Content License Agreement - Excite Inc. and Empower Health Corp.


                           CONTENT LICENSE AGREEMENT

This agreement ("Agreement") is entered into as of the 11th day of December,
1998 ("Effective Date"), by and between Excite, Inc., a Delaware corporation,
located at 555 Broadway, Redwood City, California 94063 ("Excite"), and Empower
Health Corporation, a Texas corporation, located at 8920 Business Park Drive,
Longhorn Suite, Austin, TX 78759 ("Content Provider").

                                   RECITALS

A.   Excite maintains sites on the Internet at http://www. excite.com (the
     "Excite Site") and at http://www.webcrawler.com (the "Webcrawler Site"),
     and owns and/or manages related Web sites worldwide (collectively, the
     "Excite Network") which, among other things, allow its users to search for
     and access content and other sites on the Internet.

B.   Excite also maintains and/or manages certain Web pages which may be
     delivered to users worldwide via email, desktop "channels" or Internet
     "push" technologies (collectively, "Broadcast Pages") which may incorporate
     content supplied to Excite by third parties for the purpose of providing
     value to Excite users and providing access to the content, products and/or
     services of such third parties.

C.   Content Provider owns or has the right to distribute certain health content
     and maintains a related site on the Internet at http://www.drkoop.com (the
     "Content Provider Site").

D.   Excite and Content Provider wish to distribute Content Provider's content
     through the Excite Network and/or Broadcast Pages.

Therefore, the parties agree as follows:

1.   CONTENT PROVIDED TO EXCITE

     a)   Content Provider will provide to Excite the content described in
          Exhibit A (the "Content"). The Content will comply with the
          description a technical specifications attached hereto as Exhibit A;
          provided, however, that Content Provider does not warrant that the
          Content is error free. Content Provider warrants that Content will
          comply with the description and technical specifications contemplated
          by this Agreement.

     b)   Excite may incorporate the Content into certain pages in the Excite
          Network (the "Content Pages) and reasonable excerpts or portions of
          the Content may be incorporated into Broadcast Pages, at Excite's
          discretion.

     c)   Content Provider will have sole control and responsibility over the
          data and information contained in the Content. Content Provider and
          Excite will mutually agree on reasonable legal and medical disclaimers
          for the Content Pages and the Broadcast Pages.

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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.


 
     d)   Content Provider will get prominent branding on the Content Pages. The
          exact type and placement of the branding will be mutually determined
          by Content Provider and Excite.

     e)   Content Provider and Excite will determine mutually agreeable methods
          for the transmission and incorporation of updates to the Content.
          Other than updates to the Content, Content Provider will not alter the
          Content without Excite's prior consent; provided, however, that
          Content Provider may promptly and without prior consent of Excite make
          any changes in the Content to correct errors and the like, or to
          remove any defamatory materials or any other materials that Content
          Provider can demonstrate via user feedback are offensive to a
          reasonable number of users of Content Provider Site.

     f)   Excite will have sole control over the "look and feel" of the Excite
          Network. Excite will have sole control over the content, composition,
          "look and feel" and distribution of the Broadcast Pages. Excite will
          have sole responsibility for providing, hosting and maintaining, at
          its expense, the Excite Network and for providing and delivering the
          Broadcast Pages.

     g)   Content Provider will have sole responsibility for providing, at its
          expense, the Content to Excite.

     h)   Content Provider will be able to provide the Content to other partners
          at its discretion.

2.   ADVERTISING; USAGE REPORTS; PUBLICITY

     a)   Excite will be solely responsible for selling any advertising on the
          Excite Network.

     b)   Excite will pay Content Provider on a quarterly basis * * * of the
          "Net Advertising Revenue" that accrues to Excite during the term of
          this Agreement from banner advertising that appears on "Advertising
          Pages." "Net Advertising Revenue" means all banner advertising revenue
          that accrues to Excite during the applicable payment period * * *.
          "Advertising Pages" mean Content Pages that display the Content or any
          portion thereof and with respect to which at least a majority of the
          content (excluding advertisements) on such pages is composed of the
          Content. "Advertising Pages" specifically exclude Excite and
          Webcrawler search results pages.

     c)   Payments by Excite to Content Provider will be due within thirty (30)
          days of the end of each calendar quarter.


