Asset Purchase Agreement - Healtheon Corp. and Metis LLC

 
                              ASSET PURCHASE AGREEMENT
                                          
                                    BY AND AMONG
                                          
                               HEALTHEON CORPORATION
                                          
                              METIS ACQUISITION CORP.
                                          
                                        AND
                                          
                                     METIS, LLC
                                          
                             DATED AS OF JUNE 25, 1998
                                          




                          TABLE OF CONTENTS

                                                                 PAGE

ARTICLE I - THE ASSET PURCHASE . . . . . . . . . . . . . . . . . . 1

     1.1  Purchase of Assets . . . . . . . . . . . . . . . . . . . 1
     1.2  Retained Assets. . . . . . . . . . . . . . . . . . . . . 3
     1.3  Assumed Liabilities. . . . . . . . . . . . . . . . . . . 3
     1.4  Retained Liabilities . . . . . . . . . . . . . . . . . . 3
     1.5  Purchase Price . . . . . . . . . . . . . . . . . . . . . 4
     1.6  Cash Payment . . . . . . . . . . . . . . . . . . . . . . 4
     1.7  Closing. . . . . . . . . . . . . . . . . . . . . . . . . 4
     1.8  Execution and Delivery of Documents of Title by the 
          Company; Further Assurances  . . . . . . . . . . . . . . 4
     1.9  Tax Free Reorganization. . . . . . . . . . . . . . . . . 4

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . 5

     2.1  Organization of the Company. . . . . . . . . . . . . . . 5
     2.2  Company Capital Structure. . . . . . . . . . . . . . . . 5
     2.3  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 5
     2.4  Authority. . . . . . . . . . . . . . . . . . . . . . . . 5
     2.5  Financial Statements . . . . . . . . . . . . . . . . . . 6
     2.6  No Undisclosed Liabilities . . . . . . . . . . . . . . . 6
     2.7  No Changes . . . . . . . . . . . . . . . . . . . . . . . 7
     2.8  Tax and Other Returns and Reports. . . . . . . . . . . . 8
     2.9  Restrictions on Business Activities. . . . . . . . . . . 9
     2.10 Title to Properties; Absence of Liens and Encumbrances .10
     2.11 Intellectual Property. . . . . . . . . . . . . . . . . .10
     2.12 Agreements, Contracts and Commitments. . . . . . . . . .11
     2.13 Interested Party Transactions. . . . . . . . . . . . . .13
     2.14 Compliance with Laws . . . . . . . . . . . . . . . . . .13
     2.15 Litigation . . . . . . . . . . . . . . . . . . . . . . .13
     2.16 Insurance. . . . . . . . . . . . . . . . . . . . . . . .13
     2.17 Minute Books . . . . . . . . . . . . . . . . . . . . . .13
     2.18 Environmental Matters. . . . . . . . . . . . . . . . . .13
     2.19 Brokers' and Finders' Fees; Third Party Expenses . . . .14
     2.20 Employee Matters and Benefit Plans . . . . . . . . . . .14
     2.21 Representations Complete . . . . . . . . . . . . . . . .17
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF HEALTHEON 
     AND ACQUISITION SUB . . . . . . . . . . . . . . . . . . . . .17

     3.1  Organization of Healtheon and Acquisition Sub. . . . . .17
     3.2  Healtheon and Acquisition Sub Capital Structure. . . . .18
     3.3  Subsidiaries . . . . . . . . . . . . . . . . . . . . . .18
     3.4  Authority. . . . . . . . . . . . . . . . . . . . . . . .18


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                              TABLE OF CONTENTS
                                 (CONTINUED)

