License Agreement, or its exhibits, as amended, the terms of this Amendment No. 1 shall be deemed to govern.

5. This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed as of the Amendment 1 Effective Date.

"NCI"                                        "CUSTOMER"

Network Computer, Inc.                       WebMD, Inc.


By: /s/ David Roug                           By: /s/ W. Michael Heekin
    ----------------------------                 -----------------------------

Print Name: David Roug                       Print Name: W. Michael Heekin
            --------------------                         ---------------------

Title: Chief Executive Officer               Title: Chief Operating Officer
       -------------------------                    ---------------------------

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10.28

PHYSICIAN SERVICE

LICENSE AND SERVICE AGREEMENT

This AGREEMENT is made as of the date of signing of the Agreement, July 15, 1998 by and between Thomson Healthcare Information Company, Inc. ("THIG") as Licensor and Endeavor Technologies, Inc. ("Endeavor") as Licensee.

Licensor: Thomson Healthcare Information Company, Inc. Five Paragon Drive
Montvale, New Jersey 06754
(201) 358-7500

Licensee: Endeavor Technologies, Inc.
400 The Lenox Building
3399 Peachtree Road, N.E.
Atlanta, Georgia 30326

WITNESSETH

WHEREAS, THIG has developed and copyrighted certain proprietary healthcare content ("Content"), as more fully described in Appendix A ("THIG Content"), and in conjunction with delivery of this Content, THIG shall provide a Content Service ("Content Service"), as more fully described in Appendix B ("Content Service").

WHEREAS, Endeavor intends to engage in the marketing and provision of healthcare content to physicians and wishes to license the Content, and make use of Content Services to make the Content available through "WebMD", Endeavor's World Wide Web site, as more fully described in Appendix C ("Endeavor Service"), and known in this Agreement as the "Service".

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, THIG can make no guarantee that any given End-User shall be able to access the Content Service at any given time. THIG represents that it shall make every good faith effort to ensure that its Content Service is available as widely as possible and with as little service interruption as possible.

DEFINITIONS

For purposes of this Agreement, the following definition of terms shall be used:

NOW, THEREFORE, in consideration of the premises, mutual covenants, and promises set forth herein, the parties hereto agree as follows:

ARTICLE I - DUTIES OF LICENSOR

Endeavor's reasonable request as to time, place and manner. Additional support shall be charged by THIG to Endeavor on a time and materials basis according to THIG's then-current rates. Notwithstanding the foregoing, THIG shall guarantee its service rates for the first year of this Agreement at $*** per hour of requested technical service.

ARTICLE II - DUTIES OF LICENSE

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(a) Upon a minimum of twenty (20) business days' notice to Endeavor, and during business hours, THIG may itself or through an agent at its expense, audit relevant books and records of Endeavor for the sole purpose of determining that Endeavor is in compliance with all of the terms of this Agreement and that the proper payment, as described in Section 3 below, has been paid to THIG. Such an audit may not be made more frequently than once every twelve (12) months and once within the twelve (12) month period following conclusion or termination of this Agreement.

(b) In the event THIG determines that payments are due from Endeavor, it shall so notify Endeavor and provide Endeavor with a calculation and supporting explanation. Endeavor shall thereupon have fifteen (15) business days within which to pay the claim. In the event Endeavor does not pay the claim, the parties shall resolve their dispute by arbitration in the City of New York in accordance with the Rules of the American Arbitration Association. Endeavor shall promptly pay any payment thus determined to be due and unpaid.

Furthermore, Endeavor shall place a notice relating to all the provisions described above on one of the first introductory screens that End-Users must view upon entering or using the Service in all available media. Such notice shall require End-User acknowledgment and acceptance to become an authorized, registered End-User.

ARTICLE III - PRICING AND PAYMENT TERMS

(a) In consideration of THIG's grant to Endeavor of the right and license to access the Content and for provision of Content Services in accordance with Article I above, throughout the term of this Agreement Endeavor shall pay THIG an annual minimum fee of:

$ *** for year one
$ *** for year two
$ *** for year three

(b) Plus, $ *** per month per End-User for all End-Users in excess of *** (***) End-Users.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(c) Plus, ***% (*** percent) of all Net Revenue from advertising and sponsorship occurring in conjunction with the Content. "Net Revenue" shall be defined as gross receipts less any End-User credits or commissions paid by Endeavor to third parties.

(d) Payments shall be adjusted annually and become effective upon the Execution Date of this Agreement to reflect any escalation or decline in costs as indicated by the change in the US Bureau of Labor Statistics Consumer Price Index, as published by the US Department of Labor for the most recent calendar year. THIG shall provide written notice of any such escalation or decline 30 days prior to each Agreement anniversary date.

DUE DATE                   AMOUNT DUE
--------                   ----------
Nov. 5, 1998                  $ ***
Feb. 5, 1999                  $ ***
May 5, 1999                   $ ***
Aug. 5, 1999                  $ ***
Nov. 5, 1999                  $ ***
Feb. 5, 2000                  $ ***
May 5, 2000                   $ ***
Aug 5, 2000                   $ ***
Nov 5, 2000                   $ ***
Feb 5, 2001                   $ ***
May 5, 2001                   $ ***

(c) Incremental payments for subscribers in excess of *** (at the rate of $ *** per such subscriber) shall be paid on the dates noted in section 3.2.b., with a final payment during the term of this Agreement occurring on August 5, 2001.

(d) Payments for advertising and sponsorship shall be paid on the dates noted in section 3.2.b., with a final payment during the term of this Agreement occurring on August 5, 2001.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

ARTICLE IV - TERM AND TERMINATION

ARTICLE V - LIABILITY LIMITATION AND INDEMNIFICATION

NEITHER PARTY SHALL HAVE ANY LIABILITY TO ANY THIRD PARTY RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY FAILURE TO PERFORM HEREUNDER. NEITHER PARTY HERETO, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) INCURRED IN CONNECTION WITH SERVICES PERFORMED OR PRODUCTS PROVIDED UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR COMMUNICATIONS LINE FAILURE INVOLVING THE Service, AND NEITHER PARTY SHALL BE LIABLE FOR ANY ACT OR INACTION OF END-USERS REGARDING THE Content, INCLUDING BUT NOT LIMITED TO MISUSE, ABUSE, INFRINGEMENT, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE Content, WHETHER FOR BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY, LOST PROFITS OR OTHER ECONOMIC LOSS), TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY) NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

(a) HIG shall indemnify and hold harmless Endeavor, its affiliates, and its and their directors, officers, employees, agents, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including reasonable attorneys' fees) paid or incurred in connection with claims by any party which are attributable to: THIG's negligence or misconduct in collecting, collating and compiling the Content from THIG's original data sources (including but not limited to drug manufacturers); a material breach of any warranty or representation made or obligation undertaken by THIG under this Agreement or infringement or misappropriation by the Content of any copyright or other proprietary right of any third party.

(b) Endeavor shall indemnify and hold harmless THIG, its affiliates and its and their directors, officers, employees, agents, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including reasonable attorneys' fees) paid or incurred in connection with claims by any party which arise from Endeavor's distribution of the Content under this Agreement and are attributable to a failure of the hardware or software of Endeavor's computer system (other than the

Content) or to a material breach of any warranty or representation made or obligation undertaken by Endeavor under this Agreement.

(c) If any claim or action is instituted or threatened by a third party against a party to this Agreement for which it believes it is entitled to be indemnified pursuant to this Agreement, it shall promptly give notice thereof to the other party, and cooperate fully with the indemnifying party. The indemnifying party shall solely control the defense and settlement of such claims. The indemnified party shall be permitted to participate in such defense and represent itself at its own expense and to use counsel of its own choosing.

Under no circumstances, including negligence, shall THIG, its offices, agents or any one else involved in creating, producing, or operating the Content Service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Content Service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to THIG's records, programs, or services. Endeavor hereby acknowledges that this paragraph shall apply to all content on the Content Service.

THIG represents and warrants that it is authorized to grant the license herein to Endeavor, and covenants that Endeavor's exercise of the license herein shall infringe no copyright or other right of any person or entity. If any portion of the Content furnished to Endeavor under this Agreement becomes (or, in the good faith judgment of THIG, is likely to become) the subject of a claim for infringement or misappropriation, THIG may, upon notice to Endeavor, request that Endeavor remove such portion of the Content from the Service, and Endeavor shall

comply with such request promptly; provided however, that THIG shall not have the right to request such removal unless such materials are required to be removed from the services of all other similarly situated on-line vendors (if any) to whom they are made available by THIG; and provided that in the event of such removal, Endeavor shall have the same rights described in Section 1.10 above. THIG represents and warrants that it is not aware of any pending, threatened or possible claim or action by any third party with respect to a possible violation of that third party's rights.

The parties agree that Endeavor makes no warranty or representation regarding, nor is Endeavor responsible for, the Content, which Endeavor is obtaining from THIG under this Agreement, and as to which Endeavor has a duty not to edit or change (Section 2.2 above).

ARTICLE VI - MISCELLANEOUS

During the term of this Agreement, the parties may under mutual consent reach a new agreement on license of Content and provision of Content Services to Endeavor. At such time, this Agreement will be amended to reflect any new understanding between the parties.

Endeavor:
Endeavor Technologies, Inc.
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Attn: Executive Vice President

THIG:
Thomson Healthcare Information Company, Inc.

Five Paragon Drive
Montvale, New Jersey 06754
Attn: Senior Vice President, Corporate Business Development

event of a third party acquiring the assets of Endeavor, this Agreement is not transferable. Any attempted assignment by either party without such consent shall be of no effect.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

Thomson Healthcare Information Company, Inc.    Endeavor Technologies, Inc.


By:  /s/ Raymond Zoeller                        By:  /s/ Bruce A. Springer
   ---------------------------                     -----------------------------

Printed Name:  Raymond Zoeller                  Printed Name:  Bruce A. Springer

Title:  Senior Vice President                   Title:  Executive Vice President

Date:  July 15, 1998                            Date:  7/16/98

APPENDIX A

THIG Content

Content to be made available to Endeavor each year for use within the Physician Service consists of:

1. The following electronic publications available on the Medec Interactive Website, MedecInteractive.com:

The Physician's Desk Reference (PDR)

Medical Economics
Patient Care
Contemporary OB/GYN
Contemporary Pediatrics
Internal Medicine
Drug Topics
RN
Business and Health
Directory of Hospital Personnel HMO/PPO Directory
Red Book
The PDR Family Guide to Women's Health The PDR Family Guide to Prescription Drugs Stedman's

2. Content freely available on the American Health Consultants website, AHCpub.com. Content available to the End-User on a "pay per view" basis is not included in this Agreement.

3. One set of 50 Continuing Medical Education (CME) courses available in HTML format. THIG shall host this material, perform testing, grading, and issue of certificates to physicians who successfully complete a course.

APPENDIX B

CONTENT SERVICE

The THIG Content Service enriches the Content made available to Endeavor. The THIG Content Services provides access to the Content through multiple indices, search mechanisms, page linking, and logical and useful navigation. During the term of this Agreement, the THIG, Content Service shall continue to be enhanced, improved, and updated.

The THIG Content Services shall be operated and maintained by Medical Economics with professional diligence and skill and in a manner consistent with high industry standards. The THIG Content Service currently experiences 98% reliability. However, server outages not related to THIG hardware, configuration, or network are excluded from this Agreement. In order to ensure a high level of reliability, the THIG Content Services shall be redundantly hosted and include a "hot backup" (a fully operational server running concurrently to the main server). This redundancy shall occur on or before October 31, 1998. Because of the time it takes to set up this redundant environment, THIG shall not be able to offer this as part of the Fast Start Program (see Appendix D).

In order to improve and maintain the THIG Content Service, THIG designates time periods ("Scheduled Maintenance Windows") during which it may limit or suspend the availability of the hardware and/or software involved in providing its Services and Products (an "Outage") to perform necessary maintenance or upgrades. Scheduled Maintenance Windows currently are each Tuesday and Friday between the hours of 4:00 am and 12 noon and the third Saturday of each month between the hours of 4:00 am and 12 noon, Eastern Standard Time and Pacific Standard Time. By or before the conclusion of the Fast Start Program, the Scheduled Maintenance Window for major systems component updates shall only occur between the hours of 1:00 am and 7:00 am, and normal content updates shall occur only between the hours of 1:00 am and 10:00 am. THIG shall make every reasonable effort to ensure that End-User access is maximized and disruption minimized during the content update and systems maintenance/upgrade processes. If planned maintenance has the possibility of making the server or servers utilized by Endeavor inaccessible to the Internet during a Scheduled Maintenance Window, THIG shall provide not less than twenty-four (24) hours prior electronic mail or other notice to Endeavor of the Scheduled Maintenance Window during which the Outage is planned. In addition, THIG reserves the right to perform any required maintenance work outside of the Scheduled Maintenance Window with prior notice to Endeavor.

It is the duty of Endeavor to report unscheduled service outages of the Content Service to the Support Liaison. For the purpose of this Agreement, a service outage means that THIG's standard hardware, software, or operating system is functioning in a manner that prevents http message receipt by Endeavor's Internet server. In the event of an extended Unavailability, remedies shall be limited to the pro-rata credit specified in Section 5.5, Representation and Warranties.

APPENDIX C

ENDEAVOR PHYSICIAN SERVICE

WebMD offers physicians a one stop, "desktop solution" to consolidate key information and communications services necessary for optimum practice management and patient care. WebMD is an online medical community and Internet gateway providing access to vital information and communication services. WebMD consolidates into a customizable Internet portal fragmented services such as:
proprietary healthcare content and publications, real time processing of eligibility and referral authorization, answering service, customized physician web sites, chat and bulletin board sessions, and an online universal inbox for single source messaging.

WebMD shall offer the following services and content for use by physicians:

. Virtual receptionists, call center, centralized messaging and voice conferencing services
. Telemedicine data; cardiac telemetry
. Specialized physician references
. Continuing medical education
. Patient education
. Electronic Data Interchange services
. Forums and affinity chat
. Custom built physician web sites and pages

These services and content are bundled into product offerings for sale to physicians only on a subscription basis.

APPENDIX D

FAST START PROGRAM

WHEREAS, Endeavor has stated that a beta trial of WebMD shall begin on 15 July 1998, and deployment is planned on the following schedule:

. *** thin clients shall be deployed from 15 July to 15 August 1998,
. *** additional thin clients shall be deployed from 15 August to 15
. *** additional thin clients shall be deployed from 15 September to 15 October 1998.

And, THIG is willing to highly compress the time needed to provide this Content and the associated Content Services and use its best efforts under a "Fast Start Program". Content shall be delivered to Endeavor and the End-Users of the Service approximately three (3) weeks from the date of signing of this Agreement. The Fast Start Program shall provide a custom view of the web pages housed with the Content Service to authenticated Service End-Users. The Fast Start Program differs from delivery of Content and Content Services after October 31st, 1998 in the following ways:

. During the Fast Start Program all content described in Appendix A,
Section One, shall be made available to authenticated Service End- Users.

. During the Fast Start Program End User access to the Content Service shall be granted to those End-Users who provide a valid user name and password. Endeavor shall provide a mechanism for supplying THIG with this user name and password. It is expected that End-Users shall be referred to the Content Service only from the WebMD website. A unique, user name and password shall be authenticated by Endeavor and the End-User session shall be sent to the Content Service. Based on the referring URL, the Content Service shall allow the End-User access.

. During its existence, the Content Service platform has achieved greater than 98% reliability, but lacks the redundancy to confidentiality state that this level of reliability can be maintained. THIG shall use its best effort to maintain 98% reliability during the Fast Start Program and on or before October 31, 1998 THIG shall provide the level of reliability and quality of service described in Appendix B.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

. While Endeavor and THIG have tested the delivery of web pages between their facilities, it is reasonable to assume that there are undiscovered technical and management challenges, and that, despite mutual best efforts, Content may not be available to End-Users of the Service as expected during the course of the Fast Start Program.

NOW, THEREFORE, in consideration of the premises, mutual covenants and promises set forth above and therein,

ENDEAVOR AND THIG agree the Fast Start Program shall initiate upon signing of this Agreement and terminate on or before October 31, 1998. Content shall be delivered to Endeavor and the End-Users of the Service approximately three weeks following the execution of this Agreement.

Pages 17 of 17

APPENDIX E

USER REGISTRATION

Please read the license agreement, then click the "Accept" button at the end of the agreement to continue the registration process. Click the "Cancel" button to terminate the registration process.

LICENSE AGREEMENT

By completing your registration to become a user of MedEc Interactive, you (the "User") agree with Medical Economics Company, Inc. ("MECI") to be bound by the term and conditions set forth in this Agreement. Read this Agreement carefully. You will be bound by its terms whenever you use MedEc Interactive.

1. LICENSE

MECI grants, and the User hereby accepts, a nonexclusive, nontransferable, revocable license to use the software, data, and documentation contained in MedEc Interactive on the terms and conditions set forth in this Agreement.

2. TERMINATION

The User may terminate this license at any time by notifying MECI in writing. MECI may at its sole discretion terminate this license any time, with or without prior notification, in the event the User fails to comply with the terms and conditions of this agreement, by deactivating the User's username and password or suspending operation of the system.

3. COPYRIGHT AND RESTRICTIONS

All data on file in MedEc Interactive, and all documentation and software therein, is the property of Medical Economics Company, Inc. or its Licensors, and is protected by copyright and other intellectual property laws. Information received through MedEc Interactive is to be used solely for individual purposes. None of the content of MedEc Interactive may be reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photocopied, recorded, or otherwise), resold, or redistribute without the prior written consent of MECI, except that the User may reproduce limited excerpts of the data for personal use only, provided that each such copy contains a copyright notice as follows.

For information obtained from MECI sources or database:

"Copyright (C) 1998 by Medical Economics Company Inc. at Montvale, NJ 07645. All rights reserved."

For information obtained from Licensors the User is solely responsible for compliance with any copyright restrictions and is referred to the publication data appearing in bibliographic citations, as well as to the copyright notices appearing in the original publications.

4. PROTECTION AND SECURITY

The User shall like all reasonable steps to ensure that no unauthorized person shall have access to MedEc Interactive. The User shall not divulge, sublicense, assign, or transfer to any third party the username and password established during registration. The User understands that provision of the username and password will be required prior to each use of MedEc Interactive.

5. WARRANTY DISCLAIMER

User recognizes that MedEc Interactive is to be used only as a reference aid. It is not intended to be a substitute for the exercise of professional judgment by the User.

Information on MedEc Interactive is generated not only through internal resources of MECI, but also through external consultants and third party sources. Inherent hazards of electronic distribution may result in delays, omissions or inaccuracies in such information and MedEc Interactive.

Medicine is an ever-changing science. In view of the possibility of human error or changes in medical science, Users are advised to confirm the information in MedEc Interactive through independent sources.

ALL DATA, SOFTWARE, AND DOCUMENTATION IN MEDEC INTERACTIVE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MECI AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO MEDEC INTERACTIVE OR THE USE THEREOF. NEITHER MECI NOR ITS LICENSORS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF OR RELATING TO THE PERFORMANCE OF MEDEC INTERACTIVE OR THE LACK THEREOF UNDER THIS AGREEMENT FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE MEDEC INTERACTIVE, WHETHER OR NOT MECI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, DEMAND, OR ACTION. NEITHER MECI NOR ITS LICENSORS MAKES ANY WARRANTY THAT MEDEC INTERACTIVE IS COMPATIBLE OR OPERABLE WITH THE USER'S COMPUTER EQUIPMENT OR SOFTWARE, THAT MEDEC INTERACTIVE WILL PERFORM WITHOUT INTERRUPTION OR FREE OF ERRORS, OR THAT THE INFORMATION CONTAINED THEREIN SATISFIES GOVERNMENT

REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS.

No salesperson or other representative of any party involved in the distribution of MedEc Interactive is authorized to make any warranties with respect to the service beyond those contained in this Agreement. Oral statements do not constitute warranties, shall not be relied upon by the User, and are not a part of this Agreement.

6. FEES AND PAYMENTS.

If accessing MedEc Interactive through a standard subscription, User agrees to pay all fees, and all charges incurred for MedEc Interactive in connection with User's username and password at the rates in effect when incurred. Fees and charges will be billed to the credit card the User designates during the registration process. If User wishes to change the credit card to which MECI bills for MedEc Interactive, User may call MECI at the number listed for Customer Service at the MedEc Interactive web site.

If accessing MedEc Interactive through a physician subscription, User agrees to pay all fees, and all charges incurred for additional cost services available through MedEc Interactive including, but not limited to, fees and charges for Continuing Medical Education (CME) credits, document delivery, and items ordered through the PDR Bookstore.

MECI SHALL NOT BE LIABLE FOR ANY AMOUNTS BILLED TO USER'S CREDIT CARD BY A THIRD PARTY

7. DATABASES MAINTAINED BY MECI

While great care has been taken in organizing and presenting the material in MedEc Interactive, MECI does not warrant or guarantee any of the products described, prices supplied, or medical device information contained, and does not perform any independent analysis in connection with any of the product descriptions. MECI does not assume, and expressly disclaims, any obligation to obtain and include any information other than that provided to it by its third party sources. It should be understood that by making this material available MECI is not advocating the use of any product described in MedEc Interactive, nor is MECI responsible for misuse of a product due to typographical error. Additional information on any product may be obtained from the manufacturer.

8. DATABASES NOT MAINTAINED BY MECI

MEDLINE is a bibliographic database maintained by the National Library of Medicine (NLM). NLM databases are produced by a U.S. government agency, and as such the contents are not covered by copyright domestically. They may be copyrighted outside the U.S. Some NLM-produced data are from copyrighted publications of the respective copyright claimants. Users of the NLM databases are solely responsible for compliance with any copyright restrictions and are referred to the publication data appearing in bibliographic citations, as well

as to the copyright notices appearing in the original publications, all of which are incorporated herein by reference. Users should consult legal counsel before using NLM-produced records to be certain that their plans are in compliance with appropriate laws.

Organizations or institutions may download NLM-produced citations and reuse these records within their organization or institution. NLM suggests that organizations limit the number of records to 1,000 per month. Since NLM makes corrections and enhancements to, and performs maintenance on these records at least annually, you should plan to replace or correct the records once a year to ensure that they are still correct and searchable as a group.

All NLM-produced records must be identified as being derived from NLM databases.

9. MEDEC INTERACTIVE FORUMS

MedEc Interactive Forums is provided solely for education and informational purposes, and is not meant to provide professional medical advice, counseling, or services.

MedEc Interactive does not verify the credentials of individuals representing themselves as medical professionals, nor do the views expressed by our MedEc Interactive members necessarily reflect the views of Medical Economics Company. If you need medical services always contact a licensed professional in your area. Always follow the advice of your physician or other health care professional in regard to treatment information and considerations.

You are entirely liable for all activities conducted through any names registered to your e-mail address ("Account"). The. following Rules apply while using MedEc Interactive Forums.

A. You may post messages to MedEc Interactive Forums containing only content ("Content") that does not contain scandalous, libelous or unlawful matter, is not subject to any patent, trademark, copyright or other proprietary or privacy rights of a third party ("Rights"), or Content in which any holder of Rights has given you express authorization for distribution on MedEc Interactive Forum. By submitting Content to any part of MedEc Interactive Forum, you automatically grant or warrant that the owner of such Content has expressly granted MedEc Interactive a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display such Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Rights that may exist in such Content. MECI will remove personal information that in any way identifies the user to any third party without the registered user's consent.

B. You and any persons who have access to your Account, must evaluate and bear the risk associated with the accuracy, completeness, or usefulness of any Content.

C. In cases where you have allowed any other individual to use your Account, or have negligently made your password publicly available, you recognize that you are fully responsible for: (i) the online conduct of such user;
(ii) controlling the users access to and use of MedEc Interactive; and
(iii) the consequences of any misuse. You further recognize that you, as the holder of the Account, are entirely responsible for activities conducted through such Account.

10. PRIVACY POLICY/DISCLOSURE OF MEMBER INFORMATION TO THIRD PARTIES

For visitors to both the public and private areas of our Web site, our Web server automatically recognizes only the consumer's domain name, but not the e- mail address (where possible).

We collect the e-mail addresses of registered users, those who post messages to our bulletin board, the e-mail addresses of those who communicate with us via e- mail, aggregate information on what pages consumers access or visit and information volunteered by the consumer, such as survey information and/or site registrations.

The information we collect is used to improve the content of-our Web page, used to notify consumers about updates to our Web site and used by us to contact consumers for marketing purposes. We will not use the information in any way that identifies registered users individually to any third party without the registered user's consent.

MECI is not currently sharing the postal addresses, phone numbers or e-mail addresses of users with third parties. In the future, MECI may contract with a bulk e-mail provider who may have the right to share the e-mail addresses of MedEc Interactive's registered users with third parties. MECI will not share users' credit card numbers, DEA numbers, Social Security numbers, or any other personally identifiable information.

11. GENERAL

If any provision of this Agreement is determined to be invalid under any statute or rule of law, the same shall be deemed omitted and the remaining provisions shall continue in full force and effect.

This Agreement shall be deemed to be made in the State of New Jersey and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of New Jersey applicable to contracts executed and to be wholly performed therein.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective unless set forth in a document that purports to amend this Agreement and that is accepted by both parties hereto.

This Agreement is personal to you and you may not assign your rights or obligations to anyone.

THE ASSOCIATED PRESS USER AGREEMENT

This Service (including, but not limited to text, content, photographs, video and audio) is for your personal, noncommercial use and is protected by a copyright as a collective work or compilation under U.S. copyright and other laws. You must abide by all additional copyright notices or restrictions contained in this Service.

YOU MAY NOT COPY, REPRODUCE, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, CREATE DERIVATIVE WORKS, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THIS SERVICE, EXCEPT THAT CORPORATE GOVERNMENT AND INSTITUTIONAL SUBSCRIBERS MAY USE PORTIONS OF THE SERVICE FOR INTERNAL PRINTED COMMUNICATIONS AND MEMORANDA.

YOU MAY NOT DOWNLOAD AND STORE MATERIAL FROM THIS SERVICE IN ANY PERMANENT FORM, WHETHER ARCHIVAL FILES, COMPUTER-READABLE FILES AND ANY OTHER MEDIUM.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU MAY NOT DISTRIBUTE ANY

PART OF THIS SERVICE OVER ANY NETWORK, INCLUDING A LOCAL AREA NETWORK, NOR SELL

NOR OFFER IT FOR SALE. IN ADDITION, THESE FILES MAY NOT BE USED TO CONSTRUCT ANY KIND OF DATABASE.

NEITHER THE ASSOCIATED PRESS NOR ANY OF ITS AFFILIATES SHALL BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY OR TO ANY OTHER PERSON WHO MAY RECEIVE INFORMATION IN THIS SERVICE, OR TO ANY PERSON WHATSOEVER, FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS

THEREFROM OR IN THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART THEREOF OR FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY.

IN NO EVENT, SHALL THE ASSOCIATED PRESS OR ANY OF ITS AFFILIATES OR THE THOMSON CORPORATION OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, PUNATIVE, SPECIAL OR ANY OTHER DAMAGES ARISING IN ANY WAY FROM THE AVAILABILITY OF THE SERVICE REGARDLESS OF THE FORM OF ACTION.

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 10.29

Virtual Internet Provider (VIP) Agreement

This Virtual Internet Provider Agreement (the "Agreement") is made in the city of Fairfax, Virginia, this 11th day of September, 1998 (the "Effective Date"), between UUNET Technologies, Inc., a Delaware corporation, whose address is 3060 Williams Drive, Fairfax, Virginia 22031 ("UUNET"), and WebMD, Inc., whose address is 3399 Peachtree Road, Suite 400, Atlanta, Georgia 30326 ("Reseller").

The parties hereto agree and bind themselves as follows:

1. SERVICE. UUNET will sell, and Reseller will purchase, services for the interconnection of Reseller's end users with the Internet. UUNET agrees that its Internet access services provided to Reseller will be of a quality usual and customary in the industry for similarly situated companies, and if UUNET consistently fails to meet this standard, Reseller's sole remedy shall be to terminate this Agreement without penalty upon 30 days' written notice if UUNET has not improved service quality during this notice period. UUNET agrees to provide Reseller with a toll-free number to report problems relating to network integrity. This number is to be used only by Reseller and may not be released to Reseller's customers. UUNET's relationship under this Agreement is solely with Reseller and not with any of Reseller's end users. Reseller is responsible for all end-user customer support, billing, and collections.

2. PRICING. The prices set forth in the attached Schedule A apply to PPP dial- up traffic and VIP radius server interoperability. For all other services, UUNET's list prices apply unless other prices have been specifically established. Reseller agrees to pay the Minimum Amount of $/***/ as set forth in Schedule A if billing is based on actual service charges, as calculated pursuant to Schedule A, would be less than the Minimum Amount.

3. TERMS and CONDITIONS. Reseller agrees to comply with the Network Services Terms and Conditions set forth in the attached Schedule B and the Technical Agreement for Network Interoperability, as set forth in the attached Schedule C. Reseller further agrees to require its end users to comply with and acknowledges the terms and conditions in substance identical to those in Sections One, Two, Three, Four and Five of Schedule B. Reseller shall defend, indemnify, and hold harmless UUNET against any claims resulting from Reseller's or its customers' use of UUNET's services.

4. TESTING. The full effectiveness of this Agreement will be contingent upon the completion of technical testing to the mutual and reasonable satisfaction of both parties during

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

the period of 15 days beginning on or after August 15, 1998. If either party shall reasonably declare the testing results to be unsatisfactory at the conclusion of the 15-day period, the parties shall have another ten days to correct the problem. If such correction is not completed at the end of such ten day period to the mutual and reasonable satisfaction of the parties, this Agreement will terminate with no further liability to either party. If no such declaration is made, acceptance of technical testing shall be presumed, and the Agreement shall remain in effect. Commercial service under the Agreement shall begin on or after September 1, 1998. Monthly minimum amounts as set forth in Schedule A will begin to accrue from the date of the satisfactory completion of technical testing. If testing is completed during the course of a month, the first month's minimum amount will be prorated to reflect the number of days in the month for which the monthly minimum amounts shall accrue.

5. TERM. The term of this Agreement is one year from the Effective Date, which term shall be automatically renewed for additional sixty day terms, provided that neither party has delivered to the other a written notice of intent not to renew for the forthcoming term. Such notice of intent shall be given not less than 60 days in advance of the end of the then-current term. In the sixty days prior to completion of the initial term, the parties shall negotiate, in good faith, all appropriate revisions to Schedule A as well as a possible extension of this Agreement's term.

6. TERMINATION.

(a) For Cause. Either party may terminate this Agreement for cause without penalty in the event that the other party breaches any material term of this Agreement. Prior to such termination, the party intending to terminate shall first give the other party written notice of its intent to terminate which shall clearly describe problem(s) constituting cause. The other party will have 30 days from the date of receipt of such notice to correct the problem. If the problem is not corrected within such period, the party intending to terminate may terminate this Agreement on such 30th day. Reseller shall cooperate with UUNET in enforcing the Acceptable Use Policy in Section 2 of Schedule B. If Reseller shall violate such acceptable use policy, or permit such violation, and does not immediately act to remedy such violation when it becomes aware of it, UUNET may after good faith discussions of the violation with Reseller's management, terminate this Agreement without penalty with ten days' written notice. If any amounts due and owing by Reseller remain unpaid 60 days after date of invoice, UUNET may terminate this Agreement immediately upon written notice without penalty.

(b) For Convenience. Reseller may terminate this Agreement for convenience 90 days after giving UUNET written notice. In the event of such termination, Reseller will pay UUNET *** % of the amount obtained by subtracting the charges paid for service prior to termination from the Minimum Amount set forth in Schedule A, in addition to paying all amounts due and owing as of such termination.

7. CONFIDENTIALITY; NO PUBLICITY. The prices and terms of this Agreement shall

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

be held confidential by each party, as shall each party's confidential or proprietary information, the parties' respective performance under this Agreement, the quality of UUNET network performance, and any data provided by UUNET to Reseller regarding performance of the UUNET network. Neither party shall disclose any such information to third parties, except as permitted pursuant to this Section 7, and each party shall disseminate such information among its employees only on a need-to-know basis. To the extent a party wishes, or is required by applicable law or regulation, to disclose the existence or terms of this Agreement or performance thereunder, such party shall notify the other party in advance of such disclosure and shall provide the other party, to the maximum extent practicable, the opportunity to comment upon such proposed disclosure. Each party shall be entitled to all available legal and equitable remedies in the event of a breach of this Section 7. In addition, either party, may terminate this Agreement for cause upon ten days' notice and without penalty in the event of any breach of this Section.

8. NO USE OF UUNET TRADEMARKS. Reseller may not use the name, logo or any other trademarks or service marks of UUNET in any advertising, signage, marketing materials, brochures or any other materials in any medium without UUNET's express advance written permission. Any such permitted use shall be only within guidelines provided by UUNET. Reseller's breach of this Section 8 shall be a material breach of this Agreement constituting cause for termination pursuant to Section 6(a) by UUNET.

9. FORECASTS. Reseller recognizes UUNET's reliance upon the reasonable accuracy of usage forecasts for network expansion and engineering. During the first week of each calendar month during the term of this Agreement Reseller shall provide UUNET with its best forecast of users and hours for the next six months. Reseller shall also provide UUNET with any information as to marketing programs which will be helpful in determining expected future loads, particularly any information relevant to expected loads in particular geographical locations POPs. Reseller's failure to provide such forecasts at such specified times shall be a material breach of this Agreement constituting cause for termination pursuant to Section 6(a) by UUNET in its absolute discretion.

10. RELATIONSHIP OF PARTIES. No agency, partnership, joint venture or employment is created as a result of this Agreement. Neither party is authorized to bind the other in any respect whatsoever.

11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY STATED OR IMPLIED HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR BY ANY ASSIGNEE OR OTHER TRANSFEREE OF THE OTHER, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT IN CONNECTION WITH THE INDEMNIFICATION PROVISIONS OF SECTION 3 OF THIS AGREEMENT AND SECTION 2 OF SCHEDULE B.

12. ASSIGNMENT. This Agreement shall not be assignable by either party hereto without the prior written consent of the other party.

13. BINDING EFFECT. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns.

14. FORCE MAJEUR. No party shall be liable by reason of any failure or delay in the performance of its obligations due to strikes, riots, fires, explosions, acts of God, war, governmental action or any other cause which is beyond the reasonable control of such party and which such party addresses with reasonable diligence and speed.

15. GOVERNING LAW. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, excluding its laws relating to conflicts of laws.

16. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the attached Schedules constitute the entire understanding and agreement between the parties and supersede any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the parties.

17. WAIVER. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; no shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.

18. NOTICE. Each notice required or permitted under this Agreement shall be given in writing. Such notice shall be sent by first class mail, postage prepaid and marked for delivery by certified or registered mail, return receipt requested, addressed to the parties listed below at their respective places of business, or at such other addresses of which notice has been given to the addressing party:

If to Reseller:                     If to UUNET Technologies, Inc.:

WebMD, Inc.                         UUNET Technologies, Inc.
3399 Peachtree Road, Suite 400      3060 Williams Drive
Atlanta, Georgia  30326             Fairfax, Virginia  22031

Attention: General Counsel          Attention:  General Counsel
Fax:  404-479-7651                  Fax:  703-206-5807

Such notice shall be deemed delivered upon personal delivery; five days after deposit in the U.S. mail, one day after deposit with such overnight courier, and upon actual confirmation of receipt of a facsimile.

19. PLURAL/GENDER. Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns

stated in the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter. The term "person" means any individual, corporation, partnership, trust or other entity.

20. SEVERABILITY. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

21. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. It shall not be necessary for all parties to execute the same counterpart hereof.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written.

WebMD, Inc.                             UUNET Technologies, Inc.


By:  /s/ Bruce A. Springer              By:  /s/ Clint Heiden
     ---------------------                   ----------------

     Name:  Bruce A. Springer                Name:  Clint Heiden
            -----------------                       ------------

     Title: Executive Vice President         Title:  Vice President Sales
            ------------------------                 --------------------

SCHEDULE A

Dial-Up and VIP Radius Server Interoperability Pricing; Minimum Monthly Amount

1. Dial-Up Pricing

By the fifth calendar day of each month Reseller shall notify UUNET of the total subscribers to Reseller's service in the prior month ("Subscribers"). Reseller will be charged $*** per month for each Subscriber to Reseller's service as reported by Reseller, verified by the network identifier used by UUNET and (if necessary) ultimately confirmed by the audits provided for in Section 4 below. If in any two consecutive calendar months the "Average Usage" derived by ***, the parties will engage in good faith renegotiation of the pricing terms in this schedule, and UUNET shall have the right to terminate this Agreement upon ten days' written notice if new pricing terms are not promptly agreed upon by the parties.

The above rates are for PPP dial-up traffic in the continental United States only.

ISDN connectivity, toll-free access, international and non-continental US service will be provided upon Reseller's request and only if UUNET is able to offer such services, and pricing for such services shall be attached to this Agreement as an additional schedule.

2. Annual Minimum Amount

Reseller agrees to pay UUNET a Minimum Amount of $*** for service provided in the twelve months following September 1, 1998. In the event that actual service charges during the period are less than $***, then Reseller shall pay UUNET in September 1999 the difference between the Minimum Amount and the actual service charges.

For purposes of determining whether billing based on actual service charges exceeds or is less than the Minimum Amount, actual service charges will include billing for dial-up (including international, ISDN and toll-free usage, if any), but will not include one-time billing fees, VIP radius server interoperability or charges related to leased lines.

3. VIP Radius Server Pricing

Reseller will pay a one-time installation charge of $*** due upon execution of this Agreement and a $*** per month fee for Radius server interoperability (includes use of one user realm/suffix).

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

4. Audits

UUNET shall have reasonable access to Reseller's data and records during normal business hours to verify that Reseller's Subscriber reports are accurate and complete.

SCHEDULE B

Virtual Internet Provider Terms and Conditions

1. UUNET exercises no control over the content of the information passing through UUNET's host computers and points of presence ("UUNET's Network"). Except as otherwise provided for in Section One of the Agreement, UUNET makes no warranties of any kind, whether express or implied, for the service it is providing. UUNET also disclaims any warranty of merchantability or fitness for a particular purpose. UUNET will not be responsible for any damage Reseller suffers. This includes damages resulting from loss of data due to delays, nondeliveries, misdeliveries, or service interruptions. Use of any information obtained via UUNET's Network is at the user's own risk. UUNET specifically denies any responsibility for the accuracy or quality of information obtained through its services.

3. UUNET offers two B channel ISDN connectivity, but both B channels may not be able to be used in conjunction with each other on every session.

4. Resale to other individuals and organizations is permitted, but they may not further resell the services.

5. Payment is due 30 days after date of invoice. Accounts are in default if payments is not received within 30 days after date of invoice. Accounts unpaid 60 days after date of invoice may have service interrupted. Only a written request to terminate service relieves Reseller of the obligation to pay the monthly account charge. Accounts in default are subject to an interest charge equal to the lesser of 1.5% per month, or the maximum rate permitted by law, on the outstanding balance.

6. These Terms and Conditions supersede all previous representations, understandings, or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of UUNET's Network constitutes acceptance of these Terms and Conditions.

SCHEDULE C

Technical Agreement For Network Interoperability

1. Reseller agrees to secure a minimum TI connection from UUNET and operate its own Radius server. Such server will perform user validation functions and will be maintained in a secure environment. Reseller also will maintain this server with reasonably current versions of the Radius protocols as provided by UUNET.

2. Reseller agrees to use software and procedural safeguards to insure that only accurate routing for networks to be used by Reseller's customers is transmitted from Reseller's Radius server into UUNET's network, and to use best efforts to immediately remedy any problems leading to transmission of incorrect routing information.

3. Reseller agrees to assign each end user customer a unique identification number for billing purposes, and to reasonably cooperate with UUNET in establishing the structure of this identification number.

4. Reseller and UUNET each agree to cooperate with the other in identifying and resolving any security infringements which involve Reseller's customers and UUNET's Network, in accordance with UUNET's policies as in effect from time to time.

5. Reseller acknowledges and agrees that any billing data supplied by UUNET on an interim basis (more frequently than monthly) is an estimate and may not be relied upon for 100% accuracy.

EXHIBIT 10.30

(Medical Space)

LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is made and entered into this 16th day of September, 1996, by and between Landlord and Tenant.

(b)  LANDLORD'S ADDRESS:           LANDLORD'S ADDRESS FOR PAYMENTS:
     ------------------            -------------------------------

     1100 Lake Hearn Drive              1100 Lake Hearn Drive
     Atlanta, GA  30342                 Atlanata, GA  30342

1100 LAKE HEARN DRIVE
ATLANTA, GA 30326

1100 Lake Hearn Drive
Atlanta, Georgia 30342

(p)  BROKER(S):            Williams-Adair Realty Corporation
     ---------             representing Tenant and
                           Meadows & Ohly, Inc. representing Landlord

(q)  INCREASE MULTIPLIER:  The term "Increase Multiplier" shall mean a
     -------------------

fraction:

(a) Tenant covenants and agrees to pay to Landlord during the Lease Term the amounts specified in Article 1(k) (as adjusted from time to time, the "Base Rental") as base rent for the Premises. The Base Rental shall be paid in equal monthly installments in advance, without demand, deduction or set off, on the first (1st) day of each and every calendar month during the Lease Term. A prorated monthly installment shall be paid in advance on the Rental Commencement Date for any fraction of a month if the Rental Commencement Date occurs on any day other than the first day of any month and on the first day of the final month of the Lease Term for any fraction of a month if the Lease Term shall expire or terminate on any day other than the last day of any month.

(b) The Base Rental for the first year of the Lease Term is set forth in Article 1(k) above. On each anniversary of the Commencement Date, the Base Rental shall be increased to an amount equal to the product of: (i) the amount of Base Rental for the previous calendar year (or portion thereof adjusted to reflect an annual rental) multiplied by (ii) the Increase Multiplier.

(c) Tenant covenants and agrees to pay to Landlord during the Lease Term such sums as are referred to herein as "Additional Rental" when due, without demand, deduction or set off. As used herein, the term "Rent" shall mean Base Rental, Additional Rental, and any other amounts due from Tenant hereunder. Any sums payable to Landlord by Tenant hereunder shall be deemed Additional Rental, and Landlord shall have all of the remedies upon default as it does for failure to pay Base Rental.

(i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given.

(ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement.

(iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7.

the Tenant Improvement Agreement), (iii) payments by Landlord of interest and principal on any mortgage secured by the Project or any portion thereof, (iv) the cost of special services rendered to a particular tenant of the Buildings, which are paid or reimbursed by such tenant, and (v) leasing commissions. If the average occupancy level was less than ninety five percent (95%) of the total Rentable Floor Area of the Buildings during a calendar year, the Operating Expenses for that calendar year shall be adjusted to an amount equal to Landlord's computation of Operating Expenses had ninety-five percent (95%) of the total Rentable Floor Area of the Buildings been occupied, and the amount so computed shall be deemed to be "Operating Expenses" for the purpose of computing Additional Rental.

(a) General cleaning and janitorial service required as a result of normal, prudent use of the Demised Premises and only on Mondays through Fridays, inclusive, with New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and such other holidays which are observed locally by national banks (herein collectively called the "Holidays") excepted.

(b) Heating and air-conditioning service daily on Monday through Fridays, inclusive, with Holidays excepted, from 8:00 A.M. to 6:00 P.M. and on Saturdays, if not a Holiday, from 8:00 A.M. to 1:00 P.M. Landlord reserves the right to prohibit the use of machines and equipment that generate excessive heat in their operation. Should Tenant desire either heating or air-conditioning at times when such services are not furnished by Landlord under the terms of this Lease, Landlord will furnish such services as requested by Tenant upon not less than 24 hours notice from Tenant, at Tenant's expense and at such hourly charge as is from time to time determined by Landlord. Payments for such additional services shall be deemed Additional Rental due from Tenant and shall be due and payable on demand;

(c) Elevator service daily on Mondays through Fridays, inclusive, with Holidays excepted, and 8:00 A.M. to 6:00 P.M. and on Saturdays, if not a Holiday, from 8:00 A.M. to 1:00 P.M. At least one elevator shall be operative at all other hours; and

(d) Electric current for lighting and reasonable facilities for furnishing usual and normal electric power for medical office space. Tenant shall not, without Landlord's prior written consent, use any equipment, including, diagnostic equipment, X-ray machines, or any other machines which use electric current in excess of 110 volts, which will increase the amount of electricity ordinarily furnished for the use of the Premises as medical office space or which requires clean circuits or other special distribution circuits. Landlord's consent for Tenant's use of such equipment shall be conditioned upon Tenant and Landlord agreeing upon the amount Tenant shall pay each month for increased electrical consumption.

