Trademark and Content Agreement - CBS Corp. and CBS Worldwide Inc. and Medscape Inc.


                         TRADEMARK AND CONTENT AGREEMENT


                AGREEMENT made as of the 4th day of July, 1999 (the "Effective
Date"), by and between CBS Corporation, 51 West 52nd Street, New York, New York
10019 (herein called "CBS"), CBS Worldwide Inc., 51 West 52nd Street, New York,
New York 10019 (herein called "CBS Worldwide") and Medscape, Inc., 134 West 29th
Street, New York, New York 10001, (herein called "Medscape"). The term "CBS"
shall not include Westwood One, Inc. To the extent that CBS Worldwide is the
owner of any of the CBS Health Content (as defined below), CBS Worldwide grants
the same licenses as CBS set forth herein in favor of Medscape and for every
provision of this Agreement that relates to such CBS Health Content the
references to CBS shall be read as CBS and CBS Worldwide.


1.      DEFINITIONS

        1.1 "Above the Fold" means that portion of any web page that is designed
to be visible by Internet Web Site users upon first accessing such page, without
requiring users with standard configurations to scroll vertically or
horizontally on the page.

        1.2 "Affiliate" of the Person concerned, means a Person that directly or
indirectly (through one or more intermediaries) controls, is controlled by, or
is under common control with such Person concerned.

        1.3 "CBS Competitor" means any Person, other than CBS, who/which is
engaged either directly, or indirectly through an Affiliate, in radio or
television programming or radio or television program distribution (whether free
over-the-air, cable, telephone, local, microwave, direct broadcast satellite,
via Internet or otherwise) or billboard advertising in North America. A CBS
Competitor shall not include any Person engaged, via an Internet Web Site, in
television or radio program transmission or streaming (the "Internet Concern"),
unless such Internet Concern: (i) owns or controls, is owned or controlled by,
or is under common control with, a CBS Competitor; or (ii) prominently features,
transmits or promotes Content of a CBS Competitor.

        1.4 "CBS Health Content Pages" means pages of the Consumer Health Site
that include any CBS Health Content.

        1.5 "CBS License Guidelines and Restrictions" or "CBS License
Guidelines" means the clearance, form, format and use restrictions and
procedures set forth in Exhibit "A" attached hereto which Medscape shall adhere
to in its use of CBS Health Content, CBS Marks, Consumer Health Site Content on
the Consumer Health Site and on any other Internet Site linked from the Consumer
Health Site.


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        1.6 "CBS Health Content" means any Content (excluding, for avoidance of
doubt, television/radio program outtakes) related to health, healthcare,
medicine or scientific issues in the life sciences and contained in CBS News's
regularly scheduled hard news broadcasts, scheduled special events coverage and
unscheduled live breaking news coverage which CBS has the right to license for
use on the Internet, including archival Content.

        1.7 "CBS Marks" means the following CBS registered trademarks, as shown
in Exhibit B attached hereto: CBS(R) and the CBS "Eye" design.

        1.8 "CBS Programming Properties" means the CBS Television Network, CBS
Radio Network (to the extent such Radio Network is owned or controlled by CBS),
CBS News Division, the Internet Web Site CBS.com and other television, radio,
cable and Internet Web Sites wholly-owned or controlled by CBS during the Term
of this Agreement.

        1.9 "Collaboration Agreement" means any one of the following agreements
between CBS and Medscape: (a) this Agreement; (b) the Advertising and Promotion
Agreement dated as of the Effective Date (the "Ad and Promotion Agreement"); (c)
the Stockholders Agreement dated as of the Effective Date; (d) the Common Stock
Purchase Agreement dated as of the Effective Date; and (e) the Registration
Rights Agreement dated as of the Effective Date.

        1.10 "Common Stock" means the common stock, $.01 par value per share, of
Medscape.

        1.11 "Consumer Health Site" means the Internet Web Site owned by
Medscape that provides healthcare news and healthcare information for consumers.

        1.12 "Content" means text, graphics, photographs, video, audio and/or
other data or information (including, without limitation, any of the foregoing
broadcast on television) relating to any subject, and/or advertisements.

        1.13 "Date and Time Network Guidelines" means the guidelines issued by
CBS which restrict any advertisement from disclosing the date and time of the
program or event advertised.

        1.14 "Intellectual Property Rights" means all inventions, discoveries,
trademarks, patents, trade names, copyrights, jingles, know-how, intellectual
property, software, shop rights, licenses, developments, research data, designs,
technology, trade secrets, test procedures, processes, route lists, computer
programs, computer discs, computer tapes, literature, reports and other
confidential information, intellectual and similar intangible property rights,
whether or not patentable or copyrightable (or otherwise subject to legally
enforceable restrictions or protections against unauthorized third party usage),
and any and all applications for, registrations of and extensions, divisions,
renewals and reissuance of, any of the foregoing, and rights therein, including
without limitation (a) rights under any royalty or licensing agreements, and (b)
programming and programming rights, whether on film, tape or any other medium.

        1.15 "Internet" means a global network of interconnected computer
networks, each using the Transmission Control Protocol/Internet Protocol and/or
such other standard network interconnection protocols as may be adopted from
time to time, which is used to transmit Content


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that is directly or indirectly delivered to a computer or other digital
electronic device for display to an end-user, whether such Content is delivered
through on-line browsers, off-line browsers, or through "push" technology,
electronic mail, broadband distribution, satellite, wireless or otherwise.

        1.16 "Internet Site" or "Web Site" means any site or service delivering
Content on or through the Internet, including, without limitation, any on-line
service such as America Online and Compuserve.

        1.17 "Medscape Content" means any Content owned or controlled by
Medscape other than CBS Property (as defined in subparagraph 5.1).

        1.18 "New Mark" means a word or words designated by the parties hereto
for use as a new trademark and as part of a URL for the Consumer Health Site
which shall be subject to the mutual agreement of the parties.

        1.19 "New Mark Brand(s)" means collectively, the New Mark, the New Mark
URL (defined below) and any other URL that includes the New Mark and is used for
identifying the Consumer Health Site.

        1.20 "New Mark URL" means the New Mark followed by the extension ".com"

        1.21 "Person" means any natural person, legal entity, or other organized
group of persons or entities. (All pronouns whether personal or impersonal,
which refer to Persons include natural persons and other Persons.)

        1.22 "Professional Health Site" means an Internet Web Site owned by
Medscape that provides healthcare news and healthcare information primarily for
physicians and allied healthcare professionals that is currently located at the
URL www.medscape.com.

        1.23 "Term" means the term specified in paragraph 3.1 below and any
extensions agreed to by the parties hereto.