                                                                 PAGE

     3.5  Financial Statements . . . . . . . . . . . . . . . . . .19
     3.6  No Undisclosed Liabilities . . . . . . . . . . . . . . .19
     3.7  No Changes . . . . . . . . . . . . . . . . . . . . . . .19
     3.8  Tax and Other Returns and Reports. . . . . . . . . . . .21
     3.9  Restrictions on Business Activities. . . . . . . . . . .22
     3.10 Title to Properties; Absence of Liens and Encumbrances .22
     3.11 Intellectual Property. . . . . . . . . . . . . . . . . .22
     3.12 Agreements, Contracts and Commitments. . . . . . . . . .23
     3.13 Interested Party Transactions. . . . . . . . . . . . . .24
     3.14 Compliance with Laws . . . . . . . . . . . . . . . . . .25
     3.15 Litigation . . . . . . . . . . . . . . . . . . . . . . .25
     3.16 Insurance. . . . . . . . . . . . . . . . . . . . . . . .25
     3.17 Minute Books . . . . . . . . . . . . . . . . . . . . . .25
     3.18 Environmental Matters. . . . . . . . . . . . . . . . . .25
     3.19 Brokers' and Finders' Fees; Third Party Expenses . . . .26
     3.20 Employee Matters and Benefit Plans . . . . . . . . . . .26
     3.21 Representations Complete . . . . . . . . . . . . . . . .28

ARTICLE IV - CONDUCT PRIOR TO THE CLOSING. . . . . . . . . . . . .29

     4.1  Conduct of Business of the Company . . . . . . . . . . .29
     4.2  No Company Solicitation. . . . . . . . . . . . . . . . .31

ARTICLE V - ADDITIONAL AGREEMENTS. . . . . . . . . . . . . . . . .31

     5.1  Company Member Approvals . . . . . . . . . . . . . . . .31
     5.2  Access to Information. . . . . . . . . . . . . . . . . .32
     5.3  Confidentiality. . . . . . . . . . . . . . . . . . . . .32
     5.4  Expenses . . . . . . . . . . . . . . . . . . . . . . . .32
     5.5  Public Disclosure. . . . . . . . . . . . . . . . . . . .32
     5.6  Consents . . . . . . . . . . . . . . . . . . . . . . . .33
     5.7  Reasonable Efforts . . . . . . . . . . . . . . . . . . .33
     5.8  Notification of Certain Matters. . . . . . . . . . . . .33
     5.9  Certain Benefit Plans. . . . . . . . . . . . . . . . . .33
     5.10 Additional Documents and Further Assurances. . . . . . .33
     5.11 Company's Auditors . . . . . . . . . . . . . . . . . . .33
     5.12 Mutual Release . . . . . . . . . . . . . . . . . . . . .33

ARTICLE VI - CONDITIONS TO THE ASSET PURCHASE. . . . . . . . . . .34

     6.1  Conditions to Obligations of Each Party to Effect 
          the Asset Purchase . . . . . . . . . . . . . . . . . . .34
     6.2  Additional Conditions to Obligations of the Company. . .34
     6.3  Additional Conditions to the Obligations of Healtheon 
          and Acquisition Sub. . . . . . . . . . . . . . . . . . .35


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                              TABLE OF CONTENTS
                                 (CONTINUED)

                                                                 PAGE

ARTICLE VII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ESCROW .36

     7.1  Survival of Representations and Warranties . . . . . . .36
     7.2  Escrow Arrangements and Indemnification. . . . . . . . .37
     7.3  Indemnification by Healtheon and Acquisition Sub . . . .42

ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER . . . . . . . . .43

     8.1  Termination. . . . . . . . . . . . . . . . . . . . . . .43
     8.2  Effect of Termination. . . . . . . . . . . . . . . . . .44
     8.3  Amendment. . . . . . . . . . . . . . . . . . . . . . . .44
     8.4  Extension; Waiver. . . . . . . . . . . . . . . . . . . .44

ARTICLE IX - GENERAL PROVISIONS. . . . . . . . . . . . . . . . . .44

     9.1  Notices. . . . . . . . . . . . . . . . . . . . . . . . .44
     9.2  Interpretation . . . . . . . . . . . . . . . . . . . . .45
     9.3  Counterparts . . . . . . . . . . . . . . . . . . . . . .45
     9.4  Transfer Taxes . . . . . . . . . . . . . . . . . . . . .45
     9.5  Entire Agreement; Assignment . . . . . . . . . . . . . .46
     9.6  Severability . . . . . . . . . . . . . . . . . . . . . .46
     9.7  Other Remedies . . . . . . . . . . . . . . . . . . . . .46
     9.8  Governing Law. . . . . . . . . . . . . . . . . . . . . .46
     9.9  Rules of Construction. . . . . . . . . . . . . . . . . .46
     9.10 Specific Performance . . . . . . . . . . . . . . . . . .46