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

* * *   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.


 
     d)   With each payment, Excite will provide to Content Provider
          documentation reasonably detailing the calculation of the payment.

     e)   Excite will maintain accurate records with respect to the calculation
          of all payments due under this Agreement. Content Provider may, upon
          no less than thirty (30) days' prior written notice to Excite and no
          more than once per year, cause an independent Certified Public
          Accountant to inspect the records of Excite reasonably related to the
          calculation of such payments during Excite's normal business hours.
          The fees charged by such Certified Public Accountant in connection
          with the inspection will be paid by Content Provider, unless any such
          inspection reveals any underpayment of fees by Excite of greater than
          ten percent (10%) in which event Excite shall reimburse Content
          Provider for any reasonable fees charged by such Certified Public
          Accountant in connection with such inspection.

     f)   Excite will provide Content Provider via email usage reports
          containing the total number of page views generated by links from the
          Excite Network to the Advertising Pages. Each Usage Report will cover
          a calendar month and will be delivered within fifteen (15) days
          following the end of the applicable month.

     g)   Except as otherwise set forth in this Agreement, neither party will
          make any public statement, press release or other announcement
          relating to the terms of or existence of this Agreement without the
          prior written approval of the other.

3.   CONTENT OWNERSHIP AND LICENSE

     a)   Content Provider will retain all right, title and interest in and to
          the Content worldwide (including, but not limited to, ownership of all
          copyrights and other intellectual property rights therein). Subject to
          the terms and conditions of this Agreement, Content Provider hereby
          grants to Excite a non-exclusive, worldwide license to use, reproduce,
          distribute, transmit and publicly display the Content in accordance
          with this Agreement and to sub-license the Content to Excite's wholly-
          owned subsidiaries or to joint ventures in which Excite participates
          for the sole purpose of using, reproducing, distributing, transmitting
          and publicly displaying the Content in accordance with this Agreement.
          Excite's only payment obligation to Content Provider in consideration
          for such license is set forth in Section 2.

     b)   Excite will retain all right, title, and interest in and to the Excite
          Network and the Broadcast Pages worldwide (including, but not limited
          to, ownership of all copyrights, look and feel and other intellectual
          property rights therein).

4.   TRADEMARK OWNERSHIP AND LICENSE

     a)   Content Provider will retain all right, title and interest in and to
          its trademarks, service marks and trade names worldwide, including any
          goodwill associated therewith, subject to the limited license granted
          to Excite hereunder. Any use of any such trademarks by Excite shall
          inure to the benefit of Content Provider and 

 
          Excite shall take no action that is inconsistent with Content
          Provider's ownership thereof.

     b)   Excite will retain all right, title and interest in and to its
          trademarks, service marks and trade names worldwide, including any
          goodwill associated therewith, subject to the limited license granted
          to Content Provider hereunder. Any use of any such trademarks by
          Content Provider shall inure to the benefit of Excite and Content
          Provider shall take no action that is inconsistent with Excite's
          ownership thereof.

     c)   Each party hereby grants to the other a non-exclusive, limited license
          to use its trademarks, service marks or trade names only as
          specifically described in this Agreement. All such use shall be in
          accordance with each party's reasonable policies regarding advertising
          and trademark usage as established from time to time.

     d)   Upon the expiration or termination of this Agreement, each party will
          cease using the trademarks, service marks and/or trade names of the
          other except:

          (i)    As the parties may agree in writing; or

          (ii)   To the extent permitted by applicable law.

5.   TERM

     The term of this Agreement will begin on the Effective Date and will end
     one year thereafter. This Agreement will automatically renew for additional
     terms of one year each, unless either party notifies the other in writing
     at least thirty (30) days prior to automatic renewal that it does not wish
     to renew this Agreement.