        1.24 "URL Scroll" means the exhibition of a written representation of a
URL in or during (i.e., at any time from the opening frame through end of the
closing credits) a television program (the "Television URL Scroll") or in/on an
Internet Web Site page (the "Internet URL Scroll"). For avoidance of doubt, the
Television URL Scroll and the Internet URL Scroll are hereinafter collectively
referred to as the "URL Scroll".


2.      SCOPE

        2.1 CBS grants to Medscape, during the Term of this Agreement and
subject to the terms and conditions contained herein, the non-exclusive right
and license:


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                (a) to use, copy, publicly display, publicly perform, transmit,
distribute or otherwise make available on or through the Consumer Health Site,
the CBS Health Content, to the extent CBS has the right to so license such
Content. CBS agrees that users of the Consumer Health Site may view, access,
retrieve, copy and print only for noncommercial private use any CBS Health
Content distributed hereunder on the Consumer Health Site. In that connection:
Medscape's obligations will be limited to: (i) presenting all video CBS Health
Content in a mutually agreed-on format which may include a format designed to
prevent redistribution; and (ii) including a notice to users of the Consumer
Health Site that they may view, access, retrieve, etc. the Web Site Content only
for noncommercial private use.

                (b) to use the CBS Marks together with the MEDSCAPE mark or, if
the parties mutually agree, the New Mark (or such other mark mutually agreed to
by the parties hereto), in connection with Medscape's operation of the Consumer
Health Site, but only to the extent that CBS has the right to use the CBS Marks
or New Mark, as applicable. If the parties agree to use the New Mark as the name
of the Consumer Health Site, then CBS shall use commercially reasonable efforts
to acquire rights in the New Mark URL. If the parties are unable to use the New
Mark in combination with the CBS Mark to brand the Consumer Health Site, then
the brand for the Consumer Health Site shall remain "CBS Medscape".

Nothing in this Agreement grants Medscape ownership or other rights in or to the
CBS Health Content or the CBS Marks, except in accordance and to the extent of
this license.

        2.2 Medscape's exercise of the rights granted herein shall conform to
the restrictions or requirements set forth in the CBS License Guidelines
(attached hereto as Exhibit "A"), as such License Guidelines may be amended or
revised by from time to time by CBS, to reflect any changes in the business,
practice, procedures or policies of CBS or Medscape. CBS will endeavor to notify
Medscape of relevant changes to the CBS License Guidelines. For avoidance of
doubt, the CBS License Guidelines shall be no more restrictive than the
standards and practices applicable to the CBS Television Network.

        2.3 (a) Medscape shall have access to all CBS Health Content, and,
subject to the conditions stated in the next sentence, CBS shall deliver, at
times reasonably requested by Medscape, CBS Health Content in a mutually agreed
form and format. Notwithstanding anything to the contrary contained in this
paragraph (e.g., CBS's prior agreement on the CBS Health Content concerned), CBS
shall have the right to refuse to deliver to Medscape any CBS Health Content if,
in CBS's sole discretion, the CBS Health Content or the use contemplated,
conflicts with, interferes with or is detrimental to CBS's interests, reputation
or business or might subject CBS to unfavorable regulatory action, violate any
law, infringe the rights of any person, or subject CBS to liability for any
reason.

            (b) Medscape shall be responsible for and shall reimburse CBS for
all actual costs and expenses, above and beyond those expenses normally incurred
by CBS in the ordinary course of business, which are incurred by CBS in
preparing and/or delivering the CBS Health Content in the desired form and
format. Any amounts to be paid under this subparagraph 2.3(b) shall be due and
payable within 30 days of receipt of an invoice relating to such amounts. Those
amounts will also be recoupable from all monies becoming payable to Medscape
under this or any other


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Agreement or otherwise to the extent to which they have not actually been paid
or reimbursed as provided for in the preceding sentence.

        2.4 During the Term of this Agreement, any Content displayed on the
Consumer Health Site shall be subject to any restrictions or requirements set
forth in the CBS License Guidelines. CBS shall have the right to demand the
withdrawal from the Consumer Health Site of any CBS Health Content which in
CBS's sole opinion conflicts with, interferes with or is detrimental to CBS's
interests, reputation or business or which might subject CBS to unfavorable
regulatory action, violate any law, infringe the rights of any Person, or
subject CBS to liability for any reason. Upon notice from CBS to withdraw the
CBS Health Content concerned, Medscape shall cease using any such CBS Health
Content on the CBS Consumer Health Site as soon as commercially and technically
feasible, but in any event within forty-eight (48) hours after CBS's notice,
unless such withdrawal is required sooner by law. For purposes of this paragraph
2.4 (and in addition to the terms and conditions set forth in paragraph 9.5
below), notice shall be deemed given when sent by confirmed facsimile
transmission to the fax number set forth in paragraph 9.5 below.

        2.5 (a) During the Term of this Agreement, Medscape shall, in all
instances, consult with CBS regarding (visual and editorial) presentation of the
CBS Health Content on the Consumer Health Site. In no event shall Medscape
distort or misrepresent any material contained in the CBS Health Content. No CBS
Health Content shall be used/displayed out of context. Medscape shall have the
right to edit and revise the CBS Health Content subject to CBS's prior approval
in each instance.

            (b) Medscape shall be solely responsible for the engineering,
production, maintenance and monitoring of all CBS Health Content which Medscape
makes available on the Consumer Health Site.

            (c) Subject to any restrictions or requirements in the CBS License
Guidelines, Medscape shall have the right, but not the obligation, to correct
any errors, omissions and/or inaccuracies in the transmission or transcription
of the CBS Health Content identified by Medscape or reported to Medscape by
Consumer Health Site users.

        2.6 Except as otherwise specified in this Agreement, during the Term of
this Agreement, Medscape shall not, without CBS's prior written approval,
advertise, promote or market in any media now known or hereafter developed,
including the Internet, any CBS Competitor, except that Medscape may promote any
CBS Competitor: (i) on the Consumer Health Site on an occasional basis; or (ii)
on/in any of its venues other than the Consumer Health Site, to the extent that
CBS would permit such advertising, promotion or marketing on the CBS Television
Network, pursuant to its Date & Time Network Guidelines. Solely for purposes of
this paragraph, "CBS Competitor" shall mean any Person who/which is engaged in
North America in: (A) cable television programming or program distribution that
is competitive with the TNN or CMT cable service; or (B) radio or over-the-air
television programming, broadcasting or distribution.

        2.7     If the New Mark is used for the Consumer Health Site:


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            (a) Use of the name "CBS" in combination with the New Mark (i.e.
"CBS New Mark") to brand the Consumer Health Site shall be accompanied by the
phrase "powered by Medscape" or "part of the Medscape Network" (or a similar
phrase which reflects an association with Medscape.com, as determined by
Medscape). The Medscape brand will be prominently displayed throughout the
Consumer Health Site to reinforce the association with the Professional Health
Site.