                                       -iii-




                          INDEX OF EXHIBITS


EXHIBIT                   DESCRIPTION

Exhibit A      Assignment and Assumption Agreement

Exhibit B      Bill of Sale

Exhibit C      Legal Opinion of Counsel to Healtheon

Exhibit D      Legal Opinion of Counsel to the Company

Exhibit E      Noncompetition Agreement


                         INDEX OF SCHEDULES


Schedule       Description


                                      -iv-




                               ASSET PURCHASE AGREEMENT


     This ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered 
into as of June 25, 1998 among Healtheon Corporation, a Delaware corporation 
("HEALTHEON"), Metis Acquisition Corp., a Delaware corporation and a 
wholly-owned subsidiary of Healtheon ("ACQUISITION SUB"), Metis, LLC, a 
California limited liability company (the "COMPANY"), and, with respect to 
Article VII, Edward J. Fotsch, M.D., as Securityholder Agent and U.S. Bank 
Trust National Association, as Escrow Agent.  

                                       RECITALS

     A.     The Boards of Directors of each of the Company, Healtheon and 
Acquisition Sub believe it is in the best interests of each organization and 
their respective securityholders that Healtheon acquire certain assets and 
assume certain liabilities of the Company  (the "ASSET PURCHASE") and, in 
furtherance thereof, have approved the Asset Purchase.

     B.     A portion of the shares of Healtheon Common Stock otherwise 
issuable by Healtheon in connection with the Asset Purchase shall be placed 
in escrow by Healtheon, the release of which amount shall be contingent upon 
certain events and conditions, all as set forth in Article VII hereof.

     C.     The Company, Healtheon and Acquisition Sub desire to make certain 
representations and warranties and other agreements in connection with the 
Asset Purchase.

     NOW, THEREFORE, in consideration of the covenants, promises and 
representations set forth herein, and for other good and valuable 
consideration, intending to be legally bound hereby the parties agree as 
follows:

                                      ARTICLE I

                                  THE ASSET PURCHASE

     1.1    PURCHASE OF ASSETS.  Upon the terms and subject to the conditions 
contained in this Agreement, at the Closing (as defined in Section 2.7 
below), the Company shall sell, assign, transfer and convey to Buyer, and 
Buyer shall purchase, acquire and accept from the Company, the assets 
comprising the Healthcare Internet/Intranet business of the Company (the 
"Business"), including all of the Company's assets of every kind and 
description relating to the Business  (other than those assets included in 
the Retained Assets as defined in Section 2.2 below) (the "Purchased 
Assets"), and subject only to the liabilities and obligations of the Company 
which are defined in Section 2.3 (the "Assumed Liabilities").  The Purchased 
Assets include, without limitation, the following assets and properties 
(other than those assets included in the Retained Assets as defined in 
Section 2.2):

            (a)    all trade and other accounts receivable and other 
Indebtedness owing to the Company with respect to the Business and including 
the benefit of all collateral, security, guaranties, and similar undertakings 
received or held in connection therewith (the "Accounts Receivable"); 

            (b)    all inventories with respect to the Business wherever 
located, including raw materials, goods consigned to vendors or 
subcontractors, work in process, finished goods and goods in transit;


                                       




            (c)    all prepaid expenses, deposits and rights to refunds from 
customers and suppliers with respect to the Business;

            (d)    all machinery, equipment, fixtures and furniture used in 
the Business and identified on Schedule 1.1

            (e)    all motor vehicles;

            (f)    all supplies owned by the Company;