6.   TERMINATION

     a)   Either party may terminate this Agreement if the other party
          materially breaches its obligations hereunder and such breach remains
          uncured for thirty (30) days following the notice to the breaching
          party of the breach, with the following exceptions:

          (i)    In the event of three or more material errors, failures or
                 outages of the Content in any thirty (30) day period, Excite
                 may elect to immediately terminate this Agreement upon the
                 third such event by written notice to Content Provider and
                 enter into other arrangements for the acquisition of similar
                 content:

          (ii)   Content Provider will ensure that the Content will at all times
                 be at least comparable to or better any other source of similar
                 topical content available on the Internet in terms of the
                 following factors, taken as a whole: (i) breadth and depth of
                 coverage, (ii) timeliness of content updates and (iii)
                 reputation and ranking based on a cross-section of third party
                 reviewers in terms of topics covered, accuracy of included

 
                 information and other qualitative factors. In the event that
                 Content Provider fails to meet these quality criteria, Excite
                 may terminate this Agreement on thirty (30) days' written
                 notice and enter into other arrangements for the acquisition of
                 similar content.

     b)   All payments that have accrued prior to the termination or expiration
          of this Agreement will be payable in full within thirty (30) days
          thereof.

     c)   The provisions of this Section 6 (Termination), Section 7
          (Confidentiality), Section 8 (Warranty and Indemnity), Section 9
          (Limitation of Liability) and Section 10 (Dispute Resolution) will
          survive any termination or expiration of this Agreement.

7.   CONFIDENTIALITY

     a)   For the purposes of this Agreement, "Confidential Information" means
          information about the disclosing party's (or its suppliers') business
          activities that is proprietary and confidential, which shall include
          all business, financial, technical and other information of a party
          marked or designated by such party as "confidential" or "proprietary,"
          or information which, by the nature of the circumstances surrounding
          the disclosure, ought in good faith to be treated as confidential.

     b)   Confidential Information will not include information that (i) is in
          or enters the public domain without breach of this Agreement, (ii) the
          receiving party lawfully receives from a third party without
          restriction on disclosure and without breach of a nondisclosure
          obligation or (iii) the receiving party knew prior to receiving such
          information from the disclosing party or develops independently
          without reference to the Confidential Information of the disclosing
          party.

     c)   Each party agrees (i) that it will not disclose to any third party or
          use any Confidential Information disclosed to it by the other except
          as expressly permitted in this Agreement and (ii) that it will take
          all reasonable measures to maintain the confidentiality of all
          Confidential Information of the other party in its possession or
          control, which will in no event be less than the measures it uses to
          maintain the confidentiality of its own information of similar
          importance.

     d)   Notwithstanding the foregoing, each party may disclose Confidential
          Information (i) to the extent required by a court of competent
          jurisdiction or other governmental authority or otherwise as required
          by law or (ii) on a "need-to-know" basis under an obligation of
          confidentiality to its legal counsel, accountants, banks and other
          financing sources and their advisors.

     e)   The information contained in the Usage Reports provided by each party
          hereunder will be deemed to be the Confidential Information of the
          disclosing party.

 
     f)   The terms and conditions of this Agreement will be deemed to be the
          Confidential Information of each party and will not be disclosed
          without the written consent of the other party.

8.   WARRANTY AND INDEMNITY

     a)   Content Provider warrants that it owns, or has obtained the right to
          distribute and make available as specified in this Agreement, any and
          all Content provided to Excite hereunder.

     b)   Except for the Content, Excite warrants that it owns, or has obtained
          the right to distribute and make available as specified in this
          Agreement the Content Pages and Broadcast Pages.

     c)   Content Provider will indemnify, defend and hold harmless Excite, its
          affiliates, officers, directors, employees, consultants and agents
          from any and all third party claims, liability, damages and/or costs
          (including, but not limited to, attorneys fees) arising from:

          (i)    Its breach of any warranty, representation or covenant in this
                 Section 8; or

          (ii)   Any claim that the Content infringes or violates any third
                 party's copyright, patent, trade secret, trademark, right of
                 publicity or right of privacy or contains any defamatory
                 content; or

          (iii)  Any claim that the Content and/or its display on the Excite
                 Network violate any state, federal or local laws, regulations
                 or statues, including but not limited to, restrictions on the
                 practice of medicine; or

          (iv)   Any claim of personal injury or product liability with respect
                 to the Content displayed to consumers on the Excite Network.