(e) Water shall be provided to the Demised Premises in an amount sufficient for private toilets and for hand washing. The cost of any water used in excess of such amount shall be reimbursed to Landlord on demand as Additional Rental, with the amount and cost of such excess determined by Landlord in its reasonable discretion.

(f) Landlord reserves the right to install separate metering devices, at Tenant's expense, and to charge Tenant for the cost of all excess or after-hours use of services.

(b) No rights to any parking spaces are granted under this Lease; however, Tenant and Tenant's employees, invitees and licensees shall be entitled to use, on a non-exclusive basis in common with other tenants of the Building or adjacent buildings, the parking facilities located from time to time adjacent to the Building and owned by Landlord. Such use of the parking facilities shall be subject to any and all rules and regulations established by Landlord with respect to the parking facilities. Landlord, at Landlord's sole discretion and upon completion of a parking deck, with ninety (90) days prior written notice, may charge parking fees for deck parking at rates commensurate with those charged by comparable medical office buildings with parking decks in the area, provided that surface parking shall remain free of charge for Tenant and Tenant's invitees and licensees.

elects by notice to Tenant to have Tenant remove such alterations, additions and improvements, in which event, notwithstanding any contrary provisions respecting such alterations, additions and improvements contained in Article 32 hereof, Tenant shall promptly restore, at its sole cost and expense, the Demised Premises to its condition prior to the installation of such alterations, additions and improvements, normal wear and tear excepted.

(a) Landlord shall maintain in good order and repair, subject to normal wear and tear and subject to casualty and condemnation, the Building (excluding the Demised Premises and other portions of the Building leased to other tenants), the Building parking facilities, the public areas and the landscaped areas. Notwithstanding the foregoing obligation, the cost of any repairs or maintenance to the foregoing necessitated by the intentional acts or negligence of Tenant or its agents, contractors, employees, invitees, licensees, tenants or assigns, shall be borne solely by Tenant and shall be deemed Rent hereunder and shall be reimbursed by Tenant to Landlord upon demand. Landlord shall not be required to make any repairs or improvements to the Demised Premises except structural repairs necessary for safety and tenantability, the necessity for which (i) Landlord is notified in writing by Tenant, and (ii) is not brought about by any act or neglect of Tenant, its agents, employees or contractors, licensees, or invitees.

(b) Tenant covenants and agrees that it will take good care of the Demised Premises and all alterations, additions and improvements thereto and will keep and maintain the same in good condition and repair, except for normal wear and tear. Tenant shall at once report, in writing, to Landlord any defective or dangerous condition known to Tenant. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance or the curing of such defect. Landlord shall not be liable to Tenant for damage to person or property caused by any latent defects in the Building or the Demised Premises, defects in the cooling, heating, electric, water, elevator or other apparatus or systems or by water discharged from sprinkler systems, if any, in the Building or the Demised Premises, nor for the theft, mysterious disappearance, or loss of the Building. To the fullest extent permitted by law, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Demised Premises as may be provided by any law, statute or ordinance now or hereafter in effect. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof, except as specifically and expressly herein set forth.

(c) Tenant shall at its own cost and expense keep and maintain the Demised Premises and all parts thereof in good repair and tenantable condition and indemnify Landlord against any loss, damage, or expense arising by reason of any failure of Tenant so to keep the Demised Premises in good repair and tenantable condition or due to any act or neglect of Tenant, its agents, employees, contractors, invitees, or licensees. If Tenant fails to perform, or cause to be performed, such maintenance and repairs, then at the option of Landlord, in its sole discretion, any such maintenance or repair may be performed or caused to be performed by Landlord and the cost and expense thereof shall be charged to Tenant, and Tenant shall pay the amount thereof to Landlord on demand as Additional Rental. Tenant shall not install X-ray machines or other equipment which emits radiation in the Demised Premises without Landlord's approval, which approval shall not be unreasonably withheld. Landlord's withholding of consent shall not be unreasonable if, by way of illustration and not limitation, adequate protection for the safety of people is not installed in connection with such equipment. Tenant hereby accepts the risks of and all responsibility for any injury or damage which may result from the operation or failure of operation of any such X-ray equipment or other equipment which emits radiation. All equipment owned or operated by Tenant must be installed and protected in a manner satisfactory to Landlord and in compliance with all governmental regulations. Tenant will be obligated to obtain and maintain at its expense any permits, licenses or approvals required in connection with its use of the Demised Premises or in connection with any equipment of Tenant in the Demised Premises.

All repairs, replacements and clearing of stoppages from plumbing fixtures within the Demised Premises, as well as repair or replacement of special or non- standard electrical fixtures, lights and light bulbs within the

Demised Premises (other than standard 2x4 lights), and the furnishing of toilet paper and paper towels to toilets and sinks located within the Demised Premises shall be at Tenant's expense.

(d) Tenant agrees to conform to Landlord's signage program for the Building; however, all costs and expenses for any sign, sign installation, removal and repair shall be paid by Tenant. Tenant shall obtain the written approval of Landlord prior to placing and maintaining, or causing or permitting to be placed and maintained, any sign, advertising matter or other thing of any kind, on the exterior of the Demised Premises, or any decorating, lettering or advertising matter on any exterior door to the Demised Premises. Tenant shall not affix or attach anything to windows in the Demised Premises.

subrogation against the other in connection with any loss or damage thereby insured against. Any additional premium for such waiver shall be paid by the primary insured. To the full extent permitted by law, Landlord and Tenant each waives all right of recovery against the other for, and releases the other from liability for, loss or damage to the extent such loss or damage is covered by valid and collectable insurance in effect at the time of such loss or damage or would be covered by the insurance required to be maintained under this Lease by the party seeking recovery.

(a) The following events shall be deemed to have events of default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of Rent or any other chare or assessment against Tenant pursuant to the terms hereof within five (5) days after the due date thereof; (ii) Tenant shall fail to comply with any term, provision, covenant or warranty made under this Lease by Tenant, other than the payment of the Rent or any other charge or assessment payable by Tenant, and shall not cure such failure within forty-five (45) days after notice thereof to Tenant; (iii) Tenant or any guarantor of this Lease shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting, or fail timely to contest the material allegations of a petition filed against it in any such proceeding; (iv) a proceeding is commenced against Tenant or any guarantor of this Lease seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, and such proceeding shall not have been dismissed within fifteen (15) days after the commencement thereof; (v) a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or of any guarantor of this Lease;
(vi) Tenant shall abandon or vacate all or any portion of the Demised Premises or fail to take possession thereof as provided in this Lease; (vii) Tenant shall do or permit to be done anything which crates a lien upon the Demised Premises or the Project and such lien is not removed or discharged within fifteen (15) days after the filing thereof; (viii) Tenant shall fail to return a properly executed instrument to Landlord in accordance with the provisions of Article 27 hereof within the time period provided for such return following Landlord's request for same as provided in Article 27; or (ix) Tenant shall fail to return a properly executed estoppel certificate to Landlord in accordance with the provisions of Article 28 hereof within the time period provided for such return following Landlord's request for same as provided in Article 28.

(b) Upon the occurrence of any of the aforesaid events of default, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (i) terminate this Lease, in which event Tenant shall immediately surrender the Demised Premises to Landlord and if Tenant fails to do so, Landlord my without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by force, if necessary, without being liable for prosecution or any claim of damages therefor; Tenant hereby agreeing to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Demised Premises on satisfactory terms or otherwise; (ii) terminate Tenant's right of possession (but not this Lease) and enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying said Demised Premises or any part thereof, by entry (including the use of force, if necessary), dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder, without terminating this Lease, and without being liable for prosecution or any claim of damages therefor and, if Landlord so elects, make such alteration, redecorations and repairs as, in Landlord's judgment, may be necessary to relet the Demised Premises, and Landlord may, but shall be under no obligation to do so, relet the Demised Premises or any portion thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be for a term extending beyond the Lease Term) and at such rental or rentals and upon such other terms as Landlord may deem advisable, with or without advertisement, and by private negotiations, and receive the rent therefor, Tenant hereby agreeing to pay to Landlord the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Lease Term hereof obtained by Landlord

re-letting, and Tenant shall be liable for Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such re-letting, including broker's commissions and lease assumptions, and in no event shall Tenant be entitled to any rentals received by Landlord in excess of the amounts due by Tenant hereunder; or (iii) enter upon the Demised Premises by force, if necessary, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys' fees which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by negligence of Landlord or otherwise. If this Lease is terminated by Landlord as a result of the occurrence of an event of default, Landlord may declare the entire amount of Rent and other charges and assessments which in Landlord's reasonable determination would become due and payable during the remainder of the Lease Term (including, but not limited to, increases in Rent pursuant to Article 7 hereof), discounted to present value by using a discount factor of eight percent (8%) per annum, to be due and payable immediately. Upon the acceleration of such amounts, Tenant agrees to pay the same at once, together with all Rent and other charges and assessments theretofore due, at Landlord's address as provided herein; provided, however, that such payment shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's actual damages in such an event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). Upon making the entire such payment, Tenant shall receive from Landlord all rents received by Landlord from other tenants renting the Demised Premises or any portion thereof during the Lease Term (with appropriate allocations of such rents in the event such other tenants lease space in addition to the Demised Premises), provided that the monies to which Tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence, less all of Landlord's costs and expenses (including, without limitation, Landlord's expenses in redecorating and restoring the Demised Premises and all costs incident to such reletting, including broker's commissions and lease assumptions) incurred in connection with or in any way related to the reletting of the Demised Premises.

(c) Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedy herein provided or any other remedy provided by law or at equity, nor shall pursuit of any remedy herein provided constitute an election of remedies thereby excluding the later election of an alternate remedy, or a forfeiture or waiver of any Rent or other charges and assessments payable by Tenant and due to Landlord hereunder or of any damages accruing to Landlord by reason of violation of any of the terms, covenants, warranties and provisions herein contained. No reentry or taking possession of the Demised Premises by Landlord or any other action taken by or on behalf of Landlord shall be construed to be an acceptance of a surrender of this Lease or an election by landlord to terminate this Lease unless written notice of such intention is given to Tenant. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. In determining the amount of loss or damage which Landlord may suffer by reason of termination of this Lease or the deficiency arising by reason of any reletting of the Demised Premises by Landlord as above provided, allowance shall be made for the expense of repossession. Tenant agrees to pay to Landlord all costs and expenses incurred by Landlord in the enforcement of this Lease, including without limitation, the fees of Landlord's attorneys as provided in Article 25 hereof.

prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provision of Article 13 of this Lease. Subleasees, assignees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant or any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated, as a principal and not as surety, for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership or limited liability company, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners or members owning a controlling interest in the Tenant shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, whether in a single transaction or in a series of transactions, shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to an assignment or sublease, Tenant shall pay to the Landlord a fee to cover Landlord's accounting costs plus any legal fees incurred by Landlord as a result of the assignment or sublease. The consent of Landlord to any proposed assignment or sublease may be withheld by Landlord in its sole and absolute discretion. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof, shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as against Landlord. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any part thereof, shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord's sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Upon Landlord's receipt of a request by Tenant to assign this Lease or any interest herein or in the Demised Premises or to transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant, Landlord shall have the right, at Landlord's option, to exercise in writing any of the following options: (a) to terminate this Lease as to the portion of the Demised Premises proposed to be assigned or sublet; (b) to consent to the proposed assignment or sublease, subject to the other terms and conditions set forth in this Article 21; or (c) to refuse to consent to the proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise.

(a) If the Demised Premises are damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless this Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall be abated until the Demised Premises are repaired or rebuilt.

(b) If (i) the Demised Premises or the Project are damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the commencement of

repair of the casualty, or (ii) the Demised Premises or the Project are damaged or destroyed as a result of a risk which is not insured under the insurance policies required hereunder, or (iii) the Demised Premises are damaged or destroyed during the last twelve (12) months of the Lease Term, or (iv) if the Project is damaged in whole or in part (whether or not the Demised Premises are damaged) to such an extent that the Project cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such occurrence. If the Demised Premises are damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the commencement of repair of the casualty or if the Demised Premises are substantially damaged during the last twelve (12) months of the Lease Term, then in either such event Tenant may elect to terminate this Lease by notice in writing to Landlord within fifteen (15) days after the date of such occurrence. Unless Landlord or Tenant elects to terminate this Lease as hereinabove provided, this Lease will remain in full force and effect and Landlord shall repair such damage at its expense to the extent required under subparagraph (c) below as expeditiously as possible under the circumstances.

(d) In no event shall Landlord be liable for any loss or damage substained by Tenant by reason of casualties mentioned hereinabove or any other accidental casualty. In no event shall Landlord be required to rebuild, repair, or replace any tenant improvements or any personal property, equipment, or trade fixtures which belong to Tenant.

(e) Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or the Demised Premises shall be for the sole benefit of the party carrying such insurance.

(f) If any such casualty stated in this Article 22 occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Demised Premises or any part or all of the Building or for termination of this Lease as provided in this Article 22.

(g) Anything in this Article 22 to the contrary notwithstanding, for purposes of this Article 22, Landlord shall not be obligated to commence any repair or restoration unless and until insurance proceeds are actually received by Landlord, and Landlord's restoration obligations shall be limited to the extent of the insurance proceeds actually received by Landlord therefor and which the holder of any mortgage or deed to secure debt encumbering any portion of the Building, or the ground lessor under any ground lease affecting any portion of the Building, permit Landlord to apply toward the restoration of the Building.

foreclosure of security instruments or chattel mortgages, or in any other manner provided by law. This Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the State of Georgia.

(a) Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may now or hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter encumbering the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the security of such mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. Landlord is hereby irrevocably vested with full power and authority as attorney-in-fact for Tenant and in Tenant's name, place and stead, to subordinate Tenant's interest under this Lease to the lien or security title of any mortgage and to any future instrument amending, modifying, renewing, consolidating, extending, restating, replacing or substituting any such mortgage.

(b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or ground lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage.

(c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchase at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter call "such person"), attorn to such person and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease

(and then only if such prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Project, or any portion thereof pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Landlord and Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or of a note secured thereby, may sell the Demised Premises or the Project, or any portion thereof in the manner provided in the mortgage and may, at the option of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such sale of the Demised Premises or Project subject to this Lease.

effects, personalty and equipment from the Demised Premises upon the expiration or termination of this Lease for any cause whatsoever or upon Tenant being dispossessed by process of law or otherwise, such effects, personalty and equipment shall be deemed conclusively to be abandoned and may be appropriated, sold, store, destroyed or otherwise disposed of by Landlord without written notice to Tenant or any other party and without obligation to account for them. Tenant shall pay Landlord on demand any and all expenses incurred by Landlord in the removal of such property, including, without limitation, the cost of repairing any damage to the Building or Project caused by the removal of such property and storage charges (if Landlord elects to store such property). The covenants and conditions of this Article 32 shall survive any expiration or termination of this Lease.

(a) If all or part of the Demised Premises shall be taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, Landlord shall have the right to terminate this Lease as to the balance of the Demised Premises by written notice to Tenant if, in Landlord's judgment, the taking would prevent or materially impair the use of the Project or the Demised Premises or if an adequate award is not made available to Landlord for restoration. If title to so much of the Project is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, then this Lease shall terminate on the date that the condemning authority actually takes possession of the part so condemned or purchased.

(b) If this Lease is terminated under the provisions of this Article 35, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Tenant Improvement Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph
(d) below.

(c) If there is a partial taking of the Project and this Lease is not thereupon terminated under the provisions of this Article 35, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to

make the same a complete architectural unit; provided, that in complying with its obligations hereunder, Landlord shall not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord, to the extent the holder of any mortgage or ground lessor under any ground lease permits such award to be applied to restoration. Upon any such partial taking, Landlord shall have the right to reduce the rent-stop figure described in Article 7 hereof by an amount equal to the product of (x) the amount of tax savings arising from such partial taking, as determined by Landlord in its sole but reasonable discretion, divided by the number of square feet of Rentable Floor Area of the Building, multiplied by (y) the number of square feet of Rentable Floor Area of the Demised Premises.

(d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Project shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent the same were installed at Tenant's expense (and not with the proceeds of the Tenant Improvement Allowance); provided, however, that no such claim shall diminish or adversely affect Landlord's award.

(e) Notwithstanding anything to the contrary contained in this Article 35, if, during the Lease Term, the use or occupancy of any part of the Project or the Demised Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the Lease Term. In the event of any such temporary appropriation or taking, tenant shall be entitled to receive that portion of any award which represents compensation for the loss of use or occupancy of the Demised Premises during the Lease Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or occupancy of the Demised Premises after the end of the Lease Term.

such option, then the substituted space shall for all purposes hereof be deemed to be and to constitute the Demised Premises under this Lease and all terms, conditions, covenants, warranties, agreements and provisions of this Lease including but not limited to the same Base Rental Rate per square foot of Rentable Floor Area shall continue in full force and effect and shall apply to the substituted space. Tenant agrees to vacate the Demised Premises herein specified and relocate to said substituted space promptly after the substituted space is ready for Tenant's occupancy as provided herein, and Tenant's failure to do so shall constitute an event of default by Tenant under this Lease. If Tenant has not relocated its premises within sixty (60) days after Landlord first notifies Tenant of Landlord's desire to relocate Tenant, Landlord shall have the right to terminate this Lease by giving notice of such termination to Tenant. Such termination shall be effective upon any date selected by Landlord in the Termination Notice which is at least ten (10) days after the Termination Notice is given by Landlord to Tenant. Tenant hereby further covenants and agrees to promptly execute and deliver to Landlord any lease amendment and other such document appropriate to reflect the changes in the Lease described or contemplated above.

disposed of at the Project or any part thereof, except for Hazardous Substances as are commonly and legally used or stored as a consequence of using the Demised Premises for general office and administrative purposes, but only so long as the quantities thereof do not pose a threat to public health or to the environment or would necessitate a "response action", as that term is defined in CERCLA (as hereinafter defined), and so long as Tenant strictly complies or causes compliance with all applicable governmental rules and regulations concerning the use or production of such Hazardous Substances. For purposes of this Article 43, "Hazardous Substances" shall mean and include those elements or compounds which are contained in the list of Hazardous Substances adopted by the United States Environmental Protection Agency (EPA) or in any list of toxic pollutants designated by Congress or the EPA or which are defined as hazardous, toxic, pollutant, infectious or radioactive by any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including, without limitation, strict liability) or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect (collectively "Environmental Laws"). Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees, cost of settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by any person, entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence in, or the escape, leakage, spillage, discharge, emission or release from, the Demised Premises of any Hazardous Substance (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act
["CERCLA"], any so-called federal, state or local "Superfund" or "Superlien" laws or any other Environmental Law); provided, however, that the foregoing indemnity is limited to matters arising solely from Tenant's violation of the covenant contained in this Article. The obligations of Tenant under this Article shall survive any expiration or termination of this Lease.

represented Tenant in the negotiations for and procurement of this Lease and of the Demised Premises and that (except with respect to any Broker[s] identified in Article 1[p] hereinabove) no commissions, fees or compensation of any kind are due and payable in connection herewith to any broker, agent, commission salesperson or other person as a result of any act or agreement of Tenant. Tenant agrees to indemnify and hold Landlord harmless for all loss, liability, damage, claim, judgment, cost or expense (including reasonable attorneys' fees an court costs) suffered or incurred by Landlord as a result of a breach by Tenant of the representation and warranty contained in the immediately preceding sentence or as a result of Tenant's failure to pay commissions, fees or compensation due to any broker who represented Tenant, whether or not disclosed, or as a result of any claim for any fee, commission or similar compensation with respect to this Lease made by any broker, agent or finder (other than the Broker[s] identified in Article 1[p] hereinabove) claiming to have dealt with Tenant, whether or not such claim is meritorious. The parties hereto do hereby acknowledge and agree that Meadows & Ohly, Inc. has acted as agent for Landlord in this transaction and shall be paid a commission by Landlord in connection with this transaction pursuant to the terms of a separate written commission agreement. Meadows & Ohly, Inc. has not acted as agent for Tenant in this transaction. Landlord hereby warrants and represents to Tenant that Landlord has not dealt with any broker, agent or finder other than Meadows & Ohly, Inc. in connection with this Lease and, Landlord hereby agrees to indemnify and hold Tenant harmless from and against any and all loss, damage, liability, claim, judgment, cost or expense (including, but not limited to, reasonable attorneys' fees and court costs) that may be incurred or suffered by Tenant because of any claim for any fee, commission or similar compensation with respect to this Lease made by any broker, agent or finder claiming to have represented Landlord.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month and year first above written.

LANDLORD:

PAVILION PARTNERS, L.P.
By: Bentley Investments, Inc., general partner

By:    /s/ Katherine D. Andres
       -------------------------------------------

Title: Secretary
       -------------------------------------------

[CORPORATE SEAL]

TENANT:

QUALITY DIAGNOSTIC CARDIOLOGY SERVICES, INC.

By:    /s/ Jeffrey T. Arnold
       -------------------------------------------
       President

[CORPORATE SEAL]
(if appropriate)

GUARANTORS:

(SEAL)

Name:  /s/ Jeffrey T. Arnold
       -------------------------------------------

(SEAL)

Name: ___________________________________________

EXHIBIT "A"

LEGAL DESCRIPTION

All that tract or parcel of land lying and being in Land Lot 17 of the 17th District, Fulton County, Georgia, and being more particularly described as follows:

To find the point of beginning, begin at a point located at the intersection of the northern right of way line of Lake Hearn Drive (60-foot right of way) and the line dividing Land Lot 17 of the 17th District, Fulton County, Georgia, and Land Lot 329 of the 18th District, DeKalb County, Georgia; thence running along the northern right of way line of Lake Hearn Drive south 89 degrees 39 minutes 30 seconds west, 254.49 feet to a point and the point of beginning; thence running along the northern right of way line of Lake Hearn Drive south 89 degrees 39 minutes 30 seconds west, 590.38 feet to an iron pin; thence leaving the northern right of way line of Lake Hearn Drive and running north 00 degrees 01 minutes 35 seconds west, 420.26 feet to an iron pin located on the southeastern right of way line of Interstate Highway No. 285; thence running along the southeastern right of way line of Interstate Highway No. 285 the following courses and distances: north 56 degrees 56 minutes 10 seconds east, 86.42 feet to a point; north 69 degrees 19 minutes 30 seconds east, 184.42 feet to a point; north 69 degrees 20 minutes 30 seconds east, 89.0 feet to a point; north 69 degrees 32 minutes east, 290.8 feet to an iron pin; and south 76 degrees 29 minutes 30 seconds east, 54.11 feet to a point; thence leaving said right of way line of Interstate Highway No. 285 and running south 21 degrees 12 minutes 15 seconds west, 66.10 feet to a point; thence running south 00 degrees 25 minutes 28 seconds east, 466.17 feet to a point; thence running south 58 degrees 48 minutes 27 second west, 50.14 feet to a point; thence running south 00 degrees 22 minutes 59 seconds east, 95.70 feet to the point of beginning.

All as is more particularly described and delineated in that survey prepared by Watts & Browning Engineers, dated December 5, 1985, last revised November 8, 1993, bearing the seal of G.M. Gillespie, Georgia registered land surveyor no. 2121.

Together with those easements as set forth in that Easement and Maintenance Agreement Peachtree Dunwoody Pavilion, dated August 31, 1992, by and between Trustees under Declaration of Trust, dated October 8, 1984, as amended, of EQK Realty Investors I, a Massachusetts Business Trust, and Computer Generation Incorporated, a Delaware Corporation, recorded at Deed Book 15695, commencing at page 208, records of the Clerk of the Superior Court, Fulton County, Georgia.

EXHIBIT "B"

EXHIBIT "C"

This Agreement made this _____ day of __________, 199___ between PAVILION PARTNERS, L.P., a Georgia limited partnership (hereinafter referred to as "Landlord") and QUALITY DIAGNOSTIC CARDIOLOGY SERVICES, INC. (hereinafter referred to as "Tenant").

W I T N E S S E T H:

WHEREAS, Landlord and Tenant entered into a Lease, dated ____________, 199____, (hereinafter referred to as the "Lease") for Suite 370 (hereinafter referred to as the "Premises") in the building located at 1100 Lake Hearn Drive, Atlanta, Georgia 30342.

NOW, THEREFORE, pursuant to the provisions of the Lease, Landlord and Tenant mutually agree as follows:

Capitalized terms not defined herein shall have the meanings set forth in the Lease.

The Commencement Date of the Lease Term is November 1, 1996. The Expiration Date of the Lease Term is March 31, 2001. The Rentable Area of the Premises is 2,093 Square Feet.

Tenant is in possession of, and has accepted, the Premises demised by the Lease, and acknowledges that all the work (including the Work) to be performed by the Landlord in the Premises as required by the terms of the Lease has been satisfactorily completed, except for the items set out on the attached Exhibit C-1. Tenant further certifies that all conditions of the Lease required of Landlord as of this date have been fulfilled and there are no defenses or setoffs against the enforcement of the Lease by Landlord.

IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this Agreement, as of the date and year first above stated.

LANDLORD:

PAVILION PARTNERS, L.P.

By: Bentley Investments, Inc., its general partner

By: _____________________________________

Title: ______________________________

(CORPORATE SEAL)

TENANT:

QUALITY DIAGNOSTIC CARDIOLOGY SERVICES, INC.

By: _____________________________________
Jeffrey T. Arnold

Attest:__________________________________ Title:___________________________________

(CORPORATE SEAL)

Tenant Name:                                       Initial:
                                                   -------

QUALIT DIAGNOSTIC CARDIOLOGY SERVICES, INC.        ________Landlord

Suite Number:  370                                 ________Tenant

EXHIBIT "D"

THIS AGREEMENT made as of the 16th day of September, 1996 between Pavilion Partners, L.P., Georgia Limited Partnership ("Landlord") and Quality Diagnostic Cardiology Services, Inc. ("Tenant").

Reference is made to the Lease Agreement dated September 16, 1996 (the "Lease") for premises known as Suite 370 (the "Premises"), located at 1100 Lake Hearn Drive, which property is more particularly described in the Lease.

The terms "Plans", "Work", "Space Plan", "Working Drawings", "Finish Selections" and "Landlord's Space Planner" are defined in Section XIII, below. Capitalized terms not defined in this Agreement shall have the meanings set forth in the Lease.

I. BASIC TERMS

A. Space Planner: Helmer Ropp Design Associates, Inc.

B. Date to Complete Planning: September 15, 1996 (including any Space Plan, Working Drawings and Finish Selections).

C. Date to Substantially Complete Work: Commencement Date under the Lease, as adjusted pursuant to this Agreement.

D. Improvement Allowance Provided by Landlord: As per Paragraph 1(n) of the herein Lease.

E. Number of Space Plan Revisions included in the Improvement Allowance: Two.

F. Number of Working Drawing Revisions included in the Improvement Allowance: One.

II. BASIC AGREEMENT. On or before the "Date To Complete Planning" described above, Tenant shall: (a) provide Space Planner with all information concerning Tenant's requirements in order for Space Planner to prepare the Plans, and (b) arrange for Space Planner to prepare the Plans, and obtain Landlord's written approval thereof. However, Tenant shall not be responsible for delays caused solely by Landlord or Landlord's Space Planner, as further described in Section III, below.

On or before the Commencement Date set forth in Article 1 of the Lease, Landlord shall substantially complete the Work shown on the final approval Plans. However, Landlord shall not be responsible for delays caused by Tenant or Tenant's agents or employees and as further described in Section IV, below.

As a part of the Improvement Allowance, Landlord shall bear the cost of the Plans (including any engineering reports, or other studies or tests in connection therewith, but excluding any furniture planning) provided that the cost of the Plans together with the costs of Space Plan Revisions (as stipulated I.E. above) and Working Drawing Revisions (as stipulated in I.F. above) shall not exceed the Improvement Allowance. Tenant shall bear any costs of the Plans over the Improvement Allowances set out above, all costs in connection with designing non-building standard items, and all costs of subsequent changes, additions, and modifications to the plans.

Landlord shall bear the cost of the Work (including the cost of building permits and sales tax) up to the Improvement Allowance described above (if any), less that part of the Improvement Allowance (if any) applied to the cost of the Plans, and Tenant shall bear any costs over such amounts.

III. DELAYS IN PLANNING. The Commencement Date under the Lease shall be postponed on a day for day basis by the number of days occurring after the "Date to Complete Planning" described above until the date the Final Plans, including any revisions reasonably required by Landlord pursuant to Section V and revisions by Tenant to reduce Tenant's Cost pursuant to Section IX, are approved (collectively called "Delays in Planning"). However, the Rental Commencement Date shall be postponed only to the extent that substantial completion of the Work is delayed beyond the Commencement Date set forth in the Lease Summary of the Lease as a result of one or more of the following events (collectively called "Landlord Delays"):

A. Landlord takes more than five (5) working days to approve or disapprove the Plans or revisions thereof after receiving the same (or such longer time as may be reasonably required in order to obtain any engineering or HVAC report or due to other special or unusual features of the Work or Plans);

B. Landlord's Space Planner takes more than five (5) working days to meet with Tenant after receiving a written request for a meeting, or takes more than seven (7) working days to prepare or revise the Plans after meeting with Tenant and receiving all information from Tenant required in order to do so (provided this provision shall apply only if Tenant uses "Landlord's Space Planner" as described in Section XIV below to prepare the Plans); or

C. Landlord takes more than thirty (30) working days to provide Tenant with cost estimates after receiving Plans sufficiently detailed for such purposes (provided this provision (c) shall only apply if Landlord elects to provide cost estimates under
Section IX below).

IV. DELAYS IN CONSTRUCTION.

A. Lease shall be postponed for each day that Landlord fails to substantially complete the Work thereby as a result of strikes, acts of God, shortages of materials or labor, governmental approvals or requirements, the various causes set forth below, or any other causes beyond Landlord's reasonable control.

B. The Commencement Date, but not the Rental Commencement Date, shall be postponed as a result of one or more of the following (collectively called "Tenant Delays"):

(1) Delays in Planning as described above (except for Landlord Delays);

(2) Tenant's requests for changes to the Work or Change Orders under
Section VIII, or

(3) Tenant's failure to furnish an amount equal to Landlord's reasonable estimate of Tenant's Cost (if any) within 10 days, as described in Section IX (which shall give Landlord the absolute right to postpone the Work until such amount is furnished to Landlord);

(4) Tenant's requirement of any upgrades, special work or other non- building standard items, or items not customarily provided by Landlord to office tenants, to the extent that the same involve longer lead times, installation times, delays or difficulties in obtaining building permits, requirements for any governmental approval, permit or action beyond the issuance of normal building permits (as described in Section VI), or other delays not typically encountered in connection with Landlord's standard office improvements;

(5) The performance by Tenant or Tenant's agents or employees of any work at or about the Premises, or

(6) any act or omission of Tenant or Tenant's agents or employees, or any breach by Tenant of any provision contained in this Agreement or in the Lease, or any failure of Tenant to cooperate with Landlord or otherwise act in good faith in order to cause the Work to be designed and performed in a timely manner.

V. LANDLORD'S APPROVAL OF PLANS. Landlord shall either approve any Plans or revisions submitted pursuant to this Agreement or disapprove the same with suggestions for making the same acceptable within the time required under
Section III. Except as otherwise provided herein, Landlord shall not unreasonably withhold approval if the Plans provide for a customary office layout, with finishes and materials generally conforming to building standard finishes and materials currently being used by Landlord at the Building, are compatible with the Building's shell and core construction, and if no modifications will be required for the Building's electrical, heating, air- conditioning, ventilation, plumbing, fire protection, life safety, or other systems or equipment, and will not require any structural modifications to the Building, whether required by heavy loads or otherwise. Landlord may request that Tenant approve Landlord's suggested changes in writing (such approval not to be unreasonably withheld), or Landlord may arrange directly with Space Planner for revised Plans to be prepared incorporating such suggestions (in which case, Tenant shall sign or initial the revised Plans and/or Landlord's notice) concerning the suggested changes, if requested by Landlord). Landlord's approval of the Plans shall not be deemed a warranty as to the adequacy or legality of the design, and Landlord hereby disclaims any responsibility or liability for the same. Anything to the contrary notwithstanding, Landlord may in its absolute discretion elect to disapprove any proposed Plans which show (i) the rentable area of the Premises being more than ten percent (10%) smaller than the Rentable Floor Area of Demised Premises, as defined in Article 1 of the Lease; and (ii) any reduction in the rentable area of the Premises from the Rentable Floor Area of the Demised Premises indicated in Article 1 of the Lease where such reduction results in a space remaining between Tenant's space and any other party wall, exterior wall or corridor partition, which in the sole opinion of Landlord, would leave an unusable or unleaseable area due to its size, configuration or location. Furthermore, in the event that the proposed Plans show a rentable area of the Premises greater than the Rentable Floor Area of the Demised Premises as set forth in Article 1 of the Lease, Landlord may, in its absolute discretion, elect to disapprove such Plans if the configuration of the Premises shown on such Plans infringes on any area of the Building reserved for others, being designed for others, or being constructed for others, or to the extent that such increase leaves a remaining unleased area which, in the sole opinion of Landlord, would be unleaseable due to its location, size or configuration.

VI. GOVERNMENTAL APPROVAL OF PLANS. Landlord shall apply for any normal building permits required for the Work which are issued pursuant to a local building code as a ministerial matter. If the Plans must be revised in order to obtain such building permits, Landlord shall promptly notify Tenant. In such case, Tenant shall promptly arrange for the plans to be revised to satisfy the building permit requirements and shall submit the revised Plans to Landlord for approval as a Change Order under Section VIII. Landlord shall have no obligation to apply for any zoning, parking or sign code amendments, approvals, permits or variances, or any other governmental approval, permit or action (except normal building permits as described above). If any such other matters are required, Tenant shall promptly seek to satisfy such requirements or revise the Plans to eliminate such requirements. Delays in substantially completing the Work by the Commencement Date as a result of requirements for building permits or other governmental approvals, permits or actions shall affect the Commencement Date and the Rental Commencement Date to the extent provided in Section IV(B).

VII. CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire any changes, alterations, or additions to the final Plans after they have been approved by Landlord, Tenant shall submit a detailed written request or revised Plans (the "Change Order") to Landlord for approval. If reasonable and practicable and generally consistent with the Plans theretofore approved, Landlord shall not unreasonably withhold approval, but all costs in connection therewith, including without limitation construction costs, permit fees, and any additional plans, drawing and engineering reports or other studies or tests, or revisions of such existing items, shall be paid for by Tenant as a Tenant's Cost under Section IX.

VIII. UNUSED IMPROVEMENT ALLOWANCE. If all or any portion of any Improvement Allowance shall not be used, Tenant shall be entitled to the savings and Tenant shall receive a credit therefor to Base Rental.

IX. TENANT'S COST.

A. Any amounts that Tenant is required to pay under this Agreement shall be referred to as "Tenant's Costs" herein. Tenant's Cost shall be deemed Additional Rental under the Lease. Tenant shall deposit the estimated amount of such Additional Rental with Landlord within 10 days after requested by Landlord. In connection with submitting any cost analysis to Tenant under this Section, Landlord may request Tenant's written approval of such analysis. Tenant shall not unreasonably withhold such approval, and shall approve or disapprove the same in writing within five (5) days after requested by Landlord. If Tenant reasonably disapproved any such analysis, Tenant shall meet with the Space Planner and eliminate or substitute items in order to reduce Tenant's Cost.

B. Any cost analysis based on a Space Plan or so-called "pricing plan" will be preliminary in nature to the extent that: (1) Tenant thereafter makes changes in the Working Drawings or the Work, (2) overtime labor is required in order to substantially complete the Work by the Work Completion Date, (3) concealed conditions are encountered on the job site, (4) new legal requirements become effective following preparation of the estimate, or (5) there are strikes, acts of God, shortages of materials or labor, or other causes beyond Landlord's reasonable control.

X. COMPLETION.

A. Landlord shall be deemed to have "substantially completed" the Work for purposes hereof if Landlord has caused all of the Work to be completed substantially except for Punchlist Items.

B. Landlord reserves the right to substitute comparable or better materials and items for those shown in the Plans, so long as they do not materially and adversely affect the appearance or function of the Premises.

XI. WORK PERFORMED BY TENANT. Landlord, at Landlord's discretion, may permit Tenant and Tenant's agents and contractors to enter the Premises prior to completion of the Work in order to make the Premises ready for Tenant's use and occupancy. If Landlord permits such entry prior to completion of the Work, then such permission is conditioned upon Tenant and Tenant's agents, contractors, workmen, mechanics, suppliers and invitees working in harmony and not interfering with Landlord and Landlord's contractors in doing the Work or with other tenants and occupants of the Building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord shall have the right to withdraw such permission upon twenty-four (24) hours oral or written notice to Tenant. Tenant agrees that any such entry into the Premises shall be deemed to be under all of the terms, covenants, condition and provisions of the Lease (including, without limitation, all insurance requirements), except as to the covenant to pay Rent thereunder, and further agrees that Landlord shall not be liable in any way for any injury, loss or damage which may occur to any items of work constructed by Tenant or to other property of Tenant that may be placed in the Premises prior to completion of the Work, the same being at Tenant's sole risk.

XII. LIABILITY. The parties acknowledges that Landlord is not an architect or engineer, and that the Work will be designed and performed by independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or warrant that the Plans will be free from errors or omissions, nor that the Work will be free from defects, and Landlord shall have no liability therefor.

XIII. CERTAIN DEFINITIONS.

A. "Work" herein means the construction of the improvements shown on the final approved Plans, and any demolition, preparation or other work required in connection therewith, including

without limitation, any work required to be performed outside the Premises in order to obtain building permits for the work to be performed within the Premises (if Landlord elects to perform such work outside the Premises).

B. "Landlord's Space Planner" herein means the space planner (if any) regularly used by Landlord and with whom Landlord has a written contractual arrangement for space planning services at the Building.

C. "Finish Selections" herein means the type and color of floor and wall coverings, wall paint and any other finishes.

D. "Plans" herein means, collectively, any Space Plan, Working Drawings, or other plans, drawings or specifications, and Finish Selections (and in the event of any inconsistency between any of the same, or revisions thereto, the latest dated item approved by Landlord shall control). The Plans shall be signed or initialed by Tenant, if requested by Landlord.

E. "Space Plan" herein means a preliminary floor plan, generally showing demising walls, corridor doors, interior partition walls and interior doors. The term "Space Plan" for purposes of this Agreement shall also refer to any so-called "pricing plan", i.e. a more detailed Space Plan, drawn to scale, showing: (1) any special walls, glass partitions or corridor doors, (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose rooms, and any sinks or other plumbing facilities, or other special facilities or equipment, (3) communications system, indicating telephone and computer outlet locations, and (4) any other details or features reasonably required in order to obtain preliminary cost estimate as described in Section IX above, or otherwise reasonably requested by Landlord or Landlord's Space Planner.

F. "Working Drawings" herein means fully dimensioned architectural construction drawings and specifications, and any required engineering drawings (including mechanical, electrical, plumbing, air conditioning, ventilating and heating), and shall include any applicable items described above for the Space plan, and if applicable; (1) electrical outlet locations, circuits and anticipated usage therefor, (2) reflected ceiling plan, including lighting, switching, and any special ceiling specifications, (3) duct locations for heating, ventilating and air conditioning equipment, (4) details of all millwork, (5) dimensions of all equipment and cabinets to be built in, (6) furniture plan showing details of space occupancy, (7) keying schedule, (8) lighting arrangement, (9) location of print machines, equipment in lunch rooms, concentrated file and library loadings and any other equipment or systems (with brand names wherever possible) which require special consideration relative to air conditioning, ventilation, electrical, plumbing, structural, fire protection, life - fire safety system, or mechanical systems, (10) special heating, ventilating and air conditioning equipment and requirements, (11) weight and location of heavy equipment, and anticipated loads for special usage rooms, (12) demolition plan, (13) partition construction plan, (14) Finish Selections, and any other details or features reasonably required in order to obtain a more firm cost estimate as described in Section IX, above, or otherwise reasonably requested by Landlord or Landlord's Space Planner.

XIV. INCORPORATION INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF THIS AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Agreement, the latter shall govern and control. Any default by a party hereunder shall constitute a default by that party under the Lease and said party shall be subject to the remedies and other provisions applicable thereto under the Lease.

LANDLORD:

PAVILION PARTNERS, L.P.

By: Bentley Investments, Inc., its general partner

By:  /s/ Katherine D. Andres
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Title: Secretary
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(CORPORATE SEAL)

TENANT: QUALITY DIAGNOSTIC
CARDIOLOGY SERVICES, INC.

By:  /s/ Jeffrey T. Arnold
     -----------------------------------------------
     Jeffrey T. Arnold

Title:  President
        --------------------------------------------

Attest:  /s/ A. Nichols
         -------------------------------------------

Title: Secrertary
       ---------------------------------------------

(CORPORATE SEAL)

EXHIBIT "E"

1. No sign, picture, advertisement or notice visible from the exterior of the Demised Premises shall be installed, affixed, inscribed, painted or otherwise displayed by Tenant on any part of the Demised Premises or the Building unless the same is first approved by Landlord. Any such sign, picture, advertisement or notice approved by Landlord shall be painted or installed for Tenant at Tenant's cost by Landlord or by a party approved by Landlord. No awnings, curtains, blinds, shares or screens shall be attached to or hung in, or used in connection with any window or door of the Demised Premises without the prior consent of Landlord, including approval by Landlord of the quality, type, design, color and manner of attachment.

2. Tenant agrees that its use of electrical current shall never exceed the capacity feeders, risers or wiring installation.

3. The Demised Premises shall not be used for storage of merchandise held for sale to the general public. Tenant shall not do or permit to be done in or about the Demised Premises or Project anything which shall increase the rate of insurance on said Project or obstruct or interfere with the rights of other lessees of Landlord or annoy them in any way, including, but not limited to, using any musical instrument, making loud or unseemly noises, or singing, etc. The Demised Premises shall not be used for sleeping or lodging. No cooking or related activities shall be done or permitted by Tenant in the Demised Premises except with permission of Landlord. Tenant will be permitted to use for its own employees within the Demised Premises a small microwave oven and Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages, provided that such use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations. No vending machines of any kind will be installed, permitted or used on any part of the Demised Premises without the prior consent of Landlord. No part of said Project or Demised Premises shall be used for gambling, immoral or other unlawful purposes. No intoxicating beverage shall be sold in said or around the Project or Demised Premises without the prior written consent of Landlord. No area outside of the Demised Premises shall be used for storage purposes at any time.

4. No birds or animals of any kind shall be brought into the Building (other than trained seeing-eye dogs required to be used by the visually impaired). No bicycles, motorcycles or other motorized vehicles shall be brought into the Building.

5. The sidewalks, entrances, passages, corridors, halls, elevators and stairways in the Building shall not be obstructed by Tenant or used for any purposes other than those for which same were intended as ingress and egress. No windows, floors or skylights that reflect or admit light into the Building shall be covered or obstructed by Tenant. Toilets, wash basins and sinks shall not be used for any purpose other than those for which they were constructed, and no sweeping, rubbish or other obstructing or improper substances shall be thrown therein. Any damage resulting to them, or to heating apparatus, from misuse by Tenant or its employees, shall be borne by Tenant.

6. Only one (1) key for the Demised Premises will be furnished to Tenant without charge. Landlord may make a reasonable charge for any additional keys. Only one (1) access card for the Building will be furnished to Tenant without charge. Landlord may make a reasonable charge for any additional access cards. No additional lock, latch or bolt of any kind shall be placed upon any door nor shall any changes be made in existing locks without written consent of Landlord and Tenant shall in each such case furnish Landlord with a key for any such lock. At the termination of the Lease, Tenant shall return to Landlord all keys and access cards furnished to Tenant by Landlord, or otherwise procured by Tenant, and in the event of loss of any keys or access cards so furnished, Tenant shall pay to Landlord the cost thereof.

7. Landlord shall have the right to prescribe the weight, position, and manner of installation of heavy articles such as safes, machines and other equipment brought into the Building. No safes, furniture, boxes, large

parcels or other kind of freight shall be taken to or from the Demised Premises or allowed in any elevator, hall or corridor except at times allowed by Landlord. No deliveries shall be made in passenger elevators. Tenant shall make prior arrangements with Landlord for use of freight elevator for the purpose of transporting such articles and such articles may be taken in or out of said Building only between or during such hours as may be arranged with and designed by Landlord. The persons employed to move the same must be approved by Landlord. No hand trucks, except those equipped with rubber tires and side guards, shall be permitted in the Building. No hand trucks shall be permitted in any passenger elevator. In no event shall any weight to be placed upon any floor by Tenant so as to exceed the design conditions of the floors at the applicable locations.