            (g)    all rights and interests of the Company in and to any 
leases, subleases, licenses, loan agreements, mortgages, notes, indentures, 
restrictions, wills, trusts, commitment obligations or other contracts, 
agreements or instruments, whether written or oral or other similar 
agreements ("Contracts"), and rights thereunder, including without 
limitation, the designated Contracts relating to the Company set forth on 
Schedule 2.12 including contracts for the purchase of materials, supplies and 
services and the sale of products and services, equipment leases, and any 
other contract of the Company relating to the Business; 

            (h)    all business and financial records, books, ledgers, files, 
plans, documents, correspondence, lists, plots, architectural plans, 
drawings, notebooks, specifications, creative materials, advertising and 
promotional materials, marketing materials, studies, reports, equipment 
repair, maintenance or service records of the Company, whether written or 
electronically stored or otherwise recorded in each case, relating to the 
Business;

            (i)    all of the Company's goodwill, dealer and customer lists 
and all other sales and marketing information, and all knowhow, technology, 
drawings, engineering specifications, bills of materials, software and other 
intangible assets of the Company in each case, relating to the Business;

            (j)    all patents, patent applications, copyrights, trademarks, 
service marks, trade names, trade secrets, proprietary information, 
technology rights and licenses, proprietary rights and processes, know-how, 
research and development in progress, and any and all other intellectual 
property including, without limitation, the Company Intellectual Property 
Rights, the Company's name, all things authored, discovered, developed, made, 
perfected, improved, designed, engineered, devised, acquired, produced, 
conceived or first reduced to practice and that pertain to or are used in the 
Business or that are relevant to an understanding or to the development of 
the Business or to the performance by the products of the Business of their 
intended functions or purposes, whether tangible or intangible, in any stage 
of development, including without limitation, enhancements, designs, 
technology, improvements, inventions, works or authorship, formulas, 
processes, routines, subroutines, techniques, concepts, object code, flow 
charts, diagrams, coding sheets, source code, listings and annotations, 
programmers' notes, information, work papers, work product and other 
materials or any types whatsoever, and all rights of any kind in or to any of 
the foregoing including all goodwill associated therewith, licenses and 
sublicenses granted and obtained with respect thereto, and rights thereunder, 
remedies against infringements thereof, and rights to protection of interests 
therein under the laws of all jurisdictions;

            (k)    all permits, licenses, orders, ratings and approvals of 
all federal, state, local or foreign governmental or regulatory authorities 
or industrial bodies that are held by the Company and relate to the Business, 
to the extent the same are transferable;



                                       -2-




            (l)    all rights of the Company to causes of action, lawsuits, 
judgments, claims and demands of any nature which would relate to the 
Business or constitute counterclaims, rights of setoff, and affirmative 
defenses to any claims brought against Buyer by third parties relating to the 
Business;

            (m)    all present and future insurance proceeds which may be 
payable under the insurance policies listed on Schedule 2.16 attached hereto 
to the extent that such proceeds relate to the future loss of asset value of 
the Purchased Assets;

            (n)    except for Retained Assets described in Section 1.2 below, 
all other items of property, real or personal, tangible or intangible, 
including, without limitation, all restrictive and negative covenant 
agreements with employees and others, including, without limitation, 
nondisclosure agreements, computer programs, tapes, discs and timesharing 
files, owned, used by or accruing to the benefit of the Company in each case, 
used in the Business; and

            (o)    Intellectual property and associated html code that is 
transferable by the Company, as well as the exclusive rights to operate the 
Company's website located at www.metisllc.com.

     1.2    RETAINED ASSETS.  The Company will retain ownership of the assets 
of the Company listed on Schedule 1.2 attached hereto (collectively, the 
"Retained Assets").

     1.3    ASSUMED LIABILITIES.  The Acquisition Sub shall assume and agree 
to pay, perform and discharge only the Assumed Liabilities, and will pay, 
perform and discharge the Assumed Liabilities as they become due.  The 
Assumed Liabilities shall consist of only those liabilities of the Company 
listed on Schedule 1.3 attached hereto or otherwise specifically provided for 
in this Agreement.