            (b) CBS News shall brand substantially all of the CBS News (i.e.,
television and radio) healthcare segments broadcast on the CBS Television
Network and the CBS Radio Network, to the extent that CBS owns or controls the
CBS Radio Network (the "CBS News Health Programming") as "CBS New Mark", and
will endeavor to include an on-air mention of, or Television URL Scrolls
featuring the URL which combines the CBS Mark and the New Mark and identifies
the Consumer Health Site (e.g., cbsnewmark.com).

            (c) Following the expiration of the Term of this Agreement:

                (i) For the twelve (12) month period following expiration, (the
        "Transition Period") Internet users inputting the URL which identified
        the Consumer Health Site during the Term (and provided such URL includes
        the New Mark) (the "Identifying URL") will be routed (by Medscape) to
        the Consumer Health Site. Except as set forth in the preceding clause,
        neither party shall have the right to use or promote the New Mark URL or
        any Identifying URL. (For avoidance of doubt, nothing contained in this
        paragraph will prevent CBS from using the New Mark to brand its news
        segments.)

                (ii) Upon expiration of the Transition Period: (A) CBS shall
        have the right to use the Identifying URL (e.g., the New Mark URL
        preceded by "CBS") or a variation thereof for CBS's designated purpose;
        and (B) Internet users who input the New Mark URL will be automatically
        forwarded (by Medscape) to a screen (the "Splash Screen") that notifies
        the viewer that: (I) CBS and Medscape are no longer offering health
        information on a single Web Site; and (II) consumer health information
        is available on a Medscape-identified Internet Web Site and a
        CBS-identified Internet Web Site. For a period of ninety (90) days
        following expiration of the Transition Period, Medscape may include in
        its notice the following phrase: "the Web Site formerly known as [insert
        the Identifying URL]." The parties shall mutually agree upon the copy,
        look and feel of the Splash Screen.

            (d) Upon termination of this Agreement solely by reason of a
material breach by either party of one of the Collaboration Agreements:

                (i) The non-breaching party shall have the exclusive right to
        use the New Mark Brand(s) (excluding, for avoidance of doubt, the CBS
        Mark(s)) and the breaching party shall assign to the non-breaching party
        any right it has in such Brand(s).

                (ii) If CBS is the breaching party:

                    (A) CBS shall cease using or promoting the New Mark Brand(s)
            and the Identifying URL; and


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                    (B) Internet users inputting the Identifying URL shall be
            routed (by Medscape) to the Consumer Health Site, which shall be
            renamed with a name of Medscape's choice (which name shall not
            include any CBS Mark(s));

            (iii)   If Medscape is the breaching party:

                    (A) Medscape shall cease using or promoting the New Mark
            URL; and

                    (B) Internet users inputting the Identifying URL shall be
            routed (by Medscape) to a CBS Web Site (identified by CBS).

        2.8 If CBSMedscape.com (or a variation thereof) is the URL for the
Consumer Health Site (the "CBS/Medscape URL") at the time of expiration or
termination of this Agreement, then for a period of twelve (12) months following
expiration of this Agreement, Internet users who input the CBS/Medscape URL will
be automatically forwarded (by Medscape) to a Splash Screen that notifies the
viewer that: (a) CBS and Medscape are no longer offering consumer health
information on a single Web Site; and (b) consumer health information is
available on a Medscape-identified Internet Web Site and a CBS-identified
Internet Web Site.

        2.9 (a) (i) Medscape, in close cooperation with CBS News, will produce
and provide on a mutually agreeable basis, timely, creative and compelling
health-related news and feature ideas and programming to the CBS Programming
Properties (the "Medscape Programming"). CBS and Medscape will work together to
develop the Medscape Programming and mutually agree on the allocation of
resources for this Programming. The parties will mutually agree to the scope and
frequency of the Medscape Programming. Medscape Programming will conform in all
respects to the CBS News Standards as they may be amended from time to time.

                (ii) CBS and Medscape jointly shall own all copyrights and
        rights of copyrights throughout the world in and to the Medscape
        Programming or any portion thereof, subject to the next two sentences.
        Medscape hereby grants to CBS the exclusive worldwide perpetual right
        to: (A) archive the Medscape Programming and (B) to distribute and to
        authorize the distribution of Medscape Programming in all media,
        including over-the-air, cable and DBS television; provided that CBS has
        broadcast or exhibited the Medscape Programming within a reasonable time
        after Medscape makes such Programming available to CBS. In the event
        that CBS rejects the Medscape Programming or does not broadcast or
        exhibit the Medscape Programming to the public within a reasonable
        period of time after Medscape has made such Programming available to
        CBS, then, at the end of such reasonable period, Medscape shall own all
        copyrights and rights of copyrights therein, provided that the cost of
        producing and providing such Programming was borne solely by Medscape.

            (b) Where appropriate, Medscape will create special online reports
and features ("Special Online Reports") on the Consumer Health Site that
complement the CBS News Health


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Programming and the Medscape Programming, by providing expanded online coverage
of the story, links to related articles, expanded online video and audio clips,
and subject-specific interactive features. CBS will endeavor to give on-air
mention to, and/or Television URL Scrolls of the Identifying URL, in connection
with Medscape Programming and Special Online Reports.

        2.10 Where appropriate and at CBS News' sole discretion, CBS News shall
make on-air reference to and a URL Scroll of the Consumer Health Site, with
respect to healthcare segments broadcast or distributed on any CBS News program,
provided that the Consumer Health Site is at such time featuring Content that
relates to the particular health care segments.

        2.11 In the event that Medscape desires to use any music contained in
any CBS Health Content on the Medscape Site, prior to such use, Medscape shall
(i) report to the applicable music rights society on behalf of CBS, all titles
and publishers of all such music and (ii) secure, at its sole cost and expense,
and pay for all performing, duplication and/or recording rights licenses, if
any, necessary for the use of musical compositions and sound recordings on the
Internet. CBS shall endeavor to deliver to Medscape accurate music cue sheets
for all such music.

        2.12 During the Term of this Agreement, CBS shall maintain prominent,
Above the Fold hypertext links from the Internet Web Site CBS.com to the
Consumer Health Site. In addition, during the Term of this Agreement, each party
shall use commercially reasonable efforts to place hypertext links on all of the
Web Sites operated by or on behalf of such party or its Affiliates, or bear the
trademarks of such party, including, without limitation, CBS.Sportsline.com,
CBS.Marketwatch.com, CBS.Medscape.com, CBS.StoreRunner.com and Office.com for
CBS, and the Consumer Health Site and the existing Professional Health Site for
Medscape.

