Agreement - C. Everett Koop M.D. and Empower Health Corp.


                                   AGREEMENT

     This Agreement is made and entered into this 5th day of January, 1999 by
and among C. Everett Koop, M.D. ("Koop") and Empower Health Corporation, a Texas
corporation (EHC").

                                  WITNESSETH:

     WHEREAS Koop has/is assisting EHC in the development of its consumer-
centric healthcare management information system for use on EHC's web site
drkoop.com, and elsewhere, and, which is specifically set forth in EHC's
Business Plan, dated October 6, 1997;

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

     1.   Term and Termination: The term of this Agreement will begin effective
on the date hereof and will extend for an initial term of five years. Unless
otherwise terminated as provided for below, the Agreement will automatically
renew for consecutive three-year terms. The Agreement may be terminated by
either party upon written notice 120 days before the expiration of any Term.
This Agreement may also be terminated by either party in the event of a breach
or default by the other party. Provided termination is not the result of a
breach or default by EHC, EHC shall have the right on a non-exclusive basis for
three years following termination to rebrand and sell approved Products bearing
the Koop Name (the "Rebranding Period"). In the event that termination occurs as
a result of a breach or default by EHC all rights to use the Koop Name shall
cease immediately upon termination.

     2.   Right To Use Services: During the Term and subject to all other
provisions of this Agreement, Koop agrees that EHC shall have the right to use
the Koop name, image or likeness (hereinafter the "Koop Name") in connection
with the Company's healthcare related software services and products
(collectively the "Products") in accordance with Clause 5 below.

     3.   Fees and Payment: For all rights and privileges and services
rendered or provided for hereunder by Koop, EHC shall pay Koop a royalty on
all EHC's Revenues as reflected on EHC's Profit and Loss Statement
(thereinafter "EHC's Revenues"). EHC will pay Koop a 2% royalty on all
Revenues received from all gross revenues, including, but not limited to,
sales of Direct to Consumer advertising revenues, hospital partnership
programs, "Dr. Koop's Community" software, products and services. The 2%
royalty will be paid to Koop for the commercial life of the aforementioned
products or until termination of this Agreement and expiration of the
Rebranding Period, if any. Future EHC products which bear the Koop Name shall
pay a royalty between 2% and 4% of Net Sales. For future EHC products, the EHC
Board of Directors will determine the actual royalty percentage paid to Koop,
not less than 2%.

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and not more than 4% in its reasonable discretion. Said royalties will be
paid quarterly with a lag term of less than ninety days.

     4.   Competitive Protection: Effective as of the date of this Agreement and
continuing throughout the Term, Koop agrees that except as provided for herein,
Koop will not render services in the form of advertising and/or publicizing of
any items, products or services which are directly competitive with EHC's
Products sold pursuant to this Agreement (hereinafter collectively the
"Competitive Products") nor will Koop permit or authorize the use of the Koop
name and/or likeness (photograph and/or drawing), voice, signature and/or
endorsement in connection with any such Competitive Products, except as may be
used for the non-profit activities of the Koop Institute.

          (i)    Dr. Koop shall not participate in the development, production
or promotion of any Competitive Products during the term of this Agreement or
any renewal term or during the rebranding period, if any.

     5.   Right of Review: The following elements of each Product shall be
subject to Koop's prior review and written approval, which approval shall not be
unreasonably withheld and shall be rendered within ten working days of receipt
of the element of the Product. Koop shall have the right to delegate his
approval rights hereunder to another person in consultation with and after
notice to EHC. During the term of the Agreement, should Koop die, the executor
of his estate will manage all rights, royalties and any other considerations
related to this Agreement.

          (i)    Content and format, including manuscripts and other written
materials included with the Products, including drafts, and the final version.

          (ii)   Extent and content of all medical and technical information.

          (iii)  Professional medical consultants and advisors.

          (iv)   Title.

          (v)    Credit.

          (vi)   Means of advertising, promoting and selling the product,
including the Koop Name.

          (vii)  All advertising and promotional materials created, developed or
used in connection with the Products.

          (viii) Any use of the Koop Name.


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          (ix)   Any use not expressly contemplated by this Agreement.

     EHC and Koop shall work together to establish systems and procedures for
updating the Products based on advances in the field of medicine.

     6.   Default Provisions:

          (a)  In the event that either party ("Defaulting Party")

               (i)    Materially or repeatedly defaults in the performance of
          any of its duties or obligations set forth in this Agreement and such
          default is not substantially cured within thirty (30) days after
          written notice is given by the other party specifying the default; or

               (ii)   Defaults in the payment of any amount due to the other
          party under this Agreement and does not cure the default within thirty
          (30) days after written notice is given by the other party specifying
          the default; and

               (iii)  Provided, that upon a default under Section 6(i) and/or
          (ii) by one party under this Agreement, the cure period for the next
          default by such party shall be reduced (but not below zero days) by
          ten (10) days.

          Then the other party may, by giving written notice to such effect to
          the Defaulting Party, terminate this Agreement as of the date
          specified in such notice of termination.

          (b)  Notwithstanding anything to the contrary herein contained, the
termination of the Agreement shall not relieve the parties of their obligations
to make payments previously earned.

     7.   Obligations Limited to Payments: The obligations to Koop hereunder
shall be fully performed and discharged as stipulated in Section 3, except for
those obligations that arise pursuant to the provisions for indemnifications
contained in Section 9. It is understood that Koop is not an employee of EFIC
and shall not be entitled to any rights or benefits granted to employees of EHC
and by reason of the rendering hereunder of services by Koop.

     8.   Covenant of EHC: EHC covenants and agrees that it will not knowingly
permit, do or commit any act or thing that would degrade, tarnish or deprecate
Koop or the Koop public image in society or standing in the community, or
prejudice Koop.

     9.   Indemnity: EHC agrees to indemnify and hold harmless Koop, his
employees, assignees, and heirs against any and all claims, damages, liabilities
(including, but not limited to, liability for personal injury and liability for
breach of confidentiality), costs and expenses, including without limitation,
reasonable legal fees and costs arising out of the use of any material furnished
by EHC in connection with the services performed, or resulting from any patient
or third party action of any kind, or resulting in any way from the sale of
Products pursuant to this 

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Agreement, or incurred for or by reason of the breach of EHC of any of the
obligations, warranties, agreements, covenants or representations herein
contained. Koop shall provide prompt written notice of any claim hereunder and
EHC shall have the right to defend same.