     1.4    RETAINED LIABILITIES.  The liabilities and obligations which 
shall be retained by the Company (the "Retained Liabilities") shall consist 
of all liabilities of the Company other than Assumed Liabilities, including, 
without limitation, the following:

            (a)    all liabilities of the Company relating to indebtedness 
for borrowed money;

            (b)    all liabilities of the Company resulting from, 
constituting or relating to a breach of any of the representations, 
warranties, covenants or agreements of the Company under this Agreement in 
accordance with the indemnification provisions of this Agreement;

            (c)    all liabilities of the Company for federal, state, local 
or foreign Taxes, including Taxes incurred in respect of or measured by the 
income of the Company earned on or realized prior to the Closing Date, 
including any gain and income from the sale of the Purchased Assets and other 
transactions contemplated herein;

            (d)    all liabilities for all environmental, ecological, health 
or safety claims to the extent arising out of the operation of the Business 
or the Purchased Assets by the Company on or before the Closing Date;

            (e)    all liabilities of the Company arising in connection with 
its operations unrelated to the Business except as otherwise specifically 
provided in Schedule 1.3;

            (f)    any liability of the Company based on its tortious or 
illegal conduct;


                                       -3-




            (g)    any liability or obligation incurred by the Company in 
connection with the negotiation, execution or performance of this Agreement 
and the transactions contemplated hereby, including, without limitation, all 
legal, accounting, brokers', finders' and other professional fees and 
expenses other than through Healtheon's or Acquisition Sub's breach of this 
Agreement;

            (h)    any liability or obligation incurred by the Company in 
connection with the negotiation, execution or performance of, and settlement 
of any claims pertaining to, the Netsource Agreement (as defined herein) and 
the transactions contemplated thereby, including, without limitation, all 
legal, accounting, brokers', finders' and other professional fees and 
expenses; and

            (i)    all liabilities incurred by the Company after the Closing 
Date other than through Healtheon's or Acquisition Sub's breach of this 
Agreement (except to the extent such liability is specifically assumed by 
Acquisition Sub); and

     1.5    PURCHASE PRICE.  Upon the terms and subject to the conditions 
contained in this Agreement, in reliance upon the representations, warranties 
and agreements of the Company contained herein, and in consideration of the 
sale, assignment, transfer and delivery of the Transferred Assets and  the 
Noncompetition Agreements received from the Company, Acquisition Sub will 
assume the Assumed Liabilities and Healtheon will deliver (a) (i) to the 
Company, a stock certificate representing 1,400,000 shares of Healtheon 
Common Stock, (ii) the Cash Payment, and (b) to the Escrow Agent, for the 
benefit of the Company, a stock certificate representing 200,000 shares of 
Healtheon Common Stock (the "Escrow Amount").

     1.6    CASH PAYMENT.  In the event that on the Closing Date, the Company 
shall have a cash balance that is less than $654,112, Healtheon shall pay to 
the Company on the Closing Date, as additional consideration, an amount of 
money (the "Cash Payment") equal to (a)$654,112, LESS (b) such cash balance. 
Notwithstanding the foregoing, in the event that the Company shall have 
failed to conduct its business in the ordinary course and in compliance with 
the provisions of this Agreement, including without limitation, Section 4.1, 
an adjustment shall be made to the purchase price to reflect the extent to 
which the Company's cash and accounts receivable balance is less than 
$654,112 on the Closing Date. 

     1.7    CLOSING.  Unless this Agreement is earlier terminated pursuant to 
Section 8.1, the closing of the Merger (the "CLOSING") will take place as 
promptly as practicable, but no later than five (5) business days, following 
satisfaction or waiver of the conditions set forth in Article VI, at the 
offices of Wilson Sonsini Goodrich & Rosati ("WSGR"), 650 Page Mill Road, 
Palo Alto, California, unless another place or time is agreed to by Parent 
and the Company. The date upon which the Closing actually occurs is herein 
referred to as the "CLOSING DATE."  The parties currently intend that the 
Closing Date will occur on or prior to August 15, 1998.