8. Tenant shall not cause or permit any gases, liquids or odors to be produced upon or permeate from the Demised Premises, and no flammable, combustible or explosive fluid, chemical, substance or item (including, without limitation, natural Christmas trees) shall be brought into the Building.

9. Every person, including Tenant, its employees and visitors, entering and leaving the Building may be questioned by watchman as to that person's business therein and may be required to sign such person's name on a form provided by Landlord for registering such person; provided that, except for emergencies or other extraordinary circumstances, such procedures shall not be required between the hours of 7:00 a.m. and 6:00 p.m., on all days except Saturdays, Sunday, and Holidays. Landlord may also implement a card access security system to control access during such other times. Landlord shall not be liable for excluding any person from the Building during such other times, or for admission of any person to the Building at any time, or for damages or loss or theft resulting therefrom to any person, including Tenant.

10. Unless agreed to in writing by Landlord, Tenant shall not employ any person other than Landlord's contractors for the purpose of cleaning and taking care of the Demised Premises. Cleaning service will not be furnished on nights when rooms are occupied after 6:30 p.m., unless, by agreement in writing, services is extended to a later hour for specifically designated rooms. Landlord shall not be responsible for any loss, theft, mysterious disappearance of or damage to, any property, however occurring. Only persons authorized by Landlord may furnish ice, drinking water, towels, and other similar services within the Building and only at hours and under regulations fixed by Landlord.

11. No connection shall be made to the electric wires or gas or electric fixtures, without the consent in writing on each occasion of Landlord. All glass, locks and trimmings in or upon the doors and windows of the Demised Premises shall be kept whole and in good repair. Tenant shall not injure, overload or deface the Building, the woodwork or the walls of the Demised Premises, nor permit any noisome, noxious, noisy or offensive business.

12. If Tenant requires wiring for a bell or buzzer system, such wiring shall be done by the electrician of Landlord only, and no outside wiring persons shall be allowed to do work of this kind unless by the written permission of Landlord or its representatives. If telegraph or telephonic service is desired, the wiring for same shall be approved by Landlord, and no boring or cutting for wiring shall be done unless approved by Landlord or its representatives, as stated. The electric current shall not be used for power or heating unless written permission to do so shall first have been obtained from Landlord or its representatives in writing, and at an agreed cost to Tenant.

13. Tenant and its employees and invitees shall observe and obey all parking and traffic regulations as imposed by Landlord. All vehicles shall be parked only in areas designated therefor by Landlord.

14. Canvassing, peddling, soliciting and distribution of handbills or any other written materials in the Building are prohibited, and Tenant shall cooperate to prevent the same.

15. Landlord shall have the right to change the name of the Building and/or the Project and to change the street address of the Building, provided that in the case of a change in the street address, Landlord shall give Tenant not less that 180 days' prior notice of the change, unless the change is required by governmental authority.

16. The directory of the Building will be provided for the display of the name and location of the tenants. And additional name which Tenant shall desire to place upon said directory must first be approved by Landlord, and if so approved, a reasonable charge will be made therefor.

17. Tenant, in order to obtain maximum effectiveness of the cooling system, shall lower and close the blinds (at not less than a 45 degrees angle) or drapes when the sun's rays are directly in windows of the Demised Premises. Tenant shall not remove the standard blinds installed in the Demised Premises. Tenant shall not place items on window sills in the Demised Premises.

18. Smoking is prohibited in the main building lobby, public corridors, elevator lobbies, service elevator vestibules, stairwells, restrooms and other common areas within the Building.

19. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular lessee, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other lessee, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the other lessees of the Building.

20. These Rules and Regulations are supplemental to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building.

21. Landlord reserves the right to make such other and reasonable Rules and Regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Buildings and the Land, and for the preservation of good order therein.

EXHIBIT "F"

The following rules pertain to (i) moving Tenant's furniture, equipment and supplies into or out of the Building, and (ii) the delivery of substantial amounts of equipment, furniture or supplies to existing tenants in the Building. Any movers that do not adhere to the following rules will not be allowed to enter the Building or will be required to discontinue the move.

1. No move into or out of the Building shall take place during normal business hours of the Building. Moves must be scheduled after 5:30 p.m. on weekdays or during weekends and holidays.

2. Building management must be notified at least ten (10) days prior to your proposed moving date in order to coordinate dates and the details of the move. A representative of the moving company must contact the management office at least five (5) days prior to the proposed moving date. The service elevator, which must be used for your move, will be available only if the management office has been timely notified.

3. All moving company employees should be in uniform or wear some form of identification. All moving company employees must be bonded.

4. There will be no smoking inside of the building by any employee of the moving company.

5. Prior to the move, the moving company must submit a Certificate of Insurance naming Landlord as an additional insured. The moving company must carry insurance with at least the following coverage:

(a) Worker's compensation insurance in the amount of $100,000.

(b) Comprehensive General Liability insurance shall include coverage for hazards on premises-operation, elevators, products and completed operations and also personal injury coverage and contractual liability coverage designating the assumption of liability under performance of the act of moving. Such insurance shall be in limits no less than $500,000 per person bodily; and $500,000 per occurrence for property damage. Property damage insurance shall be in broad form, including completed operations.

(c) An umbrella policy with a limit of $1,000,000 per occurrence.

Each moving company transporting supplies, furniture, and/or equipment through the Building shall secure and present to the building manager a certificate reflecting these coverages at least twenty-four (24) hours before the move takes place. Please make sure your moving company meets the above requirements so they will be permitted to move your practice to the Building.

6. The route to be followed in the Building during the move must be approved by Landlord. The moving company must provide and install adequate protective coverings on all vulnerable corners, walls, door facings, elevator cabs and other areas along the route to be followed during the move. These areas will be inspected for damage after the move.

7. Clean masonite sections must be used as runners on all finished floor areas where heavy furniture or equipment is being moved with wheel or skid type dollies. The masonite must be at least one-fourth inch think. All sections of masonite should be taped to prevent sliding.

8. Do not stick duct tape onto the floors, walls, door jambs, or doors.

9. All vendor and moving company boxes and cartons are to be removed from the premises by the vendor or moving company. They are not to be disposed of in the dumpster.

10. It is the Tenant's responsibility to notify Landlord of items to be moved which are unusually large or heavy (in excess of 3,500 pounds) or which may require review by Landlord. Dimensions and weight may prohibit the safe transport and placement within acceptable structural guidelines. Any large items that cannot be placed in the service elevator will require special hoisting arrangements which will be made through the Landlord. Tenant's Moving company should include in the bid price to the Tenant any additional charges required for extra services which may need to be provided by the moving company to hoist large items.

11. Access control personnel will be notified as to the move-in schedule and will monitor the progress of the move. Any changes in the move-in schedule must be reported to Landlord or Landlord's representative immediately. An emergency phone number will be required by the access control personnel for the moving company's supervisor and for the Tenant's representative responsible for coordinating the move.

12. When ordering equipment, furniture, supplies, etc. at any time before or after your move, please specify "Inside Delivery" to your suite, because Landlord is not responsible for deliveries to your suite.

EXHIBIT "G"

EXHIBIT "H"

STATE OF GEORGIA

COUNTY OF FULTON

KNOW ALL MEN BY THESE PRESENTS:

In consideration of the letting by Pavilion Partners, L.P. ("Landlord") to QUALITY DIAGNOSTIC CARDIOLOGY SERVICES, INC. ("Tenant") pursuant to a Lease Agreement dated _________________________ (the "Lease") of premises described therein, the delivery of which lease is conditioned upon the execution and delivery of this Guaranty, and the payment of One Dollar ($1.00) to the undersigned by Landlord, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the undersigned (hereinafter collectively called the "Guarantor") does hereby unconditionally guarantee the full, prompt and complete performance by Tenant of all of the terms, covenants, conditions and agreements contained in the Lease on the part of Tenant to be performed, including specifically, without limitation, the obligation to pay all rents and any other charges or obligations therein set forth, together with any and all renewal or renewals, extension or extensions, modification or modifications thereof, and substitution or substitutions therefor( all such obligations being hereinafter called the "Obligations").

Guarantor waives presentment, demand, dishonor, notice of dishonor, protest, and all other notices whatsoever, including, without limitation, notices of acceptance hereof, of the existence or creation of the Obligations, and of all defaults, disputes or controversies with Tenant, and of the settlement, compromise or adjustment thereof. Guarantor agrees that Landlord shall have full authority, without obtaining the consent of, giving notice to, or affecting the liability of Guarantor, to make changes of terms, to extend time to pay, to release the whole or any part of the Obligations, to settle or compound differences for less than the full amount owing under the Lease, to accept notes, trade acceptances or any other form of obligation for the Obligations, to make arrangements or settlements in or out of court in the case of receivership, liquidation, readjustment, bankruptcy, reorganization, arrangement or an assignment for the benefit of creditors and to do anything, whether or not herein specified, which may be done or waived by or between Landlord and Tenant. The making of such arrangements, settlements, compromises, adjustments, extensions of time and so forth shall not diminish, discharge, modify, reduce extinguish or otherwise affect the liability of Guarantor hereunder for the full amount owing under the Lease. Guarantor further agrees that no act or omission on the part of Landlord shall in any way affect, impede or impair this guaranty.

This guaranty shall be binding upon and enforceable against each person and entity executing this guaranty and upon the respective heirs, legal representatives, successors and assigns of each such person and entity. The liability of each person and entity executing this guaranty and the heirs, legal representatives, successors and assigns of each such entity and person hereunder is joint and several, primary and unconditional, and shall not be subject to any claim of offset, counterclaim or defense of Tenant.

This guaranty shall be irrevocable, absolute and unconditional and shall remain in full force and effect as to Guarantor until such time as all of the Obligations shall have been paid or satisfied in full. No delay or failure on the part of Landlord in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Landlord of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Guarantor agrees that this guaranty shall not be affected by reason of

assertion by Landlord against Tenant of any rights or remedies reserved to Landlord in the Lease, or by reason of any summary or other proceedings against Tenant, or by the amendment or modification of the Lease with or without notice to, or consent of, the Guarantor.

This guaranty shall remain in full force and effect, and Guarantor shall continue to be liable for the payment of all amounts owing under the Lease in accordance with the original terms of the documents and instruments evidencing the same, notwithstanding the commencement of any bankruptcy, reorganization or other debtor relief proceeding by or against Tenant, and notwithstanding any modification, discharge or extension of the Obligations, any modification or amendment of any document or instrument evidencing any of the Obligations, any stay of the exercise by Landlord of any of its rights and remedies against Tenant with respect to any of the Obligations, or any cure of any default by Tenant under any document or instrument evidencing any of the Obligations, which may be effected in connection with any such proceeding, whether permanent or temporary, and notwithstanding any assent thereto by Landlord.

Landlord may, without notice of any kind, sell, assign or transfer the Lease, and in such event each and every immediate and successive assignee, transferee or holder of the Lease shall have the right to enforce this guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as if such person were herein by name specifically give such rights, powers and benefits, but Landlord shall have an unimpaired right to enforce this guaranty for its benefit as to so much of the Obligations as Landlord has not sold, assigned, or transferred.

This guaranty has been made and delivered in the State of Georgia and shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of Georgia. Wherever possible, each provision of this guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this guaranty.

Guarantor hereby submits to personal jurisdiction in the State of Georgia for the enforcement of this guaranty and waives any and all personal rights under the laws of the State of Georgia or the United States to object to jurisdiction within the State of Georgia for the purposes of litigation to enforce this guaranty. In the event that such litigation is commenced, Guarantor agrees that service of process may be made, and personal jurisdiction over Guarantor obtained, by the serving of a copy of the summons and complaint upon Guarantor at the following address:

Nothing contained herein shall prevent Landlord from bringing any action or exercising any rights against any security given to Landlord by Tenant or Guarantor, or against Guarantor personally, or against any property of Guarantor, within any other state. Commencement of any such action or proceeding in any other state shall not constitute a waiver of the agreement that the laws of the State of Georgia shall govern the rights and obligations of Guarantor and Landlord hereunder or of the submission made by Guarantor to personal jurisdiction within the State of Georgia. The aforesaid means of obtaining personal jurisdiction and perfecting service of process are not intended to be exclusive but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the State of Georgia.

Guarantor warrants and represents to Landlord that any financial statements heretofore delivered by Guarantor to Landlord were true and correct in all respects as of the date delivered to Landlord. At any time this Guaranty is in effect, Guarantor shall, upon ten (10) days prior written notice from Landlord, provide

Landlord with a current financial statement and financial statements of two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Guarantor, shall be audited by an independent certified public accountant.

Guarantor agrees that Guarantor shall have no right to recover against Tenant by way of subrogation to the rights of Landlord on account of any payment by Guarantor to Landlord until all of the Obligations have been paid and satisfied in full, and Guarantor hereby waives, releases and relinquishes any such rights of subrogation to such extent.

If Guarantor is a corporation, Guarantor and the persons executing this guaranty as officers of the Guarantor represent that Guarantor has full corporate authority to execute this guaranty and that the officers executing this guaranty are duly authorized to execute this guaranty on behalf of the corporation, and that there is no provision in its charter or bylaws that in any way conflicts with or prevents the execution, delivery or performance of this guaranty by Guarantor. Guarantor further represents that there is no provision of any other agreement by which Guarantor is bound that in any way conflicts with or prevents the execution, delivery or performance of this guaranty by Guarantor.

IN WITNESS WHEREOF, Guarantor has executed, sealed and delivered this guaranty, all this 16th day of September, 1996.

INDIVIDUAL

**Signed, sealed and delivered in the        /s/ Jeffrey T. Arnold    (SEAL)
                                             ------------------------
presence of:
                                             Name:  Jeffrey T. Arnold
                                                    ----------------------------
/s/ Jeanine M. Magnon
----------------------------------------
Unofficial Witness                           Address:  344 DeClaire Way
                                                       -------------------------

/s/ Vicki Baker
----------------------------------------
Notary Public
                                             -----------------------------------
My Commission Expires:

(NOTARIAL SEAL)

**SIGNATURE IS TO BE WITNESSED BY AN INDIVIDUAL (AS UNOFFICIAL WITNESS) AND BY A NOTARY PUBLIC WHO SHOULD AFFIX HIS OR HER NOTARIAL SEAL AND INDICATE THE EXPIRATION DATE OF HIS OR HER COMMISSION BELOW THE SIGNATURE LINE

EXHIBIT 10.31

THIS SUBLEASE AGREEMENT (this "Sublease') is made and entered into as of the 30 day of March, 1998, by and between QUALITY DIAGNOSTIC SERVICES, INC., a Georgia corporation, formerly known as Quality Diagnostic Cardiology Services, Inc., (the "Sublandlord") and CARD GUARD USA, INC., a Georgia corporation (the "Subtenant"), to be effective as of the "Commencement Date", as hereinafter defined.

WHEREAS, Subtenant desires to sublease the Premises on the terms and conditions set forth below;

NOW THEREFORE, for and in consideration of the sum of TEN and NO/100 Dollars, the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Premises for a term (the "Sublease Term") commencing on the date (the "Commencement Date") which is the earlier of (i) the date of occupancy agreed to by Sublandlord and Subtenant, or (ii) March ____, 1998, and ending March 30, 2001 (the "Expiration Date") unless sooner terminated according to the terms hereof.

This Sublease is hereby expressly made subject and subordinate to the Master Lease and shall be upon the same terms, covenants and conditions provided in the Master Lease as applicable to the Premises (except such as by their nature are inapplicable to or inconsistent with this Sublease or as otherwise provided herein). Subtenant acknowledges that its possession and use of the Premises shall at all times be subject to the rights of Landlord set forth in the Master Lease. Sublandlord shall have no liability to Subtenant for any acts of the Landlord pursuant to the Master Lease. The provisions of the Master Lease pertaining to the Premises are deemed included herein and made a part hereof ("Sublandlord" being substituted for "Landlord" and "Subtenant" being substituted for "Tenant"), except that Subtenant's obligations for each subject addressed in this Sublease, including rental obligations, are limited to the terms of this Sublease.

For the purposes of this Sublease only, from and after the Commencement Date, and only with respect to matters first accruing thereafter, Subtenant hereby assumes all of the responsibilities and obligations to be performed on the part of Sublandlord as tenant under the Master Lease with respect to the

Premises for the entire Sublease Term (other than the obligations to pay rent and additional rent and other amounts which are governed by this Sublease). Subtenant covenants and agrees not to do, permit or allow, by anyone under Subtenant's control, any act which would violate or constitute a breach of or a default under the Master Lease. Upon any breach by Subtenant of any of the terms, covenants, or agreements to be performed or observed under this Sublease by Subtenant, which breach is not cured within the applicable notice and cure period under the Master Lease, Sublandlord may exercise any of the rights given to the Landlord under the Master Lease, subject to the limitations thereof and hereof, and the exercise thereof shall not be in derogation of, but shall be in addition to any other remedies available to Sublandlord, hereunder or under law or equity.

In the event the Master Lease is terminated pursuant to its terms prior to the expiration of the term of this Sublease, this Sublease shall automatically cease and terminate as of the date upon which the Master Lease is terminated. Upon any such termination of the Master Lease, all rent due hereunder shall be prorated from the first day of the month of termination. Neither party, provided it is not responsible for a default causing such termination, shall have any further obligation or liability to the other arising out of this Sublease except for the payment by Subtenant of such amounts of rent as so prorated and any other amounts accrued as of the date of termination, and except for rights or obligations that had accrued prior to the effective date of the termination of this Sublease. To the extent that Sublandlord has over (30) days' notice of such termination, Sublandlord agrees to give Subtenant reasonable notice at least thirty (30) days prior to any such termination date, and shall in any event forward any such notice of termination to Subtenant promptly upon receipt.

Subtenant shall pay Sublandlord the Base Rental, as defined in the Master Lease, for the Premises during the Sublease Term which, as of the date hereof, is $3,328.00 per month. The Base Rental shall be payable in advance in equal monthly installments beginning on the Commencement Date and continuing on the 25th day of each and every month thereafter ("Due Date"), during the Sublease Term, without demand, deduction, set-off or abatement whatsoever. Said payments of Base Rental shall be made directly to Sublandlord at the address of Sublandlord set forth herein. Appropriate prorations shall be made in the event the Commencement Date is not a Due Date or in the event that the Sublease terminates prior to a Due Date.

Subtenant shall also pay Sublandlord, any and all Additional Rental, as defined in the Master Lease, as and when the same shall become due and payable under the provisions of the Master Lease. Subtenant shall remit the Additional Rental for each month to Sublandlord on the Due Date of the successive month which, as of the date hereof, is $0.00 per month. Any year-end adjustment of Additional Rental pursuant to Section 7(ii) or (iii) of the Master Lease shall be prorated between Sublandlord and Subtenant based on Commencement or Termination Date, as the case may be and at the time of adjustment between Landlord and Sublandlord for any full calendar year.

Any rental amounts not received within five (5) days of when due shall bear interest at the rate of one and one-half percent (1.5%) per month until paid.

Subtenant represents that it has made a thorough examination and inspection of the Premises and is familiar with the condition of such property, and Subtenant agrees to accept the Premises in their "as is" condition, as of the date of this Sublease. Subtenant agrees that it enters into this Sublease without any representations or warranties by Sublandlord, its agents, representatives, servants or employees or any other person, as to the condition or use by Subtenant of the Premises.

The following Articles or Sections of the Master Lease are expressly excluded from this Sublease and shall not apply to Subtenant: any renewal options, or options to lease additional space in the Building, or rights of first refusal with regard to space in the Building. Subtenant acknowledges and agrees the such rights are personal to Sublandlord and that Subtenant shall have no rights to exercise such options and renewals, if any, contained in the Master Lease.

Subtenant acknowledges and agrees that Sublandlord shall provide, only via the Landlord, maintenance or repair of the Premises, utilities or services described as being provided by the Landlord in the Master Lease. Subtenant agrees that, in cooperation with the Sublandlord, it shall look solely to the Landlord and not to Sublandlord for the rendition of all such services and the performance of all obligations required to be furnished and performed in the Premises. Subtenant shall receive directly from the Landlord all services and utilities and the performance of all obligations which the Landlord is required to provide in and for the benefit of the Premises, and Sublandlord shall have no liability whatsoever in the event that Landlord fails to furnish or perform any such services or obligations during the Sublease Term. However, Sublandlord agrees to cooperate with Subtenant in good faith, in dealings with and notices to Landlord regarding services, utilities, maintenance and repair of the Premises.

Subtenant covenants and agrees to pay any fees and expenses assessed by Landlord pursuant to the Master Lease resulting from Subtenant's use and occupancy of the Premises. In addition, if other services not provided by Landlord (the "Other Services") are obtained for the benefit of Subtenant, Subtenant shall bear all of such costs, and Sublandlord agrees to cooperate with Subtenant, to the extent reasonably requested, in obtaining such Other Services, provided same are at no cost to Sublandlord.

Subtenant shall use the Premises only for the "Permitted Use" as defined in the Master Lease, and shall not use the Premises for any use or purpose which would violate the Master Lease. Subtenant shall not change the use of the Premises without the prior written consent of the Sublandlord, in its reasonable discretion and Landlord, in the manner provided in the Master Lease. During the Sublease Term, Subtenant agrees to assume any responsibility previously borne by Sublandlord in its capacity as tenant under the Master Lease regarding the Occupational Safety Health Act, the Americans with Disabilities Act,

and the legal use or adaptability of the Premises and the compliance thereof to all applicable laws and regulations enforced during the Sublease Term; provided, however, that Sublandlord shall be responsible for and shall indemnify and hold harmless Subtenant with respect to all such compliance of the Premises up to the Commencement Date.

Subtenant shall make no alterations, additions, installations or improvements of any kind ("Alterations") to the Premises without the prior written consent of Landlord (in accordance with the Master Lease) and Sublandlord, in its reasonable discretion. Any Alterations made to the Premises with consent shall be at the sole cost and expense of Subtenant, and Subtenant agrees to restore the Premises to their condition as of the Commencement Date at its sole cost if so requested by Sublandlord or Landlord at the end of the Sublease Term. Any and all approved Alterations shall be made in conformity with the applicable terms and conditions of the Master Lease. Subtenant shall submit its proposed Alterations, simultaneously to Landlord and Sublandlord for consent, subject to the provisions of the Master Lease.

Subtenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Subtenant's interest in this Sublease or the Premises without the prior written consent of the Landlord (in accordance with the apple provisions of the Master Lease) and Sublandlord, in Sublandlord's reasonable discretion. Any actual or attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Sublease, subject to the applicable notice and cure provisions of the Master Lease.

Regardless of any consent by Sublandlord, no subletting or assignment shall release Subtenant of Subtenant's obligation, or alter the primary liability of Subtenant to pay the Base Rental, Additional Rental, and to perform all other obligations to be performed by Subtenant hereunder. The acceptance of rent by Sublandlord from any other person shall not be deemed a waiver by Sublandlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Subtenant or any successor of Subtenant in the performance of any of the terms hereof, Sublandlord may proceed directly against Subtenant without the necessity of exhausting remedies against said assignee or such additional sublessee.

In the event Subtenant shall assign or sublet the Premises or request the consent of Sublandlord to any assignment or subletting, or if Subtenant shall request the consent of Sublandlord for any act that Subtenant proposes to do, then Subtenant shall reimburse Sublandlord for any fees Sublandlord is required to pay as tenant pursuant to the Master Lease, by reason of such act. Should Sublandlord be required to pay any sums to Landlord to obtain Landlord's approval of this Sublease, Subtenant shall not be required to reimburse Sublandlord for any such sums.

Sublandlord shall not be liable for any damages if Sublandlord withholds or delays any consent or approval requested by Subtenant, and as to any consent or approval which the Sublandlord has agreed in writing not to unreasonably withhold or delay, Subtenant shall have only the remedy of specific performance or injunction.

Subtenant shall indemnify and hold harmless Sublandlord and the Landlord from and against any and all claims arising from Subtenant's use of the Premises, or from the conduct of Subtenant's business or from any activity, work or thing done, permitted or allowed by Subtenant in or about the Premises or the Project (as defined in the Lease), and shall further indemnify and hold harmless the Sublandlord and the Landlord from and against any all claims arising from any breach or default in the performance of any obligation on Subtenant's part to be performed under the terms of this Sublease, or arising from any negligence of Subtenant or any of Subtenant's agents, contractors, or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. Subtenant agrees that should any action or proceeding be brought against Sublandlord or the Landlord by reason of any such claim, upon notice from Sublandlord or the Landlord, Subtenant shall defend the same at Subtenant's expense by counsel reasonably satisfactory to Sublandlord.

Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from Subtenant's use of the Premises, and Subtenant hereby waives all claims in respect thereof against Sublandlord. Subtenant hereby agrees that Sublandlord shall not be liable for injury to Subtenant's business or any loss of income therefrom, or for damage to the goods, wares, merchandise or other property of Subtenant, Subtenant's shareholders, employees, invitees, customers or any other person in or about the Premises, nor shall Sublandlord be liable for injury to any person including Subtenant's shareholders, employees, agents or contractors, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause whether the said damage or injury results from conditions arising upon the Premises or upon portions of the Building, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Subtenant. Sublandlord shall not be liable for any damages arising from any act, omission or neglect of the Landlord or any tenant of the Building.

Sublandlord shall have no obligation to provide insurance or perform any repair, replacement, or any other requirement imposed upon the Landlord as landlord pursuant to the Master Lease in the event of damage to all of or any part of the Building. Subtenant shall obtain and maintain insurance policies identical to those required to be maintained by Sublandlord as tenant pursuant to the Master Lease and Sublandlord and Landlord shall be named as additional insureds. Subtenant acknowledges and agrees that the Landlord and Sublandlord shall not be responsible or liable to Subtenant for any loss or damage at the Premises.

Subtenant shall, at any time, upon not less than ten (10) days' prior written notice from Sublandlord, execute, acknowledge and deliver to Sublandlord a statement in writing (i) certifying that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Sublease, as so modified, is in full force and effect) and the extent to which the rent and other charges are paid in advance, if any; and (ii) acknowledging that there are not, to Subtenant's knowledge, any uncured defaults on the part of Sublandlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective assignee or mortgagees of the Premises.

Subtenant's failure to provide such statement within such times shall be a default by Subtenant under this Sublease, and shall be conclusive upon Subtenant
(i) that this Sublease is in full force and effect, without modification except as may be represented by Sublandlord; (ii) that there are no uncured defaults in the performance by Sublandlord or Landlord; and (iii) that not more than one month's rent has been paid in advance.

In the event of any condemnation of the Premises, all awards and compensation, or proceeds payable to Sublandlord pursuant to the Master Lease shall be the property of Sublandlord. No part of any condemnation awards, compensation or proceeds shall be payable to Subtenant.

Subtenant shall faithfully observe and comply with all rules and regulations described in or annexed to the Master Lease, as amended from time to time.

Subtenant shall pay all taxes levied or assessed upon Subtenant's personal property and shall deliver satisfactory evidence of such payment to Sublandlord, if requested.

Subtenant acknowledges that it shall have no rights under this Sublease to lease any other space in the Building.

Any dispute arising out of this Sublease shall, at the option of either party, be settled by arbitration. Within ten (10) days after either party shall have requested arbitration in writing, the parties shall agree on an impartial arbitrator, and failing agreement, such arbitrator shall be selected by the American Arbitration Association at the request of either party. The arbitration shall be conducted in accordance with the then current rules of commercial arbitration of the American Arbitration Association, and judgment upon the award granted by the arbitrator may be entered in any court having jurisdiction thereof. Fees, costs and expenses of the arbitrator shall be borne by the party against whom the arbitration shall be determined, or in such proportions as the arbitrator shall designate.

Should Sublandlord receive an abatement of rent under the Master Lease, such abatement shall be passed through and inure to the benefit of Subtenant.

The invalidity of any provision of this Sublease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

Time is of the essence of this Sublease.

Captions of Articles or subdivisions thereof are not a part hereof and are intended for reference purposes.

All notices or demands given or required to be given hereunder shall be in writing and shall be sent by hand delivery, overnight courier, or by certified or registered mail, return receipt requested, addressed to the parties' addresses set forth below or to each other address as either party may specify in writing in accordance with this notice provision. Any such notice so given shall be deemed given and shall be effective on the day of its receipt by the respective party. Sublandlord shall promptly forward copies of notices from Landlord to Subtenant upon receipt.

     Sublandlord:   Quality Diagnostic Services, Inc.
     -----------
                    3399 Peachtree Road, N.E., Suite 400
                    Atlanta, Georgia  30326
                    Attention:  W. Michael Heekin

                                      -7-

                    with a copy to:

                    Nelson Mullins Riley & Scarborough, L.L.P.
                    First Union Plaza, Suite 1400
                    999 Peachtree Street, N.E.
                    Atlanta, Georgia  30309
                    Attention:  James Walker, IV

     Subtenant:     Card Guard USA, Inc.
     ---------
                    229 Peachtree Street, N.E.
                    Atlanta, Georgia  30303
                    Attention:  Michael Rosenzweig

                    With a copy to:

                    Rogers & Hardin, L.L.P.
                    2700 International Tower
                    229 Peachtree Street, N.E.
                    Atlanta, Georgia  30303
                    Attention:  Michael Rosenzweig

AFTER OCCUPANCY:
---------------

     Sublandlord:   Quality Diagnostic Services, Inc.
     -----------
                    3399 Peachtree Road, N.E., Suite 400
                    Atlanta, Georgia  30326
                    Attention:  W. Michael Heekin

                    with a copy to:

                    Nelson Mullins Riley & Scarborough, L.L.P.
                    First Union Plaza, Suite 1400
                    999 Peachtree Street, N.E.
                    Atlanta, Georgia  30309
                    Attention:  James Walker, IV

     Subtenant:     Card Guard USA, Inc.
     ---------
                    1100 Lake Hearn Drive, Suite 370
                    Atlanta, Georgia  30342
                    Attention:  Michael Elias

                    With a copy to:

                    Rogers & Hardin, L.L.P.
                    2700 International Tower
                    229 Peachtree Street, N.E.
                    Atlanta, Georgia  30303
                    Attention:  Michael Rosenzweig

Subtenant warrants and represents to Sublandlord that it has dealt with no broker or real estate agent or made no agreement or created any liability with respect to this Sublease and/or the Premises or in connection with the payment of brokerage or other commissions to anyone, and Subtenant hereby agrees to indemnify, defend and hold Sublandlord harmless from and against all liability, cost, or expense arising out of the claims of any other broker or real estate agent claiming by, through or under Subtenant for a commission in connection with this Sublease and/or the transaction contemplated by this Sublease.

Sublandlord warrants and represents to Subtenant that it has dealt with no broker or real estate agent or made no agreement or created any liability with respect to this Sublease and/or the Premises or in connection with the payment of brokerage or other commissions to anyone, and Sublandlord hereby agrees to indemnify, defend and hold Subtenant harmless from and against all liability, cost, or expense rising out of the claims of any other broker or real estate agent claiming by, through or under Sublandlord for a commission in connection with this Sublease and/or the transaction contemplated by this Sublease.

This Sublease is expressly conditioned upon the written consent of the Landlord. Upon execution of this Sublease, Sublandlord will promptly request such written consent. If such consent has not been received by Sublandlord within (30) days from the date of hereof, then, at the option of either party, upon written notice to the other at anytime after such 30-day period, this Sublease shall be deemed canceled, null and void and of no further force and effect, and neither party shall have any claim of any kind or nature against the other provided such notice is sent before the Landlord's written consent is delivered to Sublandlord. In no event shall Sublandlord be obligated to deliver possession of the Premises to Subtenant until the date upon which Sublandlord notifies Subtenant that it has received the written consent of the Landlord; however, there shall be an equitable abatement of rent until delivery of possession of the Premises to Subtenant. Subtenant shall have no liability if this Sublease is terminated due to such lack of consent.

Upon the expiration or other termination of the Sublease Term, Subtenant covenants and agrees that it shall quit and surrender the Premises in the condition existing as of the Commencement Date, shall remove all of Subtenant's personal property therefrom (except such items, including, without limitation, such fixtures, equipment, improvements and Alterations, which are required to remain a part of the Premises pursuant to the Master Lease), and shall make any repairs or restorations required by reason of each removal to put the Premises in such condition.

No waiver by Sublandlord of any provision hereof shall be deemed a waiver of any provision hereof or of any subsequent breach by Subtenant of the same or any provision. The consent or approval by Sublandlord of any act shall not be deemed to render unnecessary obtaining subsequent consent or approval from Sublandlord or any subsequent act by Subtenant. The acceptance of rent hereunder by Sublandlord shall not be a waiver of any preceding breach by Subtenant of any provision hereof, regardless of knowledge by Sublandlord of such preceding breach at the time of acceptance of such rent.

Subtenant shall not record this Sublease, and such recordation shall, at the option of Sublandlord, constitute a non-curable default of Subtenant hereunder.

Subtenant shall have no right to hold over at the Premises beyond the Expiration Date or earlier termination of this Sublease. If Subtenant remains in possession after the expiration or earlier termination of the Sublease Term without the express written consent of Sublandlord, such occupancy shall, at the Sublandlord's option, be deemed an act of trespass. In the event of any such holdover, Subtenant shall pay as liquidated damages (and not as rent) all amounts payable by Sublandlord to Landlord incurred as a result of such holdover, including but not limited to all amounts payable by Sublandlord to the Landlord pursuant to the Master Lease as a result of such continued occupancy by Subtenant. Nothing herein shall be deemed to limit Sublandlord's rights to forcibly evict Subtenant, or any other rights or remedies available to Sublandlord. No receipt of money by Sublandlord form Subtenant after expiration or termination of this Sublease shall reinstate or extend this Sublease.

No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

Each provision of this Sublease performable by Subtenant shall be deemed both a covenant and a condition.

This Sublease shall be governed by the laws of the State of Georgia without regard to conflicts of laws.

In the event Sublandlord, without any fault on its part, is a party to any proceeding, including litigation, commenced by or against Subtenant or by or against any parties in possession of the Premises or any part thereof claiming under Subtenant, Subtenant shall pay to Sublandlord all costs, including, without limitation, reasonable attorneys' fees incurred by or imposed by or upon Sublandlord in connection with such proceeding, and the costs of enforcement of this Sublease against Subtenant.

Sublandlord and its agents shall have the right to enter the Premises at reasonable times, upon reasonable notice to Subtenant, for the purpose of inspecting the Premises and showing the Premises to prospective assignees, lenders or lessees, all without undue interruption to Subtenant's business. In addition, Sublandlord shall have the right to enter the Premises to perform such actions as are required of it as tenant pursuant to the Master Lease. Subject to the above, and provided Subtenant is not in default hereunder (subject to any applicable notice and cure period under the Master Lease) or under the Master Lease, Sublandlord covenants that Subtenant shall have the right to possession and quiet enjoyment of the Premises during the term of this Sublease. Sublandlord shall take no action or fail to take a required action

which would cause a default under the Master Lease and shall indemnify and hold harmless Subtenant from all loss, cost, damage, action, liability and expenses incurred by Subtenant as a result thereof.

Each individual executing this Sublease on behalf of Subtenant or Sublandlord represents and warrants that he is duly authorized to execute and deliver this Sublease on behalf of such party.

This Sublease may be modified only in writing, signed by the parties in interest at the time of the modification.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written.

[SIGNATURES CONTINUED ON NEXT PAGE]

Signed, sealed and delivered                 SUBLANDLORD:
this 30 day of March,                        -----------
1998, in the presence of:
                                             QUALITY DIAGNOSTIC SERVICES, INC.,
/s/ W. Michael Heekin                        a Georgia corporation
----------------------------------
Witness                                      By: /s/ Blake Whitney
                                                 -------------------------------
/s/ Michele M. Riddick                       Title: President
----------------------------------                  ----------------------------
Notary Public

My Commission Expires                                   [CORPORATE SEAL]


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Signed, sealed and delivered
this _____ day of March,                     CARD GUARD, USA, INC.,
1998, in the presence of:                    a Georgia corporation

----------------------------------           By: /s/ Michael Elias
Witness                                          -------------------------------
                                             Title: Executive Vice President
                                                    ----------------------------
----------------------------------
Notary Public
                                                        [CORPORATE SEAL]
My Commission Expires


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[NOTARIAL SEAL]

GUARANTOR:

Signed, sealed and delivered                 ---------
this _____ day of March,
1998, in the presence of:                    CARD GUARD SCIENTIFIC SURVIVAL, LTD

----------------------------------           By: /s/ Michael Elias
Witness                                          -------------------------------
                                             Print Name: Michael Elias
                                                         -----------------------
----------------------------------           Title: Executive Vice President
Notary Public                                       ----------------------------

My Commission Expires

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[NOTARIAL SEAL]

LANDLORD CONSENT TO SUBLEASE

The undersigned Landlord does hereby consent to the subleasing of the Premises by Sublandlord to Subtenant pursuant to and in accordance with the provisions of the within and foregoing Sublease, subject to the following terms conditions:

1. Landlord's consent shall not in any manner release Sublandlord from, or relieve Sublandlord of, any of the terms, covenants, conditions, agreements, requirements, provisions or restrictions set forth in the Lease, or from the full and complete payment and performance of all duties, obligations, liabilities and responsibilities of Sublandlord under the Lease, whenever arising, for which Sublandlord shall remain liable and responsible in all respects, as principal and not as surety.

2. Sublandlord and Subtenant acknowledge and agree that the Sublease is, and shall at all times be and remain, in all respects, subject and subordinate to the Lease and all of the terms, covenants, conditions, agreements, requirements, provisions or restrictions set forth in the Lease.

4. Upon default by Sublandlord under the Lease and the subsequent termination of the Lease by Landlord, at the option of Landlord, Subtenant shall be bound under the terms and conditions of the Sublease with the same force and effect as if Landlord were the original sublessor, and Subtenant agrees to execute any attornment agreement requested by Landlord not in conflict herewith.

5. The consent by Landlord to the Sublease shall not be deemed an approval of any future assignment of the Lease or the Sublease, or of any subsequent subletting of the Premises or any portion thereof; and any such future assignment or subletting shall be made subject to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion, and any such assignment or subletting without the written consent of Landlord shall be null and void. No assignment of the Lease or the Sublease, and no subletting of the Premises or any portion thereof, shall in any manner release Sublandlord from, or relieve Sublandlord of, any of the terms, covenants, conditions, agreements, requirements, provisions or restrictions set forth in the Lease, or from the full and complete payment and performance of all duties, obligations, liabilities and responsibilities of Sublandlord under the Lease, whenever arising,

for which Sublandlord shall remain liable and responsible in all respects, as principal and not as surety.

6. By consenting to the Sublease, Landlord in no way agrees to perform or to be obligated to perform any services for the benefit of Subtenant under the Sublease, but Landlord shall continue to provide services to the Premises (as part of the Premises) in accordance with the terms and conditions of the Lease. Subtenant shall have no rights or claims against Landlord, but shall instead look solely to Sublandlord for any such claims, except as may arise after Landlord exercises its rights under
Section 4 hereof.

7. This Consent shall not be deemed to create any contractual or other relationship between Landlord and Subtenant.

8. Sublandlord and Subtenant agree by their acceptance of this Consent that the Sublease shall not be amended or modified without the prior written consent of Landlord, and that the Lease remains in full force and effect without modification and is binding on Sublandlord, as lessee thereunder, and Sublandlord hereby ratifies and affirms the same. This Consent and Agreement does not constitute recognition of any deviations, alteration or substitutions from the terms and conditions of the Lease.

IN WITNESS WHEREOF, the undersigned Landlord has executed this Consent under seal this _____ day of April, 1998.

LANDLORD:

PAVILION PARTNERS, L.P., a Georgia limited
partnership

By: Bentley Investments, Inc., a Georgia
corporation, its sole general partner

By:  /s/ Lawrence R. Cooper
     --------------------------------------
     Name:  Lawrence R. Cooper
            -------------------------------
     Title: President
            -------------------------------

(CORPORATE SEAL)

EXHIBIT "A"

MASTER LEASE

(See Exhibit 10.30 to Registration Statement)

EXHIBIT "B"

STATE OF GEORGIA

COUNTY OF FULTON

KNOWN ALL MEN BY THESE PRESENTS:

In consideration of the subletting by Quality Diagnostic Services, Inc. ("Sublandlord") to Card Guard USA, Inc. ("Subtenant") pursuant to Sublease Agreement dated March ____, 1998 (the "Sublease") of the premises described therein, the delivery of which Sublease is conditioned upon the execution and delivery of this guaranty ("Guaranty"), and the payment of One Dollar ($1.00) to the undersigned by Sublandlord, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the undersigned (hereinafter collectively called the "Guarantor") does hereby unconditionally guarantee the full, prompt and complete performance by Subtenant of all of the terms, covenants, conditions and agreements contained in the Sublease on the part of Subtenant to be performed, including specifically, without limitation, the obligation to pay all rents and any other charges or obligations therein set forth, together with any and all renewal or renewals, extension or extensions, modification or modifications thereof, and substitution or substitutions therefor (all such obligations being hereinafter called the "Obligations").

Guarantor waives presentment, demand, dishonor, notice of dishonor, protest, and all other notices whatsoever, including, without limitation, notices of acceptance hereof, of the existence or creation of the Obligations, and of all defaults, disputes or controversies with Subtenant, and of the settlement, compromise or adjustments thereof. Guarantor agrees that Sublandlord shall have full authority, without obtaining the consent of, giving notice to, or affecting the liability of Guarantor, to make changes of terms, to extend time to pay, to release the whole or any part of the Obligations, to settle or compound differences for less than the full amount owing under the Lease, to accept notes, trade acceptances or any other form of obligation for the Obligations, to make arrangements or settlements in or out of court in the case of receivership, liquidation, readjustment, bankruptcy, reorganization, arrangement or an assignment for the benefit of creditors and to do anything, whether or not herein specified, which may be done or waived by or between Sublandlord and Subtenant. The making of such arrangements, settlements, compromises, adjustments, extensions of time and so forth shall not diminish, discharge, modify, reduce, extinguish or otherwise affect the liability of Guarantor hereunder for the full amount owing under the Sublease. Guarantor further agrees that no act or omission on the part of Sublandlord shall in any way affect, impede or impair this Guaranty.

This Guaranty shall be binding upon and enforceable against each person and entity executing this Guaranty and upon the respective heirs, legal representatives, successors and assigns of each such person and entity. The liability of each person and entity executing this Guaranty and the heirs, legal representatives, successors and assigns of each such entity and person hereunder is joint and several, primary and unconditional, and shall not be subject to any claim of offset, counterclaim or defense of Subtenant.

This Guaranty shall be irrevocable, absolute and unconditional and shall remain in full force and effect as to Guarantor until such time as all of the Obligations shall have been paid or satisfied in full. No delay or failure on the part of Sublandlord in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Sublandlord of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Guarantor agrees that this Guaranty shall not be affected by reason of assertion by Sublandlord against Subtenant of any rights or remedies reserved to Sublandlord in the Sublease, or by reason of any summary or other proceedings against Subtenant, or by the amendment or modification of the Sublease with or without notice to, or consent of, the Guarantor.

This Guaranty shall remain in full force and effect, and Guarantor shall continue to be liable for the payment of all amounts owing under the Sublease in accordance with the original terms of the documents and instruments evidencing the same, notwithstanding the commencement of any bankruptcy, reorganization or other debtor relief proceeding by or against Subtenant, and notwithstanding any modification, discharge or extension of the Obligations, any modification or amendment of any document or instrument evidencing any of the Obligations, any stay of the exercise by Sublandlord of any of its rights and remedies against Subtenant with respect to any of the Obligations, or any cure of any default by Subtenant under any document or instrument evidencing any of the Obligations, which may be effected in connection with any such proceeding, whether permanent or temporary, and notwithstanding any assent thereto by Sublandlord.

Sublandlord may, without notice of any kind, sell, assign or transfer the Sublease, and in such event each and every immediate and successive assignee, transferee or holder of the Sublease shall have the right to enforce this Guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as if such person were herein by name specifically give such rights, powers and benefits, but Sublandlord shall have an unimpaired right to enforce this Guaranty for its benefit as to so much of the Obligations as Sublandlord has not sold, assigned or transferred.