     10.  Notices: Any notice or other communication (including payment
hereunder) required or permitted to be given hereunder shall be in writing and
shall be hand delivered or sent next-day delivery by a company where a receipt
is given to the address as follows:

     To EHC:           Empower Health Corporation
                       Attention: President
                       8920 Business Park Drive
                       Suite 200
                       Austin, TX 78759

     To Koop:          C. Everett Koop, M.D.
                       Koop Institute at Dartmouth
                       College Street
                       Hanover, NH 03755

                            and

                       C. Everett Koop, M.D.
                       3 Ivy Pointe Way
                       Hanover, NH 03755

     Any such notice, direction or other instrument aforesaid, if delivered,
shall be deemed to have been given or made on the date on which it was delivered
or if sent next-day delivery shall be deemed to have been given or made on the
day following the day on which it was sent provided that any one of the parties
hereto may change its address by written notice to the other according to the
terms hereof and in such event this paragraph shall be deemed to be amended
accordingly.

     11.  Informed Consent, Confidentiality and Security:  EHC represents and
warrants that when and if it introduces a program identified here as "Personal
Medical Records" that it will obtain appropriate and fully informed patient
consent to the receipt, retention, use and transfer of that patient's personal
or medical data and that such informed consent complies with all applicable
federal, state and local laws and regulations.  EHC further represents and
warrants that it shall take reasonable precautions to assure accuracy of and to
protect against negligent disclosure of and unauthorized access to all patients'
personal and medical data.

     12.  Other Representations and Warranties:

          By Koop: EHC may apply for trademarks which incorporate the Dr. Koop
name. Koop represents and warrants that he has the right to enter into this
Agreement and that he is free to grant the rights granted herein.

          By EHC:  EHC represents and warrants that:

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          1.   It has the right to enter into this Agreement and that it is free
to grant the rights granted herein.

          2.   The Products will not infringe the patent, copyright, trade
secret, or property rights of any third party.

          3.   All aspects of the product, distribution and promotion of the
Products shall comply with all applicable laws and regulations.

          4.   It is not a party to any agreement that will be breached by or
that prohibits it entering into or performing this Agreement.

     13.  Trademark Assignment and License: EHC represents and warrants that it
has filed applications based on actual use with the United States Trademark
Office to register various marks, the status of which are as follows:

          (i)    PERSONAL MEDICAL RECORDS: the United States Trademark Office
pending number is 75/404,948;

          (ii)   DR. KOOP'S COMMUNITY: application filed with no pending number
assigned as of the execution of this Agreement; and

          (iii)  drkoop.com: application filed with no pending number assigned
as of the execution of this Agreement.

     All of the above, hereinafter the "Trademarks," are referenced for the
good and services described herein. Upon termination of the Agreement and
rebranding period (if any), EHC shall assign its right, title and interest in
the Trademarks including the goodwill contained therein to Koop and any other
marks registered by EHC pursuant to this Agreement. Except as set forth
herein, EHC acknowledges that it has no rights in the Trademarks and that
nothing contained in this Agreement or in any other document shall vest any
ownership rights in the Koop name.

     14.  Miscellaneous:

          (a)  Ownership and Publicity: EHC does not and may not claim any
right, title or interest in or to Koop's name or likeness, and acknowledges that
all rights therein are and remain the property of Koop.

          (b)  Insurance: Prior to sale, promotion or distribution of any
Product other than reasonable, limited test marketing, EHC shall secure all
necessary and customary insurance, including a standard comprehensive general
liability insurance policy providing standard product liability protection,
directors and officers insurance and errors and omissions insurance listing Koop
as a named insured. Such insurance shall be in a form reasonably acceptable to
counsel for

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Koop and shall require the insurer to give Koop at least thirty (30) days' prior
written notice of any modifications or cancellations.

          (c)  Entire Agreement: This Agreement constitutes the complete and
exclusive statement of the agreement between Koop and EHC with respect to the
subject matter herein set forth and supersedes all prior agreements by and
between the parties.

          (d)  Amendments: This Agreement may not be amended, altered or
terminated except in writing.

          (e)  Inurement: This Agreement shall be binding upon the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.

          (f)  Language: The language used in this agreement shall be deemed to
be language chosen by the parties thereto to express their mutual intent and no
rule of strict construction against any party shall apply to any term or
condition thereof

          (g)  Governing Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

          (h)  Termination: Upon any termination and except as provided for
herein, all rights to use Dr. Koop's name and likeness shall terminate.

          (i)  Arbitration: Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by binding
arbitration in accordance with the Commercial Rules of the American Arbitration
Association by a single arbitrator in a location to be agreed to by the parties,
and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof and shall not be appealable.

          (j)  Gender: Wherever herein the singular number is used, the same
shall include the plural, and the masculine gender shall include the feminine
and neuter genders and vice versa, as the context may require.

          (k)  Counterparts: This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which taken together shall
constitute but one agreement.

     15.  Records: EHC shall keep company books and accounts in accordance with
generally accepted accounting practices and grants to Dr. Koop the right, upon
reasonable notice, to examine EHC's books of account.

     16.  Assignment and Change of Control: Neither party may assign its rights
and obligations under this Agreement without the prior written consent of the
other. In the event of a change of control as hereinafter defined, this
Agreement shall terminate and all rights in the 

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Koop Name granted hereunder immediately revert to Koop. A Change of Control
shall be defined and agreed to by the Parties hereto.

     IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED AS OF THE DATE FIRST WRITTEN
ABOVE.

                                       Empower Health Corporation
 
 
\s\ C. Everett Koop                    \s\ Donald W. Hackett
------------------------------         ------------------------------
C. Everett Koop, M.D.                  Donald W. Hackett, President

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 TYPE:  EX-10.16
 SEQUENCE:  11
 DESCRIPTION:  CONSULTING LETTER AGREEMENT DATED 10/01/97



 
                                                                   EXHIBIT 10.16

October 1, 1997


C. Everett Koop, M.D.
Chairman
Personal Medical Records, Inc.
5924 Maplewood Park Place
Bethesda, MD 20814


Dear Dr. Koop,

This letter shall reduce to writing our various conversations regarding your
efforts as a consultant for Personal Medical Records, Inc. (PMRi). It is
understood by the parties to this agreement that this agreement is separate and
apart from the likeness agreement between you and PMRi.

This agreement, when fully executed, shall obligate PMRi and yourself, as
follows:

1.  TERM OF AGREEMENT: The term of this consulting agreement shall be for three
    years starting on October 1, 1997 effective through September 30, 2000.

2.  SERVICES TO BE RENDERED BY DR. C. EVERETT KOOP (Koop):

    a.  Koop shall be a Director and assume the position of Chairman of the
        Board of PMRi for the term of this agreement.

    b.  Koop shall help organize and manage PMRi's Medical Advisory Board.

    c.  From time to time, at the request of PMRi, Koop shall be asked to speak
        at health, medical or computer conferences and at PMRi client's and
        potential client's headquarters; in such cases, Koop shall have the
        option to refuse any and all such requests.