     1.8    EXECUTION AND DELIVERY OF DOCUMENTS OF TITLE BY THE COMPANY; 
FURTHER ASSURANCES.  At the Closing, the parties hereto shall have entered 
into the Assignment and Assumption Agreement in the form attached hereto as 
Exhibit A and the Company shall execute and deliver to Buyer the Bill of Sale 
in the form attached hereto as Exhibit B and such deeds, conveyances, bills 
of sale, certificates of title, assignments, assurances and other instruments 
and documents as Buyer may reasonably request in order to effect the sale, 
conveyance, and transfer of the Purchased Assets from the Company to the 
Buyer. Such instruments and documents shall be sufficient to convey to Buyer 
good and merchantable title in all of the Purchased Assets.  The Company 
will, from time to time after the Closing Date, take such additional actions 
and execute and deliver such further documents as Buyer may reasonably 
request in order more effectively to sell, transfer and convey the Purchased 
Assets to Buyer and to place Buyer in position to operate and control all of 
the Purchased Assets.  To 


                                       -4-




the extent any of such assets are, by nature or terms, not transferrable, the 
Company shall hold, provide, and make such assets available for the use and 
benefit of Buyer as Buyer's agent.

     1.9    TAX FREE REORGANIZATION.  The parties hereto intend that this 
Agreement shall constitute a plan of reorganization pursuant to the Section 
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, and agree to 
report the transactions contemplated by this Agreement as such for all 
purposes. Each party has consulted with its own tax advisors as to the tax 
consequences of the transactions contemplated by this Agreement and no party 
makes any representation or warranty with respect to such consequences.   

                                      ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to Healtheon and Acquisition 
Sub, subject to such exceptions as are specifically disclosed in the 
disclosure letter (referencing the appropriate section number or subsection, 
as the case may be) supplied by the Company to Healtheon (the "COMPANY 
SCHEDULES") and dated as of the date hereof, as follows:

     2.1    ORGANIZATION OF THE COMPANY.  The Company is a limited liability 
company duly organized, validly existing and in good standing under the laws 
of the State of California.  The Company has the power to own its properties 
and to carry on its business as now being conducted.  The Company is duly 
qualified to do business and in good standing as a foreign limited liability 
company in each jurisdiction in which the failure to be so qualified would 
have a material adverse effect on the business, assets (including intangible 
assets), financial condition or results of operations of the Company 
(hereinafter referred to as a "COMPANY MATERIAL ADVERSE EFFECT").  The 
Company has delivered a true and correct copy of its Organizational 
Documents, each as amended to date, to Healtheon.

     2.2    COMPANY CAPITAL STRUCTURE.

            (a)    The authorized capitalization of the Company consists of 
183,050 authorized Class A units (the "Class A units"), of which 183,050 
units are issued and outstanding, and 300,000 authorized Class B units (the 
"Class B units", and together with the Class A units, the Company Capital 
Stock), of which 225,123 units are issued and outstanding.  The Company 
Capital Stock is held of record by the persons, with the addresses of record 
and in the amounts set forth on Schedule 2.2(a).  With respect to each holder 
of Class B Units, Schedule 2.2(a) contains an identification of each such 
holder's vesting provisions and vesting start date.  All outstanding Company 
Capital Stock is duly authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights created by statute, the 
First Amended and Restated Operating Agreement of Metis, LLC and the Articles 
of Organization (together, the "Organizational Documents) of the Company or 
any agreement to which the Company is a party or by which it is bound.  All 
of the Company Capital Stock has been issued in compliance with the terms of 
the Company's Organizational Documents.

            (b)    There are no options, warrants, calls, rights, commitments 
or agreements of any character, written or oral, to which the Company is a 
party or by which it is bound obligating the Company to issue, deliver, sell, 
repurchase or redeem, or cause to be issued, delivered, sold, repurchased or 
redeemed, any ownership interests of the Company (each, a "Company Capital 
Stock Equivalent") or obligating the Company 


                                       -5-




to grant, extend, accelerate the vesting of, change the price of, otherwise 
amend or enter into any such Company Common Stock Equivalent.