        2.13 Medscape grants to CBS, during the Term of this Agreement and
subject to the terms and conditions contained herein, the non-exclusive right
and license to use, copy, publicly display, publicly perform, transmit,
distribute or otherwise make available, the Medscape Content and MEDSCAPE
trademark(s) to the extent contemplated in this Agreement and to the extent that
Medscape has the right to so license such trademark(s) and Content. Such use of
the Medscape Content and Medscape trademark(s) shall also be in accordance with
the correct use guidelines made available form Medscape from time to time.

        2.14 Except as otherwise set forth in paragraphs 2.7 above or elsewhere
in this Agreement, upon expiration or termination of this Agreement: (i) each
party shall immediately cease all use of the other party's trademarks, and (ii)
Medscape shall cease using any CBS Health Content or Content derived therefrom
in connection with the name and operation of the Consumer Health Site or
otherwise. In connection with the above, Medscape shall immediately remove or
erase the CBS Health Content (and any Content derived therefrom) and CBS Marks
from the Consumer Health Site, and from any advertising and promotional
materials, as soon as commercially and technically practicable, given customary
Internet business practices, but in no event shall any such material remain on
the Consumer Health Site more than ten (10) days after expiration of CBS's
notice of termination, as applicable, unless sooner required by law, and at
CBS's request, Medscape shall furnish CBS with a certificate from an officer of
Medscape of such removal or erasure satisfactory to CBS.


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3.      TERM

        3.1 The Term of this Agreement shall begin as of the date hereof and
shall continue in full force and effect for a period of seven (7) consecutive
years from the Effective Date, unless it is terminated earlier in accordance
with the terms and conditions stated herein.

        3.2 The parties shall negotiate exclusively with each other in good
faith for a period of twelve (12) consecutive months (the "Negotiation Period")
with respect to any extension(s) of the Term of this Agreement commencing on the
fifth anniversary of the Effective Date (i.e., July 4, 2004).


4.      PROCEDURES

        4.1 (a) CBS shall deliver to Medscape a copy of each CBS Mark in the
form in which such Mark may be used by Medscape on the Consumer Health Site.
Medscape acknowledges that the CBS Marks are trademarks owned or controlled by
CBS Corporation or an Affiliate thereof and that all uses by Medscape of such
CBS Marks shall inure to CBS's benefit. Medscape shall maintain CBS quality
standards with respect to its use of the CBS Marks, and otherwise use the CBS
Marks subject to any restrictions or requirements disclosed by CBS (including
any requirements/restrictions delineated in the CBS License Guidelines). All
materials bearing the CBS Marks shall be subject to CBS's prior written approval
as described in subparagraph 4.2(b) below.

            (b) In the event that during the Term of this Agreement Medscape
shall create any proprietary right in any CBS Marks, as a result of the exercise
by Medscape of any right granted to it hereunder, such proprietary right shall
immediately vest in CBS and Medscape shall be authorized to use such new
proprietary right as though same had specifically been included in this
Agreement.

        4.2 (a) Medscape shall not file any application in any country to
register a trademark which contains any CBS Marks, or is the same as, similar
to, or deceptive or misleading with respect to the CBS Marks or any other CBS
trademark. If any application for registration is filed in any country by
Medscape in contravention of this paragraph 4.2, CBS shall have the right to
take appropriate action against Medscape, including seeking injunctive relief,
to prohibit or otherwise restrain Medscape's use of the infringing party's use
of the infringing mark.

            (b) Medscape shall furnish CBS proofs of all materials bearing
any CBS Mark(s) (including, without limitation, advertising and publicity
materials). Solely with respect to use of the CBS Mark(s) on the Consumer Health
Site, Medscape shall submit a prototype of each (Internet) graphical
representation(s) of the CBS Mark(s) to be used on such Site, for CBS's
approval. Medscape will not authorize full scale production of any material
until after obtaining CBS's written approval in each instance. Any changes in
such material shall also be subject to CBS's prior written approval. The
preceding sentence will not apply to: (i) any Web Site Content that features the
CBS Mark(s) where the graphical representation of the CBS Mark(s) has been


                                     - 9 -

pre-approved in writing; or (ii) any press releases and/or promotional
literature the graphic and format of which have been previously approved.
(Notwithstanding the preceding sentence, any copy or Web Site Content which
identifies CBS and describes the relationship between Medscape and CBS, other
than mutually agreed-on tag language appearing at the end of each press release
or the like, or the Web Site equivalent thereof, which language is
non-contextual, shall be subject to CBS's prior approval.) Approval by CBS shall
not relieve Medscape of any of its warranties or obligations under this
Agreement and all materials that bear any CBS Marks shall strictly conform with
the samples and proofs approved by CBS. Materials to be approved by CBS shall be
submitted to the Associate General Counsel, Contracts, Rights and Development,
CBS Law Department, 51 West 52nd Street, 36th Floor, New York, New York 10019,
and/or such other person that may be designated in writing by CBS. In each
instance, CBS shall respond promptly to Medscape's requests for approval.

        4.3 (a) Medscape shall use reasonable efforts to require any merchant
included in the Consumer Health Site or with whom Medscape establishes a link
pursuant to a contract with Medscape, to represent and warrant that such
merchant will abide/abides with all applicable federal, state, local and foreign
laws and regulations. Medscape, at its own expense, shall indemnify, defend and
hold harmless CBS, its Affiliates, directors, officers, employees and agents
(including their respective successors and assigns) against any and all costs
and damages (including reasonable attorneys' fees) incurred by CBS as a result
of Medscape's failure to include the foregoing merchant warranty in Medscape's
agreements with any such merchant. The foregoing indemnity shall be subject to
the procedural requirements set forth in paragraph 7.3 below.

            (b) If Medscape becomes aware of any unauthorized or unlawful
activity by any merchant or advertiser linked to or exhibited on the Consumer
Health Site, Medscape will take appropriate action (including, without
limitation, removing from the Consumer Health Site, any Content related to such
activity as expeditiously as possible, in accordance with paragraph 2.4 hereof),
and with respect to any unauthorized or unlawful activity of a material nature,
Medscape will use its reasonable best efforts to notify CBS of such activity.

        4.4 In the event that Medscape learns of any infringement, threatened
infringement, or passing off of the CBS Mark(s), or that any Person claims or
alleges that the such trademarks or logos are liable to cause deception or
confusion to the public, then Medscape shall notify CBS of the particulars
thereof.