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    d.  Koop shall have the right to review and approve content developed by
        third parties for use by PMRi in their business development.

3.  COMPENSATION:

    a.  For services rendered, Koop shall be paid a consulting fee as follows:

        YEAR ONE:

        October 1997 through September 1998                    $100,000
        Payable monthly as follows:                         
              October 1997 - August 1998                       $8333.33
              September 1998                                   $8333.37
                                                         
        YEAR TWO:                                           
                                           
        October 1998 through September 1999                    $135,000
        Payable monthly as follows:                      
              October 1998 - September 1999                    $11,250.00
                                                         
        YEAR THREE:                                                     
                                           
        October 1999 through September 2000                    $150,000  
        Payable monthly as follows:                      
              October 1999 - September 2000                    $12,500.00

        Monthly fees will be paid from this agreement; no invoices will be
        sent by Koop to PMRi.

        Payment will be made to C. Everett Koop and mailed to:

        Dr. C. Everett Koop
        5924 Maplewood Park Place
        Bethesda, MD 20814

4.  EXPENSES:  Travel and lodging expenses shall be reimbursed monthly; Koop
    shall provide receipts for all expenses when available; expenses shall be
    submitted to PMRi and paid monthly to Koop.

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5.  This agreement constitutes the entire agreement between the parties and
    supersedes any and all previous consulting agreements written or oral.

6.  This agreement shall be construed under the laws of the State of Texas.


Agreed to and Accepted By:


\s\ C. Everett Koop                      Date October 1, 1997
--------------------------                    ---------------
C. Everett Koop                   
                                  
                                  
                                  
Agreed to and Accepted By:        
                                  
                                  
\s\ Donald Hackett                       Date October 1, 1997
--------------------------                    ---------------
Donald Hackett
President/CEO, PMRi

                                  Page 3 of 3



 TYPE:  EX-10.17
 SEQUENCE:  12
 DESCRIPTION:  LICENSE AGREEMENT DATED 7/13/98



 
                                                                   EXHIBIT 10.17



                               LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 13th day of
July, 1998 (the "Effective Date'), by and between Empower Health Corporation,
located at 3006 Longhorn Boulevard, Suite 105, Austin, Texas ("Empower Health
Corporation"), and Maltum Information Services, Inc., located at 3200 Cherry
Creek South Drive, Suite 300, Denver, Colorado 80209 ("Multum"), a wholly-owned
subsidiary of Cerner Corporation ("Cerner").

                                  BACKGROUND

Empower Health Corporation is in the business of providing patient-centric,
health care tools via the Internet to the consumer market.  Multum is in the
business of providing expert clinical information services to the healthcare
industry.  The parties desire to enter into a non-exclusive relationship whereby
Empower Health Corporation will embed Multum's SDK drug information service
together with all Updates (as defined below) (the "Service"), described in
Exhibit A, as an integral part of Empower Health Corporation's Dr. Koop's
Community(TM) ("Dr. Koop's Community"), described in Exhibit B (and all future
releases and modifications), which will be accessible via the Internet (the
"Integrated Service") and made Available to Empower Health Corporation's
licensed users ("End-Users").  The "Integrated Service" shall include the
Service as made available through Dr. Koop's Community.

In consideration of the foregoing, the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.   TERM

     The initial three (3) year term ("Initial Term") of this Agreement will
     commence on the Effective Date and will automatically renew for two (2)
     successive one (1) year periods thereafter ("Renewal Terms"), unless prior
     written notice of termination is provided by either party not less than
     sixty (60) days prior to or thirty days (30) after the end of the then
     current term.  The Initial Term and any Renewal Terms are referred to
     herein as the "Term."

2.   LICENSE GRANT

     A.  Multum hereby grants to Empower Health Corporation a non-exclusive non-
         transferable license to use the Service in the United States during the
         Term of this Agreement in the manner contemplated by this Agreement.
         This license shall include but not be limited to the right to: (i) copy
         the Service for use and distribution by Empower Health Corporation to
         End-Users, solely as permitted by this Agreement; (ii) use the Service
         for internal purposes in a non-clinical setting for backup, archival,
         support, testing, training and demonstration purposes; (iii) install
         the Service through "Dr. Koop's Community" for each Empower Health
         Corporation End-User; (iv) license/sublicense the Service to Empower
         Health Corporation's End-Users; (v) market and demonstrate the Service
         to End-

----------

Confidential treatment has been requested for portions of this exhibit. The 
copy filed herewith omits the information subject to the confidentiality 
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.


Empower Health Corporation          License Agreement             7/16/98      1

 
         Users or potential End-Users of "Dr. Koop's Community," and (vi)
         advise End-Users or potential End-Users to the availability of the
         Service through "Dr. Koop's Community."

         The Service is for use by Empower Health Corporation only as
         contemplated by this Agreement. Empower Health Corporation shall not,
         other then as specifically contemplated by this Agreement, knowingly
         cause or permit others to copy, duplicate, redistribute, loan, rent,
         retransmit, publish, license or sublicense or otherwise transfer, or
         commercially exploit, the Service or the Integrated Service, in whole
         or part. Empower Health Corporation shall not, and shall not knowingly
         cause or permit others to, prepare derivative works or incorporate the
         Service, in whole or part, in any other system or work or reverse
         engineer, decompile, disassemble, decrypt, translate, alter, adapt or
         modify the Service or the Integrated Service, in whole or part, other
         than as is specifically contemplated by this Agreement.

     B.  The parties acknowledge that the Integrated Service is made available
         freely on-line via the Internet and that End-Users may access the
         Integrated Service without restriction (subject to the provisions of
         Section 3 herein).

     C.  The parties agree that this license grant does not extend for use of
         the Service as part of a bundled package sold by Empower Health
         Corporation ("Interactive Care Community," or such other name as
         Empower Health Corporation may call it) to any entity, relative to "Dr.
         Koop's Community" co-branded web site sales (or a similar bundled
         package sale). The parties agree to mutually negotiate in good faith a
         separate fee and payment structure that will cover a license grant for
         use of the Service as part of an "Interactive Care Community." In the
         event the parties are unable to agree on a mutually acceptable fee and
         payment structure, access to the Service on "Dr. Koop's Community"
         shall be deleted as part of such bundled package sale.

3.   RESPONSIBILITIES OF EMPOWER HEALTH CORPORATION

     Subject to the terms and conditions stated herein, Empower Health
     Corporation will:

     A.  Pay all fees set forth in Schedule II attached hereto, along with any
         taxes relating thereto.

     B.  Provide to and support the use of (subject to Multum's obligation as
         set forth in Schedule I of this Agreement) the Integrated Service by
         Empower Health Corporation End-Users during the term of this Agreement
         at its own expense in accordance with Empower Health Corporation's
         standard terms and conditions applicable to End-Users.