          Excite will promptly notify Content Provider of any and all such
          claims and will reasonably cooperate with Content Provider with the
          defense and/or settlement thereof, which defense and/or settlement
          shall be controlled by Content Provider, provided that, if any
          settlement requires an affirmative obligation of, results in any
          ongoing liability to or prejudices or detrimentally impacts Excite in
          any way and such obligation, liability, prejudice or impact can
          reasonably be expected to be material, then such settlement shall
          require Excite's written consent (not to be unreasonably withheld or
          delayed) and Excite may have its own counsel in attendance at all
          proceedings and substantive negotiations relating to such claim.

     d)   Excite will indemnify, defend and hold harmless Content Provider, its
          affiliates, officers, directors, employees, consultants and agents
          from any and all third, party claims, liability, damages and/or costs
          (including but not limited to, attorneys fees) arising from:

          (i)    Its breach of any warranty, representation or covenant in this
                 Section 8;
                  or

 
          (ii)   Any claim arising from content displayed on the Excite Network
                 other than the Content, and any claim arising from any
                 modification made to the Content by Excite or by Content
                 Provider at the direction of Excite.

          Content Provider will promptly notify Excite of any and all such
          claims and will reasonably cooperate with Excite with the defense
          and/or settlement thereof, which defense and/or settlement shall be
          controlled by Excite, provided that, if any settlement requires an
          affirmative obligation of, results in any ongoing liability to or
          prejudices or detrimentally impacts Content Provider in any way and
          such obligation, liability, prejudice or impact can reasonably be
          expected to be material, then such settlement shall require Content
          Provider's written consent (not to be unreasonably withheld or
          delayed) and Content Provider may have its own counsel in attendance
          at all proceedings and substantive negotiations relating to such
          claim.

     e)   EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
          WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND
          HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
          REGARDING SUCH SUBJECT MATTER.

9.   LIMITATION OF LIABILITY

     a)   EXCEPT UNDER SECTION 10(c) and 10(d), IN NO EVENT WILL EITHER PARTY BE
          LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
          DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
          NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED
          OF THE POSSIBILITY OF SUCH DAMAGE.

     b)   EXCEPT UNDER SECTION 10(c), THE LIABILITY OF CONTENT PROVIDER FOR
          DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY
          OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS
          PAYABLE TO EXCITE UNDER THIS AGREEMENT.

     c)   EXCEPT UNDER SECTION 10(d), THE LIABILITY OF EXCITE FOR DAMAGES OR
          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER
          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY
          PAID TO CONTENT PROVIDER.

10.  DISPUTE RESOLUTION

     a)   The parties agree that any breach of either of the parties'
          obligations regarding trademarks, service marks or trade names and/or
          confidentiality would result in irreparable injury for which there is
          no adequate remedy at law. Therefore, in the

 
          event of any breach or threatened breach of a party's obligations
          regarding trademarks, service marks or trade names or confidentiality,
          the aggrieved party will be entitled to seek equitable relief in
          addition to its other available legal remedies in a court of competent
          jurisdiction. For the purposes of this section only, the parties
          consent to venue in either the state courts of the county in which
          Excite has its principal place of business or the United States
          District Court for the Northern District of California.

     b)   In the event that disputes between the parties arising from or
          concerning in any manner the subject matter of this Agreement, other
          than disputes arising from or concerning trademarks, service marks or
          trade names and/or confidentiality, cannot be resolved through good
          faith negotiation within 30 days after notice of dispute is provided
          to the other party, the parties will refer the dispute(s) to the
          American Arbitration Association for resolution through binding
          arbitration by a single arbitrator pursuant to the American
          Arbitration Association's rules applicable to commercial disputes. The
          arbitration will be held in the county in which Excite has its
          principal place of business.