        4.5 CBS shall be solely responsible for all costs associated with the
acquisition or transfer of (i) any applicable federal or state trademark
registrations for the New Mark or, if applicable, marks which are derivatives
thereof or substantially similar thereto, (ii) the New Mark URL and derivative
or related URLs (such as New Mark URLs with the ".org" or ".edu" extensions)
that, in CBS's judgement, should be obtained to protect the CBS New Mark Brands
and (iii) any other rights related to use of the New Mark in relation to
operation of the Consumer Health Site, as mutually agreed-on by the parties.
Medscape will not seek reimbursement for advertising expenditures or payment of
any of Medscape's conversion costs in the event that: (i) CBS does not acquire
or use the New Mark to name the Consumer Health Site, or (ii) the name of the
Consumer Health Site is changed from the New Mark to another name.


                                     - 10 -

5.      RIGHTS

        5.1 (a) As between CBS and Medscape, CBS is or shall be the exclusive
owner of and shall retain all right, title and interest to the CBS Mark(s) and
the CBS Health Content and any derivative work(s) (as such term is defined in
the U.S. Copyright Act, 17 U.S.C.) thereof, including all Intellectual Property
Rights therein (the "CBS Property").

            (b) Medscape shall place a notice of copyright on each CBS Health
Content Page in accordance with the CBS License Guidelines. Medscape shall
cooperate fully with CBS in connection with CBS's obtaining appropriate
copyright registration in the name of CBS for any CBS Health Content Page.

            (c) Medscape is the exclusive owner of and shall retain all right,
title and interest to the Medscape Content, the Consumer Health Site, the
Professional Health Site, any other Medscape-owned Internet Site(s) and
Medscape-owned trademarks and all Intellectual Property Rights therein,
excluding the CBS Property.

            (d) Except as otherwise set forth in paragraph 2.7 above:

                (i) The New Mark URL shall be jointly owned by CBS and Medscape;
        and

                (ii) During the Term: (A) the Identifying URL shall be jointly
        owned by CBS and Medscape; and (B) as between CBS and Medscape, the New
        Mark URL and the Identifying URL shall be used exclusively by Medscape
        to operate the Consumer Health Site.

Any registration or registration transfer covering the HealthWatch URL or the
Identifying URL shall be effected accordingly.

        5.2 Each party agrees to take all action and cooperate as is reasonably
necessary, at the other party's request, to protect the requesting party's
rights, titles, and interests specified in this Article 5, and further agrees to
execute any documents that might be necessary to perfect such party's ownership
of such rights, titles and interests. Any costs incident thereto shall be borne
by the requesting party, provided such costs are reasonable.


6.      EXCLUSIVITY;  NONCOMPETE

        6.1 (a) During the Term of this Agreement:

                (i) the Consumer Health Site shall be the exclusive healthcare
        Internet Site:


                                     - 11 -

                        (A) integrated into CBS News programs (including the CBS
            Radio Network to the extent such Radio Network is owned or
            controlled by CBS); and

                        (B) featured on a regular basis on the Internet Site
            CBS.com.

                (ii)    where appropriate, in CBS's sole discretion, the
            Consumer Health Site shall be the exclusive healthcare Internet Site
            integrated into general interest programs on the CBS Television
            Network.

                (iii)   CBS shall not integrate the Internet Site Rx.com into
            CBS News programs, it being understood however, that, solely for
            purposes of clause 6.1(a)(iii), the term "integrated" shall exclude
            any URL Scroll.

            (b) For purposes of this paragraph 6.1, the term "integrated" shall
mean in-program or post program on-air mention and a URL Scroll; it being
understood, however, that the terms "integrated" and "featured" do not include
and nothing herein shall restrict CBS from: (i) the placement of any public
service announcement or commercial in any medium, which may include the
reference to a URL or a URL Scroll; (ii) attribution (in any form) of an
Internet Site, including a Competitive Site, solely in the context of
covering/reporting any newsworthy event(s) in the ordinary course of news
coverage and only on an occasional basis; and (iii) the display or feature in a
search engine or portal, such as AOL or Excite, of a URL or a hypertext link (or
similar access) to an Internet Site; and (iv) any acknowledgement of the
sponsorship of a program or program segment, which may include the reference to
a URL or a URL Scroll;

        6.2 (a) During the Term of this Agreement, without Medscape's prior
written approval, CBS shall not:

                (i) license the right to use the CBS Marks in connection with
        branding any Competitive Site.

                (ii) display, perform, distribute, transmit or otherwise make
        available any CBS Health Content on any Competitive Site. The preceding
        sentence shall not:

                     (A) for avoidance of doubt, prohibit CBS.com (or any
            successor thereto) or any CBS Affiliate from including CBS Health
            Content on their respective Web Site(s).

                     (B) prohibit CBS from supplying CBS Health Content to
            television or radio program producers or distributors, which may, in
            turn, use the material on their Web Sites.

                     (C) prohibit CBS from supplying (licensing or authorizing
            the use of) audio or video footage or text or graphics to any other
            Internet Web Site (including a Competitive Site) consistent with
            current and past practices in the normal course of CBS's news
            business.


                                     - 12 -

                     (D) prevent CBS from honoring any pre-existing commitments
            regarding the exploitation of CBS Health Content on any Competitive
            Site. For purposes of clarification and exclusive of any
            transactions between any individual CBS-owned or CBS-controlled
            television or radio station and any Competitive Site(s), to the best
            of CBS's knowledge, there are no pre-existing commitments between
            CBS Corporation and any such Competitive Site(s).

                (iii) enter into any transaction similar to this transaction for
        the provision by CBS of healthcare programming, online marketing and
        promotion of any Competitive Site. (For avoidance of any doubt, nothing
        in this Agreement shall prevent CBS-owned or CBS-controlled television
        or radio stations from accepting or placing any advertisement(s) or
        commercial(s) involving a Competitive Site or entering into any
        advertising relationship with any advertiser or its Web Site.)

            (b) For avoidance of doubt, this paragraph 6.2 will not preclude any
CBS-affiliated television or radio station from maintaining a Competitive Site.

        6.3 (a) For purposes of this Article 6, "Competitive Site" shall mean an
Internet Site that has as its primary function and its principal theme the
delivery of healthcare news and healthcare information geared to the consumer.

            (b) The parties agree and confirm that Rx.com is not a Competitive
Site as of the Effective Date.


7.      WARRANTIES; REPRESENTATIONS; INDEMNITIES

        7.1 (a) CBS REPRESENTS AND WARRANTS THAT:

                (i) it has full power and authority to enter into this
        Agreement.

                (ii) to the best of its knowledge, the CBS Marks and the use
        thereof in accordance with this Agreement shall not violate any law or
        infringe upon or violate any rights of any Person.