     C.  Include the Service as part of the Integrated Service in sales to all
         End-Users of "Dr. Koop's Community," in exchange for payment of the
         fees set forth in Schedule II of this Agreement; provided, however,
         that Multum acknowledges 

Empower Health Corporation          License Agreement             7/16/98      2

 
         that any End-User not wishing to use the Service may request Empower
         Health Corporation to exclude the Service from the license or turn off
         its functionality.

     D.  Provide to Multum quarterly usage (including number of users and number
         of times used), marketing and demographic information ("Usage Data')
         for End-Users, of the Integrated Service. Usage Data is defined as the
         number of interactions with the Service and the number of data sheets
         per drug requested by End-Users. Both parties agree that disclosure of
         Usage Data shall be subject to all applicable laws related to privacy
         and confidentiality.

     E.  Provide to Multum identification of any End-User usage pattern for the
         Integrated Service that is an outlier to the average usage pattern.

     F.  Ensure that the license or use agreements to which End-Users adhere
         ("On-Line Service Agreement") shall provide for the use of the
         Integrated Service.

     G.  Empower Health Corporation will receive from Multum delivery of Service
         drug updates, enhancements, material clinical updates and new versions
         ("Updates"). Empower Health Corporation is responsible for prompt
         delivery of such Updates to End-Users.

     H.  Include in all forms of the Integrated Service, whether it be displayed
         electronically or printed, the Service text without modification and in
         its entirety as provided to by Multum,

     I.  Include Multum's copyright notice on the first page of any text or
         reports printed that involve data or functionality from the Service, as
         follows: "Copyright (appropriate year) Multum Information Services,
         Inc."

     J.  Provide to the End-User, upon first use, the language found in Exhibit
         C ("End-User Service Agreement") regarding Multum's warranty of the
         Service and limitation of damages, or such language as is modified from
         time to time by Multum. Empower Health Corporation shall have the right
         to approve and/or modify such language insofar as it refers to Empower
         Health Corporation's products or services. Any such modifications shall
         be made only with the prior written approval of Multum. The parties
         agree that the language to be included shall clearly specify that the
         Service and "Dr. Koop's Community" are separate products provided by
         separate entities.

     K.  Provide to the End-User the following language ("End-User Service
         Advisory"), at the bottom of each page of the Service, in connection
         with any use of the Integrated Service.

               "Every effort has been made to ensure that the information
               provided by Multum is accurate, up-to-date, and complete, but no
               guarantee is made to that effect.  In addition, the drug
               information contained herein may be time sensitive 

Empower Health Corporation          License Agreement             7/16/98      3

 
               and should not be utilized as a reference resource beyond date
               hereof.

               Multum's drug information does not endorse drugs, diagnose
               patients, or recommend therapy.  Multum's drug information is a
               reference resource designed as supplement to, and not a
               substitute for, the expertise, skill, knowledge and judgment of
               healthcare practitioners in patient care.  The absence of a
               warning for a given drug or drug combination in no way should be
               construed to indicate that the drug or drug combination is safe,
               effective or appropriate for any given patient.

               Multum Information Services, Inc. does not assume any
               responsibility for any aspect of healthcare administered with the
               aid of information Multum provides.

               Copyright 1998 Multum Information Services, Inc.  The information
               contained herein is not intended to cover all possible uses,
               directions, precautions, warnings, drug interactions, allergic
               reactions, or adverse effects.  If you have questions about the
               drugs you are taking, check with your doctor, nurse, or
               pharmacist."

     L.  Provide End-User warranties relating to those portions of the
         Integrated Service as are comprised of "Dr. Koop's Community" and
         warrant any work performed by Empower Health Corporation as required
         under the terms of this Agreement .

     M.  Be responsible for all third-party license fees for software necessary
         to run the Integrated Service, as may be required for proper
         implementation.

4.   EXTERNAL COMMUNICATIONS AND MARKETING MATERIALS

     All materials developed by Empower Health Corporation and/or Multum for
     marketing, distribution, public relations and promotion of the relationship
     with the other party, must first be approved by the other party, which
     approval shall not be unreasonably withheld and provided in a mutually
     agreeable format.  Review of materials by both parties will occur within
     ten (10) business days of receipt of the marketing materials by the other
     party.  All marketing materials referencing the Integrated Service for
     distribution to End-Users shall be submitted to the other party for
     approval prior to such distribution, which approval shall not be
     unreasonably withheld.  Multum will provide pre-approved marketing
     materials and text which, if used by Empower Health Corporation in their
     entirety, will not require further approval.  All such materials shall be
     deemed to have been received within three (3) days after mailing to the
     address set forth in Section 14 below.

Empower Health Corporation          License Agreement             7/16/98      4

 
5.   CONTRACT/LICENSE

The On-Line Service Agreement, purchase order and billing for the Integrated
Service will be between the End-User and Empower Health Corporation and Multum
shall have no liability or obligation to such End-User except as expressly
provided in this Agreement.  Empower Health Corporation shall indemnify, defend
and hold Multum and its officers, directors, parent company and agents harmless
from any claims, liabilities, obligations. judgments, causes of actions, costs
and expenses (including reasonable attorney's fees) of an End-User relating to
such On-Line Service Agreement, purchase order or billing (unless such claims
relate solely to the Service and/or Multum's  actions or omissions).

6.   OWNERSHIP AND USE

     A.  This Agreement pertains to the license of rights to use software, and
         does not provide for the sale or other transfer of title to software.

     B.  Empower Health Corporation has and will have exclusive title to and
         ownership of all of its products, including "Dr. Koop's Community" and
         of all of its sub-parts and components, and of all modifications,
         alterations, customizations, or revisions thereof, and of all software,
         source code, and trade secrets, and proprietary research, equations,
         screens, techniques, methodology, analysis programming or know-how
         thereof.

     C.  Multum has and shall have exclusive title to and ownership of all of
         its products, including the Service and of all of its sub-parts and
         components, and of all updates, modifications, alterations,
         customizations, or revisions thereof, and of all software, source code,
         and trade secrets, and proprietary research, equations, screens,
         techniques, methodology, analysis, programming or know-how thereof.

     D.  Each party retains all rights not expressly granted herein. Nothing in
         this Agreement constitutes a waiver of either party's rights to its
         property under U.S. Copyright laws, under any other federal or state
         law, or under the laws of any other country or territory. Neither party
         has any right, permission or license to use or disclose any of the
         other party's products or confidential information, including "Dr.
         Koop's Community," the Service or any sub-part, component, module,
         modification or output thereof, or associated information or product,
         other than as is expressly set forth in this Agreement or as is
         subsequently agreed to by the parties in writing. This Agreement shall
         not result in either party's being obligated to grant the other party
         any other rights in any product, program, software or business entity.