This Guaranty has been made and delivered in the State of Georgia and shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of Georgia. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

Guarantor hereby submits to personal jurisdiction in the State of Georgia for the enforcement of this Guaranty and waives any and all personal rights under the laws of the State of Georgia or the United States to object to jurisdiction within the State of Georgia for the purposes of litigation to enforce this Guaranty. In the event that such litigation is commenced, Guarantor agrees that service of process may be made, and personal jurisdiction over Guarantor obtained, by the serving of a copy of the summons and complaint upon Subtenant, as agent for Guarantor, at 1100 Lake Hearn Drive, Suite 370, Atlanta, Georgia, and with a copy to its counsel, Rogers & Hardin, L.L.P. at 2700

International Tower, 229 Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Michael Rosenzweig. Nothing contained herein shall prevent Sublandlord from bringing any action or exercising any rights against any security given to Sublandlord by Subtenant or Guarantor, or against Guarantor personally, or against any property of Guarantor, within any other state. Commencement of any such action or proceeding in any other state shall not constitute a waiver of the agreement that the laws of the State of Georgia shall govern the rights and obligations of Guarantor and Sublandlord hereunder or of the submission made by Guarantor to personal jurisdiction within the State of Georgia. The aforesaid means of obtaining personal jurisdiction and perfecting service of process are not intended to be exclusive but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the State of Georgia.

Guarantor agrees that Guarantor shall have no right to recover against Subtenant by way of subrogation to the rights of Sublandlord on account of any payment by Guarantor to Sublandlord hereunder until all of the Obligations have been paid and satisfied in full, and Guarantor hereby subordinates any such rights of subrogation to such extent.

If Guarantor is a corporation or other business entity, Guarantor and the persons executing this Guaranty as officers or representatives of the Guarantor represent that Guarantor has full corporate authority to execute this Guaranty and that the officers executing this Guaranty are duly authorized to execute this Guaranty on behalf of the Guarantor, and that there is no provision in Guarantor's charter, bylaws or other governing document that in any way conflicts with or prevents the execution, delivery or performance of this Guaranty by Guarantor. Guarantor further represents that there is no provision of any other agreement by which Guarantor is bound that in any way conflicts with or prevents the execution, delivery or performance of this Guaranty by Guarantor.

IN WITNESS WHEREOF, Guarantor has executed, sealed and delivered this Guaranty, all this ______ day of March, 1998.

Signed, sealed and delivered this _____ day  CARD GUARD SCIENTIFIC SURVIVAL, LTD
of March, 1998, in the presence of:
                                             By: /s/ Michael Elias
                                                 ------------------------------

-------------------------------------------
Witness                                      Print Name: Michael Elias
                                                         -----------------------

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Notary Public                                Title: Executive Vice President
                                                    ----------------------------
My Commission Expires


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[NOTARIAL SEAL]

EXHIBIT 10.32

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 30th day of September, 1998, by and between WebMD, INC., a Georgia corporation ("WebMD") and JEFFREY T. ARNOLD, an individual (the "Executive"), and is effective as of the date hereof.

WHEREAS, Executive has made and is expected to continue to make a significant contribution to the success and development of WebMD in his role as Chairman and Chief Executive Officer of WebMD; and

WHEREAS, Executive is willing to render services to WebMD on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Executive and WebMD including, without limitation, the promises and covenants described herein, the parties hereto, intending to be legally bound, hereby agree as follows:

hundred sixty (360) days prior to the end of the initial two-year term or any year-long extension hereof.

In his capacity as an officer of WebMD, Executive shall report to the Board of Directors of WebMD. Executive's authority and responsibility in WebMD shall at all times be subject to the review and discretion of the Board of Directors, who shall have the final authority to make decisions regarding the business of WebMD.

the exercise price of fifteen dollars ($15.00) per share. Said Options shall vest and become exercisable in accordance with the following schedule and shall remain exercisable through the fourth anniversary of the effective date of this Agreement, at which time such Options shall expire unless earlier terminated in accordance with the provisions hereof.

--------------------------------------------------------------
  OPTIONS FOR NUMBER OF SHARES   DATE VESTED AND EXERCISABLE
--------------------------------------------------------------
             333,333                  September 30, 1998
--------------------------------------------------------------
             166,667                  September 30, 1999
--------------------------------------------------------------
             166,667                  September 30, 2000
--------------------------------------------------------------
             333,333                  September 30, 2001
--------------------------------------------------------------

At the effective time and date of a registration statement filed under the 1933 Act for a public offering of any series of WebMD's shares, one-half ( 1/2) of the Options held by Executive which then have not vested and become exercisable under the above vesting schedule will immediately vest and become exercisable. All Options shall vest and become exercisable upon a Change of Control of WebMD. For purposes of this Section 1.5(a), a "Change of Control" shall mean a change of the possession, direct or indirect, of the power to direct or cause the direction of management and policies of WebMD, whether through ownership of voting securities, by contract (other than a commercial contract for goods or non-management services), or otherwise. Without limitation, a Change of Control shall be deemed to have occurred if any person or entity that is not on the date hereof the beneficial owner of any securities of WebMD becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of WebMD's outstanding voting securities ordinarily having the right to vote for the election of directors of WebMD.

(i) In the event that Executive voluntarily resigns his employment with WebMD prior to September 30, 2000, other than in a resignation following a Constructive Termination (as defined in Section 3.2(b) below) all then outstanding Options that have been issued to Executive shall be canceled as of the date of Executive's notice of voluntary resignation. In the event that Executive voluntarily resigns his employment with WebMD after September 30, 2000, or if Executive resigns his employment with WebMD prior to September 30, 2000 in a resignation following a Constructive Termination, all then outstanding and exercisable options shall remain exercisable in full for a period of 120 days after the date of such notice of voluntary resignation. WebMD shall have the option at its sole discretion to purchase any unexercised Options from the Executive at a price per share equal to the difference between the exercise price of such Options and the per share Fair Market Value of the shares of Common Stock underlying such Options determined as of or before the thirtieth (30/th/) day following the date such notice of voluntary resignation was given, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of this Subsection 1.5(b) set forth below. Furthermore, in the event Executive voluntarily resigns his employment with WebMD and no registration statement filed under the 1933 Act for a public offering of any series of WebMD's shares has become effective, then WebMD in its sole discretion may repurchase any shares of Common Stock purchased by Executive through the exercise of any Options for an amount equal to the Fair Market Value of such shares of Common Stock. Any such repurchase of shares by WebMD shall be accomplished within 180 days after such receipt of such notice of resignation.

(ii) In the event that Executive's employment with WebMD shall be terminated by WebMD for Cause (as defined in Section 3.1) after September 30, 1999 or at any time without Cause, all then outstanding and unexercised Options shall become exercisable in full as of the date such notice of termination was given by WebMD and shall remain exercisable in full for a

period of 120 days after the date such notice of termination was given by WebMD. WebMD shall have the option at its sole discretion to purchase any unexercised Options from the Executive at a price per share equal to the difference between the exercise price of such Options and the per share Fair Market Value of the shares of Common Stock underlying such Option determined as of or before the thirtieth (30/th/) day following the date such notice of termination was given by WebMD, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of Subsection 1.5(b) appearing below. Furthermore, if no registration statement filed under the 1933 Act for a public offering of any series of WebMD's Common Stock has become effective, then WebMD in its sole discretion may repurchase any shares of Common Stock purchased by Executive through the exercise of any Options for an amount equal to the Fair Market Value of the shares of Common Stock. Any such repurchase of the shares of Common Stock shall be accomplished within 180 days after the date such notice of termination was given by WebMD.

(iii) In the event Executive's employment with WebMD shall be terminated by WebMD for Cause on or before September 30, 1999, all then outstanding Options will be canceled.

(iv) The Fair Market Value of a share of Common Stock, Series D, on the date specified by WebMD shall mean (i) the closing sales price of the Common Stock of WebMD on such date on the national securities exchange (treating the Nasdaq National Market System as a national securities exchange) having the greatest volume of trading in the Common Stock during the thirty (30) day period preceding the day the value is to be determined or, if such exchange was not open for trading on such date, the next preceding date on which it was open;
(ii) if the Common Stock is not traded on any national securities exchange, the average of the closing high bid and low asked prices of the Common Stock on the over-the-counter market, in arms-length transactions not involving an affiliate of WebMD, on the day such value is to be determined, or in the absence of closing bids on such day, the closing bids on the next preceding day on which there were bids; (iii) if

the Common Stock also is not traded on the over-the-counter market, the average net proceeds per share received or the price paid by WebMD with respect to shares of Common Stock of any series sold or purchased by WebMD in arms length transactions during the ninety (90) days preceding the day the value is to be determined; or (iv) if no such purchases or sale transactions by WebMD have occurred within such ninety (90) day period, the Fair Market Value as determined in good faith by the Board of Directors of WebMD based on (a) such relevant facts as may be available to such Board, which may include opinions of independent experts, the price at which recent purchases or sales have been made by third parties, the per share book value of the Common Stock, and WebMD's current and future earnings or (b) an independent appraisal, conducted at WebMD's expense, by a qualified financial appraiser who is reasonably satisfactory to both WebMD and Executive, provided that the selection of method
(a) or (b) shall be by mutual agreement of the Board and Executive.

($700.00) per month. WebMD will also pay the initiation fees, membership dues and assessments for Executive's family membership in a club in the Atlanta area acceptable to WebMD and Executive which would permit Executive to engage in business entertainment for the benefit of WebMD. WebMD expects Executive to attend and participate in continuing education seminars and courses with respect to the health industry and business management related to his duties, and WebMD will reimburse all ordinary and necessary expenses of such attendance and participation.

Executive will abide by WebMD's policies and regulations, as established from time to time, for the protection of its Proprietary Information. Executive acknowledges that all records, files, data, documents and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, technology and other materials relating to WebMD or its affiliated entities shall be and remain the sole property of WebMD and/or such affiliated entity and shall, upon the request of WebMD, turn

over all copies of such Proprietary Information to WebMD (together with a written statement certifying as to his compliance with the foregoing).

During the Executive's employment with WebMD, and for the one (1) year period following the termination of Executive's employment with WebMD for any reason, Executive shall not, without the prior written consent of the Board of Directors, which consent may be withheld at the sole discretion of the Board of Directors, perform the Services (as defined below) in the Territory (as defined below) on behalf of any entity (other than WebMD) in the Business (as defined below). For purposes hereof, "Services" means the oversight and management of sales, marketing, strategic planning and operations. For purposes hereof, "Territory" means the geographic area within a 50 mile radius of the current principal executive offices of WebMD. For purposes hereof, "Business" means the delivery of information and communications services to the healthcare industry.

(a) Executive's death or disability which renders Executive incapable of performing his duties for more than one hundred twenty (120) calendar days in one calendar year or within consecutive calendar years (termination under this
Section 3.1(a) shall be deemed termination without Cause);

(b) for any reason (other than those set forth in Section 3.1(c)) following a determination by the Board of Directors of WebMD to terminate Executive's employment (termination under this Section 3.1(b) shall be deemed termination without Cause); or

(c) "for Cause," which for purposes of this Agreement shall mean that the Executive shall have committed or engaged in:

(i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with WebMD;

(ii) any intentional wrongful damage to any material assets of WebMD;

(iii) any intentional wrongful disclosure of Proprietary Information or Trade Secrets of WebMD or its affiliates;

(iv) a felony or any similar crime involving dishonesty or moral turpitude; or

(v) the habitual and debilitating use of alcohol or drugs.

(i) Such change in duties or position as:

(a) The assignment (other than an occasional temporary assignment) to Executive of any duties not commensurate with Executive's position, duties, responsibilities and status with WebMD;

(b) A material change in Executive's reporting responsibilities, (i.e., reporting to a lower tier) or a diminution in Executive's titles or offices; or

(c) A material diminution of Executive's authority or responsibilities.

(ii) A reduction in Executive's base salary specified in Section 1.3(a) for the calendar year 1998, and a reduction in Executive's base salary in effect for the prior calendar year for all succeeding years (other than pro rata reductions in compensation for all senior management of WebMD and its subsidiaries).

(iii) The requirement that Executive be based anywhere other than within 50 miles of WebMD's current offices.

postage prepaid, addressed to WebMD (to the attention of the Secretary of WebMD) at its principal executive office or to Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(a) This Agreement shall be binding upon and inure to the benefit of WebMD and any Successor of or to WebMD, but shall not be otherwise be assignable or delegable by WebMD. "Successor" shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of WebMD, whether by sale, merger, consolidation, reorganization or otherwise.

(b) WebMD shall require any Successor to agree at the time of becoming a Successor to perform this Agreement to the same extent as the original parties would be required if no succession had occurred.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees and legatees.

(d) This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 4.6.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

WebMD, INC.

By:  /s/ W. Michael Heekin
   ------------------------------
   W. Michael Heekin
   Chief Operating Officer

EXECUTIVE

  /s/ Jeffrey T. Arnold
---------------------------------
Jeffrey T. Arnold

EXHIBIT 10.33

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 11th day of July, 1997, by and between ENDEAVOR TECHNOLOGIES INC., a Georgia corporation ("ETI"), and W. MICHAEL HEEKIN, an individual (the "Executive"), and is effective as of the date hereof.

WHEREAS, Executive is expected to make a significant contribution to the success and development of ETI in his role as a Director and the Chief Operating Officer of ETI; and

WHEREAS, Executive is willing to render services to ETI on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Executive and ETI including, without limitation, the promises and covenants described herein, the parties hereto, intending to be legally bound, hereby agree as follows:

In his capacity as an officer of ETI, Executive shall report to the President/CEO of ETI. Executive's authority and responsibility in ETI shall at all times be subject to the review and discretion of the Board of Directors, who shall have the final authority to make decisions regarding the business of ETI.

1998 a written request for reimbursement of one or more additional monthly installments of mortgage interest, then ETI shall not unreasonably withhold or delay granting its consent to such request.

execute and deliver a copy of the Restated Shareholders Agreement (as it may be amended from time to time) among ETI and all of its current shareholders (the "Restated Shareholders Agreement").

 Option for
 Number of                       Date Vested
   Shares                      and Exercisable
-----------                    ---------------
  100,000                      August 18, 1997

   50,000                      August 18, 1998

   50,000                      August 18, 1999

  100,000                      August 18, 2000

At the effective time and date of a registration statement filed under the 1993 Act for a public offering of any series of ETI's shares, one-half (1/2) of the Options held by Executive which then have not vested and become exercisable under the above vesting schedule will immediately vest and become exercisable. All Options shall vest and become exercisable upon a Change of Control of ETI which occurs subsequent to the effective time and date of a registration statement filed under the Securities Act of 1933 ("1933 Act") for a public offering of any series of ETI's shares. For purposes of this Section 1.5(a), a "Change of Control" shall mean a change of the possession, direct or indirect, of the power to direct or cause the direction of management and policies of ETI, whether through ownership of voting securities, by contract (other than a commercial contract for goods or non-management services), or otherwise. Without limitation, a Change of Control shall be deemed to have occurred if any person or entity that is not on the date hereof the beneficial owner of any securities of ETI becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of ETI's outstanding voting securities ordinarily having the right to vote for the election of directors of ETI.

following the date such notice of voluntary resignation was given, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of this Subsection 1.5(b) set forth below. Furthermore, in the event Executive voluntarily resigns his employment with ETI and no registration statement filed under the 1933 Act for a public offering of any series of ETI's shares has become effective, then ETI in its sole discretion to purchase any shares of Common Stock previously obtained by Executive upon his exercise of any Options for an amount equal to the Fair Market Value of such shares of Common Stock. Any such repurchase of shares by ETI shall be accomplished within 180 days after such receipt of such notice of resignation.

(ii) In the event that Executive's employment with ETI shall be terminated by ETI for Cause after August 17, 1998 or at any time without Cause, all then outstanding and unexercised Options shall become exercisable in full as of the date such notice of termination was given by ETI and shall remain exercisable in full for a period of 120 days after the date such notice to termination was given by ETI. ETI shall have the option at its sole discretion to purchase any unexercised Options from the Executive at a price per share equal to the difference between the exercise price of such Options and the per share Fair Market Value of the shares of Common Stock underlying such Options determined as of or before the thirtieth (30th) day following the date such notice of termination was given by ETI, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of Subsection 1.5(b) appearing below. Furthermore, if no registration statement filed under the 1933 Act for a public offering of any series of ETI's Common Stock has become effective, then ETI in its sole discretion may repurchase any shares of Common Stock previously obtained by Executive upon the exercise of any Options for an amount equal to the Fair Market Value of such shares of the shares of Common Stock. Any such repurchase of the shares of Common Stock shall be accomplished within 180 days after the date such notice of termination was given by ETI.

(iii) In the event Executive's employment with ETI shall be terminated by ETI for Cause on or before August 17, 1998, all then outstanding Options will be canceled, and, if no registration statement filed under the 1933 Act for a public offering of any series of ETI's Common Stock has become effective, then ETI in its sole discretion may repurchase any shares of Common Stock previously obtained by Executive upon his exercise of any Options for an amount equal to the aggregate amount paid by Executive to ETI in connection with the exercise price of such Options plus interest at eight percent per annum for the period Executive owned the Common Stock. Any such repurchase of the shares of Common Stock shall be accomplished within 180 days after such notice of termination.

(iv) The Fair Market Value of a share of Common Stock, Series D on the date specified by ETI shall mean (i) the closing sales price of the Common Stock of ETI on such date on the national securities exchange (treating the Nasdaq

National Market System as a national securities exchange) having the greatest volume of trading in the Common Stock during the thirty (30) day period preceding the day the value is to be determined or, if such exchange was not open for trading on such date, the next preceding date on which it was open;
(ii) if the Common Stock is not traded on any national securities exchange, the average of the closing high bid and low asked prices of the Common Stock on the over-the-counter market, in arms-length transactions not involving an affiliate of ETI, on the day such value is to be determined, or in the absence of closing bids on such day, the closing bids on the next preceding day on which there were bids; (iii) if the Common Stock also is not traded on the over-the-counter market, the average net proceeds per share received or the price paid by ETI with respect to shares of Common Stock of any series sold or purchased by ETI in arms length transactions during the ninety (90) days preceding the day the value is to be determined; or (iv) if no such purchase or sale transactions by ETI have occurred within such ninety (90) day period, the fair market value as determined in good faith by the Board of Directors of ETI based on (a) such relevant facts as may be available to such Board, which may include opinions of independent experts, the price at which recent purchases or sales have been made by third parties, the book value of the per share, and the ETI's current and future earnings or (b) an independent appraisal, conducted at ETI's expense, by a qualified financial appraiser who is reasonably satisfactory to both ETI and Executive, provided that the selection of method (a) or (b) shall be by mutual agreement of the Board and Executive.

assessments for Executive's family membership in a club in the Atlanta area acceptable to ETI and Executive which would permit Executive to engage in business entertainment for the benefit of ETI. ETI expects Executive to attend and participate in continuing education seminars and courses with respect to the health industry and business management related to his duties, and ETI will reimburse all ordinary and necessary expenses of such attendance and participation. ETI will pay for Executive's continuing membership in the Florida Bar and the State Bar of Georgia and for the expenses of the continuing legal education courses that are necessary to maintain those memberships, and for NHLA/AAHA dues. Such continuing education courses and seminars and continuing legal education issues will be scheduled in consultation with the President/CEO of ETI to assure coordination of schedules.

Executive will abide by ETI's policies and regulations, as established from time to time, for the protection of its Proprietary Information. Executive acknowledges that all records, files, data, documents and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, technology and other materials relating to ETI or its affiliated entities shall be and remain the sole property of ETI and/or such affiliated entity and shall, upon the request of ETI, turn over all copies of such Proprietary Information to ETI (together with a written statement certifying as to his compliance with the foregoing).

offered or provided by ETI at the time of termination of Executive's employment, with ETI. The parties acknowledge that the "same type of service" would include tracking symptoms or patients by means of telephone transmission.

During the Executive's employment with ETI, and for the one (1) year period following the termination of Executive's employment with ETI for any reason, Executive shall not, without the prior written consent of the Board of Directors, which consent may be withheld at the sole discretion of the Board of Directors, engage or participate in, as a business executive or equity owner, the management or conduct of any business or enterprise that directly competes in any geographical area with any line of business in which ETI was engaged in at the time of termination of Executive's employment with ETI; provided, however, that nothing in this Section 2.2 shall prohibit Executive from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding publicly traded securities of any corporation which may compete directly or indirectly with ETI.

(a) Executive's death or disability which renders Executive incapable of performing his duties for more than one hundred twenty (120) calendar days in one calendar year or within consecutive calendar years (termination under this
Section 3.1(a) shall be deemed termination without Cause);

(b) for any reason following a determination by the Board of Directors of ETI to terminate Executive's employment (termination under this
Section 3.1(b) shall be deemed termination without Cause); or

(c) "for Cause," which for purposes of this Agreement shall mean that the Executive shall have committed:

(i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with ETI;

(ii) intentional wrongful damage to any material assets of ETI;

(iii) intentional wrongful disclosure of Proprietary Information or Trade Secrets of ETI or its affiliates;

(iv) conviction of a felony or any similar crime involving dishonesty or moral turpitude and carrying a prison term of at least one year (regardless of whether imprisonment is actually imposed);

(v) habitual and debilitating use of alcohol or drugs; or

(d) In the event of a determination by ETI's Board of Directors to terminate Executive's employment under clause (vi) of Section 3.1(c) based solely on the failure of Executive to meet performance expectations, then ETI shall furnish to Executive in writing a notice of proposed termination setting forth a specific statement of the deficiencies in his performance. Executive shall then have a period of ninety (90) days after the giving of such written notice of proposed termination by ETI in which to attempt to effect a cure of the specified deficiencies. If at the end of such ninety (90) day period no such cure has been effected to the reasonable satisfaction of the Board of Directors of ETI, then Executive's employment shall be terminated as of the end of such ninety (90) day period. ETI shall be obligated to provide to Executive only one such notice of proposed termination, and if subsequent to effecting a cure of specified deficiencies the Executive is determined by the Board of Directors to have again failed to meet performance expectations, then his employment may be terminated immediately upon ETI's giving of notice of termination to Executive which specifies his deficiencies in performance.

(i) Such change in duties or position as:

(a) The assignment (other than an occasional temporary assignment) to Executive of any duties not commensurate with Executive's position, duties, responsibilities and status with ETI;

(b) A material change in Executive's reporting responsibilities, (i.e., reporting to a lower tier) or a diminution in Executive's titles or offices; or

(c) A material diminution of Executive's authority or responsibilities.

(ii) A reduction in Executive's base salary specified in
Section 1.3(a) for the calendar year 1997, and a reduction in Executive's base salary in effect for the prior

calendar year for all succeeding years (other than pro rata reductions in compensation for all senior management of ETI and its subsidiaries).

(iii) The requirement that Executive be based anywhere other than within 50 miles of ETI's current offices.

provision to any other person or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal; provided, however, if the provision so held to be invalid, unenforceable or otherwise illegal constituted a material inducement to a party's execution and delivery of this Agreement, such provision shall not be reformed unless prior to any reformation that party agrees to be bound by the reformation.

(a) This Agreement shall be binding upon and inure to the benefit of ETI and any Successor of or to ETI, but shall not be otherwise be assignable or delegable by ETI. "Successor" shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of ETI, whether by sale, merger, consolidation, reorganization or otherwise.

(b) ETI shall require any Successor to agree at the time of becoming a Successor to perform this Agreement to the same extent as the original parties would be required if no succession had occurred.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees and legatees.

(d) This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 4.6.

waiver of similar or dissimilar provision or conditions at the same or at any prior or subsequent time.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

"Company"

ENDEAVOR TECHNOLOGIES INC.

By:  /s/ Jeffrey T. Arnold
   --------------------------------------
   Jeffrey T. Arnold, President and Chief
   Executive Officer

EXECUTIVE

/s/ W. Michael Heekin
-----------------------------------------
W. Michael Heekin

EXHIBIT 10.34

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of February, 1998, by and between ENDEAVOR TECHNOLOGIES INC., a Georgia corporation ("ETI"), and K. ROBERT DRAUGHON, an individual (the "Executive"), and is effective as of the date hereof.

WHEREAS, Executive is expected to make a significant contribution to the success and development of ETI in his role as Director and Chief Financial Officer of ETI; and

WHEREAS, Executive is willing to render services to ETI on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Executive and ETI, including, without limitation, the promises and covenants described herein, the parties hereto, intending to be legally bound, hereby agree as follows:

In his capacity as an officer of ETI, Executive shall report to the CEO of ETI. Executive's authority and responsibility in ETI shall at all times be subject to the review and

discretion of the Board of Directors, who shall have the final authority to make decisions regarding the business of ETI.

price of Two Dollars ($2.00) per each share of Common Stock, Series D acquired upon exercise (subject to customary adjustments). It is agreed that Two Dollars ($ 2.00) is the fair market value of a share as of the effective date hereof. Said Options shall vest and become exercisable in accordance with the following schedule and shall remain exercisable through the fourth anniversary of the effective date of this Agreement, at which time such Options shall expire unless earlier terminated in accordance with the provisions hereof. Such Options shall include a provision requiring Executive to execute and deliver a copy of the Restated Shareholders Agreement (as it may be amended from time to time) among ETI and all of its current shareholders (the "Restated Shareholders Agreement").

Option for
Number of
  Shares          Date Vested and Exercisable
----------        ---------------------------
 88,333           February 2, 1998

 44,167           February 2, 1999

 44,167           February 2, 2000

 88,333           February 2, 2001

At the effective time and date of a registration statement filed under the 1993 Act for a public offering of any series of ETI's shares, one-half (1/2) of the Options held by Executive which then have not vested and become exercisable under the above vesting schedule will immediately vest and become exercisable. All Options shall vest and become exercisable upon a Change of Control of ETI which occurs subsequent to the effective time and date of a registration statement filed under the Securities Act of 1933 ("1933 Act") for a public offering of any series of ETI's shares. For purposes of this Section 1.5(a), a "Change of Control" shall mean a change of the possession, direct or indirect, of the power to direct or cause the direction of management and policies of ETI, whether through ownership of voting securities, by contract (other than a commercial contract for goods or non-management services), or otherwise. Without limitation, a Change of Control shall be deemed to have occurred if any person or entity that is not on the date hereof the beneficial owner of any securities of ETI becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of ETI's outstanding voting securities ordinarily having the right to vote for the election of directors of ETI.

Options from the Executive at a price per share equal to the difference between the exercise price of such Options and the per share Fair Market Value of the shares of Common Stock underlying such Options determined as of or before the thirtieth (30th) day following the date such notice of voluntary resignation was given, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of this Subsection 1.5(b) set forth below. Furthermore, in the event Executive voluntarily resigns his employment with ETI and no registration statement filed under the 1933 Act for a public offering of any series of ETI's shares has become effective, then ETI in its sole discretion may purchase any shares of Common Stock previously obtained by Executive upon his exercise of any Options for an amount equal to the Fair Market Value of such shares of Common Stock. Any such repurchase of shares by ETI shall be accomplished within 180 days after such receipt of such notice of resignation.

(ii) In the event that Executive's employment with ETI shall be terminated by ETI for Cause after February 1, 1999 or at any time without Cause, all then outstanding and unexercised Options shall become exercisable in full as of the date such notice of termination was given by ETI and shall remain exercisable in full for a period of 120 days after the date such notice to termination was given. ETI shall have the option at its sole discretion to purchase any unexercised Options from the Executive at a price per share equal to the difference between the exercise price of such Options and the per share Fair Market Value of the shares of Common Stock underlying such Options determined as of or before the thirtieth (30th) day following the date such notice of termination was given by ETI, with the Fair Market Value of such shares of Common Stock to be determined in the manner set forth in clause (iv) of Subsection 1.5(b) appearing below. Furthermore, if no registration statement filed under the 1933 Act for a public offering of any series of ETI's Common Stock has become effective, then ETI in its sole discretion may repurchase any shares of Common Stock previously obtained by Executive upon the exercise of any Options for an amount equal to the Fair Market Value of such shares of the shares of Common Stock. Any such repurchase of the shares of Common Stock shall be accomplished within 180 days after the date such notice of termination was given by ETI.

(iii) In the event Executive's employment with ETI shall be terminated by ETI for Cause on or before February 1, 1999, all then outstanding Options will be canceled, and, if no registration statement filed under the 1933 Act for a public offering of any series of ETI's Common Stock has become effective, then ETI in its sole discretion may repurchase any shares of Common Stock previously obtained by Executive upon his exercise of any Options for an amount equal to the aggregate amount paid by Executive to ETI in connection with the exercise price of such Options plus interest at eight percent per annum for the period Executive owned the Common Stock. Any such repurchase of the shares of Common Stock shall be accomplished within 180 days after such notice of termination.

(iv) The Fair Market Value of a share of Common Stock, Series D on the date specified by ETI shall mean (i) the closing sales price of the Common Stock of ETI on such date on the national securities exchange (treating the NASDAQ National Market System as a national securities exchange) having the greatest volume of trading in the Common Stock

during the thirty (30) day period preceding the day the value is to be determined or, if such exchange was not open for trading on such date, the next preceding date on which it was open; (ii) if the Common Stock is not traded on any national securities exchange, the average of the closing high bid and low asked prices of the Common Stock on the over-the-counter market, in arms-length transactions not involving an affiliate of ETI, on the day such value is to be determined, or in the absence of closing bids on such day, the closing bids on the next preceding day on which there were bids; (iii) if the Common Stock also is not traded on the over-the-counter market, the average net proceeds per share received or the price paid by ETI with respect to shares of Common Stock of any series sold or purchased by ETI in arms length transactions during the ninety
(90) days preceding the day the value is to be determined; or (iv) if no such purchase or sale transactions by ETI have occurred within such ninety (90) day period, the fair market value as determined in good faith by the Board of Directors of ETI based on (a) such relevant facts as may be available to such Board, which may include opinions of independent experts, the price at which recent purchases or sales have been made by third parties, the book value per share of the Common Stock, and the ETI's current and future earnings or (b) an independent appraisal, conducted at ETI's expense, by a qualified financial appraiser who is reasonably satisfactory to both ETI and Executive, provided that the selection of method (a) or (b) shall be by mutual agreement of the Board and Executive.

Executive will abide by ETI's policies and regulations, as established from time to time, for the protection of its Proprietary Information. Executive acknowledges that all records, files, data, documents and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, technology and other materials relating to ETI or its affiliated entities shall be and remain the sole property of ETI and/or such affiliated entity and shall, upon the request of ETI, turn over all copies of such Proprietary Information to ETI (together with a written statement certifying as to his compliance with the foregoing).

During the term of his employment with ETI, and for a period of one
(1) year thereafter, Executive shall not directly or indirectly, through one or more intermediaries or otherwise, solicit, direct or appropriate, or attempt to solicit, direct or appropriate any individual or entity which was, at the time of termination of Executive's employment, a customer or client of ETI for the purpose of providing a service or product to such customer or client which is the same type of service or product offered or provided by ETI at the time of termination of Executive's employment, with ETI.

During the Executive's employment with ETI, and for the one (1) year period following the termination of Executive's employment with ETI for any reason, Executive shall not, without the prior written consent of the Board of Directors, which consent may be withheld at the sole discretion of the Board of Directors, engage or participate in, as a business executive or equity owner, the management or conduct of any business or enterprise that directly competes in any geographical area with any line of business in which ETI was engaged in at the time of termination of Executive's employment with ETI; provided, however, that nothing in this Subsection 2.2 shall prohibit Executive from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding publicly traded securities of any corporation which may compete directly or indirectly with ETI.

(a) Executive's death or disability which renders Executive incapable of performing his duties for more than one hundred twenty (120) calendar days in one calendar year or within consecutive calendar years (termination under this
Section 3.1(a) shall be deemed termination without Cause);

(b) for any reason following a determination by the Board of Directors of ETI to terminate Executive's employment (termination under this Section 3.1(b) shall be deemed termination without Cause); or

(c) "for Cause," which for purposes of this Agreement shall mean that the Executive shall have committed or engaged in:

(i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with ETI;

(ii) intentional wrongful damage to any material assets of ETI;

(iii) intentional wrongful disclosure of Proprietary Information or Trade Secrets of ETI or its affiliates;

(iv) a felony or any similar crime involving dishonesty or moral turpitude;

(v) the habitual and debilitating use of alcohol or drugs; or

(d) In the event of a determination by ETI's Board of Directors to terminate Executive's employment under clause (vi) of Section 3.1(c) based solely on the failure of Executive to meet performance expectations, then ETI shall furnish to Executive in writing a notice of proposed termination setting forth a specific statement of the deficiencies in his performance. Executive shall then have a period of ninety (90) days after the giving of such written notice of proposed termination by ETI in which to attempt to effect a cure of the specified deficiencies. If at the end of such ninety (90) day period no such cure has been effected to the reasonable satisfaction of the Board of Directors of ETI, then Executive's employment shall be terminated as of the end of such ninety (90) day period. ETI shall be obligated to provide to Executive only one such notice of proposed termination, and if subsequent to effecting a cure of specified deficiencies the Executive is determined by the Board of Directors to have again failed to meet performance expectations, then his employment may be terminated immediately upon ETI's giving of notice of termination to Executive which specifies his deficiencies in performance.

Executive by ETI. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in a writing signed by all parties hereto.

(a) This Agreement shall be binding upon and inure to the benefit of ETI and any Successor of or to ETI, but shall not be otherwise be assignable or delegable by ETI. "Successor" shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of ETI, whether by sale, merger, consolidation, reorganization or otherwise.

(b) ETI shall require any Successor to agree at the time of becoming a Successor to perform this Agreement to the same extent as the original parties would be required if no succession had occurred.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributes and legatees.

(d) This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 4.6.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

ENDEAVOR TECHNOLOGIES INC.

By:  /s/ Jeffrey T. Arnold
     ---------------------
     Jeffrey T. Arnold
     Chief Executive Officer

EXECUTIVE

/s/ K. Robert Draughon
----------------------
K. Robert Draughon

EXHIBIT 10.35

This Memorandum of Understanding ("MOU") is entered into effective as of the 6/th/ day of July, 1998, by and among William Porter Payne, a resident of the State of Georgia ("Payne"), Premiere Technologies, Inc., a Georgia corporation ("Premiere"), and Endeavor Technologies, Inc., a Georgia corporation ("Endeavor").

WHEREAS, effective May 22, 1998, Premiere and Payne agreed that Payne would be employed by Premiere's wholly-owned subsidiary, Orchestrate.com, Inc. ("Orchestrate"), and, in respect of such service, would enter into a two-year employment agreement with Premiere providing for (i) a salary of $750,000 per year, (ii) a minimum bonus of $250,000 per year, (iii) a car allowance of $1,000 per month and (iv) options to purchase 500,000 shares of Common Stock of Premiere, in addition to certain other benefits and remuneration agreed upon by the parties at such time, which agreement was reflected in and subsumed by an Executive Employment and Incentive Option Agreement dated July 6, 1998 between Premiere and Payne (the "Payne Employment Agreement");

WHEREAS, as Chairman of Orchestrate, one of Payne's principal duties is to assist Endeavor in the development of its business for the purpose of increasing revenue opportunities for Premiere and enhancing the value of Premiere's interest in Endeavor, recognizing that (i) Premiere is a substantial shareholder of Endeavor and (ii) Endeavor represents an important channel for the distribution of Premiere's "Orchestrate" family of products;

WHEREAS, in entering into the Payne Employment Agreement, the parties contemplated that Payne, acting in his capacity as Chairman of Orchestrate, would play a significant role in the development of Endeavor's "WebMD" product, and that Endeavor would also compensate Payne for such assistance through the grant to Payne of an option to purchase 200,000 shares of Common Stock of Endeavor at an exercise price of $2.00 per share;

WHEREAS, Premiere and Endeavor have determined that Payne's services to Endeavor are so valuable to Endeavor that it is both useful and appropriate for Endeavor to reimburse Premiere for a portion of his services as an employee of Premiere;

WHEREAS, Premiere and Endeavor are prepared to share Payne's services on the basis described herein; and

WHEREAS, to avoid future disputes, ambiguities and conflicts of interest, each of Payne, Premiere and Endeavor desire to set forth in writing the nature of the sharing arrangement they are prepared to enter into with respect to Payne's services.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this MOU, the parties hereto agree as follows:

1. SHARING ARRANGEMENT. Each of Payne, Premiere and Endeavor agrees that, notwithstanding that Payne is a full-time employee of Premiere or the contrary provisions of the Payne Employment Agreement, Payne may devote up to 60% of his time (or roughly three days a week) directly to the business of Endeavor. As an employee of Premiere, Payne shall have the title of Chairman of Orchestrate. In his service to Endeavor, Payne may serve as a member of its Board of Directors and have the title of Vice Chairman, but shall not otherwise serve as an officer or employee of Endeavor. Without Premiere's prior written consent, in his service to Endeavor, Payne shall not carry any title that implies that he serves as an employee of Endeavor. The Board of Directors of Endeavor shall act expeditiously to create a vacancy on the Board and to appoint Payne to fill that vacancy as soon as possible. Payne's appointment to the Board of Directors of Endeavor shall not fulfill Endeavor's obligation to appoint a Premiere designated director to the Board of Endeavor pursuant to Section 2 of the First Amendment to Restated Shareholders Agreement of Endeavor Technologies, Inc. dated December 15, 1997.

2. COMPENSATION. Effective as of August 6, 1998, for the balance of the two-year term of Payne's agreed-upon employment with Premiere, Endeavor agrees to reimburse Premiere for one-half of (i) Payne's salary of $750,000 per year,
(ii) minimum bonus of $250,000 per year and (iii) automobile allowance of $1,000 per month provided under the Payne Employment Agreement.

Endeavor shall be obligated to indemnify Payne for his service to Endeavor pursuant to a standard form of Indemnification Agreement between Endeavor and its directors. Endeavor has previously agreed to provide Payne options to purchase 200,000 shares of Common Stock of Endeavor at an exercise price of $2.00 per share in connection with its efforts to recruit Payne to Endeavor's Board of Directors, and it will honor this agreement.

Except as set forth in this Section 2, Endeavor shall have no further compensation obligations to Payne or Premiere relating to Payne's employment, but shall reimburse Payne in accordance with its corporate policies for expenses incurred by Payne in discharging the business of Endeavor.

3. OFFICE AND STAFF RESOURCES. As Payne's employer, Premiere shall provide Payne (i) an office at Premiere's headquarters in Atlanta, Georgia and
(ii) a secretary. All of the expenses associated with such arrangements shall be borne by Premiere.

4. RESPONSIBILITIES. Premiere and Endeavor agree that the principal services offered by Payne to them involve the establishment and/or continuation of sales and marketing efforts and the creation of strategic relationships principally with large corporations. In order to reduce the potential that Payne's sales and marketing efforts on behalf of one company may conflict with his efforts on behalf of the other company, each of Payne, Premiere and Endeavor agrees that:

(a) On behalf of Endeavor, Payne's responsibilities will be directed toward the establishment of Endeavor as a leading provider of healthcare-related Internet services, including healthcare content and turnkey solutions, delivered (at least in part) through Premiere's Orchestrate(R) service and network. In this capacity, Payne will seek to create strategic relationships and/or sales relationships with healthcare organizations, providers and insurers and the providers of healthcare information and other healthcare- related "content" delivered via the Internet. Payne and Endeavor agree with Premiere that business opportunities and potential strategic relationships that involve the marketing, sale or provision of communications services or solutions via the Internet, private data networks or the public switched telephone network, including without limitation long distance calling cards, voice messaging services, enhanced document distribution services, conferencing services, unified messaging services, or other services commonly understood by Premiere and Endeavor as elements of Premiere's Orchestrate(R) service (whether involving the provision of communications services through the Internet, private data networks or via the public switched telephone network) (collectively, "Enhanced Communications Services") shall be directed to Premiere; and

(b) On behalf of Premiere, Payne's marketing and sales efforts will be directed to the continuation of Premiere as a leading provider of Enhanced Communications Services, including without limitation, the establishment of Orchestrate(R) as the leading Web-enabled enhanced communications solution. In this capacity, Payne will provide marketing and sales services, as directed by the Chairman or President of Premiere, on behalf of Premiere and each of its subsidiaries, and will seek to create strategic relationships and/or sales relationships with entities or organizations who may themselves, or whose customers may, seek Enhanced Communications Services, including without limitation, Orchestrate(R) services. Payne and Premiere agree with Endeavor that business opportunities and potential strategic relationships that involve the marketing, sale or provision of healthcare-related Internet services such as content and turnkey solutions shall be directed to Endeavor.

Any facts raising conflicts or potential conflicts in terms of Payne's allegiances shall be reported to the Chief Executive Officers of the Company and Endeavor for an appropriate, mutually acceptable resolution. Such conflicts or potential conflicts shall include, without limitation, any such conflicts or potential conflicts arising from the expansion of either party's business beyond the scope of such business as presently conducted.

5. EXCULPATORY PROVISION. Premiere shall not be liable for, and Payne and Endeavor hereby agree to hold Premiere harmless against, any loss, cost, liability or expense (including attorneys' fees and costs and expenses of investigation) directly or indirectly occurring or arising from actions taken by Payne (or omissions or failures to act on his part) occurring in the course of Payne's service to Endeavor or any subsidiary or affiliate thereof.

Endeavor shall not be liable for, and Payne and Premiere hereby agree to hold Endeavor harmless against, any loss, cost, liability or expense (including attorneys' fees and costs and expenses of investigation) directly or indirectly occurring or arising from actions taken by Payne (or omissions or failures to act on his part) occurring in the course of Payne's employment to Premiere or any subsidiary or affiliate thereof.

6. BINDING INTENT; GOVERNING LAW. This MOU shall constitute a binding and enforceable agreement among the parties hereto with respect to the subject matter hereof. This MOU shall be governed by and construed in accordance with the laws of the State of Georgia, and may be executed in counterparts, all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this MOU effective as of the 6th day of July, 1998.

WILLIAM PORTER PAYNE

/s/ William Porter Payne
-------------------------------

ENDEAVOR TECHNOLOGIES, INC.

By:  /s/ W. Michael Heekin
     --------------------------
Its:  Chief Operating Officer
      -------------------------

PREMIERE TECHNOLOGIES, INC.

By:  /s/ Boland T. Jones
     --------------------------
Its:  Chief Executive Officer
      -------------------------

EXHIBIT 10.36

WEBMD, INC.

AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN

WEBMD, INC.
AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS
                               -----------------

                                                          Page
                                                          ----
ARTICLE I - DEFINITIONS...................................  1
           1.1  "Award"...................................  1
           1.2  "Board"...................................  1
           1.3  "Change in Control".......................  1
           1.4  "Code"....................................  1
           1.5  "Committee"...............................  2
           1.6  "Company".................................  2
           1.7  "Covered Employees".......................  2
           1.8  "Director"................................  2
           1.9  "Disinterested Person"....................  2
          1.10  "Employee"................................  2
          1.11  "Employer"................................  2
          1.12  "Exchange Act"............................  2
          1.13  "Exercise Price"..........................  2
          1.14  "Fair Market Value".......................  2
          1.15  "Grantee".................................  3
          1.16  "Incentive Stock Option"..................  3
          1.17  "Non-Employee Director"...................  3
          1.18  "Officer".................................  3
          1.19  "Option"..................................  3
          1.20  "Optionee"................................  3
          1.21  "Outside Director"........................  3
          1.22  "Parent"..................................  3
          1.23  "Permitted Transferee"....................  3
          1.24  "Plan"....................................  3
          1.25  "Purchasable".............................  4
          1.26  "Qualified Domestic Relations Order"......  4
          1.27  "Reload Option"...........................  4
          1.28  "Restricted Stock"........................  4
          1.29  "Restriction Agreement"...................  4
          1.30  "Section 16 Insider"......................  4
          1.31  "Stock"...................................  4
          1.32  "Stock Option Agreement"..................  4
          1.33  "Subsidiary"..............................  4

ARTICLE II - THE PLAN.....................................  4
           2.1  Name......................................  4

                                      -i-

           2.2  Purpose...................................  4
           2.3  Effective Date............................  5

ARTICLE III - PARTICIPANTS................................  5

ARTICLE IV -  ADMINISTRATION..............................  5
           4.1  Duties and Powers of the Committee........  5
           4.2  Interpretation; Rules.....................  6
           4.3  No Liability..............................  6
           4.4  Majority Rule.............................  6
           4.5  Company Assistance........................  6
ARTICLE V - SHARES OF STOCK SUBJECT TO PLAN...............  6
           5.1  Limitations...............................  6
           5.2  Antidilution..............................  7

ARTICLE VI - OPTIONS......................................  8
           6.1  Types of Options Granted..................  8
           6.2  Option Grant and Agreement................  9
           6.3  Optionee Limitations......................  9
           6.4  $100,000 Limitation.......................  9
           6.5  Exercise Price............................  10
           6.6  Exercise Period...........................  10
           6.7  Option Exercise...........................  10
           6.8  Reload Options............................  11
           6.9  Nontransferability of Option..............  12
          6.10  Termination of Employment or Service......  12
          6.11  Employment Rights.........................  12
          6.12  Certain Successor Options.................  12
          6.13  Effect of Change in Control...............  12

ARTICLE VII - RESTRICTED STOCK............................  13
           7.1  Awards of Restricted Stock................  13
           7.2  Non-Transferability.......................  13
           7.3  Lapse of Restrictions.....................  13
           7.4  Termination of Employment.................  13
           7.5  Treatment of Dividends....................  14
           7.6  Delivery of Shares........................  14

ARTICLE VIII -  STOCK CERTIFICATES........................  14

  ARTICLE IX -  TERMINATION AND AMENDMENT OF PLAN.........  15

   ARTICLE X -  RELATIONSHIP TO OTHER COMPENSATION PLANS..  15

  ARTICLE XI -  MISCELLANEOUS.............................  15
          11.1  Performance Goals.........................  15

                                      -ii-

          11.2  Replacement or Amended Grants.............  16
          11.3  Forfeiture Provisions.....................  16
          11.4  Plan Binding on Successors................  16
          11.5  Singular, Plural; Gender..................  16
          11.6  Headings, etc.............................  16
          11.7  Interpretation............................  16

WEBMD, INC.
AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN

ARTICLE I
DEFINITIONS

As used herein, the following terms have the following meanings unless the context clearly indicates to the contrary:

1.1 "Award" shall mean a grant of Restricted Stock.