            (b) MEDSCAPE REPRESENTS AND WARRANTS THAT:

                (i) exclusive of the Identifying URL, the New Mark URL and the
        CBS Property, it owns or controls all right, title, and interest in and
        to the Consumer Health Site, and owns or licenses all Intellectual
        Property Rights therein, necessary to carry out its obligations
        hereunder and to grant and assign the rights and licenses granted to CBS
        herein.

                (ii) it is has the full power and authority to enter into and
        fully perform this Agreement.


                                     - 13 -

                (iii) exclusive of the Identifying URL, the New Mark URL and the
        CBS Property, the Medscape Content or any Content developed or furnished
        by Medscape hereunder (including the Medscape Programming and Special
        Online Reports), the Consumer Health Site and the use thereof shall not
        violate any law or infringe upon or violate any rights of any Person.

                (iv) at all times, it will maintain the Consumer Health Site in
        a professional manner consistent with industry standards.

                (v) to the best of its knowledge, the MEDSCAPE trademark and the
        use thereof shall not violate any law or infringe upon any rights of any
        Person.

            (c) Medscape covenants that it will use its reasonable best efforts
to adhere to the following performance standards:

                (i) to maintain the availability of the Consumer Health Site
        seven (7) days a week, twenty-four (24) hours a day, except during
        periods of scheduled maintenance;

                (ii) the Consumer Health Site as displayed to users shall have
        at least 97% uptime over a twelve (12) month period, excluding events of
        an extraordinary nature which are beyond the control of Medscape; and

                (iii) Medscape shall provide CBS with a contact person for
        support of issues related to the Consumer Health Site. Such contact
        person or his/her substitute(s) shall be available to CBS seven (7) days
        a week, twenty-four (24) hours a day for emergency support.

        7.2 EXCEPT FOR THE FOREGOING WARRANTIES, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO THEIR CONTENT, INTERNET SITES OR ANY OTHER
SUBJECT MATTER OF THIS AGREEMENT.

        7.3 (a) Each party (the "Indemnifying Party") shall at all times
indemnify, hold harmless and defend the other party (collectively, the
"Indemnified Party") from and against any loss, cost, liability or expense
(including court costs and reasonable attorneys' fees) arising out of or
resulting from any breach by the Indemnifying Party of any representation,
warranty, covenant or agreement contained herein. In the event of any such
claim, the Indemnified Party shall: (i) promptly notify the Indemnifying Party
of the claim; (ii) allow the Indemnifying Party to direct the defense and
settlement of such claim with counsel of the Indemnifying Party's choosing; and
(iii) provide the Indemnifying Party, at the Indemnifying Party's expense, with
information and assistance that is reasonably necessary for the defense and
settlement of the claim. The Indemnified Party reserves the right to retain
counsel, at the Indemnified Party's sole expense, to participate in the defense
of any such claim. The Indemnifying Party shall not settle any such claim or
alleged claim without first obtaining the Indemnified Party's prior written
consent in all instances where the settlement concerned might adversely affect
the Indemnified Party's rights (under this Agreement or otherwise); and such
consent shall not be unreasonably withheld. If the


                                     - 14 -

Indemnifying Party assumes the defense and settlement of the claim as set forth
above, then the Indemnifying Party's only obligation is to satisfy the claim,
judgment or approved settlement.

            (b) CBS, at its own expense shall indemnify, defend and hold
harmless Medscape, its directors, officers, employees and agents (including
their respective successors and assigns), against any third party claims based
on an allegation that (i) the use of the CBS Mark(s) in accordance with the
terms of this Agreement infringes the trademark or other Intellectual Property
Rights of any third party, (ii) the use of the New Mark, in accordance with the
terms of this Agreement, whether used as a brand, trademark, URL or any of the
foregoing in conjunction with the CBS Mark(s) infringes upon or violates the
rights of any third party, or (iii) the use of the CBS Health Content in
accordance with the terms of this Agreement violates any law or infringes upon
or violates the rights of any third party; and CBS shall pay any royalties and
other costs related to the settlement of such claims, and the costs and damages,
including reasonable attorneys' fees, awarded as a result of any suit based on
such claim, provided Medscape promptly notifies CBS in writing of any such claim
and gives CBS authority and control of the defense of such claim, such
assistance and information as is available to Medscape for the defense of such
claim. Any such assistance or information which is furnished by Medscape at the
written request of CBS shall be at CBS's expense. For the avoidance of any
doubt, this indemnity shall apply to Medscape's use of any CBS Mark(s) or CBS
Health Content in accordance with the licenses granted by CBS if CBS did not
notify Medscape of any restrictions on such Mark(s) or Content and it is later
found that CBS had insufficient or no rights to license such Marks/Content to
Medscape under this Agreement.

            (c) Medscape, at its own expense shall indemnify, defend and hold
harmless CBS, its directors, officers, employees and agents (including their
respective successors and assigns), against any third party claims based on an
allegation that: (i) the use of the MEDSCAPE trademark, in accordance with the
terms of this Agreement infringes the trademark or other Intellectual Property
Rights of any third party; and (ii) Medscape Content or Content on the Consumer
Health Site or any Content developed or furnished by Medscape thereunder or the
Medscape Programming or any Special Online Report violates any law or infringes
upon or violates the rights of any third party; and Medscape shall pay any
royalties and other costs related to the settlement of such claim, and the costs
and damages, including reasonable attorneys' fees, awarded as a result of any
suit based on such claim, provided CBS promptly notifies Medscape in writing of
any such claim and gives Medscape authority and control of the defense of such
claim, such assistance and information as is available to CBS for the defense of
such claim. Any such assistance or information which is furnished by CBS at the
written request of Medscape shall be at Medscape's expense. For avoidance of
doubt, this indemnity shall apply to Medscape's use of any Medscape mark(s) or
Medscape Health Content in accordance with the licenses granted by Medscape if
Medscape did not notify CBS of any restrictions on such mark(s) or Content and
it is later found that Medscape had insufficient or no rights to license such
marks / Content to CBS under this Agreement.


8.      REMEDIES

        8.1 CBS shall have the right to terminate this Agreement if (any of the
following occurs):


                                     - 15 -

            (a) Medscape breaches any material term or condition of this
Agreement and has failed to cure such breach within twenty (20) days following
notice of default. The foregoing cure period will not apply to: (i) a term or
condition for which a specific cure period is provided or (ii) a breach
incapable of being cured.

            (b) Medscape breaches any material term or condition of any
Collaboration Agreement and has failed to cure such breach within the time
prescribed for cure in the Collaboration Agreement concerned. The foregoing cure
period will not apply to breaches incapable of being cured.

            (c) Medscape: (i) becomes insolvent or unable to pay its debts as
they mature or makes an assignment for the benefit of its creditors; (ii) is the
subject of a voluntary petition in bankruptcy or any voluntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing; (iii) becomes the subject of any involuntary petition
in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
petition or proceeding is not dismissed within sixty (60) days of filing; (iv)
is liquidated or dissolved.