7.   WARRANTY, INDEMNITY AND DAMAGE LIMITATION

     A.  Warranty and Indemnity Regarding Licensed Software
     
         1.  Multum warrants that it has authority to grant Empower Health
             Corporation a license to use the Service as contemplated by this
             Agreement. Multum also warrants that it shall deliver the Service
             free 

Empower Health Corporation          License Agreement             7/16/98      5

 
             from the rightful claims of any third party for infringement of
             U.S. patents, trademarks and copyrights.

         2.  Empower Health Corporation's exclusive remedy with respect of
             breach of the foregoing warranties shall be that Multum will hold
             Empower Health Corporation harmless and defend at Multum's own
             expense, and will pay the costs and damages incurred by Empower
             Health Corporation and/or made in settlement or awarded as a result
             of, any action brought against Empower Health Corporation based on
             an allegation of such infringement with respect to any item of the
             Service. If Multum is notified promptly by Empower Health
             Corporation in writing of any such action or allegation of
             infringement, and if Multum shall have had sole control of the
             defense of any such action and all negotiations for its settlement
             or compromise.

         3.  Multum shall not have any obligation to Empower Health Corporation
             under any provision in this Section 7.A if the alleged infringement
             claim is (i) based upon the use of the Service in a manner or
             environment, or for any purpose, for which Multum did not design or
             license it or (ii) based on information incorporated into the
             Service by Empower Health Corporation or (iii) the result of a
             modification or addition made by Empower Health Corporation. Multum
             disclaims all other liability for violation, misappropriation or
             infringement of intellectual property rights, including but not
             limited to incidental and consequential damages.

     B.  Software Warranty

         1.  Multum warrants that all services provided to Empower Health
             Corporation shall be performed in a competent and workmanlike
             manner and the Service as delivered to Empower Health Corporation
             meets and shall continue to meet substantially all functionality
             described herein as Exhibit A in all material respects and the
             Service will be substantially free from defects in materials and
             workmanship when operated in accordance with the documentation and
             intended use as contemplated by this Agreement.

         2.  Empower Health Corporation warrants that all services provided to
             End-Users shall be performed in a competent and workmanlike manner
             and the Integrated Service as delivered to End-Users will perform
             in accordance to documentation for as long as Empower Health
             Corporation supports End-User.

     C.  Limitation of Damages

         Except in the case of fraud or willful misconduct by a party, the
         parties agree that in the event that either party brings a claim or
         action against the other party arising out of the terms of this
         Agreement, in no event shall either party be liable 

Empower Health Corporation          License Agreement             7/16/98      6

 
         to the other party for special, punitive, exemplary, indirect,
         incidental or consequential damages, whether or not such damages are
         foreseeable, and irrespective of the theory or cause of action upon
         which the damages might be based.

8.   FORCE MAJEURE

     Neither Empower Health Corporation  nor Multum shall have the
     responsibility for any delay or failure of performance resulting from
     causes beyond its control and without its fault or negligence.

9.   TERMINATION

     A.  This Agreement and License shall terminate upon the earlier of:

         1.  Termination by either party in accordance with the provisions of
             Section 9.B below; or

         2.  A party's failure to comply with any material provision of this
             Agreement in which case termination shall be subject to the
             provisions of Section 9.C below.

     B.  Either party may terminate this Agreement and the license granted
         hereunder by giving written notice of the intended termination to the
         other party in accordance with the provisions of Section 1 of this
         Agreement. Giving written notice in accordance with the provisions of
         Section 14 below shall effect such termination.

     C.  If either party fails or becomes unable to observe or perform a
         material contractual obligation under this Agreement, the non-
         defaulting party may give written notice to the non-performing party
         specifying the material failure. The non-performing party shall have
         thirty (30) days from the date the non-defaulting party notified it of
         the material failure in which to cure the default or remedy the
         inability to perform. If said party is unable to do so, the other party
         may terminate this Agreement upon the expiration of the thirty (30) day
         period by giving written notice of said termination in accordance with
         the provisions of Section 14 below.

     D.  Upon termination of this Agreement by Multum pursuant to the provisions
         of Section 9.C herein, or Schedule II, 1.A, each party shall, within
         ten (10) business days, return to the other party, at its own expense,
         all documents, software and other materials or deliverables (including
         all copies of manuals, demo units and client lists) received from the
         other party or containing any of the other party's products or trade
         secret, in whole or in part (and all copies thereof), and shall certify
         in writing to the other party that all such materials have been so
         returned. Each party shall also delete all electronically stored
         versions of the other party's software and/or products and destroy all
         copies of such software and/or products, and shall certify in writing
         to the other party that this has been done. Empower Health Corporation
         will prevent further End-User access to the Service and remove the
         Service from "Dr. Koop's Community."

Empower Health Corporation          License Agreement             7/16/98      7

 
         All such certifications shall be provided within thirty (30) days of
         the date of termination of the Agreement.

     E.  Except in the case of termination of this Agreement by Multum pursuant
         to the provisions of Section 9.C herein, Empower Health Corporation
         retains the right to continue to support End-User use of and access to
         the Integrated Service for a period of sixty (60) days. Fees owed to
         Multum for use of the Service shall continue to be paid during this
         period. Upon the expiration of the sixty (60) day period, Empower
         Health Corporation shall delete the Service from "Dr. Koop's
         Community," thus preventing End-User use of and access to the Service.

     F.  Upon termination of this Agreement by either party, payment for
         services performed by Multum, license fees and expenses incurred
         through the date of termination shall become immediately due and
         payable by Empower Health Corporation to Multum.

10.  ARBITRATION

     The parties shall submit any dispute under this Agreement to binding
     arbitration in Denver, Colorado under the then-prevailing rules of the
     American Arbitration Association.  Judgment upon any award in such
     arbitration may be entered and enforced in any court of competent
     jurisdiction.

11.  CONFIDENTIALITY

     A.  Multum and Empower Health Corporation

         1.  Each party hereto shall hold, and cause its respective officers,
             directors, employees, stockholders, consultants and advisors
             (collectively, "party representatives") to hold, in strict
             confidence, unless compelled to disclose by judicial or
             administrative process or by other requirements of applicable law
             or judicial decree, all written documents and information
             concerning the other party furnished to it by any other party or
             its party representatives in connection with the parties'
             respective duties and obligations contemplated by this Agreement
             (except to the extent that such information can be shown to have
             been (i) previously known by the party to which it was furnished,
             (ii) in the public domain through no fault of such party, (iii)
             later lawfully acquired from other sources by the party to which it
             was furnished), or (iv) independently developed by or for the
             receiving party without any use of the confidential information of
             the disclosing party. Neither party shall release, or disclose to
             any other person or entity (or otherwise use) such information
             except strictly in connection with the parties' duties and
             obligations contemplated hereby.

