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
                                                    ----------------------------
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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
                                                 ------------------------------

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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.

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