1.2 "Board" shall mean the Board of Directors of the Company.

1.3 "Change in Control" shall mean the occurrence of either of the following events:

(a) A change in the composition of the Board of Directors as a result of which fewer than one-half of the incumbent directors are directors who either:

(i) Had been directors of the Company 24 months prior to such change; or

(ii) Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the directors who had been directors of the Company 24 months prior to such change and who were still in office at the time of the election or nomination; or

(b) Any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act), other than any person who is a shareholder of the Company on or before the effective date of the Plan, by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that any change in the relative beneficial ownership of the Company's securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person's ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person's beneficial ownership of any securities of the Company.

1.4 "Code" shall mean the United States Internal Revenue Code of 1986, including effective date and transition rules (whether or not codified). Any reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of future law.

1.5 "Committee" shall mean a committee of at least two Directors appointed from time to time by the Board, having the duties and authority set forth herein in addition to any other authority granted by the Board. In selecting the Committee, the Board shall consider (i) the benefits under Section 162(m) of the Code of having a Committee composed of Outside Directors for Options granted to Covered Employees, if and when and to the extent such Section applies to the Company, and (ii) the benefits under Rule 16b-3 of having a Committee composed of either the entire Board or a Committee of at least two Directors who are Non-Employee Directors for Options granted to or held by any
Section 16 Insider, if and when such rule applies with respect to officers and directors of the Company. At any time that the Board shall not have appointed a committee as described above, any reference herein to the Committee shall mean the Board.

1.6 "Company" shall mean WebMD, Inc., a Georgia corporation.

1.7 "Covered Employees" shall have the meaning set forth in Code Section 162(m)(3) and the regulations promulgated thereunder.

1.8 "Director" shall mean a member of the Board and any person who is an advisory, honorary or emeritus director of the Company if such person is considered a director for the purposes of Section 16 of the Exchange Act, as determined by reference to such Section 16 and to the rules, regulations, judicial decisions, and interpretative or "no-action" positions with respect thereto of the Securities and Exchange Commission, as the same may be in effect or set forth from time to time.

1.9 "Disinterested Person" shall have the meaning set forth in Rule 16b-3 under the Exchange Act, as the same may be in effect from time to time, or in any successor rule thereto, and shall be determined for all purposes under the Plan according to interpretative or "no-action" positions with respect thereto issued by the Securities and Exchange Commission.

1.10 "Employee" shall mean an employee of the Employer.

1.11 "Employer" shall mean the corporation that employs a Grantee.

1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934. Any reference herein to a specific section of the Exchange Act shall be deemed to include a reference to any corresponding provision of future law.

1.13 "Exercise Price" shall mean the price at which an Optionee may purchase a share of Stock under a Stock Option Agreement.

1.14 "Fair Market Value" on any date shall mean (i) the closing sales price of the Stock, regular way, on such date on the national securities exchange having the greatest volume of trading in the Stock during the thirty- day period preceding the day the value is to be determined or, if such exchange was not open for trading on such date, the next preceding date on which it was open; (ii) if the Stock is not traded on any national securities exchange, the average of the closing high bid and low asked prices of the Stock on the over- the-counter

market on the day such value is to be determined, or in the absence of closing bids on such day, the closing bids on the next preceding day on which there were bids; or (iii) if the Stock also is not traded on the over-the-counter market, the fair market value as determined in good faith by the Board or the Committee based on such relevant facts as may be available to the Board, which may include opinions of independent experts, the price at which recent sales have been made, the book value of the Stock, and the Company's current and future earnings.

1.15 "Grantee" shall mean a person who is an Optionee or a person who has received an Award of Restricted Stock.

1.16 "Incentive Stock Option" shall mean an option to purchase any stock of the Company which complies with and is subject to the terms, limitations, and conditions of Section 422 of the Code and any regulations promulgated with respect thereto.

1.17 "Non-Employee Director" shall have the meaning set forth in Rule 16b-3 under the Exchange Act, as the same may be in effect from time to time, or in any successor rule thereto, and shall be determined for all purposes under the Plan according to interpretative or "no-action" positions with respect thereto issued by the Securities and Exchange Commission.

1.18 "Officer" shall mean a person who constitutes an officer of the Company for the purposes of Section 16 of the Exchange Act, as determined by reference to such Section 16 and to the rules, regulations, judicial decisions, and interpretative or "no-action" positions with respect thereto of the Securities and Exchange Commission, as the same may be in effect or set forth from time to time.

1.19 "Option" shall mean an option, whether or not an Incentive Stock Option, to purchase Stock granted pursuant to the provisions of Article VI hereof.

1.20 "Optionee" shall mean a person to whom an Option has been granted hereunder.

1.21 "Outside Director" shall have the meaning set forth in Code Section 162 and the regulators promulgated thereunder.

1.22 "Parent" shall mean any corporation (other than the Employer) in an unbroken chain of corporations ending with the Employer if, at the time of the grant (or modification) of the Option, each of the corporations other than the Employer owns stock possessing 50 percent or more of the total combined voting power of the classes of stock in one of the other corporations in such chain.

1.23 "Permitted Transferee" shall mean, with respect to an Optionee, any member of such Optionee's immediate family and any charitable, religious, scientific, or educational organization, contributions to which are deductible for federal or state income tax purposes, and any trust or other vehicle for the benefit of such a family member or organization.

1.24 "Plan" shall mean the WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, the terms of which are set forth herein.

1.25 "Purchasable" shall refer to Stock which may be purchased by an Optionee under the terms of this Plan on or after a certain date specified in the applicable Stock Option Agreement.

1.26 "Qualified Domestic Relations Order" shall have the meaning set forth in the Code or in the Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated under the Code or such Act.

1.27 "Reload Option" shall have the meaning set forth in Section 6.8 hereof.

1.28 "Restricted Stock" shall mean Stock issued, subject to restrictions, to a Grantee pursuant to Article VII hereof.

1.29 "Restriction Agreement" shall mean the agreement setting forth the terms of an Award and executed by a Grantee as provided in Section 7.1 hereof.

1.30 "Section 16 Insider" shall mean any person who is subject to the provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to the Exchange Act.

1.31 "Stock" shall mean the Common Stock, no par value, of the Company, as adjusted pursuant to Section 5.2 hereof.

1.33 "Subsidiary" shall mean any corporation (other than the Employer) in an unbroken chain of corporations beginning with the Employer if, at the time of the grant (or modification) of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

ARTICLE II
THE PLAN

the Options and Awards is to promote the growth and profitability of the Company and its Subsidiaries because the Grantees will be provided with an additional incentive to achieve the Company's objectives through participation in its success and growth and by encouraging their continued association with or service to the Company. In particular, with respect to the issuance of Options to employees, the purpose of the Plan also includes to attract, retain and reward employees, to increase identification with the Company's interests, and to provide incentive for remaining with and enhancing the value of the Company over the long term.

ARTICLE III
PARTICIPANTS

The class of persons eligible to participate in the Plan shall consist of all persons whose participation in the Plan the Committee determines to be in the best interests of the Company, which shall include, but not be limited to, employees, Officers and Directors, including but not limited to executive personnel, of the Company or any Subsidiary, as well as key consultants and advisors to the Company or any Subsidiary and employees of the Company's suppliers and contractors.

ARTICLE IV
ADMINISTRATION

an election to surrender an Option or Award in exchange for the grant of a new Option or Award, and shall have the authority to amend or modify an outstanding Option Agreement or Restriction Agreement, or to waive any provision thereof, provided that the Grantee consents to such action.

ARTICLE V

SHARES OF STOCK SUBJECT TO PLAN

with Article IX, provided that the total number of shares of Stock issuable pursuant to Incentive Stock Options may not be increased to more than five million (5,000,000) (other than pursuant to antidilution adjustments) without shareholder approval. Shares subject to an Option or issued as an Award may be either authorized and unissued shares or shares issued and later acquired by the Company. The shares covered by any unexercised portion of an Option that has terminated for any reason (except as set forth in the following paragraph), or any forfeited portion of an Award, may again be optioned or awarded under the Plan, and such shares shall not be considered as having been optioned or issued in computing the number of shares of Stock remaining available for option or award hereunder.

(i) The aggregate number and kind of shares of Stock for which Options or Awards may be granted hereunder shall be adjusted proportionately by the Committee; and

(ii) The rights of Optionees (concerning the number of shares subject to Options and the Exercise Price) under outstanding Options and the rights of the holders of Awards (concerning the terms and conditions of the lapse of any then-remaining restrictions), shall be adjusted proportionately by the Committee.

(b) If the Company shall be a party to any reorganization in which it does not survive, involving merger, consolidation, or acquisition of the stock or substantially all the assets of the Company, the Committee, in its discretion, may:

(i) notwithstanding other provisions hereof, declare that all Options granted under the Plan shall become exercisable immediately notwithstanding the provisions of the respective Option Agreements regarding exercisability, that all such Options shall terminate 30 days after the Committee gives written notice of the immediate right to exercise all such Options and of the decision to terminate all Options not exercised within such 30-day period, and that all then- remaining restrictions pertaining to Awards under the Plan shall immediately lapse; and/or

(ii) notify all Grantees that all Options or Awards granted under the Plan shall be assumed by the successor corporation or substituted on an equitable basis with options or restricted stock issued by such successor corporation.

ARTICLE VI
OPTIONS

Separate Option Agreements may be used for Options intended to be Incentive Stock Options and those not so intended, but any failure to use such separate agreements shall not invalidate, or otherwise adversely affect the Optionee's interest in, the Options evidenced thereby.

(a) is not an employee of the Company or any of its Subsidiaries; or

Incentive Stock Option the granting or modification of which resulted in the exceeding of such limit shall be treated as an Incentive Stock Option up to the limitation and the excess shall be treated as an Option not qualifying as an Incentive Stock Option.

(a) Unless otherwise provided in the Stock Option Agreement or Section 6.6 hereof, an Option may be exercised at any time or from time to time during the term of the Option as to any or all full shares which have become Purchasable under the provisions of the Option, but not at any time as to less than 100 shares unless the remaining shares that have become so Purchasable are less than 100 shares. The Committee shall have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option.

(b) An Option shall be exercised by (i) delivery to the Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the Company at that office of the full amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the stockbroker).

fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate option price); provided further, that the Board may provide in a Stock Option Agreement or may otherwise determine in its sole discretion at the time of exercise that, in lieu of cash or shares, all or a portion of the Exercise Price may be paid by the Optionee's execution of a recourse note equal to the Exercise Price or relevant portion thereof, subject to compliance with applicable state and federal laws, rules and regulations.

(e) The holder of an Option shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued and transferred to the Optionee upon the exercise of the Option.

(b) Unless provided otherwise in the Stock Option Agreement, a Reload Option may not be exercised by an Optionee (i) prior to the end of a one-year period from the date that the Reload Option is granted, and (ii) unless the Optionee retains beneficial ownership

of the shares of Stock issued to such Optionee upon exercise of the Option referred to above in Section 6.8(a) for a period of one year from the date of such exercise.

(b) Except as provided above and unless provided otherwise in the Stock Option Agreement, Optionees and Permitted Transferees of Optionees may transfer Options to any person, including a broker-dealer, but the Option shall not be transferable by any person other than an Optionee or Permitted Transferee except by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order. Except as provided above and unless provided otherwise in the Stock Option Agreement, Options shall be exercisable by any person to whom such Option has been validly transferred.

Change in Control will occur with respect to the Company, then the Committee may determine that all outstanding Options shall be exercisable on an accelerated basis.

ARTICLE VII
RESTRICTED STOCK

Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Award is granted, provided that the Grantee has executed the Restriction Agreement governing the Award, the appropriate blank stock powers and, in the discretion of the Committee, an escrow agreement and any other documents which the Committee may require as a condition to the issuance of such Shares. If a Grantee shall fail to execute the foregoing documents within any time period prescribed by the Committee, the Award shall be void. At the discretion of the Committee, Shares issued in connection with an Award shall be deposited together with the stock powers with an escrow agent designated by the Committee. Unless the Committee determines otherwise and as set forth in the Restriction Agreement, upon delivery of the Shares to the escrow agent, the Grantee shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.

ARTICLE VIII
STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or any portion thereof, or deliver any certificate for shares of Restricted Stock granted hereunder, prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on which the Stock is then listed;

(b) The completion of any registration or other qualification of such shares which the Committee shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body;

(c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which the Committee shall determine to be necessary or advisable; and

(d) The lapse of such reasonable period of time following the exercise of the Option as the Board from time to time may establish for reasons of administrative convenience.

Stock certificates issued and delivered to Grantees shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state securities laws.

ARTICLE IX
TERMINATION AND AMENDMENT OF PLAN

(a) Increase the total number of shares of Stock issuable pursuant to Incentive Stock Options under the Plan or materially increase the number of shares of Stock subject to the Plan, in each case except as contemplated in
Section 5.2 hereof;

(b) Change the class of employees eligible to receive Incentive Stock Options that may participate in the Plan or materially change the class of persons that may participate in the Plan; or

(c) Otherwise materially increase the benefits accruing to participants under the Plan.

No termination or amendment modification of the Plan shall affect adversely a Grantee's rights under an Option Agreement or Restriction Agreement without the consent of the Grantee or his legal representative.

ARTICLE X
RELATIONSHIP TO OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option, incentive, or other compensation plans in effect for the Company or any of its Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of its Subsidiaries from establishing any other form of incentive or other compensation plan for employees or Directors of the Company or any of its Subsidiaries.

ARTICLE XI
MISCELLANEOUS

basis, the Committee shall establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be permitted under Code Section 162(m) or the regulations thereunder). Any payment of an Award granted with performance goals shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied.

deduction limits of Code Section 162(m) and the regulations thereunder shall not apply to compensation payable under this Plan until the expiration of the reliance period described in Treasury Regulation 1.162-27(f) or any successor regulation.

* * * * *

Exhibit A to WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan Form of Stock Option Agreement

WEBMD, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this _____ day of ______________________, by and between WebMD, Inc., a Georgia corporation (the "Company"), and __________________ (the "Optionee").

WHEREAS, on ___________________, the Board of Directors and shareholders of the Company adopted a stock option plan known as the "WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan" (the "Plan"); and

WHEREAS, the Committee has granted the Optionee a stock option to purchase the number of shares of the Company's common stock as set forth below, and in consideration of the granting of that stock option the Optionee intends to remain in the employ of the Company; and

WHEREAS, the Company and the Optionee desire to enter into a written agreement with respect to such option in accordance with the Plan.

NOW, THEREFORE, as an employment incentive and to encourage stock ownership, and also in consideration of the mutual covenants contained herein, the parties hereto agree as follows.

shall be an amount not less than the Fair Market Value of a share of Stock as of the Date of Grant (as defined in Section 11 below) if the Option is an Incentive Stock Option.

(a) No Incentive Stock Option shall be transferable by an Optionee other than by will or the laws of descent and distribution, and no Option shall be transferable by an Optionee who is a Section 16 Insider prior to shareholder approval of the Plan or, after such approval, other than by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order. During the lifetime of an Optionee, Incentive Stock Options shall be exercisable only by such Optionee (or by such Optionee's guardian or legal representative, should one be appointed).

the number of shares specified in such notice registered in the name of the person exercising this Option.

(a) Except as otherwise specified in Schedule A hereto, in the event of the termination of the Optionee's employment with the Company or any of its Subsidiaries, other than a termination that is either (i) for cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or disability or retirement, the Optionee may exercise this Option at any time within 30 days after such termination to the extent of the number of shares which were Purchasable hereunder at the date of such termination.

(b) Except as specified in Schedule A attached hereto, in the event of a termination of the Optionee's employment that is either (i) for cause or (ii) voluntary on the part of the Optionee and without the written consent of the Company, this Option, to the extent not previously exercised, shall terminate immediately and shall not thereafter be or become exercisable.

(c) Unless and to the extent otherwise provided in Exhibit A hereto, in the event of the retirement of the Optionee at the normal retirement date as prescribed from time to time by the Company or any Subsidiary, the Optionee shall continue to have the right to exercise any Options for shares which were Purchasable at the date of the Optionee's retirement. This Option does not confer upon the Optionee any right with respect to continuance of employment by the Company or by any of its Subsidiaries. This Option shall not be affected by any change of employment so long as the Optionee continues to be an employee of the Company or one of its Subsidiaries.

was an employee of the Company at the time of death, this Option may be so exercised to the extent of the number of shares that were Purchasable hereunder at the date of death. If the Optionee's employment terminated prior to his or her death, this Option may be exercised only to the extent of the number of shares covered by this Option which were Purchasable hereunder at the date of such termination.

(a) Forfeiture Of Option gain and unexercised Options if Employee engages in certain activities. If, at any time within (a) the term of this Option or (b) within one year after termination of employment or (c) within one year after the exercise any portion of this Option, whichever is the latest, Optionee engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to Optionee's employment for which either criminal or civil penalties against Optionee may be sought, (ii) violation of Company policies, including, without limitation, the Company's insider trading policy, (iii) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Company, including employing or recruiting any present, former or future employee of the Company,
(iv) disclosing or misusing any confidential information or material concerning the Company, or (v) participating in a hostile takeover attempt, then (1) this Option shall terminate effective the date on which

Optionee enters into such activity, unless terminating sooner by operation of another term or condition of this Option or the Plan, and (2) any option gain realized by Optionee from exercising all or a portion of this Option shall be paid by Optionee to the Company.

(b) Right of Set-off. By accepting this Agreement, Optionee consents to a deduction from any amounts the Company owes Optionee from time to time (including amounts owed to Optionee as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Optionee by the Company), to the extent of the amounts Optionee owes the Company under paragraphs (a) and (b) of this Section 14 above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount Optionee owes it, calculated as set forth above, Optionee agrees to pay immediately the unpaid balance to the Company.

(c) Committee Discretion. Optionee may be released from Optionee's obligations under paragraphs (a), (b) and (c) of this Section 14 only if the Committee (or its duly appointed agent) determines in its sole discretion that such action is in the best interests of the Company.

(b) This Agreement is executed and delivered in, and shall be governed by the laws of, the State of Georgia.

(c) Any requests or notices to be given hereunder shall be deemed given, and any elections or exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three days after deposit thereof in the United States mail, registered, return receipt requested and postage prepaid, addressed, if to the Optionee, at the address set forth below and, if to the Company, to the executive offices of the Company at 400 The Lenox Building, 3399 Peachtree Road, N.E., Atlanta, Georgia 30326.

(d) This Agreement may not be modified except in writing executed by each of the parties hereto.

(e) THE OPTIONEE ACKNOWLEDGES THAT THIS OPTION AND ALL SHARES OF STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION ARE DEEMED TO BE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933 AND, THEREFORE, RESALE OF SUCH SHARES MUST BE MADE PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM.

IN WITNESS WHEREOF, the Board of Directors of the Company has caused this Stock Option Agreement to be executed on behalf of the Company and the Company's seal to

be affixed hereto and attested by the Secretary or an Assistant Secretary of the Company, and the Optionee has executed this Stock Option Agreement under seal, all as of the day and year first above written.

Attest:                                            WEBMD, INC.

_________________________________                  By: _______________________
         Secretary
                                                   Name: _____________________
         [SEAL]
                                                   Title: ____________________


                                               OPTIONEE:


                                                    __________________________

Name: ____________________

Address: _________________

Check one:

( ) Options are exercisable with respect to all shares on or after the date hereof

( ) Options are exercisable with respect to the number of shares indicated below on or after the date indicated next to the number of shares:

Check One:

( ) All options expire and are void unless exercised on or before ____________________.

( ) Options expire and are void unless exercised on or before the date indicated next to the number of shares:

NOTICE OF EXERCISE

The undersigned hereby notifies WebMD, Inc. (the "Company") of this election to exercise the undersigned's stock option to purchase ______________ shares of the Company's common stock, no par value (the "Common Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the undersigned and the Company dated _________________. Accompanying this Notice is (1) a certified or a cashier's check in the amount of $___________ payable to the Company, and/or (2) _____________ shares of the Company's Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, having an aggregate Fair Market Value (as defined in the WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan) as of the date hereof of $__________, such amounts being equal, in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement multiplied by the number of shares being purchased hereby (in each instance subject to appropriate adjustment pursuant to Section 7 of the Agreement).

IN WITNESS WHEREOF, the undersigned has set his hand and seal, this _______ day of ______________, ______.

OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]

EXHIBIT 10.38

DIRECTOR STOCK OPTION PLAN

OF

WEBMD, INC.

ADOPTED: NOVEMBER 13, 1998

TABLE OF CONTENTS

                                                                           Page
                                                                           ----

1.   Purpose................................................................  1

2.   Definitions............................................................  1

3.   Total Aggregate Shares.................................................  2

4.   Rule 16b-3 Plan and Shareholder Approval...............................  3

5.   Type of Options........................................................  3

6.   Grants of Options......................................................  3

7.   Exercise Price, Vesting Schedule and Term of Option....................  4

8.   Exercise of Option.....................................................  4

9.   Termination of Option Period...........................................  5

10.  Assignability of Options...............................................  5

11.  Adjustments............................................................  5

12.  Purchase for Investment................................................  6

13.  Amendments, Modifications, Suspension or Discontinuance of this Plan...  6

14.  Governmental Regulation................................................  7

15.  Miscellaneous..........................................................  7

16.  Effective Date and Termination Date....................................  8

DIRECTOR STOCK OPTION PLAN
OF
WEBMD, INC.

1. Purpose. The Director Stock Option Plan of WEBMD, INC. (the "Company") is intended as an incentive to retain, as directors of the Company, persons of training, experience and ability, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company.

2. Definitions. As used herein, the following terms shall have the meanings indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock Series D of the Company, without par value per share, for so long as such Series of Common Stock remains outstanding or, if all Common Stock Series D of the Company has been converted into or exchanged for another class or series of securities, "Common Stock" shall mean such class or series of securities.

(d) "Date of Grant" shall mean the date on which an Option is granted to an Eligible Person pursuant to Section 6(c) hereof.

(e) "Director" shall mean a member of the Board.

(f) "Eligible Person(s)" shall mean those persons who are, as of a specified date, non-employee Directors of the Company.

(g) "ERISA" shall mean the Employee Retirement Income Security Act, as amended.

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(i) "Fair Market Value" of a Share on any date of reference shall be the Closing Price on the business day preceding such date. For this purpose, the "Closing Price" of the Shares on any business day shall be: (i) if the Shares are listed or admitted for trading on any United States national securities exchange, the last reported sale price of Shares on such exchange, as reported in any newspaper of general circulation; (ii) if Shares are quoted on NASDAQ, or any similar system of automated dissemination of quotations of securities prices in common use, the average of the closing high bid and low asked quotations for such day of Shares on such system; (iii) if neither clause (i) nor (ii) is applicable, the average of the high bid and low

asked quotations for Shares as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for Shares on at least five of the ten preceding days; (iv) in lieu of the above, if actual transactions in the Shares are reported on a consolidated transaction reporting system, the last sale price of the Shares for such day and on such system; or (v) prior to an Initial Public Offering, the fair market value of such Shares as determined by the Board which, in making such determination, shall consider and rely upon the prices at which securities of the Company have previously been sold in transactions between: (x) the Company and parties who were not, at the time of such sale, affiliated with the Company; and (y) parties who are were not, at the time of such sale, affiliated with the Company.

(j) "Initial Grant Date" shall mean the date upon which this Plan is approved by the Board.

(k) "Initial Public Offering" shall mean the offer and sale by the Company of its equity securities in a transaction underwritten by an investment banking firm following the completion of which (i) such equity securities are listed for trading on any national securities exchange or (ii) there are at least two market makers who are making a market in such equity securities through the NASDAQ National Market System.

(l) "Nonqualified Stock Option" shall mean a stock option that is not an incentive stock option, as defined in Section 422 of the Code.

(m) "Option" shall mean any option granted under this Plan.

(n) "Option Agreement" shall mean an option agreement between the Company and an Optionee.

(o) "Optionee" shall mean a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death or disability of such person.

(p) "Plan" shall mean this Director Stock Option Plan of WebMD, Inc.

(r) "Share(s)" shall mean a share or shares of the Common Stock.

(q) "Subsidiary" shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chains.

3. TOTAL AGGREGATE SHARES. Subject to the adjustments set forth in
Section 11 hereof, a total of 1,000,000 Shares shall be subject to the Plan. The Shares subject to the Plan shall consist of unissued Shares or previously issued Shares reacquired and held by the Company, or any Subsidiary, and such number of Shares shall be and hereby is reserved for sale for such

purpose. Any of such Shares that may remain unsold and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. Should any Option expire or be canceled prior to its exercise in full, the Shares theretofore subject to such Option may again be the subject of any Option under the Plan.

4. Rule 16b-3 Plan and Shareholder Approval. The Company intends for this Plan to comply with the requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act. Accordingly, this Plan will be subject to approval by shareholders of the Company owning a majority of the issued and outstanding shares of Common Stock present or represented and entitled to vote at a meeting duly held in accordance with applicable law.

5. Type of Options. An Option granted hereunder shall be a Nonqualified Stock Option.

6. Grants of Options.

(a) Options shall be granted only to Eligible Persons. Each Option shall be evidenced by an Option Agreement, which shall contain terms that are not inconsistent with this Plan or applicable laws.

(b) The Options granted to Directors under this Plan shall be in addition to regular director's fees, if any, or other benefits, if any, with respect to the Director's position with the Company or its Subsidiaries. Neither the Plan nor any Options granted under the Plan shall confer upon any person any right to continue to serve as a Director.

(c) Options shall automatically be granted as follows:

(i) on the Initial Grant Date, each Eligible Person shall automatically be granted an Option to acquire 20,000 shares of Common Stock for his service as a Director;

(ii) each Eligible Person who becomes an Eligible Person by reason of being elected as a Director after the Initial Grant Date of the adoption of this Plan shall automatically be granted on the date of his initial election an Option to acquire 20,000 shares of Common Stock for his service as a Director; and

(iii) on January 1 of each calendar year, each Eligible Person shall automatically be granted an Option to acquire 5,000 shares of Common Stock for his service as a Director.

(d) Except for the automatic grants of Options under Section 6(c), no Options shall otherwise be granted hereunder, and the Board shall not have any discretion with respect to the grant of Options within the meaning of Rule 16b-3 promulgated under the Exchange Act, or any successor rule.

7. EXERCISE PRICE, VESTING SCHEDULE AND TERM OF OPTION.

(a) The exercise price of each Share placed under an Option pursuant to this Plan shall be the Fair Market Value of such Share on the Date of Grant.

(b) Each grant shall vest immediately on the Date of Grant.

(c) Each Option granted under this Plan shall have a term of ten years from the Date of Grant of such Option.

8. Exercise of Option.

(a) After the six-month anniversary of the Date of Grant of an Option, such Option may be exercised at any time and from time to time during the term of such Option, in whole or in part.

(b) Options may be exercised: (i) during the Optionee's lifetime, solely by the Optionee; (ii) if an Option has been assigned pursuant to Section 10 hereof, by the successor Optionee; or (iii) after Optionee's death, by the personal representative of the Optionee's estate or the person or persons entitled thereto under his will or under the laws of descent and distribution.

(c) An Option shall be deemed exercised when: (i) the Company has received written notice of such exercise delivered to the Company in accordance with the notice provisions of the applicable Option Agreement; (ii) full payment of the aggregate exercise price of the Shares as to which the Option is exercised has been tendered to the Company; and (iii) arrangements that are satisfactory to the Board in its sole discretion have been made for the Optionee's payment to the Company of the amount, if any, that the Company determines to be necessary for the Company to withhold in accordance with the applicable federal or state income tax withholding requirements.

                                                        --------  -------
however, that such
-------

exercise transaction shall not result in a violation of Section 16 of the Exchange Act. For purposes of determining the amount, if any, of the exercise price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Any Common Stock delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed for transfer and assignment to the Company.

(e) The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Shares purchasable upon the exercise of any part of an Option unless and until certificates representing such Shares shall have been issued by the Company to the Optionee.

9. Termination of Option Period. The unexercised portion of an Option shall automatically and without notice terminate and become null and void and be forfeited upon the earliest to occur of the following:

(i) if the Optionee's position as a Director of the Company terminates, other than by reason of such Optionee's death or disability, 180 days after the date that the Optionee's position as a Director of the Company terminates;

(ii) one year after the death of Optionee;

(iii) one year after the date on which the Optionee's position as Director is terminated by reason of a mental or physical disability determined by a medical doctor satisfactory to the Company; or

(iv) five years after the Date of Grant of such Option.

10. Assignability of Options. No Option shall be assignable or otherwise transferable, except to members of the Optionee's immediate family or by will, or the laws of descent and distribution, and no Option shall be transferrable by an Optionee in violation of Section 16 of the Exchange Act.

11. Adjustments.

(a) If at any time there shall be an increase or decrease in the number of issued and outstanding Shares, through the declaration of a stock dividend or through any recapitalization resulting in a stock split, combination or exchange of Shares, then appropriate proportional adjustment shall be made in the number of Shares (and, with respect to Options, the exercise price per Share): (i) subject to outstanding Options; (ii) reserved under the Plan; and (iii) granted as subsequent Options.

(b) In the event of a merger, consolidation or other reorganization of the Company under the terms of which the Company is not the surviving corporation, but the surviving corporation elects to assume an Option, each Optionee shall be entitled to receive, upon

the exercise of such Option, with respect to each Share: (i) the number of shares of stock of the surviving corporation (or equity interest in any other entity); and (ii) any other notes, evidences of indebtedness or other property, that the Optionee would have received in connection with such merger, consolidation or other reorganization had he exercised the Option with respect to such Shares immediately prior to such merger, consolidation or other reorganization.

(c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under the Plan.

(d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

12. Purchase for Investment. As a condition of any issuance of a stock certificate for Shares, the Board may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of this Plan or any law or regulation, including, but not limited to, the following:

(a) a representation and warranty by the Optionee to the Company, at the time his Option is exercised, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and

(b) a representation, warranty or agreement to be bound by any legends that are, in the opinion of the Board, necessary or appropriate to comply with the provisions of any securities law deemed by the Board to be applicable to the issuance of the Shares and are endorsed upon the certificates representing the Shares.

13. Amendments, Modifications, Suspension or Discontinuance of this Plan. For the purpose of complying with changes in the Code or ERISA, the Board may amend, modify, suspend or terminate the Plan at any time. For the purpose of meeting or addressing any other changes in legal requirements or any other purpose, the Board may amend, modify, suspend or terminate the Plan only once every six months.

14. Governmental Regulation. This Plan and the granting of Options and the exercise of Options hereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

15. Miscellaneous.

(a) If any provision of this Plan is held invalid for any reason, such holding shall not affect the remaining provisions hereof, but instead this Plan shall be construed and enforced as if such provision had never been included in this Plan.

(b) This Plan shall be governed by the laws of the State of Georgia.

(c) Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan.

(d) Any reference to the masculine, feminine or neuter gender shall be a reference to such other gender as is appropriate.

16. Effective Date and Termination Date. The effective date of this Plan is November 13, 1998, the date on which the Board adopted this Plan, but is subject to the approval of the holders of a majority of the common stock, without series designation, present either in person or by proxy and entitled to vote at a duly held meeting of the shareholders of the Company at which a quorum is present representing a majority of all outstanding voting common stock, without series designation. In the event that such shareholder approval is not obtained, all options granted pursuant to the Plan shall be null and void. This Plan shall terminate on the tenth anniversary of the effective date.

WEBMD, INC.

EXHIBIT 10.39

WEBMD, INC.

FORM OF DIRECTOR'S AND OFFICER'S
INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made as of __________ ___, 1998, between WebMD, Inc. f/k/a Endeavor Technologies Inc., a Georgia corporation (the "Corporation"), and the member of the Board of Directors and/or the officer of the Corporation named on the signature page hereof (the "Executive").

WHEREAS, the Executive is a member of the Board of Directors and/or an officer of the Corporation and in such capacity is performing a valuable service to the Corporation; and

WHEREAS, the Corporation's Bylaws (the "Bylaws") and Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code, as amended to date (the "State Statute") provide for the indemnification of the directors and officers of the Corporation; and

WHEREAS, the Bylaws and State Statute specifically contemplate that contracts may be entered into between the Corporation and the members of its Board of Directors and officers with respect to indemnification of such directors and officers; and

WHEREAS, in order to provide to the Executive assurances with respect to the protection provided against liabilities that he may incur in the performance of his duties to the Corporation, and to thereby induce the Executive to serve as a member of its Board of Directors and/or as an officer of the Corporation, the Corporation has determined and agreed to enter into this contract with the Executive.

NOW, THEREFORE, in consideration of the premises and the Executive's continued service as a director and/or an officer after the date hereof, the parties agree as follows:

1. INDEMNIFICATION. Subject only to the exclusions set forth in
Section 2 hereof, and in addition to any other indemnity to which the Executive may be entitled under the State Statute or any bylaw, resolution or agreement (but without duplication of payments with respect to indemnified amounts), the Corporation hereby further agrees to hold harmless and indemnify the Executive, to the fullest extent permitted by law, including, but not limited to, holding harmless and indemnifying the Executive against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including an action by or in the right of the Corporation), to which the Executive is, was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Executive is, was, or at any time becomes a director, officer, employee or agent of the Corporation, or a predecessor corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, employee benefit plan, joint venture, trust, or other enterprise.

2. LIMITATIONS ON INDEMNITY. No indemnity pursuant to Section 1 hereof shall be paid by the Corporation:

(a) with respect to any proceeding in which the Executive is adjudged, by final judgment not subject to further appeal, liable to the Corporation or is subjected to injunctive relief in favor of the Corporation:

(i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation;

(ii) for acts or omissions which involve intentional misconduct or a knowing violation of law;

(iii) for the types of liability set forth in Section 14-2- 832 of the Georgia Business Corporation Code; or

(iv) for any transaction from which the Executive received an improper personal benefit;

(b) with respect to any suit in which final judgment is rendered against the Executive for an accounting of profits, made from the purchase or sale by the Executive of securities of the Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 or similar provisions of any federal, state, or local statutory law, or on account of any payment by the Executive to the Corporation in respect of any claim for such an accounting; or

(c) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

3. CONTRIBUTION. If the indemnification provided in Section 1 is unavailable, then in respect of any threatened, pending, or completed action, suit, or proceeding in which the Corporation is jointly liable with the Executive (or would be if joined in such action, suit or proceeding), the Corporation shall contribute, to the extent it is not lawfully prevented from doing so, to the amount of expenses, judgments, fines, and settlements paid or payable by the Executive in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on the one hand and the Executive on the other hand from the transaction from which such action, suit, or proceeding arose, and (ii) the relative fault of the Corporation on the one hand and of the Executive on the other in connection with the events which resulted in such expenses, judgments, fines, or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of the Executive on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Corporation agrees that it would not be just and equitable if contribution pursuant to this
Section 3 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

4. CONTINUATION OF OBLIGATIONS. All agreements and obligations of the Corporation contained herein shall continue during the period the Executive is a director, officer, employee, or agent of the Corporation (or is serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise) and shall continue thereafter for so long as the Executive shall be subject to any possible claim or threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, or investigative, by reason of the fact that the Executive was a director and/or officer of the Corporation or serving in any other capacity referred to herein.

5. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by the Executive of notice of the commencement of any action, suit, or proceeding, the Executive will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation in writing of the commencement thereof, but the omission to so notify the Corporation will not relieve the Corporation from any liability which it may have to the Executive otherwise than under this Agreement. With respect to any such action, suit, or proceeding as to which the Executive so notifies the Corporation.

(a) the Corporation will be entitled to participate therein at its own expense; and

(b) subject to Section 6 hereof, and if the Executive shall have provided his written affirmation of his good faith belief that his conduct did not constitute behavior of the kind described in paragraph 2(a) hereof and that he is entitled to indemnification hereunder, the Corporation may assume the defense thereof.

After notice from the Corporation to the Executive of its election so to assume such defense, the Corporation will not be liable to the Executive under this Agreement for any legal or other expenses subsequently incurred by the Executive in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. The Executive shall have the right to employ his separate counsel in such action, suit, or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Executive unless (i) the employment of counsel by the Executive has been authorized by the Corporation, (ii) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory to the Executive, or
(iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of such counsel shall be at the expense of the Corporation. For the purposes of clause
(ii) above, the Executive shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, the Executive shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Executive, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Executive by counsel designated by the Corporation is likely to materially and adversely affect the Executive's interest or would not be permissible under applicable canons of legal ethics.

The Corporation shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without the Corporation's written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without the Executive's written consent. Neither the Corporation nor the Executive will unreasonably withhold consent to any proposed settlement.

6. ADVANCEMENT AND REPAYMENT OF EXPENSES. Upon request therefor accompanied by reasonably itemized evidence of expenses incurred, and by the Executive's written affirmation of his good faith belief that his conduct met the standard applicable to indemnification pursuant to Section 1 hereof and did not constitute behavior of the kind described in Section 2(a) hereof and that he is entitled to indemnification hereunder, the Corporation shall advance to the Executive the reasonable expenses (including attorneys' fees and costs of investigation and defense (including the fees of expert witnesses, other professional advisors, and private investigators)) incurred by him in defending any civil or criminal suit, action, or proceeding for which the Executive is entitled (assuming an applicable standard of conduct is met) to indemnification pursuant to this Agreement. The Executive agrees to reimburse the Corporation for all reasonable expenses paid by the Corporation, whether pursuant to this
Section or Section 5 hereof, in defending any action, suit, or proceeding against the Executive in the event and to the extent that it shall ultimately be determined that the Executive is not entitled to be indemnified by the Corporation for such expenses under this Agreement. Any advances and the Executive's agreement to repay shall be unsecured and interest-free.

7. ENFORCEMENT.

(a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce the Executive to serve as a director and/or officer of the Corporation and acknowledges that the Executive will in the future be relying upon this Agreement in continuing to serve in such capacity.

(b) In the event the Executive is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse the Executive for all of the Executive's reasonable fees and expenses in bringing and pursuing such action.

8. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable in whole or in part for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

9. GOVERNING LAW; SUCCESSORS; AMENDMENT AND TERMINATION.

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Georgia.

(b) This Agreement shall be binding upon the Executive and the Corporation and its successors and assigns (including any transferee of all or substantially all of its assets and any successor by merger or otherwise by operation of law), and shall inure to the benefit of the Executive, his heirs, personal representatives, and assigns and to the benefit of the Corporation and its successors and assigns.

(c) No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

(d) References to the male gender shall include the female gender, and vice versa.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXECUTIVE                           WEBMD, INC.



                                    By:
-----------------------------       -------------------------------------
Name (Print):________________       Name (Print)_________________________
                                    Title:_______________________________

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.40

This Co-Marketing Agreement ("Agreement") is made and entered into October 20, 1998 ("Effective Date"), by and between WebMD, Inc., a Georgia corporation located at 400 The Lenox Building, 3399 Peachtree Road, NE, Atlanta GA 30326 ("Co-Marketer") and E*TRADE Group, Inc., a Delaware corporation located at Four Embarcadero Place, 2400 Geng Road, Palo Alto, CA 94303 ("E*TRADE").

a. "Co-Branded Site" means the co-branded consumer web site known as "Destination E*TRADE" (or any other name) as described in Exhibit A attached hereto.

b. "E*TRADE Services" means E*TRADE's electronic brokerage services and related products available at the E*TRADE Site.

c. "E*TRADE Site" means E*TRADE's web site located at
[http://www.etrade.com] (or any replacement or successor address).

d. "Co-Marketer Services" means Co-Marketer's internet-based communications and information services and related products targeting healthcare professionals and other participants in the healthcare industry and consumers of healthcare related information available through the Co-Marketer Sites.

e. "Co-Marketer Sites" means Co-Marketer's professional web sites located at [http://www.webmd.com] and [http://www.webmd.etrade.com] (or any replacement or successor addresses) and all third party co-branded or mirrored addresses or sites thereof.

f. "Partners" means content partners, technology partners and distribution partners of Co-Marketer.

E*TRADE pursuant to Section 3 below); (ii) recommend or endorse specific securities; (iii) become involved in any manner in the business of providing the financial services offered by E*TRADE, including, without limitation, by: (A) opening, approving, maintaining, administering, or closing customer brokerage accounts with E*TRADE; (B) soliciting, processing, or facilitating securities transactions relating to customer brokerage accounts with E*TRADE; (C) extending credit to any customer for the purpose of purchasing securities through, or carrying securities with, E*TRADE; (D) answering E*TRADE customer inquiries involving E*TRADE customer accounts or related transactions or engaging in negotiations involving brokerage accounts or securities transactions; (E) accepting customer securities orders, selecting among broker-dealers or routing orders to markets for execution; (F) handling funds or securities of E*TRADE customers, or effecting clearance or settlement of customer securities trades; or (G) resolving or attempting to resolve any problems, discrepancies, or disputes involving E*TRADE customer accounts or related transactions. Co- Marketer acknowledges that engaging in any of the above activities may subject Co-Marketer to broker-dealer registration requirements under the Securities Exchange Act of 1934, as amended, and applicable state securities law.

printed, distributed or electronically transmitted by Co-Marketer and containing the E*TRADE Marks shall include the following notice:

[E*TRADE Mark] is a registered trademark of E*TRADE Group, Inc.

[Co-Marketer Mark] is a [registered] trademark of Co-Marketer Corporation

a. Payment and Reports. Subject to the terms and conditions of this Agreement, all payments made under this agreement shall be made in accordance with terms specified in Exhibit D attached hereto.

a. This Agreement shall commence on the Effective Date and shall remain in full force and effect (unless terminated earlier as provided below) for an initial term of one (1) year which shall be renewed automatically for additional one (1) year periods unless either party provides written notice ninety (90) days before the end of the then current term (collectively, the "Term"). Either party may terminate this Agreement at any time without cause by providing ninety (90) days' written notice to the other party.

b. This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events:

i) If the other ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted under Section 13.a below; or

ii) If the other shall fail to promptly secure or renew any license, registration, permit, authorization or approval or exemption therefrom for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within sixty (60) days; or

iii) If the other materially breaches any material provision of this Agreement and fails to cure substantially such breach within thirty (30) days of written notice describing the breach; or

iv) Effective immediately and without notice if the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety
(90) days).

Furthermore, upon termination or expiration of this Agreement, the licenses and obligations in Sections 2 and 3 shall cease.

i) Except as otherwise specified in clause (ii) below, each party will promptly cease using and destroy or return to the other party all promotional and advertising materials that bear the Marks of the other party and all Confidential Information of such other party; and

ii) Co-Marketer and E*TRADE will continue to deliver the Co- Marketer and E*TRADE Services, respectively, to their customers until the expirations or terminations of their respective subscription agreements with Co- Marketer and E*TRADE.

Co-Marketer agrees to indemnify E*TRADE for any third party claim, (including without limitation any Self-Regulatory Organization, state, or federal regulatory or securities claims) arising out of the Co-Marketer Services or out of a breach of any provision of this Agreement by Co-Marketer, its Partners, affiliates and their employees, including but not limited to any distribution of promotional or advertising materials not approved in advance by E*TRADE under Section 2.b. of this Agreement.