         2.  Notwithstanding the foregoing, nothing in this Section 11 shall
             prohibit the parties from disclosing the Integrated Service,
             associated End-User 

Empower Health Corporation          License Agreement             7/16/98      8

 
             documentation and sales and marketing materials to End-Users of the
             Integrated Service its contemplated by this Agreement.

         3.  Due to the sensitive nature of Multum's pricing, Empower Health
             Corporation shall only disclose the fees paid to Multum for the
             Service on a need to know basis to Empower Health Corporation
             employees who have confidentiality agreements with Empower Health
             Corporation and shall require such employees to treat such fees
             confidentially. Empower Health Corporation shall not otherwise
             disclose the fees to Empower Health Corporation End-Users or any
             other parties.

         4.  The fact that either party has entered into agreements, including
             this Agreement, concerning the use or license of any of its
             products shall not be deemed to place any confidential information
             or trade secret of that party in the public domain or to cause the
             same to be considered to be public knowledge.

         5.  The receiving party shall notify the disclosing parry of the
             identity of any consultant or independent contractor to whom the
             receiving party wishes to disclose any of the disclosing party's
             Confidential Information. The receiving party agrees not to
             disclose the disclosing party's confidential information to any
             consultant and/or independent contractor without the prior written
             consent of the disclosing party and unless and until such
             consultant or independent contractor has signed a Confidentiality
             Agreement in a form acceptable to the disclosing party,

         6.  Each party's obligations under this Section 11 shall survive the
             termination and/or the full performance of this Agreement.

         7.  Empower Health Corporation understands that Cerner (including its
             affiliates) may be in a business similar to or the same as Empower
             Health Corporation. Cerner (including its affiliates) and Empower
             Health Corporation may already have developed, be in the process of
             developing, or plan to develop products, services and information
             similar to those owned or developed by the other. Nothing contained
             herein shall be construed to prohibit either Cerner (including its
             affiliates) or Empower Health Corporation from so doing as long as
             it does so independently and without using confidential information
             disclosed by the other hereunder.

12.  SEVERABILITY

     If any provision of this Agreement shall be deemed by a court of competent
     jurisdiction to be unenforceable or illegal, then the remaining terms and
     provisions of this Agreement shall remain in full force and effect and such
     unenforceable or illegal provision shall be deemed stricken for so long as
     it remains unenforceable or illegal.

Empower Health Corporation          License Agreement             7/16/98      9

 
13.  GENERAL

     A.  This Agreement constitutes the entire agreement of Empower Health
         Corporation and Multum with respect to the subject matter hereof and
         supersedes all other prior and contemporary agreements and
         understandings regarding the subject matter hereof. No provision of
         this Agreement may be terminated, modified or waived unless such
         termination, modification or waiver is set forth in writing executed by
         authorized representatives of Empower Health Corporation and Maltum.

     B.  This Agreement and the license issued hereunder shall be binding upon
         and inure to the benefit of the parties, their respective successors
         and/or assigns. This Agreement and the license issued hereunder shall
         not be assigned without prior written consent of the other party, and
         any attempted assignment shall be void without such written consent.
         Such consent will not be unreasonably withheld.

     C.  The terms of this Agreement shall in all respects be governed by,
         construed, and interpreted in accordance with the laws of the State of
         Colorado without regard to the conflict of laws principles thereof.

     D.  Empower Health Corporation and Multum agree that as Multum adds new
         product/service(s) to its consumer-focused product line to be made
         available to third parties, the new product/service(s), upon approval
         by both parties, may be incorporated, by addendum, as part of the
         Integrated Service offered pursuant to this Agreement along with any
         fees associated with such products and/or services.

     E.  Each party represents and warrants that it:

         1.  Is not subject to, and will not assume, any obligation inconsistent
             with its obligations hereunder; and

         2.  Is not subject to any restriction that is violated by any
             disclosure of information it makes or receives hereunder.

     F.  Each party warrants and affirms that the person signing this Agreement
         on behalf of that party is duly authorized and empowered by that party
         to do so, and that such person has the right and the authority to bind
         that party to this Agreement.

     G.  This Agreement may be executed in several counterparts and may be
         executed by different parties on different counterparts, all of which
         together shall constitute one and the same instrument, and shall become
         effective when one or more counterparts have been signed by each of the
         parties,

     H.  The Headnotes throughout this Agreement are for convenient reference
         only, and shall in no way be deemed to limit, modify, or add to the
         interpretation, construction or meaning or any provision of this
         Agreement.

Empower Health Corporation          License Agreement             7/16/98     10

 
     I.  In performing their obligations hereunder, the parties are acting as
         separate and independent entities and neither party is an agent or
         employee of the other party. This Agreement shall not be interpreted so
         as to cause either party to be responsible to any third party for the
         acts, omissions or products of the other party.

14.  NOTICES

     All notices and communications required or permitted under this Agreement
     shall be in writing and any communication or delivery hereunder shall be
     deemed to have been duly made if actually delivered, or three (3) days
     after mailing, if mailed by registered or certified mail, postage prepaid,
     addressed as follows:

     If to Empower Health Corporation:

          3006 Longhorn Boulevard, Suite 105
          Austin, Texas 78758
          Fax:______________________________
          Attn:_____________________________

     If to Multum Information Services, Inc.:

          Multum Information Services, Inc.
          3200 Cherry Creek South Drive
          Suite 300
          Denver, Colorado 80209
          Fax:  303-733-4434
          Attn:  Managing Director

Either party may, by written notice so delivered to the other, change the
address to which delivery shall thereafter be made.

IN WITNESS WHEREOF, Empower Health Corporation and Multum have executed this
Agreement this ____ day of July, 1998.

Executed on behalf of                    Executed on behalf of
Empower Health Corporation               Multum Information Services, Inc.
 
By: \s\ Donald Hackett                   By: \s\ Clifford W. Illig
   ------------------------------           ------------------------------

Name: Donald Hackett                     Name: Clifford Illig
     ----------------------------             ----------------------------
 
Title: Chief Executive Officer           Title: President
      ---------------------------              ---------------------------

Empower Health Corporation          License Agreement             7/16/98     11

 
                               SCHEDULE I -BASIC
                         CORPORATE SERVICE AND SUPPORT

1.   Multum will provide the following Corporate Service and Support services to
     Empower Health Corporation (subject to the Corporate Service and Support
     fees set forth in Schedule II of this Agreement).