11.  GENERAL

     a)   Assignment. Neither party may assign this Agreement, in whole or in
          part, without the other party's written consent (which will not be
          unreasonably withheld), except that no such consent will be required
          in connection with a merger, reorganization or sale of all, or
          substantially all, of such party's assets. Any attempt to assign this
          Agreement other than as permitted above will be null and void.
                             
     b)   Governing Law. This Agreement will be governed by and construed in
          accordance with the laws of the State of California, notwithstanding
          the actual state or country of residence or incorporation of Content
          Provider.

     c)   Notice. Any notice under this Agreement will be in writing and
          delivered by personal delivery, express courier, confirmed facsimile,
          confirmed email or certified or registered mail, return receipt
          requested, and will be deemed given upon personal delivery, one (1)
          day after deposit with express courier, upon confirmation of receipt
          of facsimile or email or five (5) days after deposit in the mail.
          Notices will be sent to a party at its address set forth below or such
          other address as that party may specify in writing pursuant to this
          section.

     d)   No Agency. The parties are independent contractors and will have no
          power or authority to assume or create any obligation or
          responsibility on behalf of each other. This Agreement will not be
          construed to create or imply any partnership, agency or joint venture.

     e)   Force Majeure. Any delay in or failure of performance by either party
          under this Agreement will not be considered a breach of this Agreement
          and will be excused to the extent caused by any occurrence beyond the
          reasonable control of such 

 
          party including, but not limited to, acts of God, power outages and
          governmental restrictions.

     f)   Severability. In the event that any of the provisions of this
          Agreement are held to be unenforceable by a court or arbitrator, the
          remaining portions of the Agreement will remain in full force and
          effect.

     g)   Entire Agreement. This Agreement is the complete and exclusive
          agreement between the parties with respect to the subject matter
          hereof, superseding any prior agreements and communications (both
          written and oral) regarding such subject matter. This Agreement may
          only be modified, or any rights under it waived, by a written document
          executed by both parties.


Empower Health Corporation              Excite, Inc.
 
By: \s\ Donald W. Hackett               By: \s\ Robert C. Hood
    -------------------------------         ------------------------------------

Name: Donald W. Hackett                 Name: Robert C. Hood
      -----------------------------           ----------------------------------
 
Title: Chief Executive Officer          Title: Executive Vice President/Chief
       ----------------------------            ---------------------------------
                                               Financial Officer
                                               -----------------
 
Date: 12/22/98                          Date: 12/16/98
      -----------------------------           ----------------------------------
 
8920 Business Park Drive                555 Broadway
Longhorn Suite                          Redwood City, CA 94063
Austin, TX 78759                        415-568-6000 (voice)
512-726-5116 (voice)                    415-568-6030 (fax)

 
                                   EXHIBIT A

               CONTENT DESCRIPTION AND TECHNICAL SPECIFICATIONS

The content will include content, currently presented on http://www.drkoop.com
or any other Health related presentations directly produced or authored by
Content Provider:

1)   A.D.A.M. Database

2)   University of Pennsylvania editorial content

3)   Reuters news and articles

4)   Dr. Nancy Snyderman's column and editorial content

5)   Multum Database, pharmaceutical/drug information

6)   Government Documents and databases as they become available

7)   Other content to be mutually agreed upon

Updates to the Content may include new and additional information and
corrections for errors or other misinformation.

Content Provider will meet Excite's technical specifications for the delivery
and maintenance of the Content by January 2, 1999.  An FTP site, the databases
and an agreed to retrieval and update methodology will be in place by January 2,
1999.

Changes to the contents format, delivery and timeliness will be mutually agreed
to between Excite and Dr. Koop.