E*TRADE agrees to indemnify Co-Marketer for any third party claim, (including without limitation any Self-Regulatory Organization, state, or federal regulatory or securities claims) arising out of the use or distribution by Co-Marketer, its Partners, affiliates and employees of any promotional or advertising materials approved by E*TRADE only to the extent that these materials relate directly to the E*TRADE Services.

a. Each party ("Receiving Party") agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information related to the other party's ("Disclosing Party") technology or business that the Receiving Party learns in connection with this Agreement and any other information received from the other, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise:
information relating to products or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, or systems therefor, or to the Disclosing Party's business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and product development plans, forecasts, strategies and information), all of the foregoing, "Confidential Information"). Neither party shall disclose the terms of this Agreement to any third party without the prior written consent of the other party. Each party shall use reasonable precautions to protect the other's Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information.
"Confidential Information" shall not include information the Receiving Party can document (a) is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), or (b) was rightfully in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party by another person without restriction, or (d) was independently developed by the Receiving Party by persons without access to such information and without use of any Confidential Information of the Disclosing Party. Each party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency, provided that reasonable measures

are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other party to do so.

b. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, lost profits and attorney's fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Confidential Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this Section 10 will constitute a material breach of this Agreement.

a. ***

b. ***

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. All signed copies of this Agreement shall be deemed originals.

CO-MARKETER: WebMD, Inc.

By:  /s/ K. Robert Draughon

Name:  K. Robert Draughon
       --------------------------------

Title:  Chief Financial Officer
        -------------------------------

E*TRADE GROUP, INC.

By:  /s/ Stephen C. Richards

Name:  Stephen C. Richards
       --------------------------------

Title:  SVP, Corporate Development and
        ------------------------------
        New Ventures
        ------------------------------

EXHIBIT A

Pursuant to Section 2.a of the Agreement, Co-Marketer agrees to advertise and promote the E*TRADE Services on the Co-Marketer Sites as specified in this Exhibit. Co-Marketer shall use materials and content (including, without limitation, active hyperlinking URLs) provided by and/or approved in advance and before first use, by E*TRADE for advertisement and promotion of the E*TRADE Services on the Co-Marketer Sites. E*TRADE shall be the exclusive provider of brokerage services and investment related products (specifically excluding banking and insurance products and services), electronic or otherwise, promoted on the Co-Marketer Sites.

Each such subscription to the Co-Marketer service shall include:

Unlimited local dialup Internet access (ISP account) which the Subscriber may decline at the Subscriber's sole discretion Customized Physician web-site, including links to patient education information
Payor referrals, eligibility, and verification via electronic data interchange (EDI)
Certified E-mail account (***/mo.) Universal in-box (telephonic and web-based e-mail, voice-mail, and faxing)
Continued Medical Education credits (CME) Access to a comprehensive source of dynamic medical/healthcare content Tools to manage the user's practice and improve the user's lifestyle

OTHER CO-MARKETER WEB SITES. Upon completion of this Agreement, and for forty- five (45) days thereafter, Co-Marketer shall not engage in any conversations, negotiations, or discussions of any kind with any third party securities broker or dealer, other than E*TRADE, for purposes of promoting or otherwise including such third party broker on Co-Marketer's consumer site (i.e. "Health and Wellness Center") or any other web site owned or controlled by Co-Marketer. In the event that E*TRADE and Co-Marketer fail to reach an agreement regarding such site during this forty-five (45) day period, E*TRADE shall have a right of first refusal for one (1) years for inclusion as securities broker-dealer service provider on such site.

E*TRADE shall further have a right of first refusal for inclusion as securities broker-dealer service provider on any site created, sponsored, or developed by Co-Marketer, wherever located, intended for use by individuals and/or organizations located outside of the United States.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

PROMOTION AND ADVERTISING. Co-Marketer shall use the payment described in Paragraph 1 of Exhibit D hereto to fund a national media campaign, consisting of print, radio, on-line and/or television advertising to promote the E*TRADE Offer. Co-Marketer shall further use commercially reasonable efforts to promote the E*TRADE Offer. Any such print, radio, on-line and/or televisions advertising must be approved, in advance and before first use, by E*TRADE.

CO-MARKETER SERVICE LEVEL AGREEMENT: In performance of its obligations under this Agreement Co-Marketer shall meet the requirements for service level performance as set forth in Exhibit E attached hereto.

CO-BRANDED WEB PAGE:

Co-Marketer's promotional efforts and obligations regarding the Co- Branded Site hereunder consist of the following:

1. Co-Marketer agrees to provide *** to E*TRADE all of the medical/healthcare content for the "Destination E*TRADE" Site ("Co- Branded Site"). The Co-Branded Site shall be a co-branded area consisting of a co-branded first page, with the second through last pages containing Co-Marketer content but always including a "Back to E*TRADE" navigation button. *** All content on the second through last page of the Co-Branded Site page and all advertising and sponsorship and revenues thereof shall be owned exclusively by Co-Marketer.

2. Co-Marketer agrees to advertise and promote the E*TRADE Services in the "Financial center" area of the Co-Marketer Sites as specified in this Exhibit. Co-Marketer shall sponsor and promote E*TRADE as an exclusive securities broker-dealer featured on the Co-Marketer Sites. Co-Marketer shall use materials and content provided by and/or approved, in advance and before first use, by E*TRADE for advertisement and promotion of the Co-Branded Site, such advertising to include (i) on-line banner ads on the Co-Marketer Sites with direct links to the E*TRADE Site, (ii) prominent display of E*TRADE's name and logos in the portal page and other pages and (iii) other activities as specified in this Exhibit A. Co-Marketer shall not sell advertising to, or otherwise promote, any other securities broker or dealer on the Co-Branded Site.

3. The Co-Branded Site shall be located on a Co-Marketer server with direct http "hot" links from the "Financial Center" area of the Co- Marketer Sites. The parties shall mutually agree upon links, as appropriate, from the Co-Branded Site to additional information or applications located on the Co-Marketer Sites.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

4. Co-Marketer shall not sell any advertising to any third party on the Co-Branded Site on terms more favorable to such third party than those offered to or being paid by E*TRADE without first offering such terms to E*TRADE. In all advertisements and other references in the "Financial Center" or similar area of the Co-Marketer Sites, E*TRADE will be featured with no less prominence than that provided to any other third party.

5. Co-Marketer agrees to use only such materials and content (including, without limitation, active hyperlinking URLs) provided by and/or approved, in advance and before first use, by E*TRADE for advertisements and promotion of the E*TRADE Services on the Co- Marketer Sites. E*TRADE shall be the exclusive provider of broker- dealer services and investment related products (specifically excluding banking and insurance products and services), electronic or otherwise, promoted on the Co-Marketer Sites.

6. Co-Marketer and the Co-Branded Site shall meet the requirements for service level performance as set forth in Exhibit E attached hereto.

7. E*TRADE may, in its sole discretion, grant to its international affiliates the right to hyperlink to the Co-Branded Site.

YEAR 2000 COMPLIANCE. Co-Marketer represents and warrants that the Co-Marketer Sites, the Co-Branded Site, and Co-Marketer Services (including, without limitation, with respect to the specific promotions below) are Year 2000 Compliant. For purposes of this Agreement, "Year 2000 Compliant" shall mean that the Co-Marketer Sites and Co-Marketer Services will not be materially affected by any inability to (i) completely and accurately address, present, produce, store and calculate data involving dates beginning with January 1, 2000, and will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression date based function; or (ii) function in a such a way that all "date" related functionalities and data fields include the indication of century and millennium, and will perform calculations which involve a four-digit year field. Notwithstanding the foregoing, this Year 2000 warranty shall not apply to the extent that any services or software are used or interfaced with other software, data or operating systems, which are not Year 2000 compliant.

Pursuant to Section 2.a of the Agreement, E*TRADE agrees to advertise and promote the E*TRADE and Co-Marketer Services as specified in this Exhibit.

PROMOTION AND ADVERTISING. E*TRADE shall promote Co-Marketer membership to E*TRADE's subscriber base, via the following promotion: any E*TRADE customer that signs up for one (1) year of Co-Marketer membership at the best commercial rate available at the time of enrollment (specifically excluding special and promotional offers not available generally to all Co-Marketer subscribers) shall receive *** from E*TRADE during that year.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

E*TRADE further agrees to advertise the E*TRADE/Co-Marketer relationship by including Co-Marketer in a portion of E*TRADE's future planned media buys and through on-line banner advertisement, using materials and content provided by and/or approved in advance by Co-Marketer.

E*TRADE will design and prepare *** (***) Fulfillment Kits for use solely in connection with this Agreement as soon as is commercially reasonable after the Effective Date. The parties shall use good faith efforts to reach agreement regarding the provision of additional Fulfillment Kits.

YEAR 2000 COMPLIANCE. E*TRADE represents and warrants that the E*TRADE Site and E*TRADE Services (including, without limitation, with respect to the specific promotions above) are Year 2000 Compliant. For purposes of this Agreement, "Year 2000 Compliant" shall mean that the E*TRADE Site and E*TRADE Services will not be materially affected by any inability to (i) completely and accurately address, present, produce, store and calculate data involving dates beginning with January 1, 2000, and will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression date based function; or (ii) function in a such a way that all "date" related functionalities and date fields include the indication of century and millennium, and will perform calculations which involve a four-digit year field. Notwithstanding the foregoing, this Year 2000 warranty shall not apply to the extent that any services or software are used or interfaced with other software, data or operating systems, which are not Year 2000 compliant.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

E*TRADE(R)

[E*TRADE logo]

WebMD(TM)

WebMD OnCall(TM)

[WebMD logo]

By E*TRADE.

BY CO-MARKETER

For every E*TRADE account holder who opens a Co-Marketer subscription through the efforts of E*TRADE, other than an account holder who opened a new account with E*TRADE pursuant to this Agreement, Co-Marketer shall pay *** (***) to E*TRADE within thirty (30) days of the receipt of the first payment from such account holder by Co-Marketer.

Co-Marketer will reimburse E*TRADE's cost of *** (***) for the Fulfillment Kits prepared by E*TRADE pursuant to Exhibit A hereto. E*TRADE may, in its sole discretion, withhold this sum from the Initial Guaranteed Purchase described herein as satisfaction of Co-Marketer's obligation hereunder. The parties shall use good faith efforts to reach agreement regarding the provision of additional Fulfillment Kits.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Each party shall keep, maintain and preserve for at least three (3) years following termination or expiration of the term of this Agreement or any renewal(s) thereof, accurate records relating to such party's payment obligations hereunder. Such records shall be maintained as confidential, but shall be available for inspection and audit as provided herein. Each party shall have the right at least once per calendar year to have an independent public accountant, reasonably acceptable to the other party, examine such other party's relevant books, records and accounts for the purpose of verifying the accuracy of payments made to the other party as required under this Agreement. Each party acknowledges and agrees that such accountant shall not have access to the books, records, and accounts relating to other products or services except as such books, records and accounts also directly relate to the payments due hereunder. Each audit will be conducted at the audited party's place of business, or other place agreed to by Co-Marketer and E*TRADE, during the audited party's normal business hours and with at least five (5) business days prior written notice to the audited party. The auditing party shall pay the fees and expenses of the auditor for the examination; provided that should any examination disclose a shortfall in the excess of the greater of twenty-five thousand dollars ($25,000) or five percent (5%) of the payments due the auditing party for the period being audited, the audited party shall pay the reasonable fees and expenses of the auditor for that examination. At least every two weeks during the term of this Agreement, each party shall provide the other party with such reports as reasonably requested in order to facilitate each party's obligations under this agreement.

1. PERFORMANCE

a) Average less than *** response time for *** of requests. Measures server response time only, not network transmission time.

b) Average *** up time. This would be exclusive of regularly scheduled maintenance. Scheduled maintenance is defined as maintenance for which 48 hours advance notice has been given for the required down time.

c) Post an approved message in the event of a system outage.

2. MONITORING/REPORTING

a) Provide details on the method used to monitor performance times.

b) Provide weekly and monthly reporting which details server up time with the following details per period:
. average response time
. actual daily response time detail
. average server up time
. actual daily server up time

This information will be emailed to the appropriate contact within the E*TRADE Information Systems Division on Monday of each week for the previous week's reports and the first working day of each month for the previous month's reports.

3. ESCALATION PROCEDURES

a) Notify E*TRADE via the following email addresses in case of a service outage:
. operators@etrade.com
. helpdesk@etrade.com

b) Notify E*TRADE within *** of Co-Marketer's awareness of a service outage. Status information to include:
. reason for the outage.
. ETA for service restored.

c) If E*TRADE experiences a service outage and has not been notified by email by Co-Marketer, E*TRADE will contact the Senior System Administrator at Co- Marketer by pager at (800) 329-4358 and will be given the information listed in 3.b).

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

d) Continue to notify E*TRADE with updated status for the duration of the outage.

e) Provide a post incident summary. This summary should include:
. the cause of the problem.
. method used to correct the problem.
. measures Co-marketer will take to prevent further occurrences.

4. BUSINESS RESUMPTION

a) Co-Marketer must prove the ability to switch processing from the primary server to a hot backup server within ***. Testing of this procedure will be conducted as requested by E*TRADE on a designated weekend by both Co- Marketer and E*TRADE personnel.

b) Perform an analysis that documents all of the single points of failure in the Co-Marketer - E*TRADE system. Include network components such as routers, hardware and software components.

c) Eliminate all of the single points of failure within the Co-marketer domain within *** months from the date of this document.

5. REVENUE IMPACT RECOUPMENT

a) In the event that Co-Marketer fails to meet the performance objectives defined in Section 1.a), a penalty of *** will be due E*TRADE.

b) In the event that Co-Marketer fails to meet the performance objectives defined in Section 1.b), Co-Marketer will credit E*TRADE a prorated amount of the monthly service fee as compensation for the service outage. The calculation for this credit will be as follows: The monthly fee as specified in Exhibit D of this Agreement divided by 720 hours (30 days per month times 24 hours per day) times the total time of the outage.

c) In the event that Co-Marketer fails to meet the performance objectives defined in Section 1.c), a penalty of *** will be due E*TRADE.

d) These penalties will be credited to the month's billing in which the performance failure occurred.

e) Failure by Co-Marketer to meet these performance objectives for *** consecutive months or *** out of *** months shall constitute a breach of this Agreement and E*TRADE will have the right to terminate immediately after providing written notice to Co-Marketer of such intent.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Licensor:      Delmar Publishers
               3 Columbia Circle
               Albany, NY 12203

Licensee:      WebMD, Inc.
               400 The Lenox Building
               3399 Peachtree Road, NE
               Atlanta, GA 30326

WITNESSETH

WHEREAS, Delmar Publishers has developed and copyrighted certain proprietary healthcare and other content ("Content"), as more fully described in Appendix A ("Delmar Publishers Content"), and in conjunction with delivery of this Content, Delmar Publishers shall provide Content Subscription and Promotional Support ("Subscription and Promotional Support"), as more fully described in Appendix B.

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Delmar Publishers can make no guarantee that any given End-User shall be able to access the Content Service at any given time. Delmar Publishers represents that it shall make every good faith effort to ensure that its Content Service is available as widely as possible and with as little service interruption as possible.

DEFINITIONS

For purposes of this Agreement, the following definition of terms shall be used:

NOW, THEREFORE, in consideration of the premises, mutual covenants, and promises set forth herein, the parties hereto agree as follows:

ARTICLE - DUTIES OF LICENSOR

WebMD with technical support for integration of "Web-Ready" content to be used on WebMD's website. In addition, Delmar Publishers agrees to deliver a "Web- Ready" version of Delmar's PDR for Nurses, and develop and deliver Delmar's Electronic Care Plan Maker, and Accu-Calc to WebMd in accordance with Appendix B.

ARTICLE II - DUTIES OF LICENSEE

(a) Upon a minimum of twenty (20) business days' notice to WebMD, and during business hours, Delmar Publishers may itself or through an agent at its expense, audit relevant books and records of WebMD for the sole purpose of determining that WebMD is in compliance with all of the terms of this Agreement and that the proper payment, as described in Section 3 below, has been paid to Delmar Publishers. Such an audit may not be made more frequently than once every twelve (12) months and once within the twelve
(12) month period following conclusion or termination of this Agreement.

(b) In the event Delmar Publishers determines that payments are due from WebMD, it shall so notify WebMD and provide WebMD with a calculation and supporting explanation. WebMD shall thereupon have fifteen (15) business days within which to pay the claim. In the event WebMD does not pay the claim; the parties shall resolve their dispute by arbitration in the City of New York in accordance with the Rules of the American Arbitration Association. WebMD shall promptly pay any payment thus determined to be due and unpaid.

Furthermore, WebMD shall place a notice relating to all the provisions described above on one of the first introductory screens that Subscribers must view upon entering or using the Service in all available media. Such notice shall require Subscriber acknowledgment and acceptance to become an authorized, registered Subscriber.

ARTICLE III - PRICING AND PAYMENT TERMS

(a) In consideration of Delmar Publishers' grant to WebMD of the right and license to access the Content and Services outlined in Appendix A in accordance with Article I above, throughout the term of this Agreement, WebMD shall pay Delmar Publishers a minimum fee each year of:

*** for year one *** for year two *** for year three

(b) Plus, *** per month per WebRN Subscriber.

(c) Plus, *** (***) of all Net Revenue from advertising and sponsorship occurring in conjunction with the Content. "Net Revenue" shall be defined as gross receipts less any End-User credits or commissions paid by WebMD to third parties.

(a) Pro-rata minimum payments shall be made in installments of the guaranteed totals as indicated below.

DUE DATE         AMOUNT DUE
---------------------------
Dec. 23, 1998       ***
Jun. 15, 1999       ***
Jan. 15, 2000       ***
Jan. 15, 2001       ***

(b) Incremental payments for subscribers (at the rate of *** per WebRN Subscriber per month) shall be paid each quarter starting on April 15, 1999 with a final payment during the term of this Agreement occurring on January 15, 2002.

(c) Payments for advertising sponsorship shall be paid each quarter starting on April 15, 1999 with a final payment during the term of this Agreement occurring on January 15, 2002.

PRODUCT                             DOLLAR AMOUNT
-------                             -------------
Accu-Calc;                          ***
Electronic Care Plan Maker          ***
Medical Terminology                 ***
                                    ---
               Total:               ***

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(a) Delmar Publishers agrees to provide all additional "web-enabled" services (Accu-Calc, Electronic Care Plan Maker, and Medical Terminology) in a "WebMD-Approved" format according to the schedule outlined in Appendix B, Section 2.

WebMD will have until September 15, 1999 to use and test each product. Unless Delmar Publishers is notified otherwise in writing by this time, the products will be considered "WebMD-Accepted", and Delmar Publishers will invoice WebMD the above mentioned product pricing, {see Section 3.3 (a)j} which will be payable within 90 days.

BILL SEND DATE        DUE DATE
--------------        --------
9/15/99               12/15/99

ARTICLE IV - TERM AND TERMINATION

ARTICLE V - LIABILITY LIMITATION AND INDEMNIFICATION

THIRD PARTY RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY FAILURE TO PERFORM HEREUNDER. NEITHER PARTY HERETO, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUBCONTRACTORS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) INCURRED IN CONNECTION WITH SERVICES PERFORMED OR PRODUCTS PROVIDED UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR COMMUNICATIONS LINE FAILURE INVOLVING THE CONTENT SERVICE, AND NEITHER PARTY SHALL BE LIABLE FOR ANY ACT OR INACTION OF END-USERS REGARDING THE CONTENT, AND CONTENT SERVICE INCLUDING BUT NOT LIMITED TO MISUSE, ABUSE, INFRINGEMENT, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF DELMAR PUBLISHERS' RECORDS, PROGRAMS, OR USE OF THE CONTENT, WHETHER FOR BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY, LOST PROFITS OR OTHER ECONOMIC LOSS), TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY) NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Delmar Publishers expressly limits its damages to WebMD and End-Users of the Content Service for any non-accessibility time or other down time to a pro-rata credit of Delmar Publishers' charges during system unavailability. Delmar Publishers specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

(a) Delmar Publishers shall indemnify and hold harmless WebMD its affiliates, and its and their directors, officers, employees, agents, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including reasonable attorneys' fees) paid or incurred in connection with claims by any party which are attributable to: Delmar Publishers' negligence or misconduct in collecting, collating and compiling the Content from Delmar Publishers' original data sources (including but not limited to drug manufacturers); a material breach of any warranty or representation made or obligation undertaken by Delmar Publishers under this Agreement or infringement or misappropriation by the Content of any copyright or other proprietary right of any third party.

(b) WebMD shall indemnify and hold harmless Delmar Publishers, its affiliates and its and their directors, officers, employees, agents, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including reasonable attorneys' fees) paid or incurred in connection with claims by any party which arise from WebMD's distribution of the Content under this

Agreement and are attributable to a failure of the hardware or software of WebMD's computer system (other than the Content) or to a material breach of any warranty or representation made or obligation undertaken by WebMD under this Agreement.

(c) If any claim or action is instituted or threatened by a third party against a party to this Agreement for which it believes it is entitled to be indemnified pursuant to this Agreement, it shall promptly give notice thereof to the other party, and cooperate fully with the indemnifying party. The indemnifying party shall solely control the defense and settlement of such claims. The indemnified party shall be permitted to participate in such defense and represent itself at its own expense and to use counsel of its own choosing.

Delmar Publishers makes no warranties or representations of any kind, whether expressed or implied for the Content and Content Service it is providing regarding the merchant-ability or fitness for a particular use or purpose.

Connection speed to the service represents the speed of a connection and does not represent guarantees of available end to end bandwidth.

The parties agree that WebMD makes no warranty or representation regarding, nor is WebMD responsible for, the Content, which WebMD is obtaining from Delmar Publishers under this Agreement, and as to which WebMD has a duty not to edit or change (Section 2.3 above).

ARTICLE VI - MISCELLANEOUS

During the term of this Agreement the parties may under mutual consent reach a new agreement on

license of Content and provision of Content Services to WebMD. At such time, this Agreement shall be amended to reflect any new understanding between the parties.

(a) WebMD hereby grants Delmar Publishers a revocable license to use any WebMD service mark, trademark, trade name and logo associated with WebMD (the "WebMD Marks") solely in the advertisement and promotion of WebMD during the term of this Agreement. Delmar Publishers shall not use any mark, name or logo to identify WebMD other than the WebMD Marks without WebMD's prior written consent. Delmar Publishers acknowledges that the WebMD Marks are valid service marks, trademarks, trade names and logos and the sole property of WebMD, and Delmar Publishers shall not disparage or challenge the validity of the WebMD Marks during the term of this Agreement. Delmar Publishers shall promptly notify WebMD of any actual or alleged infringements of WebMD Marks of which Delmar Publishers becomes aware during the term. Nothing contained herein shall be construed to authorize Delmar Publishers: (i) to use any WebMD Marks as a mark, name or logo or as part of the mark, name or logo of any firm, partnership or corporation; (ii) to apply any WebMD Mark to any goods or to use any WebMD Mark in connection with any services except as set forth in this Agreement; or (iii) at any time after the termination of this Agreement, to apply any WebMD Mark to goods or to otherwise use any WebMD Mark in any manner whatsoever. WebMD shall be attributed as the source of the Service in all material produced by or for Delmar Publishers where reference is made to the use of the Content as part of the Service hereunder.

Agreement shall be in writing, and shall be deemed to have been duly delivered if delivered by hand or sent by traceable carrier or prepaid registered or certified mail addressed as follows (or to such other address as may be designated by a party, in writing, pursuant hereto):

Licensee:
--------

     WebMD, Inc.                             cc:  Corporate Counsel
     400 The Lenox Building                       400 The Lenox Building
     3399 Peachtree Road, NE                      3399 Peachtree Road, NE
     Atlanta, Georgia 30326                       Atlanta, Georgia 30326
     Attn: Jeff Arnold, Chief Executive
            Officer

Licensor:
--------

     Delmar Publishers
     3 Columbia Circle
     Albany, New York 12203
     Attn: Greg Burnell, Chief Executive
            Officer

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

Delmar Publishers                        WebMD, Inc.


By:  /s/ Greg Burnell               By:  /s/ W. Michael Heekin
   -------------------------           ------------------------------

Printed Name:  Greg Burnell         Printed Name:  W. Michael Heekin

Title:  President/CEO               Title:  Executive Vice President

Date:  12/22/98                     Date:  12/22/98
     -----------------------             ----------------------------

APPENDIX A

Delmar Publishers Content

Content to be made available to WebMD throughout the term of this Agreement for use on WebMD's website consists of:

1. DELMAR'S NURSES DRUG DATABASE. This service is already "web-ready". It is revised and up to date as of October 1, 1998. The content is almost equally divided between pharmacological information and Nursing Considerations. Delmar Publishers will provide to WebMD monthly updates to include newly approved drugs, and new drugs uses, cautions, side effects, interactions, and warnings. Any technical support required from Delmar to integrate this content into WebMD's web-site will be provided ***.

2. DELMAR'S CATALOG OF PRODUCTS as listed up to December 31, 1998. (see attached catolog) Only Delmar-owned, copyrighted text, graphic, illustration, photograph, video, audiotape, animation, testbank, cd-rom content.

3. WEB HOSTING SERVICES: Delmar Publishes agrees to provide web-hosting services for all web-enabled products for WebMD (Delmar's Nurses Drug Database, Accu-Calc, Electronic Care Plan Maker, and Medical Terminology) for a period of up to 18 months, until such time that WebMD is ready to integrate the above- mentioned Delmar content onto the existing WebMD/RN website. While Delmar Publishers will assist in the development and hosting of a portion of the WebRN website, it is understood that WebMD will retain their license to the content outlined in Appendix A and B, regardless of whether it is hosted by Delmar, WebMD or another third party.

The web-site will be operated and maintained by Delmar Publishers and selected partners to provide a design that is consistent with the current WebMD/RN web site. Delmar Publishers and their partners agree to uphold a professional diligence and skill in maintaining the web-site and in a manner consistent with high industry standards.

4. ADVERTISING SERVICES. Delmar Publisher's agrees to provide WebMD with prominent advertising space on Delmar's website, Nursing.com, for the term of the agreement ***. Delmar Publishers will commit to including WebMD/RN's name, logo and description of service on the Nursing.com. website. In addition, Delmar Publishers will set up a hyperlink to the WebMD/RN website and maintain the link for the life of the contract.

Delmar Publishers will also include advertisement for WebMD/RN in all Nursing and Allied Health catalogs for the term of the Agreement. In addition, Delmar Publishers will mention the same WebMD information listed above in all relevant Nursing Marketing material ***.

5. CONSULTATION SERVICES. Delmar Publishers agrees to provide at least 4 hours of in-person consultation services to WebMD/WebRN personnel every month for the life of the contract.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission

APPENDIX B

DELMAR PUBLISHERS

SUBSCRIPTION AND PROMOTIONAL SUPPORT

1. DELMAR'S NURSES DRUG GUIDE. Delmar Publishers agrees to supply one copy annually of the English language text version of the Drug database for Nurses for each active Subscriber to the WebRN services. Delmar Publishers agrees to bundle this product with a WebRN welcome letter and flyer and ship them to Subscribers, upon mutually agreeable terms and conditions. This WebRN Subscriber benefit will be in effect for the term of this agreement and in accordance with all rights, privileges, and responsibilities outlined in Article I, II, and III in this contract. WebMD will make the content available to authorized Subscribers.

PRODUCT                             ESTIMATED DELIVERY DATE
-------                             -----------------------
Nurses Drug Database                15 days from contract signature date
Electronic Care Plan Maker          45 days from contract signature date
Medical Terminology                 95 days from contract signature date
Accu-Calc                           100 days from contract signature date

3. TECHNICAL SUPPORT. Delmar Publishers will provide ***, technical and editorial support services for integration of Internet compatible content outlined in section 1.2 of Appendix B for deployment and use on WebMD.

4. DELMAR / WEBMD/RN CO-BRANDED WEBSITE. Upon mutually agreeable terms and conditions, Delmar Publishers agrees to develop and host a co-branded website marketing Delmar text, video, and cd-rom products to WebRN and WebMD customers. Delmar Publishers will fulfill all on-line sales orders for books off the co- branded web-site and ship product to the customer. WebMD will be entitled to *** of the net revenue collected from sales of Delmar /ITP content off the co- branded website.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.42

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ("MOU"), dated December 16, 1998, entered into by and on behalf of WebMD, Inc., with its principal offices located at 40180 The Lenox Building, 3399 Peachtree Road, N.E., Atlanta, Georgia 30326 ("WebMD"), and CNN Interactive, a division of Cable News Network, Inc., with its principal offices located at One CNN Center, Box 105366, Atlanta, Georgia 30348- 5366 ("CNN"), is intended to set forth the basic understanding of the parties regarding each party's efforts to enhance and/or promote the other party's web site in certain respects, and the further agreement of the parties to negotiate in good faith the terms of a definitive agreement based on this understanding (the "Agreement").

Accordingly, the parties hereby agree as follows:

a. position WebMD branding prominently on every page of the Health Section;

b. incorporate WebMD Content within the Health Section, introduce WebMD editorially based services to CNN users through existing CNN content areas within the Health Section and possibly create new features for the Health

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

offering in the Link of the Day space on the CNN Site homepage a minimum of *** (***) times per month.

It is understood that CNN may be temporarily excused from performance of certain of the above-commitments during periods of high traffic if it is reasonably necessary for CNN to temporarily remove certain items from the CNN Site to enhance performance during such high-traffic periods. Also, each party shall have the right to temporarily disable links to the other party's site during any time such other Site is experiencing technical difficulties.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(ii) Year 2 - ***; and (iii) Year 3 - ***. The annual fee shall be payable on a quarterly basis in advance, with the initial payment payable upon the earlier of execution of the Agreement or any approved public uses of references to this MOU by WebMD (including the filing of the WedMD S-1).

(i) if traffic in year 1 does not reach the applicable Delivery Benchmark but is *** or more, WebMD's year 2 fee will be reduced by the same percentage as such year 1 under- delivery. For example, if traffic for year 1 equals *** (i.e., *** of the *** target), then in year 2 WebMD will pay only *** of the year 2 fee;

(ii) if traffic in year 1 does not reach *** page impressions, then WebMD and CNN will each have the right to terminate the Agreement by written notice to the other provided at any time during the ten (10) day period following CNN's written delivery of the final traffic numbers. Said termination will take effect two (2) months after the end of year 1. During that two (2) month period (if one of the parties has elected to terminate), WebMD will pay a prorate portion of the year 1 fee;

(iii) if traffic in year 2 does not reach the applicable Delivery Benchmark but is *** or more, WebMD's year 3 fee will be reduced by the same percentage as such year 2 under- delivery; and

(iv) if traffic in year 2 does not reach *** page impressions, then WebMD and CNN will each have the right to terminate the Agreement by written notice to the other provided at any time during the ten (10) day period following CNN's written delivery of the final traffic numbers. Such termination will take effect two (2) months after the end of year 2. During that two (2) month period (if one of the parties has elected to terminate), WebMD will pay a prorated portion of the Year 2 fee.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Network, within forty-five (45) days of this MOU; or (ii) the quality of the WebMD Content fails, at any time, to meet CNN's editorial standards or otherwise adversely affects CNN's reputation, journalistic integrity or goodwill.

The signature of each party's duly authorized representative below shall evidence the agreement of such party that this MOU accurately summarizes its understanding with respect to the subject matter hereof.

CNN INTERACTIVE, A DIVISION OF CABLE NEWS
NETWORK, INC.                                     WEBMD, INC.

/s/ Louis Lettes                                  /s/ Jeff Arnold
----------------------------                      ---------------------------
Signature                                         Signature


Louis Lettes                                      Jeffrey T. Arnold
----------------------------                      ---------------------------
Print Name                                        Print Name

VP Business Development                           Chairman/CEO
----------------------------                      ---------------------------
Title                                             Title

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.43

THIS STRATEGIC DISTRIBUTION ALLIANCE AGREEMENT (the "Agreement") is entered into this 23/rd/ day of October, 1998, by and between WebMD, Inc., a Georgia corporation ("WebMD"), and HBO & Company of Georgia, a Delaware corporation ("HBOC").

1. WebMD is engaged in, among other things, the business of promoting, selling and providing under its "WebMD/SM/" brand name certain Internet-based communications and information services (the "WebMD Services");

2. HBOC is engaged, directly and through its affiliates, in the business of providing integrated patient care, clinical, financial, managed care and strategic management software solutions and other healthcare-related products and services (the "HBOC Services");

3. Section 10 of that certain Investment Agreement dated as of August 24, 1998 (the "Investment Agreement") by and between WebMD and HBOC contemplates that if WebMD and HBOC enter into a strategic alliance agreement within ninety
(90) days of the closing of the investment by HBOC, WebMD will grant a Performance-Based Warrant (as such capitalized term is defined in the Investment Agreement) to HBOC based upon certain annual gross revenues of WebMD derived from the strategic alliance; and

4. The parties agree that this Agreement constitutes the strategic alliance as contemplated in the Investment Agreement and desire to enter into such a strategic alliance pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used in this Agreement shall have the following meanings:

(a) "Affiliates" means any entity controlling, controlled by, or under common control with, either party to this Agreement.

(b) "Correction(s)" means a modification, revision or supplement to the WebMD Services which makes the WebMD Services perform functions it was designed to perform or corrects defects or "bugs."

(c) "Distributor(s)" means HBOC, its Affiliates and those entities which (at the time in question) are authorized by HBOC either as distributor or agent to distribute HBOC Services. Additional Distributors may be added by HBOC during the term of this Agreement so long as HBOC requires any such entity to execute a written agreement with HBOC containing terms and conditions substantially similar to those contained in this Agreement for the protection of Proprietary Information.

(d) "Documentation" means the full and complete documentation in any media and form (CD, hard copy, electronic, etc.) for WebMD Services, including all programmer, user, training, operating, support and other manuals, technical specifications and documents and manuals relating to the installation, implementation, use, maintenance, testing and operation of WebMD Services, together with all revisions, updates and other modifications thereto as WebMD may make from time to time.

(e) "Enhancement(s)" means modifications, revisions, additions or supplements to the WebMD Services which enables the WebMD Services to provide or perform services or functions it could not previously perform or materially improves the manner in which the WebMD Services performs existing functions.

(f) "HBOC Customer(s)" means the (i) current customers of HBOC which have licensed HBOC software or purchased from HBOC services or hardware; and
(ii) prospective customers to whom HBOC or any of its Affiliates is marketing or with whom HBOC or any of its Affiliates is negotiating for the license of HBOC Software or the sale of hardware or HBOC Services. The term "HBOC Customer" shall include Affiliates of any HBOC Customer.

(g) "New Release(s)" means all modifications, revisions, Enhancements, Corrections or replacements for WebMD Services and related Documentation which WebMD has agreed to provide pursuant to this Agreement or which WebMD makes available to its customers in general from time to time at no additional license fee.

(h) "Proprietary Information" means any data or information regarding
(i) the business operations of a party which is not generally known to the public and affords such party a competitive advantage, including but not limited to, information regarding its products and product development, suppliers, marketing strategies, finance, operations, customers, sales, and internal performance results; (ii) proprietary software, including but not limited to:
concepts, designs, documentation, reports, data, specifications, source code, object code, flow charts, file record layouts, databases, inventions and trade secrets, whether or not patentable or copyrightable; and (iii) the terms and conditions of this Agreement.

(i) "Subscription Agreement" means the agreement which sets forth the terms and conditions pursuant to which HBOC Customer will be licensed to use the WebMD Services.

(j) "Territory" means the geographical area and territories listed in

2. LICENSE.

(i) WebMD grants HBOC a non-exclusive, non-transferable license to use WebMD's trademarks, service marks, logos, or slogans (the "WebMD Marks") solely to advertise and promote the WebMD Services during the term of this Agreement. HBOC shall submit all of such materials to WebMD for prior review and approval. HBOC shall not receive any ownership in or to the WebMD Marks as a result of such use. HBOC shall not use any of the WebMD Marks in any manner likely to confuse, mislead or deceive the public, or to be adverse to the best interests of WebMD.

and to display and incorporate such HBOC Internet Commerce Content into WebMD Services, without infringement upon the rights of any party; and (B) will have been prepared and/or compiled with care. If such HBOC Internet Commerce Content is incorporated into the WebMD Services: (x) WebMD shall have the right and license to use such HBOC Internet Commerce Content in order to display and incorporate such HBOC Internet Commerce Content into WebMD Services; and (y) other than the right and license granted pursuant the foregoing clause (x), WebMD shall obtain no rights in or to such HBOC Internet Commerce Content. The parties will negotiate in good faith the terms and conditions under which the HBOC Internet Commerce Content will be incorporated into the WebMD Services.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

1999 for purposes of the possible grant of the Performance-Based Warrant. The parties further agree that such targets merely constitute a good faith estimate by HBOC during the specified time periods and that the failure to meet such targets shall not constitute a breach of this Agreement by HBOC.

3. MARKETING.

4. WebMD RESPONSIBILITIES.

reasonably requested by HBOC on the use, operation and installation of WebMD Services. All training shall be conducted by qualified personnel at such facilities and at such times mutually agreed to by the parties, it being contemplated that initially WebMD's personnel shall provide such training in one or more sessions at HBOC's offices. Unless otherwise expressly agreed, travel and living expenses incurred by each party in connection with the training shall be the responsibility of the party incurring the expenses.

5. PRICES AND PAYMENT.

HBOC shall determine the fees to be charged for the HBOC Internet Commerce Content. The parties shall jointly determine the fees to be charged for services which they jointly develop. WebMD shall be responsible for billing and collection of the amounts owed for the WebMD Services. Concurrently with the incorporation of any HBOC Internet Commerce Content as more fully described in
Section 2(d) of this Agreement, the parties agree to negotiate in good faith an arrangement for WebMD to bill, collect and remit to HBOC fees, if any, relating to any such HBOC Internet Commerce Content.

6. PROPRIETARY RIGHTS AND CONFIDENTIALITY.

of the party which supplied such information authorizing disclosure; or (v) is required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party shall immediately notify the other party so that it can take steps to prevent its disclosure.

7. WebMD WARRANTIES.

8. HBOC WARRANTIES.

9. INTELLECTUAL PROPERTY INDEMNIFICATION. WebMD shall indemnify, defend and hold harmless HBOC, its Affiliates and Distributors and their officers, directors, employees agents and affiliates (collectively, for purposes of this
Section 9, "HBOC Persons") from all damages, liabilities and expenses (and all legal costs including reasonable attorneys fees, court costs, expenses and settlements resulting from any action or claim) arising out of, connected with or resulting in any way from (i) any allegation that the authorized possession, distribution or use (by HBOC, its Affiliates or Distributors) in a manner that is in compliance with this Agreement and the terms and conditions for the use of the WebMD Services of WebMD Services infringes a patent, trademark, copyright, trade secret or other intellectual property right of a third party; and (ii) the use of WebMD Services (by HBOC, its Affiliates or Distributors) in a manner that is in compliance with the terms and conditions for the use of the WebMD Services. If any such claim or proceeding arises, HBOC Persons seeking indemnification hereunder shall give timely notice of the claim to WebMD after they it receive actual notice of the existence of the claim. WebMD shall have the option, at its expense, to employ counsel reasonably acceptable to HBOC Persons to defend again such claim and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon HBOC Persons may be effected without the prior written consent of HBOC Persons. In addition, and at the option and expense of WebMD, WebMD may, at any time after any such claim has been asserted, and shall, in the event any WebMD Services are held to constitute an infringement, either procure for HBOC Persons the right to continue using the WebMD Services, or replace or modify the WebMD Services so that they become non-infringing,

provided that such replacement or modified WebMD Services have the same functional characteristics as the infringing WebMD Services, or, if the prior two (2) remedies are commercially impractical, refund to HBOC all fees, costs and charges paid by HBOC to WebMD for the WebMD Services and any other WebMD Services reasonably rendered ineffective as the result of said infringement. HBOC shall cooperate fully in such actions, making available books or records reasonably necessary for the defense of such claim. If WebMD refuses to defend or does not make known to HBOC Persons its willingness to defend against such claim within ten (10) days after it receives notice thereof, then HBOC Persons shall be free to investigate, defend, compromise, settle or otherwise dispose of such claim in its best interest and incur other costs in connection therewith, all at the expense of WebMD.

10. LIMITATION OF LIABILITY.

11. TERMINATION; DISPUTE RESOLUTION.

this Agreement without cause at the end of the Initial Term or any Renewal Term by providing at least nine (9) months prior written notice to the other party.

(i) The other party fails to observe, perform or fulfill any of its obligations or warranties (other than confidentiality obligations) under the Agreement and fails to cure such default within thirty (30) days after the non- defaulting party gives written notice of such failure;

(ii) The other party fails to observe, perform or fulfill any confidentiality obligation imposed hereunder and fails to cure such default within ten (10) days after the non-defaulting party gives notice of such failure;

(iii) The other party's business is liquidated, dissolved or suspended;

(iv) The other party is prevented from performing any of its material obligations hereunder for more than ninety (90) days due to an event beyond its reasonable control as described in Section 13(k); or

(v) Any representation or warranty made herein by the other party is false or misleading in any material respect as of the date on which it was made or becomes false or misleading in any material respect at any time thereafter.

(i) Except as otherwise specified below in clause (ii), each party will promptly cease using and destroy or return to the other party all advertisements and promotional materials that bear a trademark of the other party and all Proprietary Information of such other party.

(iii) WebMD shall continue to perform all applicable warranty and technical support and other obligations regarding the WebMD Services in accordance with the provisions of this Agreement until such time as the last HBOC Customer Subscription Agreement expires or terminates.

12. EXCLUSIVITY.

13. MISCELLANEOUS PROVISIONS.

terminate this Agreement upon notice if such non-performance continues for a period of ninety (90) days.

If to HBOC:

HBO & Company
301 Perimeter Center North
Atlanta, Georgia 30346
Attn: Vice President, Business Development FAX: (404) 393-6092
with a copy to: General Counsel

If to WebMD:

WebMD, Inc.
400 The Lenox Building
3399 Peachtree Road, NE
Atlanta, Georgia 30326
Attn: Chief Operating Officer
FAX: (404) 479-7651
with a copy to: Corporate Counsel

If delivered by hand, telex, telegraph, facsimile or like method of transmission, the date on which a Notice is actually delivered shall be deemed the date of receipt and if delivered by mail, the date on which a Notice is actually received shall be deemed the date of receipt. Either party may change the address or designated person for receiving Notices by providing notice in accordance with this Section 13(m).

(p) Except as expressly provided herein, each party shall bear its own costs incurred in performing under this Agreement.

IN WITNESS WHEREOF, WebMD and HBOC, intending to be legally bound by the terms of this Agreement, have caused this Agreement to be executed by their duly authorized representatives.

WebMD, INC.

By: /s/ W. Michael Heekin
    --------------------------------

Name: W. Michael Heekin
      ------------------------------

Title: Chief Operating Officer
       -----------------------------

HBO & COMPANY OF GEORGIA

By: /s/ Michael L. Kappel
    --------------------------------

Name: Michael L. Kappel
      ------------------------------

Title: Sr. VP - Corporate Planning
          & Business Development
          --------------------------

Territory

Worldwide

Trademark/Logo Requirements

WebMD Services Pricing Schedule

1. WebMD Package: $29.95/month - WebMD Membership, includes Electronic Data Interchange;/1/ Virtual Receptionist Universal Inbox;/2/ Physician Web Site; Healthcare References and Patient Education Materials; Continuing Medical Education; Interactive Dissectible Anatomy;/3/ Secure Electronic Messaging;/4/ Online Patient Advice Lines; and Consumer Financial Network (collectively, "WebMD Suite")

2. WebMD OnCall Package: $99.95/month - WebMD Suite and WebMD OnCall Medical Messaging Center./5/

3. Upgrades:/6/

(a) Internet Service Provider;/7/ $19.95/month

(b) Network Computer Hardware Package, including printer, monitor with speakers and keyboard - $25.00/month/8/

(c) PC Hardware Package, including printer, monitor with speakers and keyboard - $50.00/month/9/

(d) Patient Test Results: $50.00/month/10/

(e) Pager: MobileComm(R) Monthly Pricing/11/

                    Base Rate   Page Allowance   Page Overcall Price
                    ---------   --------------   -------------------
Local Alpha          $19.95          250            S0.40/page
Regional Alpha       $39.95          140            $0.65/page
National Alpha       $49.95          140            $0.65/page

Note: WebMD and WebMD OnCall packages are sold as a one-year subscription. Each hardware system is sold as a three-year subscription.

1 Subscriber is responsible for fees, if any, charged by EDI providers.

2 Base service includes unlimited Internet-based access; Additional charges for domestic 800-based access at $0.25/minute; Additional international rates and taxes may also apply.