     A.   During the Initial Term of this Agreement, Maltum shall provide the
          following Corporate Services and Support:

--------------------------------------------------------------------------------
     Emergency Technical Support           24 hours per day, 7 days per week
--------------------------------------------------------------------------------

     B.   During the Term of the Agreement, Consulting Services will be
          available from Multum, upon request by Empower Health Corporation at a
          rate of * * * .  All travel and living expenses related to providing
          the requested Consulting Services will be the responsibility of
          Empower Health Corporation. * * *

     C.   Multum will provide a twenty-four (24) hour telephone support hotline.
          In the event that the Service is unavailable to Dr. Koop's Community
          through reasons that are solely controlled by Multum, Multum agrees to
          remedy the problem within a forty-eight (48) hour period from the time
          of notification.

2.   Optional Corporate Service and Support Package:

     In addition to the foregoing services, Empower Health Corporation may elect
     to purchase from Multum the following optional services on an annual basis
     for an additional * * * .

          8 hours of training
          12 hours of customer support/consulting

     If elected, please initial and date

 
 
------------------------------                          ----------------------- 
Empower Health Corporation                              Date


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

* * *  Certain information on this page has been omitted and filed separately
       with the Securities and Exchange Commission. Confidential treatment
       has been requested with respect to the omitted portions.


 
                            SCHEDULE II - BASIC SDK
                               FEES AND PAYMENTS

1.   FEES

     A.  Basic SDK License Fees:
         Based on the provision of Section 3.A herein, the license fee for
         Empower Health Corporation * * * . The parties agree to mutually
         negotiate in good faith (within six (6) months of the Effective Date) a
         transaction license fee derived from Usage Data provided by Empower
         Health Corporation to Multum pursuant to the provisions of Section 3.D
         of the Agreement, which will be used in calculating license fees to be
         applied for use of the Service for the following twelve months. Within
         30 days of the end of each subsequent twelve month period, the parties
         agree to mutually negotiate in good faith a transaction fee for the
         following twelve month period. In the event the parties are unable to
         mutually agree on a transaction fee for any period, either party may
         terminate the Agreement with 30 days' notice in accordance with
         provisions in Section 14 of the Agreement, without penalty. The parties
         agree that the minimum license fee for any subsequent twelve month
         period will be * * *.

     B.  Software Development Kit (SDK) Fee:
         Empower Health Corporation will pay a one-time SDK fee of * * * to
         Multum.

     C.  Corporate Service and Support Fee:
         Empower Health Corporation will pay Multum a yearly service and
         support fee of * * * per year, beginning in year two of this
         Agreement.

     D.  Optional Service and Support Package Fee:
         If elected, Empower Health Corporation will pay Multum a yearly
         service  and support fee of * * * per year.

     E.  Multum has the option to change the fee schedule upon renewal of this
         Agreement with ninety (90) days' prior written notice to Empower Health
         Corporation.

     F.  Multum reserves the right to conduct an independent audit of Empower
         Health Corporation's invoices and billing records relating to the Fees
         paid to or due to Multum under this Agreement for the sole purpose of
         establishing that the Fees paid to Multum by Empower Health Corporation
         are accurate. Multum may conduct such audits no more than quarterly.
         Each such audit shall be conducted during normal business hours upon
         reasonable notice to and agreement by Empower Health Corporation.
         Multum will be responsible for all costs and * * * expenses relating to
         each such audit. Empower Health Corporation will maintain records
         according to generally accepted accounting principles.

--------------------
* * *  Certain information on this page has been omitted and filed separately
       with the Securities and Exchange Commission. Confidential treatment has
       been requested with respect to the omitted portions.


 
2.   PAYMENTS

     A.  For years beginning one year from the Effective Date and beyond,
         applicable License Fees will be billed quarterly by Multum and will be
         due upon receipt. If required, based on the mutually agreed upon fees,
         Empower Health Corporation will present Multum with an aggregate number
         of licenses used at the end of each quarter and Multum will submit an
         invoice for that amount.

     B.  The SDK fee will be due thirty (30) days after the Effective Date.

     C.  The Corporate Service and Support Package Fee will be billed quarterly
         and due upon receipt.

     D.  If purchased, the Optional Corporate Service and Support Package Fee
         will be billed quarterly and due upon receipt.

                                       2

 
                                   EXHIBIT A
                       Multum Information Services, Inc.
                         Basic SDK Software Components

For purposes of this Agreement, the SDK drug information services (the
"Service") being offered to Empower Health Corporation are:

The SDK (Software Development Kit) provides extremely powerful development tools
that offer drug knowledge bases and expert drug information to new or existing
clinical information systems.  Multum Information Services, Inc. ("Multum") has
developed the SDK as a suite of flexible, modular components that can be
embedded into clinical systems as distinct, functional components.  It may be
helpful to think of the SDK as a subsystem and the clinical information system
into which it can be embedded as a parent application.

Multum provides development interfaces that easily blend into the native
environment of the parent application.  By designing subsystem components that
fit smoothly into an existing software development environment, Multum products
help to minimize the overall development costs.  SDK comes equipped with fully
referenced documentation in several programming languages and databases, all
developed with a three-tiered distributed processing back-end.  This API is
supplied in C++ Class Libraries or OLE Automation servers.

SDK - Basic Clinical Components

Drug Component
.  Provides clinician-friendly drug names.
.  Allows customers to map external drug names to Multum knowledge bases.

Interactions - Drug-Drug & Drug-Food
.  Checks for drug-drug and drug-food interactions against a patient's current
   medication regimen and against medications about to be ordered.
.  Analyzes both active medications and those that might still be active in the
   patient (based on the drug's elimination half-life).
.  Provides a list of drugs involved when an interaction occurs, along with the
   level of severity of the interaction (minor, moderate, severe), a textual
   description of the interaction, and on-line references.
.  Provides recommended courses of action when appropriate within the textual
   information presented.

Drug Allergy Cross-Reactivity Checking
.  Provides allergy information checked against the patient's current drug
   regimen, against medications about to be ordered, and against the patient's
   allergy history.
.  Generates a cross-reaction warning for allergic cross-reactivides described
   in the medical literature that includes the drug or drug category involved, a
   textual description of the reaction, and one or more references for the 
   cross-reaction.

 
Side Effects
.  Provides side effect information in descending order of importance based on
   both severity and frequency of the side effect.
.  Provides side effect information in two levels; the first level consists of
   general side effect information organized by organ system and frequency; the
   second level of information, when available, incorporates greater detail
   including specific studies, case reports, their methodology, and the
   differences between study data.
.  Includes references to the primary medical literature and has key-word
   identifiers.