            (d) Medscape issues to a CBS Competitor in any one transaction or
series of related transactions, a number of voting securities of Medscape such
that after such issuance or series of issuances, such CBS Competitor
beneficially owns or controls, directly or indirectly, nine percent (9%) or more
of the outstanding shares of Common Stock (as such term is defined in the Ad and
Promotion Agreement)(the "threshold"), and has failed to reduce such ownership
of Common Stock below the threshold within twenty (20) days following CBS's
notice set forth in 8.1(d)(ii) below.

                (i) Notwithstanding the foregoing however, the provisions of
        this subparagraph 8.1(d) shall not apply to a stockholder of Medscape
        who beneficially owns or controls, directly or indirectly, nine percent
        (9%) or more of the outstanding shares of Common Stock on the day prior
        to the date of this Agreement.

                (ii) The parties hereby agree that Medscape will give CBS
        confidential written notice of its intent to enter into an agreement for
        issuance of securities that would result in a stockholder beneficially
        owning or controlling, directly or indirectly, nine percent (9%) or more
        of the outstanding shares of Common Stock, together with a description
        of the party with whom Medscape intends to effect such a transaction,
        for the purpose of ascertaining CBS's opinion whether, as of the date of
        the notice, such party is a CBS Competitor. CBS shall have five (5) days
        from the receipt of such notice to respond to Medscape. CBS's opinion
        shall be based solely on the information provided to CBS in the notice
        and CBS shall have no independent duty whatsoever to investigate or
        inquire further. If CBS confirms that the party is not a CBS Competitor,
        CBS shall be deemed to have waived any right of CBS pursuant to this
        Article 8 in respect of such party and transaction, unless there were
        material misstatements or omissions in the disclosures made by Medscape
        to CBS in connection with the transaction.


                                     - 16 -

                (iii) For purposes of this subparagraph 8.1(d), the term
        "beneficial ownership" shall have the meaning set forth in Section 13(d)
        of the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

CBS may exercise its right to terminate pursuant to this paragraph 8.1 by
sending Medscape the appropriate notice. No exercise by CBS of its rights under
this paragraph 8.1 will limit CBS's remedies by reason of Medscape's default,
CBS's rights to exercise any other rights under this paragraph 8.1, or any of
CBS's other rights.

        8.2 Medscape shall have the right to terminate this Agreement if (any
of the following occurs):

            (a) CBS breaches any material term or condition of this Agreement
and has failed to cure such breach within twenty (20) days following notice of
default. The foregoing cure period will not apply to: (i) a term or condition
for which a specific cure period is provided or (ii) a breach incapable of being
cured.

            (b) CBS breaches any material term or condition of any Collaboration
Agreement and has failed to cure such breach within the time prescribed for cure
in the Collaboration Agreement concerned. The foregoing cure period will not
apply to breaches incapable of being cured.

            (c) CBS: (i) becomes insolvent or unable to pay its debts as they
mature or makes an assignment for the benefit of its creditors; (ii) is the
subject of a voluntary petition in bankruptcy or any voluntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing; (iii) becomes the subject of any involuntary petition
in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
petition or proceeding is not dismissed within sixty (60) days of filing; (iv)
is liquidated or dissolved.

        8.3 EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH EACH PARTY SHALL
FULLY INDEMNIFY THE OTHER AS REQUIRED IN THIS AGREEMENT, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
"BUSINESS INTERRUPTION" OR ANY LOSS OF PROFITS.

        8.4 In the event of a material breach by CBS of this Agreement (which
gives rise to Medscape's right to terminate this Agreement), Medscape's sole and
exclusive remedy (other than for any injunctive relief to prevent CBS as a
licensee under this Agreement from continuing to violate such license) shall be
payment by CBS of the sum of $10,000,000 to Medscape, as liquidated damages and
not as a penalty, for loss of the license hereunder, provided however, that
Medscape terminates the Ad and Promotion Agreement and it terminates this
Agreement.


                                     - 17 -

        8.5 In the event of termination pursuant to paragraph 8.1 or 8.2 of this
Agreement, the rights and obligations of the parties hereto with respect to the
following paragraphs shall not terminate: subparagraphs 2.7(c) and 2.7(d)
(post-expiration use of the Identifying URL), paragraph 2.8 (post-Term use of
the CBS/Medscape URL), paragraph 2.13 (Content and trademark removals),
subparagraph 4.3(a) (indemnification), paragraph 4.5 (New Mark costs), paragraph
7.3 (indemnification), paragraph 9.1 (permitted assignments), paragraph 9.2
(jurisdiction), paragraph 9.5 (notice) and paragraph 9.8 (governing law).


9.      GENERAL

        9.1 This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. No party may
assign its respective rights and obligations, in whole or in part, under this
Agreement without prior written consent of the other party hereto. Any attempt
to assign this Agreement without such consent shall be void and of no effect ab
initio. Notwithstanding the foregoing, a party hereto may assign this Agreement
or any of its rights and obligations hereunder to any entity controlling,
controlled by or under common control with, such party, or to any entity that
acquires such party by purchase of stock or by merger or otherwise, or by
obtaining substantially all of such party's assets (the "Permitted Assignee"),
provided that (i) no such assignment shall relieve the assigning party of any of
its obligations under this Agreement; (ii) with respect to any assignments
effected by Medscape, no such Assignee (or any division thereof) is a CBS
Competitor and (iii) such Permitted Assignee shall agree in writing to be bound
by the terms and conditions hereof.

        9.2 Each party hereto irrevocably submits to the exclusive jurisdiction
of (a) the Supreme Court of the State of New York, New York County, and (b) the
United States District Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby or thereby. Each of CBS and Medscape
agrees to commence any such action, suit or proceeding either in the United
States District Court for the Southern District of New York or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
reasons, in the Supreme Court of the State of New York, New York County. Each of
CBS and Medscape further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party's respective address set forth
above shall be effective service of process for any action, suit or proceeding
in New York with respect to any matters to which it has submitted to
jurisdiction in this Section 9.2. Each of CBS and Medscape irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby and thereby in (i) the Supreme Court of the State of New York, New York
County, or (ii) the United States District Court for the Southern District of
New York, and hereby and thereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

        9.3 Each party shall comply in all material respects with all laws and
regulations applicable to its activities under this Agreement.


                                     - 18 -

        9.4 If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any Person or
circumstance shall be held invalid, illegal or unenforceable in any respect by a
court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision hereof (or the remaining portion thereof)
or the application of such provision to any other Persons or circumstances, and
such provision will be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect.