3 Available soon on CD-ROM.

4 Base service includes 5 secure electronic messages/month; Additional secure electronic messages at $2.00 each.

5 Charges include 50 live message transactions/month; Additional live message transactions at $0.75 each. Charges also include 100 integrated voice response ("IVR") transactions/month; Additional IVR transactions at $0.25 each.

7 Base service includes unlimited local dial-up Internet access; Additional charges for long distance dial-up Internet access at $5.95/hour.

8 Additional one-time charge of $100.00 for activation, setup and installation of each hardware package. Installation provided with each hardware package; If not required, additional one-time charge of $25.00 for activation and setup. Subject to one-time early termination charge of $20.00/month for each full mouth remaining in three-year subscription to cover hardware costs. Subscription to Network Computer Hardware Package upgrade requires a subscription to Internet Service Provider upgrade.

9 Additional one-time charge of $100.00 for activation, setup and installation of each hardware package. Installation provided with each hardware package; If not required, additional one-time charge of $25.00 for activation and setup. Subject to one-time early termination charge of $35.00/month for each full month remaining in three-year subscription to cover hardware costs.

10 Base service includes unlimited e-mail-based results/month and 50 telephony-based results/month; Additional telephony-based results at $0.50 each.

11 Subscription to Pager upgrade requires a subscription to WebMD OnCall Package.

Joint Services

WebMD and HBOC agree that they may develop in the future from time to time joint products and services as contemplated by this Agreement. The terms and conditions relating to the offering of those products and services, when developed, shall include, among other things and without limitation, the following terms and conditions:

1. Patient Test Results offering: *** of Net Revenues, if any, derived from a proposed patient test results offering.

2. Electronic commerce sales of HBOC Services through WebMD: HBOC retains *** of such revenues, if any.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Performance-Based Warrant Targets

1. WebMD gross revenues of *** (***) generated by the joint marketing efforts of WebMD and HBOC during the twelve (12)-month period ended March 31, 1999.

2. WebMD gross revenues of *** (***) generated by the joint marketing efforts of WebMD and HBOC during the twelve (12)-month period ended March 31, 2000.

3. WebMD gross revenues of *** (***) generated by the joint marketing efforts of WebMD and HBOC during the twelve (12)-month period ended March 31, 2001.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Incentive Commissions

(Monthly payments per paid Subscriber)

(d) Patient Test Results: See Section 3 of Exhibit D of this Agreement

(e) Pager: *** of base rate Subscriber fees as set forth on Exhibit C of this Agreement

4. Additional Charges
(a) Virtual Receptionist Universal *** of usage fees for domestic 800-based Inbox: access

(b) WebMD OnCall: *** of overcall live message and IVR transaction fees

WebMD shall remit to HBOC as an up-front payment an amount equal to the incentive commissions as set forth above for months one (1) to three (3) following enrollment by HBOC or its Affiliates of new paid Subscribers pursuant to the terms and conditions of this Agreement. Thereafter, WebMD shall remit to HBOC on a monthly basis amounts equal to the incentive commissions set forth above for each of months four (4) and all remaining months until the expiration or termination of the Subscription Agreements of such paid Subscribers following enrollment by HBOC or its Affiliates. Thereafter, WebMD shall not owe any further incentive commission to HBOC with respect to such Subscribers.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

HBOC Competitors

1. Cerner Corporation
2. Shared Medical Systems Corporation
3. IDX Systems Corporation

HBOC Exclusivity Targets

1. WebMD gross revenues of *** (***) generated by the joint marketing efforts of WebMD and HBOC on or before March 31, 2000.

2. WebMD gross revenues of *** (***) generated by the joint marketing efforts of WebMD and HBOC during the twelve (12)-month period ended March 31, 2001.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

WebMD Competitors

1. Physicians' Online, Inc.
2. Healtheon Corporation
3. InteliHealth, Inc.
4. HealthGate Data Corp.
5. Medcast, Inc.

WebMD Exclusivity Targets

1. WebMD gross revenues of *** (***) generated on or before March 31, 2000.

2. WebMD gross revenues of *** (***) generated during the twelve (12)-month period ended March 31, 2001.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.44

THIS ADDENDUM TO STRATEGIC DISTRIBUTION ALLIANCE AGREEMENT (this "Addendum"), entered into as of the 3rd day of November, 1998, effective as of the 27th of October, 1998, is made by and between WebMD, INC., a Georgia corporation ("WebMD"), and HBO & COMPANY OF GEORGIA, a Delaware corporation ("HBOC").

WHEREAS, WebMD and HBOC are parties to that certain Strategic Distribution Alliance Agreement dated as of October 23, 1998 (the "Agreement");

WHEREAS, under the Agreement, HBOC will market the WebMD Services (as defined in the Agreement) to HBOC Customers (as defined in the Agreement);

WHEREAS, the parties have agreed upon certain additional terms with regard to a certain marketing program to be undertaken by HBOC under the Agreement; and

WHEREAS, WebMD and HBOC desire to enter into this Addendum to provide for such additional terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WebMD and HBOC hereby agree as follows:

"WebMD Subscription" means the entry by a Subscriber into a Subscription Agreement with WebMD for use of the WebMD Services as a direct result of the marketing efforts of HBOC, provided that the term of such agreement shall be no less than three (3) years, subject to applicable provisions of WebMD's Terms and Conditions of Use and Service Agreement.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

agreement ("License Agreement") with such Entity for use of HBOC's Connect 2000 software product ("Connect 2000"), then WebMD will pay to HBOC up to *** ($***) of the Initial License Fee (as defined below) applicable to an individual seat license under the License Agreement. Notwithstanding the foregoing, WebMD will only make such payment for the lesser of the number of (i) Connect 2000 users/seat licenses or (ii) WebMD Subscriptions entered into by an Entity in connection with this marketing program.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

IN WITNESS WHEREOF, WebMD and HBOC have executed this Addendum effective as of the day and year first above written.

WebMD, INC.

By:    /s/ W. Michael Heekin
       ------------------------------------
Name:  W. Michael Heekin
       ------------------------------------
Title: Chief Operating Officer
       ------------------------------------

HBO & COMPANY OF GEORGIA

By:    /s/ Michael L. Kappel
       ------------------------------------
Name:  Michael L. Kappel
       ------------------------------------
Title: Sr. VP - Corporate Planning/Business
       ------------------------------------
       Development
       ------------------------------------

CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.45

INTERNET CUSTOMIZATION AND ACCESS SERVICES AGREEMENT

This Internet Customization and Access Service Agreement (the "Agreement") is entered into this 18th day of December, 1998 (the "Effective Date") between CompuServe Interactive Services, Inc., a Delaware corporation, whose address is 5000 Arlington Center Boulevard, Columbus, Ohio 43220 ("Company") and WebMD, Inc., a Georgia corporation, whose address is 3399 Peachtree Road, Suite 400, Atlanta, Georgia 30326 ("WebMD").

The parties hereto agree and bind themselves as follows:

(1) DEFINITIONS.

(a) "Company Services" shall mean the Internet Access Service and any other services to be provided by Company under this Agreement.

(b) "End User" shall mean any person or entity to whom the End User Software is distributed pursuant to this Agreement.

(c) "Fulfillment Date" shall mean the earlier of (i) the date that the fulfillment materials are first available for delivery to End Users or (ii) sixty (60) days after the Effective Date.

(d) "Internet Access Service" shall mean the standard personal computer- based, narrow-band U.S. versions or the CompuServe(R) brand online service that provides access to the Internet, either via dial-up connections locally or via a local or toll-free telephone number provided by Company hereunder.

(e) "Interactive Service" shall mean an entity offering on or more of the following: (i) online or Internet connectivity services (e.g., an Internet service provider); (ii) a broad selection of aggregated third party interactive content (or navigation thereto) (e.g., an online service or search and directory service); (iii) communications software capable of serving as the principal means through which a user creates, sends and receives electronic mail or real time online messages.

(f) "Joint Marketing Plan" shall mean a plan for the marketing of the services contemplated herein to be developed and mutually agreed upon by the Parties within thirty (30) days of the Effective Date. Such Plan shall thereafter be reviewed at least once every six (6) months and amended by the Parties from time to time as necessary to advance the Parties' mutual planning objectives and take account of changes contemplated by this Agreement.

(g) "Subscriber" shall mean any End User who is registered with Company as an authorized current user of the Internet Access Service.

(h) "End User Software" shall mean the object code version of the Company's standard software for End Users to utilize the Internet Access Service.

(i) "Host Software" shall mean the object code version of the software located on Company's computer hardware that delivers content to Subscribers as such software shall be modified for WebMD pursuant to Section 2(a) hereof.

(j) "Support and Service Agreement" shall mean an agreement for the provision of technical support to Subscribers and all other WebMD subscribers with regard to the Company Services and the WebMD Site, which agreement shall be developed and mutually agreed upon by the Parties within *** days of the Effective Date. Such agreement shall thereafter be reviewed at least once every *** months and amended by the Parties from time to time as necessary to advance the Parties' mutual planning objectives and take account of changes contemplated by this Agreement.

(k) "Technical Integration Plan" shall mean a plan for technical integration of the services contemplated hereunder to be developed and mutually agreed upon by the Parties within thirty (30) days of the Effective Date. Such Plan shall thereafter be reviewed at least once every six (6) months and amended by the Parties from time to time as necessary to advance the Parties' mutual planning objectives and take account of changes contemplated by this Agreement.

(l) "WebMD Site" shall mean the WebMD homepage on the World Wide Web located at the location specified on Exhibit 2, as such Site may be changed, modified or further developed during the term of this Agreement.

(2) COMPANY OBLIGATIONS.

(a) CUSTOMIZATION. Company, at *** cost and expense, will customize the Host Software as specified on Exhibit 2 as is reasonably necessary and technically feasible to redirect Subscribers to an automated WebMD start page.

(b) Company will provide WebMD with the then current End User Software in object code form for distribution by WebMD pursuant to this Agreement, Company hereby grants WebMD a non-exclusive license to distribute and promote the End User Software and related documentation during the Term, solely to the limited extent and for the express purposes contemplated hereunder.

(c) INTERNET ACCESS. Company shall provide Internet Access to each End User who requests such service during the term of this Agreement on the standard terms and conditions for the provisions of Internet Access Services set forth on Exhibit I and at the rate listed on Exhibit 2 hereto. In no event shall WebMD modify or add any surcharges to the fees charged by Company for the Internet Access Service.

(d) E-MAIL ADDRESSES. As a part of the Company Services, Company shall provide each End User with either (i) *** personal e-mail address with its Internet Access Service known as "CompuServe Classic" (versions 4x and below) or
(ii) a primary e-mail address plus *** additional addresses as sub-accounts to Subscribers with Company's new service currently known as "CompuServe 2000" for use in connection with the other Company Services provided hereunder. The Parties hereby acknowledge that WebMD provides

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

professional e-mail addresses and messaging services through its virtual receptionist product to End Users as a standard feature of a WebMD subscription. All WebMD links, toolbars and other directional indications will point to the virtual receptionist and other electronic communication features included with the applicable WebMD subscription. The e-mail toolbar in the Company browser used as a part of the End User Software will point to the Company e-mail services provided as part of this Agreement. The above listed features will be mutually agreed to by the Parties and set forth in the Technical Integration Plan.

(e) COMPANY USER SUPPORT SERVICE. As more specifically set forth in the Support and Service Agreement, Company will provide its standard End User service to WebMD, including a unique toll number, available 24 hours a day, 7 days a week to handle questions relating to the Internet Access Service, including registration, installation and billing questions, and the Software provided hereunder.

(f) REPORTING; BILLING. WebMD shall be responsible for billing all Subscribers under the rate(s) set forth in Exhibit I on a monthly basis ("Subscribers' Fees") and remitting such Subscriber Fees to Company as provided below. Company shall provide its standard reports on the Company Services, including without limitation, information on the number of Subscribers and total billed revenue. Company shall invoice WebMD for all active Subscribers no later than the last Saturday of each month. WebMD shall pay all undisputed invoices no later than *** days from the date CompuServe sends such invoices. WebMD shall use commercially reasonable efforts to resolve all disputed invoices within thirty (30) days. Company shall make such standard reports available electronically to WebMD in a mutually agreeable file format suitable to permit WebMD to incorporate such reported data into its bills to Subscribers. Company and WebMD shall make customized reports, including reports in electronic format, available to WebMD at WebMD's reasonable request. WebMD bears sole risk of collection for delinquent accounts, except to the extent the delinquency results from service problems caused by Company, and provided that WebMD can terminate service for delinquent accounts immediately. Each Party shall maintain complete, clear and accurate records of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of financial obligations under this Agreement ("Records"). All such Records shall be maintained for a minimum of *** years following termination of this Agreement. For the sole purpose of ensuring compliance with this Agreement, each Party shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party which are directly related to amounts payable to the Party requesting the audit pursuant to this Agreement. Any such audit may be conducted after *** business days prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of Company shall occur during the period beginning on *** and ending ***. No such audit of WebMD shall be conducted during the period beginning on December 1 and ending January 1. In lieu of providing access to its Records as described above, a Party shall be entitled to provide the other Party with a report from an independent certified public accounting firm confirming the information to be derived from such Records.

*** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(g) INSTANT MESSENGER SERVICE. Company shall provide as part of the End User Software or make available through electronic access on the Internet the "CompuServe Instant Messenger" software to Subscribers and to all other WebMD subscribers, regardless of their Internet service provider, all as more specifically set forth in the Technical Integration Plan. The distribution of the Instant Messenger software shall be subject to Company's then-current terms and conditions.

(h) USER SUPPORT AND SUPPORT OF ADDITIONAL SOFTWARE. Company shall provide a toll-free telephone number to receive End User trouble calls regarding the WebMD Site and other issues as more fully set forth in the Support and Service Agreement. Based on a mutually agreeable script, Company may encourage WebMD subscribers who use the Company dial-up support to change their Internet service provider to a full or "bring your own access" Company account, all as more specifically set forth in the separate Support and Service Agreement.

(i) COMPANY FULFILLMENT RESPONSIBILITIES. Company, at its sole cost, shall be responsible for the creation and reproduction of the fulfillment materials set forth on Exhibit 2 attached hereto ("Company Fulfillment Materials"), all as more specifically set forth in the Joint Marketing Plan.

(j) USE OF COMPANY FORUMS. As one of the Company Services, each Subscriber shall have access to Company public forums. All such forums will maintain the Company branding and links to Company membership information. Company also agrees to explore and negotiate in good faith toward the development of creating private forums for all other WebMD subscribers. In addition, Company will explore and negotiate in good faith to create a method of providing access to Company public forums by non-subscribing consumers accessing the WebMD Site who are also non-Company subscribers. Notwithstanding the above, Company shall not be required to provide non-Company subscribers with access to such forums if it will have a material adverse impact on the Company.

(3) WEBMD OBLIGATIONS.

(a) MINIMUM SUBSCRIPTION COMMITMENTS. WebMD will generate a minimum of *** Subscribers within eight (8) months and *** Subscribers within twelve (12) months of the Fulfillment Date. If the eight (8) month hurdle described above is not met, WebMD will perform a direct mail campaign (or a mutually agreeable campaign of similar size) to *** physicians or similar target, which will primarily market the Company Services. If the twelve (12) month hurdle described above is not met, WebMD will perform at its own expense a second direct mail campaign (or a mutually agreeable campaign of similar size) to ***, then currently licensed physicians or similar target which will primarily market the Company Services. In addition, if the twelve (12) month hurdle is not met, Company may no longer use WebMD as the exclusive distribution channel to the medical community and Company may choose to terminate this Agreement, either upon thirty (30) days prior written notice to WebMD. If Company fails to provide such notice within thirty (30) days of the date of the twelve (12) month hurdle, this Agreement shall continue in full force in accordance with the terms hereof.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(b) WEBMD FULFILLMENT RESPONSIBILITIES. WebMD, at its sole cost, will be responsible for the distribution to End Users of the fulfillment materials listed on Exhibit 2 ("Fulfillment Materials"). WebMD will conduct an initial general distribution of the Fulfillment Materials to *** potential End Users, all as more specifically set forth in the Joint Marketing Plan. Company shall be the exclusive Internet Access Service provided on the Fulfillment Materials for End Users with personal computers.

(c) PROMOTIONAL OFFERS. Once per calendar quarter, WebMD will undertake a promotional offer to WebMD subscribers to encourage End Users using other Internet service providers through individual, personal computers to switch to the Company Services, all as more specifically set forth in the Joint Marketing Plan.

(d) MANAGEMENT OF WEBMD SITES. WebMD will manage, review, delete, edit, create, update and otherwise manage the WebMD Site and the Anchor Tenant Site (described below) (collectively, the "Sites). WebMD will ensure that the Sites are current, accurate and well-organized at all times.

(e) SOLICITATION OF COMPUSERVE USERS. During the term of this Agreement neither WebMD nor its agents will (i) solicit, or participate in the solicitation of Subscribers when that solicitation is for the benefit of an Interactive Service (including WebMD, if the solicitation is intended to cause Subscribers to use another provider for online access) that is in competition with Company, its parent or affiliates or (ii) use the Company Services to promote any product or service (excluding the products and services offered by WebMD that are competitive with those Company exclusive advertising and commerce relationships set forth on Exhibit 3 hereto. Neither WebMD nor its agents may use the Company Services to promote products or services of third parties. For a period of one year after the expiration or termination of this Agreement, WebMD will not directly market, including without limitation direct contact by mail, e-mail or telemarketing, an online access provider that is in competition with Company to WebMD subscribers who are also Subscribers.

(f) COLLECTION OF SUBSCRIBER INFORMATION. WebMD is prohibited from collecting Subscribers' screen names e-mail addresses or other individually identifying information ("User Information") from public or private areas within the Company Service unless WebMD has a separate, business relationship with such Subscribers. For purposes of this section, a "prior, business relationship" shall mean that Subscribers either engaged in a transaction with WebMD or voluntarily provided information to WebMD.

(4) JOINT OBLIGATION.

(a) CONTENT. WebMD shall at its own expense design, create, edit, manage, update, and maintain a custom "consumer" version of its health community for Company ("Anchor Tenant Site"). Company agrees to feature WebMD as the anchor tenant in Company's Health Channel. The top three (3) pages of the Anchor Tenant Site shall be co-branded to include the CompuServe and WebMD brand names ("Co- Branded Pages"). The Parties shall, in good faith, use reasonable commercial efforts to develop and implement a Technical Integration Plan relative to the design, development and management of the Anchor Tenant Site. Such

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

Technical Integration Plan shall include reasonable commercial standards for WebMD's responsibilities in managing and hosting the Anchor Tenant Site. Company owns all right, title and interest in and to the advertising and promotional spaces (i) within the Internet Access Service (including, without limitation, advertising and promotional spaces on any Company forms or pages which are included within, preceding, framing or otherwise associated with the Anchor Tenant Site and (ii) on the Co-Branded Pages. WebMD will own all right, title and interest in and to the advertising and promotional spaces within the WebMD Site but excluding the Co-Branded Pages. WebMD will not serve on the Co-Branded Pages advertising or commerce that is competitive with those Company exclusive advertising and commerce relationships set forth on Exhibit 3 hereto or with Interactive Services that are in competition with the Company. The provisions of this Subsection will be more specifically set forth in the Technical Integration Plan.

(b) BRANDING. Company and WebMD will mutually agree to an appropriate level of Company branding in the WebMD Site all as more fully set forth in the Technical Integration Plan. This branding will be used for both branding and navigation to the Company main menu. WebMD will place a Company link on the bottom frame of the WebMD portal as long as a customer is not a member of another affinity WebMD program, and Company will have preferred placement in the WebMD "lounge" area, all as more specifically set forth in the Technical Integration Plan.

(c) COMMERCIAL RELATIONSHIPS. WebMD is free to create commercial relationships and promote those relationships on the WebMD portal and Web Site. Company is free to create commerce relationships and promote those relationships on the Company Services.

(d) OPERATION STANDARDS. Company shall be responsible for all communications, hosting costs and expenses associated with the Internet Access Service and will provide all computer hardware and software necessary for End Users and Subscribers to access the Internet Access Service. WebMD shall be responsible for all communications, hosting costs and expenses associated with the WebMD Site and will provide all computer hardware and software necessary for End Users and Subscribers to access the WebMD Site and Anchor Tenant Site. Each Party will ensure that the performance and availability of their respective services and sites are monitored on a continuous, 24/7 basis and remain competitive in all material respects with the performance and availability of other similar services based on similar form technology.

(5) TERM AND TERMINATION.

(a) TERM. This Agreement shall commence on the Effective Date, and shall continue in effect for two (2) years after the Fulfillment Date (the "Initial Term"), unless earlier terminated as provided herein. Upon prior, mutual written consent, the parties may extend the term of this Agreement for additional one
(1) year terms.

(b) Termination. Either Party may terminate this Agreement immediately upon the occurrence of any of the following events: (i) if the other Party breaches a material term of this

Agreement and fails to cure such breach within thirty (30) days following the nonbreaching Party's written notice of such breach which shall specify the conditions to be cured in reasonable detail; (ii) if the other Party dissolves, discontinues or terminates its business, or if any bankruptcy, reorganization, insolvency, dissolution or similar proceeding is instituted by or against it and is not dismissed within sixty (60) days, or if it makes any assignment for the benefit of creditors or takes any corporate action in furtherance of the foregoing; or (iii) if the Parties fail to develop and execute either the Joint Marketing Plan, the Technical Integration Plan or the Support and Service Agreement. Upon termination of the Agreement pursuant to either Section 5(a) or 5(b) of this Agreement, Company may engage in separate billing arrangements with Subscribers.

(6) INTELLECTUAL PROPERTY RIGHTS.

(a) SOFTWARE. Except as expressly provided in Section 6(b), all components of the End User Software, Host Software and all intellectual property rights therein are and shall be owned by Company. In the event that the Software should become, or in Company's opinion is likely to become, the subject of a claim of infringement of any patent, copyright, trademark or trade secret, then Company may, at its option: (i) procure the right to continue using the Software; or
(ii) replace or modify the Software to make it noninfringing with functionally equivalent software.

(b) TRADEMARKS AND OTHER PROPRIETARY MARKS. The parties acknowledge and agree that the other Party may specify certain trade names, trademarks, service marks, logos and other proprietary marks ("Marks") of the other Party that will be required to appear packaging, advertising and promotional materials and that all usage of any such Marks shall be in accordance with the guidelines that the parties will communicate to each other on their accepted usage. All promotional materials that use the other Party's Mark, including the use of such Marks on packaging, disks, documentation and advertising shall be mutually agreed to by the Parties. Each Party acknowledges the other Party's intellectual property rights in and to each of their respective Marks, and, except as provided in this paragraph, nothing in this Agreement shall be construed to grant either Party any rights in or to the other Party's Marks. Except as expressly authorized in advance in writing, each Party shall not use any mark of the other Party in any advertising, marketing, technical, packaging or other materials. Neither Party shall challenge or contest the ownership of the Marks or validity of the Marks. Neither Party shall do anything that is inconsistent with such ownership and agrees that all use of the Marks shall inure to the benefit of and be on behalf of the owner of the Marks. Neither Party shall set up any adverse claim against the Party owning the Marks based on its use of the Marks as may be authorized hereunder. Each Party shall employ best efforts to use the Marks in a manner that does not denigrate from the owner's rights in the Marks and will take no action that will interfere with or diminish its rights in the Marks. Neither Party shall adopt, use or register any Mark, corporate name, or certification mark or other designation similar to, or containing in whole or in part, the Marks not owned by it.

All rights not expressly granted herein related to the Marks are reserved by the owner. Neither Party may use the Marks in a manner other than as expressly described herein. All rights that either Party has acquired or may acquire in Marks owned by the other Party in

conjunction with this Agreement, including all associated goodwill, shall be the property of the owner of the Marks solely and hereby are assigned to such owner. Except as otherwise expressly provided herein, neither Party shall assign, transfer or sublicense its rights under this Section in any manner without the prior written consent of the other Party. Any attempted assignment or transfer in violation of the provisions hereof, by operation of law or otherwise, shall be void. Neither Party shall use a Mark in any manner which, in Mark owner's reasonable judgment, will diminish or otherwise damage such owner's goodwill in the Mark, including, but not limited to uses which could be deemed to be obscene, pornographic, excessively violent or otherwise in poor taste or unlawful, or which purpose or objective is to encourage unlawful activities. Each Party acknowledges and agrees that a breach by it of this Section may cause the other Party or its licensor(s) irreparable damage that cannot be remedied in monetary damages in an action at law, and may also constitute infringement of the Marks. In the event of any breach that could cause irreparable harm to the owner of the Marks, or cause some impairment or dilution of its reputation or Marks, such owner shall be entitled to an immediate injunction, in addition to any other available legal or equitable remedies.

(7) CONFIDENTIALITY.

(a) For purposes of this Section 7, the following terms shall have the meanings as specified below:

(i) "Trade Secrets" means information which: (A) derives economic value, actual or potential, from not being generally known to, and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and, (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(ii) "Confidential Information" means information, other than Trade Secrets, that is of value to its owner and is treated as confidential.

(iii) "Proprietary Information" means Trade Secrets and Confidential Information.

(b) Each party ("Receiving Party") agrees to hold the Proprietary Information of the other party ("Disclosing Party") in strictest confidence and not to, directly or indirectly, copy, reproduce, distribute, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of the Disclosing Party to any third party, or utilize the Proprietary Information of the Disclosing Party for any purpose whatsoever other than as specifically authorized by this Agreement. With regard to the Trade Secrets, this obligation shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, this obligation shall continue for the term of this Agreement and for a period of five years thereafter. The Receiving Party acknowledges and agrees that the Proprietary Information of the Disclosing Party is and shall at all times remain the sole and exclusive property of the Disclosing Party and in the event of termination or expiration of this Agreement for any reason, the Receiving Party shall return immediately to the Disclosing Party all Proprietary Information of the Disclosing Party and any copies thereof in its possession or under its control. Upon the return of such Proprietary

Information, the Receiving Party shall provide the Disclosing Party with a signed written statement certifying that it has returned all Proprietary Information of the Disclosing Party and any copies thereof to the Disclosing Party.

(c) Without limiting the general obligations specified in subparagraph (b) above, the Receiving Party agrees to implement the following security steps in order to protect the confidentiality and security of the Proprietary Information of the Disclosing Party:

(i) Implement internal procedures to limit, control and supervise the use of the Proprietary Information of the Disclosing Party.

(ii) Make the Proprietary Information of the Disclosing Party available only to full-time employees of the Receiving Party who have executed written agreements requiring them to recognize the proprietary and confidential nature of the Proprietary Information of the Disclosing Party and to comply with the nondisclosure obligations set forth herein.

(iii) Notify the Disclosing Party in writing of any suspected or known breach of the obligations and/or restrictions set forth in this Section 7.

(iv) Use those security procedures it uses for its own proprietary information that it protects against unauthorized disclosure, appropriation or use.

(8) LIMITATION OF LIABILITY. NEITHER PARTY SHALL HAVE LIABILITY TO ANY OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE THEREOF (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PRODUCTS, THE USE OR INABILITY TO USE THE COMPANY SERVICES, THE WEBMD SITE, THE ANCHOR TENANT SITE, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 9 BELOW. LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES.

(9) INDEMNITY.

(a) COMPANY. Company agrees to defend, indemnify and hold WebMD and the officers, directors, agents, affiliates, distributors, franchisees and employees of WebMD harmless from and against any and all claims, losses, damages, actions, liabilities, expenses, or costs, including reasonable attorneys fees, arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party based on (a) any assertion that any of the Company Services or the Software, alone or in combination, infringes the patent, copyright, trademark, intellectual property or similar rights or trade secret rights of such third

party, (b) violation by Company of any administrative order, applicable law, governmental regulations, (c) Company's violation of its terms of service with respect to Subscribers.

(b) WEBMD. WebMD agrees to defend, indemnify and hold Company and the officers, directors, agents, affiliates, distributors, franchisees and employees of Company harmless from and against any and all claims, losses, damages, actions, liabilities, expenses, or costs, including reasonable attorneys fees, arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party based on (a) any assertion that the WebMD Site infringes the patent, copyright, trademark, intellectual property or similar rights or trade secret rights of such third party, or (b) violation by WebMD of any administrative order, applicable law or governmental regulation.

(10) DISCLAIMERS.

(a) COMPANY'S DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DOES NOT MAKE ANY AND IT HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPANY SERVICES, OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY ECONOMIC OR OTHER BENEFIT THAT WEBMD MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

(b) WEBMD DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WEBMD DOES NOT MAKE ANY AND WEBMD HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THE WEBMD SITE, WEBMD'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WEBMD SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING ANY ECONOMIC OR OTHER BENEFIT THAT COMPANY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

(10) FORCE MAJEURE. No party shall be liable for a delay in the performance of its obligations and responsibilities under this Agreement due to causes beyond its reasonable control, including, but not limited to, prohibitions or requirements of applicable laws, failures or delays in transportation or communication, failure or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment or technical failures, provided that the delayed party has taken reasonable measures to notify the other, in writing, of the delay. The time for completion of any obligation to which this provision applies shall be extended for a period equivalent to the delay.

(11) EXCLUSIVITY. During the term of this Agreement and subject to the Minimum Subscription Commitments of WebMD set forth in Section 3(a) hereof, Company shall not market, sell or distribute Company-branded Internet services with any other medical service Internet aggregator, including without limitation, *** and ***; provided, however, Company may bundle a non- branded Internet access service with any such medical service Internet aggregator. During the term of this Agreement, WebMD shall not enter into agreements with third parties for Internet service provider services (excluding America Online, Inc.), supplied through a personal computer, and otherwise substantially similar to those contemplated hereunder. For purposes of this Section, "substantially similar shall mean the combination of dial-up Internet access, customized web browser software and end-user support services provided by such third Party.

(12) NOTICES. All notices, requests, demands, or communications required or permitted shall be in writing, delivered personally or by overnight courier service, or by facsimile or First Class U.S. Mail to the respective addresses set forth at the beginning of the Agreement (or at such other addresses as shall be given in writing by either Party to the other), and, in the case of WebMD, with a copy to: Corporate Counsel, WebMD, Inc., 3399 Peachtree Road, Suite 400, Atlanta, Georgia 30326; in the case of Company, with a copy to: Vice President of Business Affairs, with a copy to the Assistant General Counsel, CompuServe Interactive Services, Inc., 5000 Arlington Centre, Columbus, Ohio 43220. All notices, requests, demands or communications shall be deemed effective upon receipt.

(13) GOVERNING LAW. The substantive law of the State of Ohio, excluding its conflicts principles shall govern this Agreement.

(14) RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall be construed to make either Party an agent, joint venturer or partner of or with the other, and neither Party shall have the right or authority to legally bind the other in any manner.

(15) ASSIGNMENT. Neither Party may assign its rights nor obligations under this Agreement to any third Party without the written consent of the other Party, such consent not to be unreasonably withheld.

(16) WAIVER; REMEDIES CUMULATIVE. No failure or delay (in whole or in part) on the part of any party to exercise any right or remedy shall operate as a waiver thereof, nor affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.

(17) SEVERABILITY. If any provision contained in this Agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, legality, or unenforceability shall not affect the remaining provisions and portions of this Agreement.

(18) COUNTERPARTS. This Agreement may be signed in counterparts, and each counterpart shall be a part of the same whole. Both parties shall comply with all laws, regulations and other legal requirements that apply to this Agreement.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

(19) ENTIRE AGREEMENT. This agreement contains the entire agreement of the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous proposals, discussions, agreements, understandings and communications, whether written or oral and may be amended only in writing executed by both parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

WEBMD, INC. COMPUSERVE INTERACTIVE SERVICES, INC.

By:    /s/ W. Michael Heekin            By:    /s/ Mayo S. Stunz
       --------------------------              --------------------------

Name:  W. Michael Heekin                Name:  Mayo S. Stunz
       --------------------------              --------------------------

Title: Exec V P                         Title: President
       --------------------------              --------------------------

EXHIBIT I

TERMS AND CONDITIONS OF SOFTWARE USE

[TO BE ATTACHED]

EXHIBIT 2

Company will provide pursuant to the terms of the Agreement to WebMD and its End Users the standard Internet Company software package, including an Internet browser, dial-up registration capability.

DESCRIPTION OF HOST SOFTWARE

Such specifications are to be more fully set forth in the Technical Integration Plan, but in any event shall include without limitation, the following: Subject to the terms of the Agreement, Company shall customize the Host Software as is reasonably necessary and technically feasible to create an automated process to lead users to the on-line start page will be the WebMD portal front page; Company agrees to redirect appropriate toolbar icons and pulldowns to WebMD news, sports, stock quote and travel areas.

FULFILLMENT MATERIALS

Company, at *** cost and expense, shall include the following fulfillment materials in the End User fulfillment packages:

(1) Diskettes or CD's containing the Software;
(2) Package labels;
(3) Container and/or mailer; and
(4) Promotional code, which must be prominently displayed.

INTERNET ACCESS RATES

*** per month for unlimited hours of local access each month. Company's current fee structure generally available to its customer base is attached hereto.

OTHER COMPANY INFORMATION

The URL of the WebMD Site is http:www.webmd.com.

***Omitted pursuant to a request for confidential treatment and filed separately with the Commission.

EXHIBIT 3

COMPANY EXCLUSIVE ADVERTISING AND COMMERCE RELATIONSHIPS

EXHIBIT 10.47

RESTATED SHAREHOLDERS AGREEMENT

OF

ENDEAVOR TECHNOLOGIES INC.

1.1   "Affiliate".......................................................   2
1.2   "Agreement".......................................................   2
1.3   "Appraised Value".................................................   2
1.4   "Board of Directors"..............................................   2
1.5   "Articles of Amendment"...........................................   2
1.6   "Business"........................................................   2
1.7   "Business Plan"...................................................   3
1.8   "Bylaws"..........................................................   3
1.9   "CEO".............................................................   3
1.10  "COO".............................................................   3
1.11  "Confidential Information"........................................   3
1.12  "Consultant"......................................................   4
1.13  "Corporation".....................................................   4
1.14  "Corporation Notice"..............................................   4
1.15  "Directors".......................................................   4
1.16  "Distributor".....................................................   4
1.17  "Equity Securities"...............................................   4
1.18  "Exchange Act"....................................................   4
1.19  "First Refusal Offer Fraction"....................................   4
1.20  "Fully Diluted Basis".............................................   4
1.21  "Fundamental Issues"..............................................   5
1.22  "Individual Shareholders".........................................   5
1.23  "Initial Public Offering".........................................   5
1.24  "Non-competition Period"..........................................   5
1.25  "Non-Selling Shareholders"........................................   5
1.26  "Offer Notice"....................................................   5
1.27  "Offer Percentage"................................................   5
1.28  "Offer Period"....................................................   5
1.29  "Participating Securities"........................................   5
1.30  "Participating Shareholders"......................................   6
1.31  "Person"..........................................................   6
1.32  "Personnel".......................................................   6
1.33  "Repurchase Note".................................................   6
1.34  "Sale of the Corporation".........................................   6
1.35  "SEC".............................................................   6
1.36  "Securities Act"..................................................   6
1.37  "Selling Shareholder".............................................   6
1.38  "Series A Common Stock"...........................................   7
1.39  "Series B Common Stock"...........................................   7
1.40  "Series C Common Stock"...........................................   7
1.41  "Series D Common Stock"...........................................   7
1.42  "Shareholders"....................................................   7
1.43  "Stock Dividend"..................................................   7
1.44  "Transfer"........................................................   7
1.45  "Transfer Date"...................................................   7
1.46  "Voting Securities"...............................................   7

3.1   Board of Directors................................................   8
3.2   Voting............................................................   9
3.3   Vacancies.........................................................   9
3.4   Fundamental Corporate Transactions................................  10
3.5   Management of the Corporation.....................................  11

4.1   Community Property Matters........................................  12
4.2   Competition.......................................................  13
4.3   Confidential Information..........................................  14
4.4   Accounts and Reports..............................................  16

5.1   Transfers Generally...............................................  17
5.2   Legend............................................................  19
5.3   Right of First Refusal............................................  20
5.4   Involuntary Transfers.............................................  23
5.5   Repurchase Rights.................................................  24

6.1   Representations and Warranties....................................  27
      (a)  Investment Matters...........................................  27
      (b)  Authority....................................................  28
      (c)  Consents and Approvals.......................................  28
      (d)  No Violations................................................  29
      (e)  Corporate Opportunity........................................  30

7.1   Termination.......................................................  31
7.2   Waivers...........................................................  32
7.3   Assignability.....................................................  32
7.4   Notices...........................................................  32
7.5   Third Party Rights................................................  33
7.6   Choice of Law.....................................................  33
7.7   Interpretation....................................................  34

7.8   Severability......................................................  34
7.9   Enforcement of Agreement..........................................  34
7.10  References to Money...............................................  35
7.11  References to Agreement...........................................  35
7.12  Entire Agreement..................................................  36
7.13  Headings, etc.....................................................  36
7.14  Counterparts......................................................  36
7.15  Survival..........................................................  36
7.16  Amendments........................................................  36

RESTATED SHAREHOLDERS AGREEMENT

OF

ENDEAVOR TECHNOLOGIES INC.

THIS RESTATED SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of the 18th day of October, 1996, made and entered into by and among Endeavor Technologies Inc., a Georgia corporation (the "Corporation"), Jeffrey T. Arnold ("Arnold"), Jouko J. Rissanen ("Rissanen"), Lucius E. Burch, III ("Burch"), Robert A. Frist ("Frist") and the parties named or to be named on the signature pages hereto (collectively with Arnold, Rissanen, Burch and Frist, the "Shareholders").

WHEREAS, the Shareholders believe that it would be in the best interests of the Shareholders and the Corporation that provision be made for the continuity and stability of the ownership of the Corporation, and the Shareholders desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Corporation will be organized and the business of the Corporation will be operated.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, subject to the terms and conditions set forth below, hereby agree as follows:

ARTICLE I

DEFINITIONS

Unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

1.1 "AFFILIATE" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this definition, "control" shall mean the power through the ownership of voting securities, contract, or otherwise to direct the affairs of another Person.

1.2 "AGREEMENT" shall mean this Agreement as originally executed or, as the context or subject matter otherwise requires, as amended, modified, supplemented or restated from time to time.

1.3 "APPRAISED VALUE" shall mean, with respect to any class or series of Equity Securities, the value per share of such class or series most recently determined by a recognized independent valuation firm retained by the Corporation for the purpose of preparing an annual valuation of the Corporation.

1.4 "BOARD OF DIRECTORS" shall mean the Board of Directors of the Corporation.

1.5 "ARTICLES OF AMENDMENT" shall have the meaning ascribed to such term in Section 2.1.

1.6 "BUSINESS" shall mean (a) cardiac care services, including without limitation, cardiac event monitoring, transtelephonic pacemaker follow up and holter monitoring; (b) mobile and fixed site ultrasound and nuclear diagnostic testing services; and (c) the distribution of products and systems related

to arrhythmia management and ultrasound.

1.7 "BUSINESS PLAN" shall mean the strategic plan for the Corporation, including the annual operating and capital budgets of the Corporation prepared annually by the Corporation.

1.8 "BYLAWS" shall have the meaning ascribed to such term in Section 3.1.

1.9 "CEO" shall mean the Chief Executive Officer of the Corporation, who shall also be the Chairman of the Board of Directors of the Corporation, as elected by the Board of Directors of the Corporation from time to time.

1.10 "COO" shall mean the Chief Operating Officer of the Corporation, as elected by the Board of Directors of the Corporation from time to time.

1.11 "CONFIDENTIAL INFORMATION" shall mean (a) information in written form that the Corporation clearly labels as confidential and (b) information which is orally disclosed by representatives of the Corporation where such disclosure is preceded by written notification that such information is confidential. Confidential Information shall not include any information that: (a) is or subsequently becomes publicly available without the receiving party's breach of any obligation owed to the Corporation; (b) became known to the receiving party from a third party prior to the Corporation's disclosure of such information to the receiving party other than as a result of the breach of an obligation of confidentiality owed to the Corporation by such third party; (c) becomes known to the receiving party from a third party other than as a result of the breach of an obligation of confidentiality owed

to the Corporation by such third party; or (d) is independently developed by the receiving party.

1.12 "CONSULTANT" shall mean any person who shall have entered into a consulting agreement with the Corporation pursuant to which such person provides consulting services to the Corporation.

1.13 "CORPORATION" shall have the meaning ascribed to such term in the recitals to this Agreement.

1.14 "CORPORATION NOTICE" shall have the meaning ascribed to such term in
Section 5.3.

1.15 "DIRECTORS" shall mean the persons elected to the Board of Directors in accordance with this Agreement.

1.16 "DISTRIBUTOR" shall mean any person who shall have entered into a representative principal agreement with the Corporation pursuant to which such person distributes the products or services of the Corporation.

1.17 "EQUITY SECURITIES" shall mean any capital stock of the Corporation or any securities convertible into, or exercisable or exchangeable for, capital stock of the Corporation, including, without limitation, the Series A, Series B, Series C and Series D Common Stock of the Corporation.

1.18 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

1.19 "FIRST REFUSAL OFFER FRACTION" shall have the meaning ascribed to such term in Section 5.3.

1.20 "FULLY DILUTED BASIS" shall mean, for purposes of any calculation pursuant to this Agreement that is to be done on a "Fully Diluted Basis," the sum of all of the issued and outstanding

shares of Voting Securities of the Corporation plus all shares of Voting Securities that may be issuable upon the conversion, exchange or exercise of any then outstanding Equity Securities (other than Voting Securities).

1.21 "FUNDAMENTAL ISSUES" shall have the meaning ascribed to such term in
Section 3.4.

1.22 "INDIVIDUAL SHAREHOLDERS" shall mean any Shareholder which is a natural person.

1.23 "INITIAL PUBLIC OFFERING" shall mean the offer and sale by the Corporation of any of its Equity Securities in a transaction underwritten by an investment banking firm, following the completion of which (i) such Equity Securities are listed for trading on any national securities exchange or (ii) there are at least two market makers who are making a market in such Equity Securities through the Nasdaq National Market.

1.24 "NON-COMPETITION PERIOD" shall have the meaning ascribed to such term in Section 4.2.

1.25 "NON-SELLING SHAREHOLDERS" shall have the meaning ascribed to such term in Section 5.3.

1.26 "OFFER NOTICE" shall have the meaning ascribed to such term in Section 5.3.

1.27 "OFFER PERCENTAGE" shall have the meaning ascribed to such term in
Section 5.3.

1.28 "OFFER PERIOD" shall have the meaning ascribed to such term in Section 5.3.

1.29 "PARTICIPATING SECURITIES" shall mean Equity Securities other than Series D Common Stock, including without limitation,

Series A, B and C Common Stock.

1.30 "PARTICIPATING SHAREHOLDERS" shall mean the holders of Participating Securities.

1.31 "PERSON" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other entity.

1.32 "PERSONNEL" shall have the meaning ascribed to such term in Section 4.3.

1.33 "REPURCHASE NOTE" shall have the meaning ascribed to such term in
Section 5.5.

1.34 "SALE OF THE CORPORATION" shall mean either (a) a sale of all or substantially all of the assets of the Corporation, or the sale of all of the capital stock of the Corporation followed by a liquidation of the Corporation or
(b) a merger, consolidation or other business combination involving the Corporation with or into another corporation or a partnership in which (i) the Shareholders receive cash, securities or other consideration in exchange for a majority of their capital stock of the Corporation or (ii) the Corporation is not the surviving entity.

1.35 "SEC" shall mean the United States Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

1.36 "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

1.37 "SELLING SHAREHOLDER" shall have the meaning ascribed to such term in
Section 5.3.

1.38 "SERIES A COMMON STOCK" shall mean the Common Stock, Series A of the Corporation.

1.39 "SERIES B COMMON STOCK" shall mean he Common Stock, Series B of the Corporation.

1.40 "SERIES C COMMON STOCK" shall mean the Common Stock, Series C of the Corporation.

1.41 "SERIES D COMMON STOCK" shall mean the Common Stock, Series D of the Corporation.

1.42 "SHAREHOLDERS" shall have the meaning ascribed to such term in the recitals to this Agreement.

1.43 "STOCK DIVIDEND" shall have the meaning ascribed to such term in
Section 2.1.

1.44 "TRANSFER" shall mean any offer, transfer, sale, exchange, assignment, mortgage, pledge, grant of lien or security interest in, gift or other disposition or encumbrance of any nature, whether voluntary, involuntary or by operation of law; provided, however, that any sale of Equity Securities to the Corporation shall not be deemed to involve any Transfer.

1.45 "TRANSFER DATE" shall have the meaning ascribed to such term in
Section 5.4.

1.46 "VOTING SECURITIES" shall mean all of the issued and outstanding shares of Series A Common Stock of the Corporation taken as a whole.