Pharmacology Information
.  Provides a textual description of the pharmacological properties of a
   selected drug with primary literature references.
.  Provides information regarding the chemical category. mechanism of action and
   indications (both labeled and non-labeled with appropriate identification).
.  Includes references to the primary medical literature.

Pregnancy and Lactation Precautions
.  Identifies and describes both safe and unsafe use of the drug in pregnancy.
.  Provides, when appropriate, pregnancy warnings for drugs that are known to
   alter reproductive capabilities when taken by male patients.
.  Provides lactation warning text that indicates both safe and unsafe use in
   lactating women.
.  Provides severity flags for two levels of severity and includes primary
   literature references.

Warnings
.  Provides a description of important warnings and contraindications (not
   otherwise addressed by Allergy Checking, Pregnancy and Lactation Precautions)
   for particular drugs.
.  No severity levels are provided.  All presented warnings are considered
   significant.

Patient Education Leaflets
.  Provides patient teaching information drug monographs in both 6th grade
   English and North American Spanish.
.  Adheres to the FDA's 1996 MedGuide recommendations.
.  Provides the ability to print or display Patient Education Leaflets with each
   drug order.
.  Includes important side effect, drug interaction, and drug administration
   instructions.
.  Allows customization and formatting of leaflets by end-user site.

Therapeutic Categories
.  Provides a poly-hierarchical classification system for drugs.
.  Provides all therapeutic categories and sub-categories for each drug.
.  Provides all drugs for any given therapeutic category.

Article References
.  Provides article references for all informational services offered--including
   Allergies, Pharmacology, Side Effects, Warnings, Pregnancy and Lactation
   Precautions, and Interactions.

                                       2

 
.  Presented in the National Library of Medicine format with unique internal
   identifier.

Multum Information Services, Inc. retains all rights for determining what
modifications, amendments or alterations ("Product Changes") shall be made to
any or all of the Services. Any Product Changes shall be determined and made at
Multum Information Service's sole discretion.

                                       3

 
                                   EXHIBIT B
                   Description of Empower Health Corporation

                 To be provided by Empower Health Corporation

 
                                   EXHIBIT C
                               End-User Language

The Service is a service provided to you by Multum Information Services, Inc.
("Multum").  The Services and "Dr. Koop's Community" are separate products
provided by separate entities.

Disclaimer of Warranties
THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE AND ANY EQUIPMENT ARE PROVIDED ON AN
"AS IS" BASIS.  EXCEPT FOR WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF
LAW, MULTUM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING
THE ACCURACY OR NATURE OF THE CONTENT OF THE SERVICE, WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The CUSTOMER acknowledges that updates to the Service are at the sole discretion
of Multum.  Multum makes no representations or warranties whatsoever, express or
implied, with respect to the compatibility of the Service, or future releases
thereof, with any computer hardware or software, nor does Multum represent or
warrant the continuity of the features or the facilities provided by or through
the Service as between various releases thereof.

Any warranties expressly provided herein do not apply if:  (i) the CUSTOMER
alters, mishandles or improperly uses, stores or installs all, or any part, of
the Service, (ii) the CUSTOMER uses, stores or installs the Service on a
computer system which fails to meet the specifications provided by Multum, or
(iii) the breach of warranty arises out of or in connection with acts or
omissions of persons other than Multum.

Assumption of Risk Disclaimer of Liability, Indemnity
THE CUSTOMER ASSUMES ALL RISK FOR SELECTION AND USE OF THE SERVICE AND CONTENT
PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH.  MULTUM
SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, MISSTATEMENTS, INACCURACIES OR
OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE SERVICE OR ANY DELAYS IN OR
INTERRUPTIONS OF SUCH DELIVERY.

THE CUSTOMER ACKNOWLEDGES THAT MULTUM:  (A) HAS NO CONTROL OF OR RESPONSIBILITY
FOR THE CUSTOMER'S USE OF THE SERVICE OR CONTENT PROVIDED THEREON, (B) HAS NO
KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH THE SERVICE OR
CONTENT PROVIDED THEREON MAY BE USED BY THE CUSTOMER, (C) UNDERTAKES NO
OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE SERVICE, OR (D) HAS NO
LIABILITY TO ANY PERSON FOR ANY DATA OR INFORMATION INPUT ON THE SERVICE BY THE
CUSTOMER TO THE SERVICE.

MULTUM SHALL NOT BE LIABLE TO ANY PERSON (INCLUDING BUT NOT LIMITED TO THE
CUSTOMER AND PERSONS TREATED BY OR ON BEHALF OF THE 

 
CUSTOMER) FOR, AND THE CUSTOMER AGREES TO INDEMNIFY AND HOLD MULTUM HARMLESS
FROM ANY CLAIMS, LAWSUITS, PROCEEDINGS, COSTS, ATTORNEY'S FEES, DAMAGES OR OTHER
LOSSES (COLLECTIVELY, "LOSSES") ARISING OUT OF OR RELATING TO (A) THE CUSTOMER'S
USE OF THE SERVICE OR CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN
CONNECTION THEREWITH AND (B) ANY DATA OR INFORMATION INPUT ON THE SERVICE BY
CUSTOMER, IN ALL CASES INCLUDING BUT NOT LIMITED TO LOSSES FOR TORT, PERSONAL
INJURY, MEDICAL MALPRACTICE OR PRODUCT LIABILITY. FURTHER, WITHOUT LIMITING THE
FOREGOING, IN NO EVENT SHALL MULTUM BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS
OF BUSINESS, OR DOWN TIME, EVEN IF MULTUM HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, THE INFORMATION CONTAINED WITHIN THE SERVICE IS INTENDED FOR USE
ONLY BY PHYSICIANS AND OTHER HEALTHCARE PROFESSIONALS WHO SHOULD RELY ON THEIR
CLINICAL DISCRETION AND JUDGMENT IN DIAGNOSIS AND TREATMENT, AS BETWEEN THE
CUSTOMER AND MULTUM, THE CUSTOMER HEREBY ASSUMES FULL RESPONSIBILITY FOR
INSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE INFORMATION IN VIEW
OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICTIONS.

Liability of Multum to the CUSTOMER
Under no circumstances shall Multum be liable to the CUSTOMER or any other
person for any direct, indirect, exemplary, special or consequential damages
arising out of or relating to the CUSTOMER'S use of or inability to use the
Service or the Content of the Service provided thereon or any Equipment
furnished in connection therewith.  Multum's total liabilities in connection
with this Agreement, whether arising under contract or otherwise, are limited to
the fees received by Multum under this Agreement specifically relating to the
CUSTOMER's service or product which is the subject of the claim.

                                       2