        9.5 Except as otherwise set forth in this Agreement (including paragraph
2.4 hereof), all notices or other communications required or permitted to be
given hereunder shall be in writing and shall be delivered by hand or sent,
postage prepaid, by registered, certified or express mail or reputable overnight
courier service and shall be deemed given when so delivered by hand, or if
mailed, three days after mailing (one business day in the case of express mail
or overnight courier service), as follows:

                        (i)     if to Medscape,

                                Medscape, Inc.
                                134 West 29th Street
                                New York, N.Y.  10001
                                Fax: (212) 760-3140
                                Attention:  Chief Executive Officer

                                with copies to:

                                Brobeck, Phleger & Harrison, LLP
                                1633 Broadway
                                New York, N.Y.  10019
                                Fax: (212) 586-7878
                                Attention:  Alexander D. Lynch, Esq.

                                and

                                Patterson, Belknap, Webb & Tyler LLP
                                1133 Avenue of the Americas
                                New York, New York 10036
                                Fax: (212) 336-2222
                                Attention:  John P. Schmitt

                        (ii)    if to CBS,

                                CBS Corporation
                                51 West 52nd Street
                                New York, New York 10019
                                Fax:  (212) 975-9191
                                Attention:  Chief Financial Officer


                                     - 19 -

                                with a copy to:

                                CBS Corporation
                                51 West 52nd Street
                                New York, New York 10019
                                Fax:  (212) 597-4031
                                Attention:  General Counsel


        9.6 The parties to this Agreement are independent contractors. There is
no relationship of partnership, joint venture, employment, franchise, or agency
between the parties. Neither party shall have the power to bind the other or
incur obligations on the other's behalf without the other's prior written
consent.

        9.7 No failure of either party to exercise or enforce any of its rights
under this Agreement shall act as a waiver of such right.

        9.8 This Agreement, along with the Exhibits hereto, contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. Neither party shall be liable or bound to any
other party in any manner by any representations, warranties or covenants
relating to such subject matter except as specifically set forth herein.

        9.9 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more such counterparts have been signed by each of the parties and
delivered to each of the other parties.

        9.10 This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto. By an instrument in
writing, either party hereto may waive compliance by the other party with any
term or provision of this Agreement.

        9.11 This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

        9.12 This Agreement is for the sole benefit of the parties hereto and
their permitted assigns and nothing herein expressed or implied shall give or be
construed to give to any person, other than the parties hereto and such assigns,
any legal or equitable rights hereunder.

        9.13 The headings contained in this Agreement or in any Exhibit or
Schedule hereto are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Any capitalized terms used in
any Schedule or Exhibit but not otherwise defined therein, shall have the
meaning as defined in this Agreement. When a reference is made in this Agreement
to a Section, Exhibit or Schedule, such reference shall be to a Section of, or
an Exhibit or Schedule to, this Agreement unless otherwise indicated.


                                     - 20 -

                IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.

MEDSCAPE, INC.                            CBS CORPORATION


By:                                       By:
    ----------------------------------        ----------------------------------
Name:                                     Name:
      --------------------------------          --------------------------------
Title:                                    Title:
       -------------------------------           -------------------------------

CBS WORLDWIDE INC., to the extent specified on page 1.

By:
    ----------------------------------
Name:
      --------------------------------
Title:
       -------------------------------


                                     - 21 -

                                    EXHIBIT A

    (Attached to and forming a part of the Agreement, made as of July 4, 1999
                   between CBS Corporation and Medscape Inc.)

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


                     CBS LICENSE GUIDELINES AND RESTRICTIONS



I.      GENERAL

Except as set forth in the next sentence, the Consumer Health Site shall not
include the following Content (nor establish links from the Site to the
following Content): (i) cigarettes, (ii) hard liquor, (iii) massage parlors,
(iv) abortion clinics, (v) firearms and ammunition, (vi) head shops, (vii)
lotteries, (viii) gambling, (ix) sexually explicit content, (x) Content that
contains profanity, (xi) Content that denigrates a particular group based on
gender, race, creed, religion, sexual preference or handicap. The Content
described in the preceding sentence, clauses (i), (ii), (iii), (iv), (v), (vi),
(vii), (viii) and (ix) may be included on the Consumer Health Site but only to
the extent they pertain directly to health, healthcare, medical or scientific
issues in the life sciences and do not constitute an advertisement of any goods
or services.


II.     CBS HEALTH CONTENT

1.      Each party shall notify the other of all errors, omissions, and/or
        inaccuracies in transmission or transcription of the CBS Health Content
        within twenty-four (24) hours after it becomes aware thereof.

2.      If Medscape provides such notice, it shall specify to CBS what action,
        if any, it has taken to correct the error, omission and/or inaccuracy.

3.      If CBS provides such a notice, or receives such notice, it may specify
        reasonable actions to be taken by Medscape to correct the error,
        omission and/or inaccuracy or resubmit such content.

4.      All CBS Health Content shall be subject to restrictions and instructions
        disclosed by CBS at any time.

5.      CBS shall have the right to refuse to deliver to Medscape any CBS Health
        Content if, in CBS's sole discretion, the CBS Health Content or the use
        contemplated, conflicts with, interferes with or is detrimental to CBS's
        interests, reputation or business or which might subject CBS to
        unfavorable regulatory action, violate any law, infringe the rights of
        any person, or subject CBS to liability for any reason.


                                     - 22 -

6.      Medscape shall abide by responsible journalistic standards. No CBS
        Health Content shall be used/displayed out of context. Medscape shall
        not distort or misrepresent any events, opinions or statements contained
        in the CBS Health Content received by Medscape.


III.    CROSS-LINKS

1.      Medscape shall not establish any links from the Consumer Health Site to
        any pornography or obscenity Content.

2.      Medscape shall not conduct any cross promotions between the Consumer
        Health Site and any Internet Site which uses or exhibits gambling,
        pornography or obscenity Content.


IV.     OWNERSHIP

1.      Medscape shall place the following copyright notice on all CBS Health
        Content Pages of the Consumer Health Site:

                           "(C) [year] Medscape, Inc.
                               All Rights Reserved
                     Portions (C) [year] CBS Worldwide Inc.
                              All Rights Reserved"

2.      Medscape and CBS shall mutually develop the procedures for placing any
        third party copyright notice on any CBS Health Content Page, provided
        however that third party copyright notices may appear on CBS Health
        Content Pages if third party copyrighted works appear on such CBS Health
        Content Pages.


                                     - 23 -

                                    EXHIBIT B

    (Attached to and forming a part of the Agreement, made as of July 4, 1999
                   between CBS Corporation and Medscape Inc.)

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

                                    CBS Marks


                                     - 24 -