ARTICLE II

CAPITALIZATION

The relative equity interests of the Shareholders in the Corporation prior to and after the contemplated one share for two

ARTICLE III

CORPORATE GOVERNANCE

(a) For so long as Arnold holds (directly or indirectly) at least 5% of the Corporation's Equity Securities on a Fully Diluted Basis, Arnold shall be entitled to designate three Directors;

(b) For so long as Rissanen owns at least 5% of the Corporation's Equity Securities on a Fully Diluted Basis, Rissanen shall be entitled to designate one Director;

(c) For so long as Burch owns at least 3% of the Corporation's Voting Securities on a Fully Diluted Basis, Burch shall be entitled to designate one Director; and

(d) For so long as Frist owns at least 3% of the Corporation's Equity Securities on a Fully Diluted Basis, Frist shall be entitled to designate one Director.

The right to designate Directors is non-transferrable and any attempted sale, assignment or transfer of such right shall be void, regardless of whether any such sale, assignment or transfer is attempted in connection with or separate and apart from a Transfer

of any Equity Securities.

so as to fill any such vacancy with the new designee of the Shareholder whose previous designee is no longer serving and is the subject of such vacancy. In the event the person no longer serving as a Director and who is the subject of the vacancy (a) was designated by a Shareholder who is no longer entitled to designate an additional Director, or (b) was not designated by a Shareholder, each Shareholder shall cause all Voting Securities beneficially owned by such Shareholder to be voted so as to fill any such vacancy with a nominee recommended by a majority of the remaining Directors; provided, however, that in the event of a tie vote, the nominee chosen by Arnold shall prevail.

(g) removal of any Director; or
(h) the sale of the Corporation.

(b) At least 60 days prior to the end of each fiscal year, the CEO and COO shall cause to be prepared and submitted to the Board of Directors for approval the Business Plan for the ensuing fiscal year. The Business Plan, as approved by the Board of Directors, shall provide the basis for the operation of the Corporation during the fiscal year covered thereby, and the CEO and/ or COO shall report to the Board of Directors on a quarterly basis as to the Corporation's achievement of the objectives set forth in such Business Plan, as well as any material deviations from, or trends affecting, such objectives.

(c) The parties hereto expressly acknowledge and agree

ARTICLE IV

CERTAIN COVENANTS

Securities to the applicable provisions of this Agreement. No spouse executing this Agreement or any such writing solely by reason of his or her community property interest in Equity Securities and the immediately preceding sentence, shall be considered to be a Shareholder under this Agreement.

officer of CPA, (d) any Shareholder's ownership of five percent or less (on a fully diluted basis) of any class of the equity securities of a Person, or (e) any Shareholder's serving as a director of any public company whose shares are traded on a national stock exchange or quoted on the Nasdaq national market system shall not be a violation of the provisions of this Section 4.2.

conduct). The Shareholders acknowledge that a breach of the confidentiality provisions of this Agreement would cause irreparable injury to the Corporation for which no remedy at law would be adequate. It is the understanding of the Shareholders that the obligations relating to Confidential Information may be enforced to the fullest extent permissible under the laws and public policies of the State of Georgia. If there is a breach or threatened breach of the confidentiality provisions of this Agreement, the Corporation shall be entitled to injunctive relief or the equivalent mandatory relief under the laws of the State of Georgia restraining any Shareholder from such breach or threatened breach. The Shareholders acknowledge and agree that the prohibition against disclosure of Confidential Information is in addition to, and not in lieu of, any other or additional rights or remedies which may be available to the Corporation pursuant to the laws of the State of Georgia and that the enforcement by the Corporation of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any rights or remedies which it may possess in law or at equity absent this Agreement.

(b) Upon the written request of the Corporation, the Shareholders shall return to the Corporation or destroy (subject to the right to retain, for archival purposes only, a single copy, which single copy may be used solely by attorneys representing such Shareholder for reference purposes only and may not be used for any commercial or competitive purposes whatsoever) all copies of Confidential Information held by the Shareholders or any Personnel within each Shareholder's organization, regardless of the form in which such Confidential Information is held including, without

limitation, Confidential Information held in written, graphic, pictorial or recorded form (including any working papers prepared by each Shareholder or such Shareholder's Personnel that contain or are derived from any Confidential Information), or stored on computer discs, hard drives, magnetic tape or any other electronic medium, together with a certificate of each Shareholder (if requested by the Corporation) certifying to the same. The foregoing provision shall not apply to Confidential Information which is rightfully held by a Shareholder in connection with its performance under an agreement or agreements between such Shareholder and the Corporation which has not expired or been properly terminated.

(c) No Shareholder shall be subject to the provisions contained in
Section 4.3(a) hereof to the extent that the Shareholder or any of its Affiliates is, based on the advice of its counsel, required by law to make disclosure of any Confidential Information relating to the Corporation.

Securities, the following reports:

(a) within 90 days after the end of each fiscal year a copy of the balance sheet of the Corporation as at the end of such year, together with statements of operations, stockholders' equity and changes in financial position of the Corporation for such year, all in reasonable detail, prepared in accordance with generally accepted accounting principles and practices consistently applied and certified by independent public accountants;

(b) within 45 days after the end of each fiscal quarter (except for the fiscal quarter which is also the end of a fiscal year) a copy of the balance sheet of the Corporation as of the end of such quarter and statements of operations, stockholders' equity and changes in financial position of the Corporation for such fiscal quarters and for the portion of the fiscal year ending on the last day of such quarter, each of the foregoing financial statements to set forth in comparative form the corresponding figures for the corresponding fiscal period in the prior fiscal year, to be in reasonable detail and to be certified, subject to year-end audit adjustments, by the Corporation's chief financial officer or the CEO; and

(c) within 30 days after the end of each month (except for those months which are the end of the first three fiscal quarters of the fiscal year and of the fiscal year) a copy of the statements of operations of the Corporation for such month.

ARTICLE V

CERTAIN RIGHTS

permit to be made any Transfer of Equity Securities except in compliance with the terms and conditions of this Agreement and with then applicable laws, rules and regulations. Any purported Transfer of Equity Securities other than in compliance with the terms and conditions of this Agreement shall be void and of no force and effect and the Corporation shall be entitled to recognize the last Shareholder of record who acquired such Equity Securities in a manner not contrary to this Agreement as the holder of such Equity Securities for all purposes.

(b) The effectiveness of any Transfer of Equity Securities by any Shareholder to any Person, and any issuance by the Corporation of any Equity Securities, shall be conditioned upon the receipt by the Corporation of an instrument in form and substance satisfactory to the Corporation and the Shareholders by which the transferee of such Equity Securities accepts and agrees to be bound as a Shareholder by the terms and conditions of this Agreement. The Corporation shall not issue any certificates representing Equity Securities without receipt of such an instrument in accordance with the preceding sentence. If the Corporation so requests, each request for Transfer of Equity Securities shall be accompanied by an opinion of counsel obtained by the transferor reasonably satisfactory to the Corporation to the effect that the Transfer complies with the applicable provisions of the Securities Act and the rules and regulations thereunder.

(c) No Shareholder shall be permitted to Transfer any Equity Securities to a person engaged in the Business in competition with the Corporation unless such Transfer has received

the prior approval of all of the members of the Board of Directors as constituted at the time of such Transfer.

(d) No holder of Series D Common Stock shall be permitted to Transfer any shares of Series D Common Stock until the first to occur of the following:
(i) the third anniversary of this Agreement, (ii) an Initial Public Offering,
(iii) Sale of the Corporation, or (iv) approval by the holders of not less than two thirds (2/3) of the Participating Securities.

(e) Notwithstanding Section 5.3 or part (d) of this Section 5.1, any Shareholder may Transfer all or any portion of any Equity Securities owned by such Shareholder to any other corporation or partnership, all of the issued and outstanding Voting Securities or voting interests of which are owned directly by the transferring Shareholder, as long as the other requirements for an effective Transfer, as set forth in parts (a), (b) and (c) of this Section 5.1, are fulfilled in connection with such Transfer to such corporation or partnership.

"The securities evidenced by this certificate are subject to restrictions on transferability and resale contained in that certain Restated Shareholders Agreement, dated as of October 18, 1996, among the Corporation and the stockholders named therein, and may not be transferred or resold except in compliance with such restrictions. Such securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred or resold unless so registered or an exemption from

registration is available."

(b) The Non-Selling Shareholders may elect to purchase the Equity Securities that are the subject of any Offer Notice by delivering written notice thereof to the Corporation and the Selling Shareholder within 30 days after receipt of the Corporation Notice (or the Offer Notice in the case of an Offer Notice governed by paragraph (c)) with respect to such Transfer (the "Offer Period"). In the event that any Non-Selling Shareholder accepts the Selling Shareholder's offer, the purchase and sale of the Selling Shareholder's Equity Securities shall be consummated at a closing that shall occur within 30 days after the termination of the Offer Period or within such longer period as the parties shall agree upon. To the extent that any Shareholder does not elect to purchase all of its or his pro rata portion of the Equity Securities of the Selling Shareholder that are the subject of any Offer Notice, any portion of the Selling Shareholder's Equity Securities that remains available shall be offered to those Shareholders (if any) that have elected to purchase all of such Equity Securities that were covered by their Offer Percentage. Such Shareholders may purchase all or part of the remaining portion of the Selling Shareholder's Equity Securities in proportion to their relative Offer Percentages (adjusted to exclude from the denominator of the First Refusal Offer Fraction, the Equity

Securities attributable to any Shareholders not electing to purchase all of the Equity Securities that are the subject of such Shareholder's Offer Percentages). At the closing of the purchase and sale of such Equity Securities, each Non- Selling Shareholder electing to purchase such Equity Securities shall pay for the Equity Securities elected to be purchased by delivering the purchase price therefor in immediately available funds or such other consideration as may have been described in the Offer Notice against delivery of certificates representing such Equity Securities duly endorsed for transfer.

(c) Notwithstanding paragraphs (a) and (b) above, in the event an Offer Notice issued prior to the second anniversary of the date hereof relates to Series C Common Stock, then such Series C Common Stock shall not be offered to the Corporation as described in paragraph (a), but rather shall be offered to the Non-Selling Shareholders at a price of $2.00 per share of Series C Common Stock and otherwise upon the terms, conditions and procedures set forth in paragraphs (a) and (b) above.

(d) Notwithstanding paragraphs (a) and (b) above, Jeffrey T. Arnold may transfer to third parties an aggregate of 1,000,000 shares of his shares of Common Stock in one or more transactions without providing any Offer Notice or other notice regarding such proposed or actual transactions involving up to 1,000,000 shares of such stock, and neither the Corporation nor the Non-Selling Shareholders shall have any right to purchase any of such shares offered and sold by Arnold.

(e) In the event that the Non-Selling Shareholders do

not elect to purchase all of the Equity Securities that are the subject of an Offer Notice, the Selling Shareholder may, during the 90-day period immediately following the Offer Period, subject to the other terms of this Agreement, Transfer the remaining Equity Securities covered by the Offer Notice that were not purchased by the Non-Selling Shareholders for such consideration and on such other terms and conditions as were contained in the Offer Notice. Any such Equity Securities not transferred within such 90-day period shall again become subject to the provisions of this Section 5.3.

Securities at the price and on the terms applicable to such proposed Transfer, which right shall be exercised by written notice given by the Corporation to such proposed transferror within 60 days following the Corporation's receipt of such notice or, failing such receipt, the Corporation's obtaining actual knowledge of such proposed Transfer. The closing of the purchase and sale of such Equity Securities shall be held at the principal office of the Corporation on a date to be established by the Corporation, which date shall in no event shall be less than 10 nor more than 30 days from the date on which the Corporation gives notice of its election to purchase the subject Equity Securities. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of such Equity Securities, the price to be paid by the Corporation (or its assignees) shall be the then current Appraised Value.

duties with respect to repurchase of securities of the Corporation. In the event the agreement of any Consultant or Distributor with the Corporation is terminated for Cause (as defined in the relevant agreement) or any Director of the Corporation is removed for cause as determined by the Board of Directors, the Corporation may elect to repurchase all the Equity Securities held by such person at the Appraised Value of such Equity Securities by delivering written notice of the election to purchase to such person within 30 days following the termination of such agreement or the removal of such Director. The closing of the purchase and sale of any Equity Securities pursuant to this provision shall be held at the principal office of the Corporation on a date to be established by the Corporation, which date shall be no more than 30 days from the date the Corporation gives notice of its election to purchase the Equity Securities in question. The Corporation may elect to pay the Appraised Value of the Equity Securities to be repurchased in accordance with this provision in cash in whole or in part, or by executing and delivering to the appropriate Shareholder a promissory note dated as of the closing date for the repurchase in a principal amount equal to the aggregate Appraised Value for the Equity Securities being repurchased, minus the amount of any cash paid to the Shareholder in question on the applicable closing date (the "Repurchase Note"). The Repurchase Note shall bear interest at the minimum rate of interest required by the applicable provisions of the Internal Revenue Code of 1986, as amended, in effect at the time the Repurchase Note is executed. Principal and interest on the Repurchase Note shall be payable in three

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

and can afford a complete loss of such investment. Each Shareholder has had the opportunity to ask questions of management and to review such information as such Shareholder may deem necessary or appropriate in connection with formulating an informed decision regarding its or his investment in the Common Stock.

all registrations, declarations and filings, if any, required to be made with, all governmental authorities and regulatory bodies to permit each Shareholder to execute and deliver, and to perform its obligations under, this Agreement have been obtained or made, as the case may be, and all such authorizations, approvals, consents, registrations, declarations and filings are in full force and effect. All terms and conditions contained in, or existing in respect of, such authorizations, approvals, consents, registrations, declarations and filings have been, to the extent necessary prior to the date of execution and delivery hereof, fully satisfied and performed.

a party or by which it is bound or (iv) except as provided herein, result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of each Shareholder's property or assets (including, without limitation, the Common Stock owned or to be acquired by each Shareholder in connection with this Agreement). Each Shareholder is not in default under any agreement to which it is a party which default could impair its ability to perform its obligations under this Agreement.

opportunity which must first be offered to and rejected by any such corporation, partnership, trust or other entity, all such formal action has been taken in consultation with such entity's legal counsel, is in full force and effect as of the date of this Agreement and has not been amended or modified in any material respect.

ARTICLE VII

MISCELLANEOUS

Shareholder's necessary to approve such amendments to the Certificate or (iv) the acquisition by a single purchaser of all of the issued and outstanding Voting Securities.

receipt requested with instructions to deliver on the next business day, in each case as follows:

(a) If to the Corporation, to:

Endeavor Technologies Inc.
100 Lake Hearn Drive, Suite 310
Atlanta, Georgia 30342-1524

Attention: Jeffrey T. Arnold

with a copy to:

Nelson Mullins Riley & Scarborough, L.L.P.

400 Colony Square, Suite 2200
1201 Peachtree Street
Atlanta, Georgia 30361

Attention: Robert D. Pannell

(b) If to any Shareholder, to the address set forth below such Shareholder's name on the signature pages hereto.

All such notices or other communications shall be deemed to have been given or received (i) upon receipt if personally delivered, (ii) on the fifth business day following posting if by registered United States mail, (iii) when sent if by confirmed telecopy or (iv) on the next business day following deposit with an overnight courier.

laws thereof.

of the obligations of the Shareholders hereunder may be enforced by a suit in equity. Any action or proceeding brought by any party to this Agreement on its own behalf, or on behalf of the Corporation, in connection with or relating to this Agreement or any provision hereof shall be brought only in a federal or state court of competent jurisdiction in the State of Georgia. Each of the parties here, solely in connection with any such action or proceeding, does hereby (a) submit to the jurisdiction of any such court, (b) waive any defense of or relating to lack of jurisdiction with respect to any such action or proceeding in any such court, (c) waive any defense of or relating to service of process in any such action or proceeding in any such court and (d) irrevocably appoints the Corporation as its agent to accept service of process in such action, provided that if the Corporation is the party commencing such action or proceeding, it shall give reasonably prompt notice thereof of the other party named in such action or proceeding.

particular Article, Section or other subdivision.

delivery to the Corporation of an instrument amending the Agreement executed by the requisite number of Shareholders in accordance with the preceding sentence, the Corporation shall execute such instrument and all Shareholders shall be bound thereby. The Corporation shall promptly provide a copy of such instrument to each Shareholder.

[BALANCE OF PAGE INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written.

ENDEAVOR TECHNOLOGIES INC.

By: /s/ Jeffrey T. Arnold
    ------------------------------
    Jeffrey T. Arnold
    Chief Executive Officer

SHAREHOLDERS:

/s/ Jeffrey T. Arnold             /s/ Jouko J. Rissanen
---------------------------       ------------------------------
Jeffrey T. Arnold                 Jouko J. Rissanen
Address:                          Address:
___________________________       ______________________________
___________________________       ______________________________

/s/ Lucius E. Burch, III          /s/ Robert A. Frist, M.D.
---------------------------       ------------------------------
Lucius E. Burch, III              Robert A. Frist, M.D.
Address:                          Address:
___________________________       ______________________________
___________________________       ______________________________

Pursuant to Section 4.1 of this Agreement each undersigned has executed this Agreement for the limited purpose of subjecting herself and her community property interest in Equity Securities to the applicable provisions of this Agreement.

___________________________       ______________________________
___________________________       ______________________________
___________________________       ______________________________
___________________________       ______________________________
___________________________       ______________________________

SCHEDULE
TO
RESTATED SHAREHOLDERS AGREEMENT, AS AMENDED

PARTIES TO RESTATED SHAREHOLDERS AGREEMENT TECHNOLOGIES INC.

Jeffrey T. Arnold
Jouko J. Rissanen
Lucius E. Burch, III
Robert A. Frist
J. Rex Fuqua
Fuqua Holdings I, L.P.
K. Robert Draughon
U. Bertram Ellis
The Joel Company
Melkus Partners, Ltd.
S. Taylor Glover
Woodlane L.L.C.
R. Kenyon Wells
Louis P. Ferrero
Stephens, Inc., Custodian for
James C. Gilstrap IRA
Fred C. Goad
Jim D. Kever Annuity Trust II
Peachtree Allergy and Asthma Clinic Profit Sharing Plan Donald C. McLean, M.D.
Boland T. Jones
J. Fleming Norvell
IRA FBO J. Fleming Norvell, Smith Barney as Rollover Custodian Robert L. Jones U/A DTD. 2/29/96
Michael A. Jones
Michael L. Tittle
Werner Born
Timothy C. Berry
B.T. Alex. Brown Incorporated, as Custodian for IRA FBO Jeffrey Alan Allred
B.T. Alex. Brown Incorporated, as Custodian for IRA FBO Patrick G. Jones
GFKK Partnership
Robert A. Jetmundsen
Richard E. Otto
George W. Baker
Cam Garner
George W. Baker, Jr.
Kim Lund
Austin Mahon
Robert S. Galante
James C. Gilstrap
Joseph L. Mathias IV
Apex Ventures, L.P.
certifiedemail.com, Inc.
Premiere Technologies, Inc.
HBO & Company of Georgia
Matria Healthcare, Inc.

EXHIBIT 10.48

FIRST AMENDMENT
TO
RESTATED SHAREHOLDERS AGREEMENT
OF
ENDEAVOR TECHNOLOGIES, INC.

THIS FIRST AMENDMENT ("First Amendment"), dated as of the 15th day of December, 1997, is made and entered into by and among Endeavor Technologies, a Georgia corporation (the "Corporation"), Jeffrey T. Arnold ("Arnold"), Jouko J. Rissanen ("Rissanen"), Lucius E. Burch, III ("Burch"), Robert A. Frist ("Frist"), Premiere Technologies, Inc. ("Premiere"), and the parties named or to be named on the signature pages hereto (collectively with Arnold, Rissanen, Burch and Frist, the "Shareholders"), in respect of the RESTATED SHAREHOLDERS AGREEMENT (the "Original Agreement," and, as amended by this First Amendment, the "Agreement").

WHEREAS, in connection with the issuance and sale by the Corporation to Premiere of 1,100,000 shares of Series E Common Stock of the Corporation, it has been agreed that Premiere is to be added as a Shareholder under the Agreement;

WHEREAS, the Shareholders have agreed to certain changes in the constitution of the Board of Directors, as set forth in this Amendment;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, subject to the terms and conditions set forth below, hereby agree as follows:

"(e) For so long as Premiere owns at least 3% of the Corporation's Equity Securities on a Fully Diluted Basis, Premiere shall be entitled to designate one Director."

References in Section 3.2 of the Agreement to "Arnold, Rissanen, Burch and Frist," as the Shareholders individually entitled to

designate one or more Directors pursuant to Section 3.1 of the Agreement, shall hereafter be to "Arnold, Rissanen, Burch, Frist and Premiere," as the context requires.

(i) Action by the Board of Directors to set designations, voting powers, preferences, relative rights, qualifications, limitations and restrictions of or for any Special Stock which are or would be materially more favorable to the holders thereof than any class or series of Common Stock then already authorized, as determined by the Board of Directors at the time.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written.

ENDEAVOR TECHNOLOGIES INC.

By:  /s/ Jeffrey T. Arnold
     ---------------------------
     Jeffrey T. Arnold
     Chief Executive Officer

SHAREHOLDERS:

FINN PARTNERS

/s/ Jeffrey T. Arnold         /s/ Jouko J. Rissanen
---------------------------   --------------------------------
Jeffrey T. Arnold             By:  Jouko J. Rissanen
Address:                      Address:
___________________________   ________________________________
___________________________   ________________________________

/s/ Lucius E. Burch, III
---------------------------   ________________________________
Lucius E. Burch, III          Robert A. Frist, M.D.
Address:                      Address:
___________________________   ________________________________
___________________________   ________________________________

___________________________   ________________________________
S. Taylor Glover              J. Rex Fuqua
Address:                      Address:

___________________________   ________________________________
___________________________   ________________________________


___________________________   Fuqua Holdings I, L.P.
K. Robert Draughon            By Fuqua Holdings, Inc.
Address:
___________________________   By:_____________________________
___________________________      J. Rex Fuqua, President


Melkus Partners, Ltd.         ________________________________
                              Joel C. Gordon
                              Address:
By:________________________   ________________________________
     Kenneth L. Melkus        ________________________________

[Signatures continued on next page.]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of

the day and year first above written.

____________________________   Woodlane L.L.C.
U. Bertram Ellis, Jr.
                               By:_____________________________
Address:                             J. Littleton Glover
____________________________
____________________________   Address:
                               ________________________________
                               ________________________________

____________________________   ________________________________
R. Kenyon Wells                Louis P. Ferrero
Address:                       Address:
____________________________   ________________________________
____________________________   ________________________________


____________________________   ________________________________
James C. Gilstrap              Robert L. Jones
Address:                       Address:
____________________________   ________________________________
____________________________   ________________________________


____________________________
Michael A. Jones

Address:
____________________________
____________________________

[Signatures continued on next page.]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of

the day and year first above written.

PREMIERE TECHNOLOGIES, INC.

By:  /s/ Patrick G. Jones
     ------------------------------
   Its:  Senior Vice President
         --------------------------

Address:

3399 Peachtree Road, N.E.
Lenox Building, Suite 400
Atlanta, GA 30326

EXHIBIT 10.49

SECOND AMENDMENT TO RESTATED
SHAREHOLDERS AGREEMENT
OF
WEBMD, INC.

THIS SECOND AMENDMENT, made and entered into as of the 24th day of August, 1998 by and among WebMD, Inc., a Georgia corporation, formerly known as Endeavor Technologies, Inc. (the "Company"); HBO & Company of Georgia, a Delaware corporation (the "Purchaser"); and Jeffrey T. Arnold, Jouko J. Rissanen, Lucius E. Burch, III, Robert A. Frist and Premiere Technologies, Inc. (collectively with the Purchaser, the "Shareholders").

W I T N E S S E T H:

WHEREAS, the Company and certain shareholders of the Company are parties to a certain Restated Shareholders Agreement of the Company dated October 18, 1996, as amended by that certain First Amendment to Restated Shareholders Agreement of Endeavor Technologies, Inc., dated December 15, 1997 (as amended, the "Restated Shareholders Agreement"), pursuant to which such shareholders set forth the terms and conditions pursuant to which the Company would be organized and the business of the Company would be operated;

WHEREAS, the Company desires to sell, and the Purchaser desires to acquire, six hundred sixty-seven thousand (667,000) shares (the "Purchased Shares") of Series A Preferred Stock of the Company (the "Preferred Stock") pursuant to the terms and conditions of a certain Investment Agreement dated August 24, 1998 by and between the Company and the Purchaser (the "Investment Agreement");

WHEREAS, it is a condition to the Purchaser's obligation to invest in the Company pursuant to the terms of the Investment Agreement that certain of the Shareholders amend the Restated Shareholders Agreement to provide the Purchaser with certain rights of first refusal regarding any series of the common stock of the Company owned by them or issuable to them upon exercise of options held by them;

WHEREAS, the Restated Shareholders Agreement provides that it may be amended or modified only by a written instrument executed by parties thereto holding both (i) a majority of the issued and outstanding shares of Common Stock, without series designation, of the Company and (ii) a majority of issued and outstanding "Participating Securities" (as defined in the Restated Shareholders Agreement), without prior notice to the other Shareholders; and

WHEREAS, the parties signatory hereto represent the requisite number of shares necessary to effect an amendment to the Restated Shareholders Agreement, which is amended by virtue of this Second Amendment.

NOW, THEREFORE, to induce the Purchaser to enter into the Investment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.13 "CORPORATION" shall mean WebMD, Inc., a Georgia corporation, formerly known as Endeavor Technologies, Inc.

1.17 "EQUITY SECURITIES" shall mean any capital stock of the Corporation or any securities convertible into, or exercisable or exchangeable for, capital stock of the Corporation, currently outstanding or issued in the future, including, without limitation, the Common Stock and the Series B, Series C, Series D and Series E Common Stock and the Series A Preferred Stock of the Corporation and any options or warrants to acquire any of the foregoing.

(a) Section 1.38 of the Restated Shareholders Agreement shall be deleted in its entirety and replaced with the following:

1.38 "COMMON STOCK" shall mean the Common Stock, without series designation, of the Corporation.

(b) All references to "Series A Common Stock" shall be replaced with "Common Stock" in the Restated Shareholders Agreement, the reference to "Common Stock" in Section 5.3(d) of the Related Shareholders Agreement shall be changed to refer to "Series D Common Stock," and the references in Section 6.1 of the Restated Shareholders Agreement to "Common Stock" shall be changed to refer to "Equity Securities."

Notwithstanding the foregoing, no amendment hereto that adversely affects the rights of HBO & Company of Georgia, a Delaware corporation ("HBOC"), shall be effective unless the written instrument evidencing such amendment is executed by HBOC.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Second Amendment as of the day and year first written above.

WEBMD, INC.

By: /s/ Jeffrey T. Arnold
    ---------------------------------------
  Jeffrey T. Arnold
  Chairman and Chief Executive Officer

HBO & COMPANY OF GEORGIA

By: /s/ Russell G. Overton
    ---------------------------------------
  Russell G. Overton
  Senior Vice President
  Corporate Planning and
  Business Development


 /s/ Jeffrey T. Arnold
-------------------------------------------
JEFFREY T. ARNOLD

FINN PARTNERS

By: /s/ Jouko J. Rissanen
   ----------------------------------------
  Name:  Jouko J. Rissanen
  Title:  General Partner

PREMIERE TECHNOLOGIES, INC.

By: /s/ Jeffrey A. Allred
   -------------------------------------------
  Name:  Jeffrey A. Allred
  Title: Executive Vice President of Strategic
         Development

EXHIBIT 10.50

THIRD AMENDMENT TO RESTATED
SHAREHOLDERS AGREEMENT
OF
WEBMD, INC.

THIS THIRD AMENDMENT is made and entered into as of the 1st day of September, 1998.

W I T N E S S E T H:

WHEREAS, WebMD, Inc., a Georgia corporation, formerly known as Endeavor Technologies, Inc. (the "Company"), and certain shareholders of the Company are parties to that certain Restated Shareholders Agreement of the Company dated October 18, 1996, as amended by that certain First Amendment to Restated Shareholders Agreement of Endeavor Technologies, Inc., dated December 5, 1997 and as amended by that certain Second Amendment to Restated Shareholders Agreement of WebMD, Inc. dated August 24, 1998 (as amended, the "Restated Shareholders Agreement"), pursuant to which shareholders of the Company set forth the terms and conditions pursuant to which the Company would be organized and the business of the Company would be operated;

WHEREAS, the Company desires to sell to Matria Healthcare, Inc. (the "Purchaser"), and the Purchaser desires to acquire, One Hundred Thirty-Four Thousand (134,000) shares of Series A Preferred Stock of the Company pursuant to the terms and conditions of a certain Investment Agreement dated September 1, 1998 by and between the Company and the Purchaser (the "Investment Agreement");

WHEREAS, the Purchaser desires that the Restated Shareholders Agreement be amended;

WHEREAS, the Restated Shareholders Agreement provides that it may be amended or modified only by a written instrument executed by parties thereto holding both (i) a majority of the issued and outstanding shares of Common Stock, without series designation, of the Company and (ii) a majority of issued and outstanding "Participating Securities" (as defined in the Restated Shareholders Agreement); and

WHEREAS, the parties signatory hereto represent the requisite number of shares necessary to effect an amendment to the Restated Shareholders Agreement, which is amended by virtue of this Third Amendment.

NOW, THEREFORE, to induce the Purchaser to enter into the Investment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Section 4.2 of the Restated Shareholders Agreement, which is entitled "Competition," shall not apply to the Purchaser.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Third Amendment as of the day and year first written above.

WEBMD, INC.

By:  /s/ Jeffrey T. Arnold
   -----------------------------------
  Jeffrey T. Arnold
  Chairman and Chief Executive Officer

HBO & COMPANY OF GEORGIA

By:  /s/ Jay Gilbertson
   ------------------------------------
     Name:  Jay Gilbertson
            ---------------------------
     Title:  President, COO and CFO
             --------------------------


/s/ Jeffrey T. Arnold
---------------------------------------
JEFFREY T. ARNOLD

FINN PARTNERS

By:  /s/ Jouko J. Rissanen
   ------------------------------------
     Name:  Jouko J. Rissanen
          ------------------------------
     Title:   General Partner
           -----------------------------

/s/ Lucius E. Burch, III
---------------------------------------
LUCIUS E. BURCH, III


/s/ Robert A. Frist
---------------------------------------
ROBERT A. FRIST

PREMIERE TECHNOLOGIES, INC.

By:____________________________________
Name:______________________________
Title:_____________________________

EXHIBIT 10.51

FOURTH AMENDMENT TO RESTATED
SHAREHOLDERS AGREEMENT
OF
WEBMD, INC.

THIS FOURTH AMENDMENT TO RESTATED SHAREHOLDERS AGREEMENT is made and

entered into as of the 21st day of January, 1999.

W I T N E S S E T H:

WHEREAS, WebMD, Inc., a Georgia corporation, formerly known as Endeavor Technologies, Inc. (the "Company"), and certain shareholders of the Company are parties to that certain Restated Shareholders Agreement of the Company dated October 18, 1996, as amended by that certain First Amendment to Restated Shareholders Agreement of Endeavor Technologies, Inc., dated December 5, 1997, as amended by that certain Second Amendment to Restated Shareholders Agreement of WebMD, Inc. dated August 24, 1998, and as amended by that certain Third Amendment to Restated Shareholders Agreement of WebMD, Inc. dated September 1, 1998 (as amended, the "Restated Shareholders Agreement"), pursuant to which shareholders of the Company set forth the terms and conditions pursuant to which the Company would be organized and the business of the Company would be operated;

WHEREAS, the Company may desire to sell to certain purchasers (the "Purchasers"), and the Purchasers may desire to acquire, shares of Series B or Series C Preferred Stock of the Company pursuant to the terms and conditions of Investment or Stock Purchase Agreements by and between the Company and such Purchasers (the "Investment Agreements");

WHEREAS, such Purchasers may desire that the Restated Shareholders Agreement be amended;

WHEREAS, the Restated Shareholders Agreement provides that it may be amended or modified only by a written instrument executed by parties thereto holding both (i) a majority of the issued and outstanding shares of Common Stock, without series designation, of the Company and (ii) a majority of issued and outstanding "Participating Securities" (as defined in the Restated Shareholders Agreement); and

WHEREAS, the parties signatory hereto represent the requisite number of shares necessary to effect an amendment to the Restated Shareholders Agreement, which is amended by virtue of this Fourth Amendment;

NOW, THEREFORE, to induce the Purchasers to enter into the Investment Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

2. Section 4.2 of the Restated Shareholders Agreement, which is entitled "Competition," shall not apply to any Purchaser that the Chief Executive Officer or President may designate, such designation to be evidenced conclusively by the execution of either of such officers of a joinder agreement or other similar agreement with respect to the Shareholders Agreement that specifically excludes any of such Purchasers from the operation of Section 4.2.

3. Section 5.1(e) of the Restated Shareholders Agreement shall be deleted in its entirety and replaced with the following:

"Notwithstanding Section 5.3 or part (d) of this Section 5.1, any Shareholder may Transfer all or any portion of any Equity Securities owned by such Shareholder (i) to such Shareholder's spouse, parents, children, or siblings, in the case of a Shareholder who is an individual, (ii) to a trust established by the Shareholder for the benefit of such Shareholder's spouse, parents, children, siblings and/or a charitable organization (as defined by
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended), (iii) by means of a bona fide gift to a charitable organization, (iv) to the owners of such Shareholder, in the case of a Shareholder which is a corporation, partnership or other entity, (v) to the beneficiaries or other participants upon its dissolution, if such Shareholder is a profit-sharing or other employee benefit plan, (vi) any other corporation or partnership, all of the issued and outstanding Voting Securities or voting interests of which are owned directly by the transferring Shareholder, or (vii) any other Person approved by a majority of the Shareholders, provided, that (x) the other requirements for an effective Transfer, as set forth in parts (a), (b) and (c) of this Section 5.1, are fulfilled in connection with any such Transfer described in (i) (vi) above, (y) such donee or transferee agrees to be bound by any future modifications to the Agreement and (z) any shares of Equity Securities so transferred shall remain subject to the terms of the Agreement, and for purposes of Section 5.3 hereof, such donee or transferee shall shall be treated as if a "Shareholder" and for purposes of Sections 5.4 and 5.5 hereof, the Equity Securities held by such donee or transferee shall remain subject to Sections 5.4 and 5.5 with respect to involuntary Transfers by the transferring Shareholder or the transferring Shareholder's termination of employment, respectively."

The Company and the Shareholders hereby agree that any Transfers (as defined in the Restated Shareholders Agreement) occurring prior to the date of this Fourth Amendment which would have complied with Section 5.1(e) as amended by this Fourth Amendment had it been in effect at the time of such Transfer shall be ratified and approved, shall not be void and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Fourth Amendment as of the day and year first written above.

WEBMD, INC.

By:  /s/ Jeffrey T. Arnold
     -------------------------------------
     Jeffrey T. Arnold
     Chairman and Chief Executive Officer

HBO & COMPANY OF GEORGIA

By:  /s/ Albert J. Bergonzi
     -------------------------------------
     Name:  Albert J. Bergonzi
            ------------------------------
     Title: President
            ------------------------------


     /s/ Jeffrey T. Arnold
     -------------------------------------
     JEFFREY T. ARNOLD

PREMIERE TECHNOLOGIES, INC.

By:  /s/ Patrick G. Jones
     -------------------------------------
     Name:  Patrick G. Jones
            ------------------------------
     Title: Senior Vice President
            ------------------------------

EXHIBIT 10.52

SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS' AGREEMENT (this "Agreement"), made as of this 24th day of August, 1998, by and among Jeffrey T. Arnold ("Arnold"), T. Blake Whitney ("Whitney"), K. Robert Draughon ("Draughon"), W. Michael Heekin ("Heekin"), and Bruce A. Springer ("Springer"; together with Arnold, Whitney, Draughon and Heekin being collectively referred to hereinafter as the "Managers" and individually as a "Manager"); HBO & COMPANY OF GEORGIA, a Delaware corporation (the "Purchaser"; the Purchaser and the Managers being referred to hereinafter collectively as the "Shareholders"); and WEBMD, INC., a Georgia corporation, formerly known as Endeavor Technologies, Inc. (the "Company");

WHEREAS, Arnold currently owns in the aggregate 3,000,000 shares of the Company's Common Stock, no par value per share, and 900,000 shares of the Company's Common Stock Series D, no par value per share, and is the Founder of the Company and currently serves as its Chairman and Chief Executive Officer;

WHEREAS, Whitney, Draughon, Heekin and Springer currently serve in executive or otherwise key positions with the Company, and the Company has granted them options for the purchase of an aggregate of 1,165,000 shares of the Company's Common Stock Series D;

WHEREAS, Draughon owns 50,000 shares of the Company's Common Stock Series D;

WHEREAS, the Purchaser and the Company have entered into a certain Investment Agreement dated August 24, 1998 (the "Investment Agreement"), pursuant to which the Purchaser has agreed to purchase a total of 667,000 shares (the "Purchased Shares") of Series A Preferred Stock, no par value per share, of the Company ("Preferred Stock");

WHEREAS, it is a condition of the Purchaser's obligation to invest in the Company under the terms of the Investment Agreement that the parties agree upon certain matters with respect to the election of a director to be designated by the Purchaser and certain rights of co-sale regarding any series of common stock of the Company (hereinafter, "Common Stock") owned by them as of the date hereof, issuable to them upon exercise of options or otherwise subsequently acquired by them and addressing certain matters relating to the governance of the Company;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, to induce the Purchaser to enter into the Investment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Shareholders do hereby agree as follows:

Shareholders, as the case may be, shall cause Jay P. Gilbertson or, in lieu of Mr. Gilbertson, such other person as may be designated in writing by the Purchaser to serve as the member of the Board to be elected by the holders of the Preferred Stock in accordance with the designations thereof until the third
(3rd) anniversary hereof (regardless of any automatic conversion of such Preferred Stock into Common Stock upon an Initial Public Offering) and to serve as a member of the Board until the next election of directors of the Company. During such period, at any time that the shareholders of the Company shall have the right to vote for directors of the Company, then, and in each such event each of the Shareholders shall vote the shares of stock held of record or controlled by such Shareholder to elect Mr. Gilbertson or, in lieu of Mr. Gilbertson, such other person as may be designated in writing by the Purchaser, to the Board. Any vote taken to fill any seat vacated by the resignation of the director elected pursuant to this Section 1.1 shall be subject to the provisions of this Section 1.1.

to the product obtained by multiplying (i) the aggregate number of Subject Shares by (ii) a fraction, the numerator of which is the number of shares of Common Stock held by the Purchaser at the time of the sale or transfer plus the number of shares of Common Stock then issuable to the Purchaser upon conversion of any Preferred Stock or upon exercise of any warrant held by the Purchaser at the time of the sale or transfer, and the denominator of which is the total number of shares of Common Stock owned by the Selling Manager and the Purchaser (including for such purpose all shares of Common Stock issuable to the Purchaser upon conversion of any Preferred Stock or upon exercise of any warrant held by the Purchaser) at the time of the sale or transfer; provided, however, that if Sirrom Investments, Inc. ("Sirrom") shall exercise the right of co-sale it has been granted pursuant to that certain Stock Purchase Warrant dated August 29, 1997 issued originally to Sirrom Capital Corp., the assignor to Sirrom (the "Sirrom Warrant"), then the denominator of the fraction described in (ii) above shall be the total number of shares of Common Stock owned by the Selling Manager, the Purchaser and Sirrom (which shall mean in the case of the Purchaser, all shares of Common Stock then owned by the Purchaser and all shares of Common Stock into which shares of Preferred Stock may be converted by the Purchaser and, in the case of Sirrom, all shares of Common Stock either owned by Sirrom or issuable pursuant to the Sirrom Warrant) at the time of the sale or transfer. The exercise or non-exercise of the Right of Co-Sale hereunder shall not adversely affect the right of the Purchaser to participate in subsequent sales of Subject Shares to which such right is granted under Subsection 2.1 hereof.

which valuation shall be conclusive and binding on the Purchaser in the absence of a timely challenge made in accordance with this Section 3. The Purchaser may, within ten (10) days after delivery of the Transfer Notice, by written notice to the Selling Manager, challenge such valuation by specifying the Purchaser's valuation of such non-cash consideration. In the case of such a challenge, the value of non-cash consideration shall be determined by averaging the values set by the Transfer Notice and by the Purchaser, provided that the difference between the two values is within ten percent (10%) of the higher of such values. If such difference is not equal to or less than such 10% amount, then the Selling Manager and the Purchaser shall agree upon one independent appraiser, who shall determine the fair market value of the non-cash consideration for these purposes. In the event that such parties are unable to agree upon such an appraiser, the parties agree that the American Arbitration Association ("AAA") shall be employed to choose an independent appraiser and shall use their best efforts to cause AAA to designate an independent appraiser within a maximum of fourteen (14) days, and such person shall promptly determine the fair market value of the non-cash consideration for these purposes. In the event the appraisal process is utilized, (i) the party whose valuation of the shares less closely approximates the value determined by the appraiser, measured by absolute dollar amounts and not by percentages, shall pay all costs of the independent appraiser and (ii) the relevant time periods for the consummation of any transfer shall be tolled from the time a challenge is made to the Selling Manager's valuation of the non-cash consideration until the independent appraiser determines the fair market value thereof.

already a party hereto, shall be required as a condition of such transfer to agree in writing that they will receive and hold such shares of capital stock or interest therein subject to the provisions of this Agreement. For such purposes, transferees of any Manager shall be subject to the rights and obligations of such Manager provided for in this Agreement. Any sale or transfer of any such shares shall be void unless the provisions of this Subsection 4.3 are met.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN SHAREHOLDERS' AGREEMENT DATED AUGUST _24, 1998, TO WHICH THE REGISTERED HOLDER, OR HIS OR ITS PREDECESSOR IN INTEREST, IS A PARTY, WHICH AGREEMENT PROVIDES FOR CERTAIN VOTING RIGHTS AND OBLIGATIONS OF SALE AND PURCHASE. SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND AFFECTS THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

soonest to occur of (a) the passage of twenty (20) years; (b) the written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of Preferred Stock and two-thirds (2/3) of the then outstanding shares of Common Stock, the holders of which are subject to this Agreement; (c) except with respect to Section 1 hereof, immediately prior to the closing of an Initial Public Offering as defined in the Company's Articles of Incorporation; and (d) with respect to Section 1 hereof, the third (3rd) anniversary of the date hereof.

rights for the purchase of shares of the Company's capital stock hereafter to any future executive officer of the Company unless, as a condition thereto, such person is or becomes a party to this Agreement and assumes all the obligations of a "Manager" hereunder.

[SIGNATURES APPEAR ON IMMEDIATELY FOLLOWING PAGE]

[SIGNATURES TO SHAREHOLDERS' AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement either themselves or by their duly authorized representatives as of the day and year first written above.

/s/ Jeffrey T. Arnold
------------------------------------------
JEFFREY T. ARNOLD, individually

Address:   3399 Peachtree Road, NE #400
           -------------------------------
           Atlanta, GA 30326
           -------------------------------

__________________________________________

/s/ T. Blake Whitney
------------------------------------------
T. BLAKE WHITNEY, individually

Address:   3399 Peachtree Road, NE #400
           -------------------------------
           Atlanta, GA 30326
           -------------------------------

__________________________________________


/s/ K. Robert Draughon
------------------------------------------
K. ROBERT DRAUGHON, individually

Address:   3399 Peachtree Road, NE #400
           -------------------------------
           Atlanta, GA 30326
           -------------------------------

__________________________________________


/s/ W. Michael Heekin
------------------------------------------
W. MICHAEL HEEKIN, individually

Address:   3399 Peachtree Road, NE #400
           -------------------------------
           Atlanta, GA 30326
           -------------------------------

__________________________________________

/s/ Bruce A. Springer
------------------------------------------
BRUCE A. SPRINGER, individually

Address:   3399 Peachtree Road, NE #400
           -------------------------------
           Atlanta, GA 30326
           -------------------------------

__________________________________________

HBO & COMPANY OF GEORGIA

By: /s/ Russell G. Overton
    --------------------------------------
    RUSSELL G. OVERTON
    Senior Vice President
    Corporate Planning and Business Development

Address: 301 Perimeter Center North.

Atlanta, Georgia 30326

WEBMD, INC.

By: /s/ Jeffrey T. Arnold
    --------------------------------------
    JEFFREY T. ARNOLD
    Chairman and Chief Executive Officer

Address:   400 The Lenox Building
           3399 Peachtree Road
           Atlanta, Georgia  30326