     2.3    SUBSIDIARIES.  The Company does not have and has never had any 
subsidiaries or affiliated organizations and does not otherwise own and has 
never otherwise owned any shares of capital stock or any interest in, or 
control, directly or indirectly, any other corporation, partnership, limited 
liability company, association, joint venture or other business entity.
     
     2.4    AUTHORITY.  Subject only to the requisite approval of the Asset 
Purchase and this Agreement by the Company's Members, the Company has all 
requisite corporate power and authority to enter into this Agreement and to 
consummate the transactions contemplated hereby.  The vote required of the 
Company's Members to duly approve the Asset Purchase and this Agreement is a 
Majority in Interest of the Members (as defined in the Organizational 
Documents) and a Majority in Interest of the Class A Members (as defined in 
the Organizational Documents).  The execution and delivery of this Agreement 
and the consummation of the transactions contemplated hereby have been duly 
authorized by all necessary action on the part of the Company, subject only 
to the approval of the Asset Purchase by the Company's Members.  The 
Company's Board of Directors has unanimously approved the Asset Purchase and 
this Agreement.  This Agreement has been duly executed and delivered by the 
Company and constitutes the valid and binding obligation of the Company, 
enforceable in accordance with its terms.  Except as set forth on Schedule 
2.4, subject only to the approval of the Asset Purchase and this Agreement by 
the Company's Members, the execution and delivery of this Agreement by the 
Company does not, and, as of the Closing, the consummation of the 
transactions contemplated hereby (including the Asset Purchase) will not, 
conflict with, or result in any violation of, or default under (with or 
without notice or lapse of time, or both), or give rise to a right of 
termination, cancellation or acceleration of any obligation or loss of any 
benefit under (any such event, a "COMPANY CONFLICT") (i) any provision of the 
Organizational Documents of the Company or (ii) any mortgage, indenture, 
lease, Contract or other agreement or instrument, permit, concession, 
franchise, license, judgment, order, decree, statute, law, ordinance, rule or 
regulation applicable to the Company or its properties or assets.  No 
consent, waiver, approval, order or authorization of, or registration, 
declaration or filing with, any court, administrative agency or commission or 
other federal, state, county, local or foreign governmental authority, 
instrumentality, agency or commission ("GOVERNMENTAL ENTITY") or any third 
party (so as not to trigger any Company Conflict) is required by or with 
respect to the Company in connection with the execution and delivery of this 
Agreement or the consummation of the transactions contemplated hereby, except 
for (i) such consents, waivers, approvals, orders, authorizations, 
registrations, declarations and filings as may be required under applicable 
federal and state securities laws and (ii) such other consents, waivers, 
authorizations, filings, approvals and registrations which are set forth on 
Schedule 2.4.

     2.5    FINANCIAL STATEMENTS.  Section 2.5 sets forth the Company's 
audited balance sheets as of December 31, 1997 and the related audited 
statement of income and cash flow for the period from inception to December 
31, 1997 (the "COMPANY AUDITED FINANCIALS") and the Company's unaudited 
balance sheet as of May 31, 1998 and the related unaudited statements of 
income and cash flow for the five months then ended (the "COMPANY UNAUDITED 
FINANCIALS") (collectively, such financial statements are sometimes referred 
to herein as "COMPANY FINANCIAL STATEMENTS").  The Company Audited Financials 
and the Company Unaudited Financials are correct in all material respects and 
have been prepared in accordance with GAAP applied on a basis consistent 
throughout the periods indicated and consistent with each other (except that 
the Company Unaudited Financials do not contain all the notes that may be 
required by GAAP).  The Company Audited Financials and Company Unaudited 
Financials present fairly the financial condition, operating results and cash 
flows of the Company as of the dates and during the periods indicated 
therein, subject in the case of the Company Unaudited Financials, 



                                       -6-




to normal year-end adjustments, which will not be material in amount or 
significance.  The Company's unaudited balance sheet dated as of May 31, 1998 
shall be referred to as the "COMPANY CURRENT BALANCE SHEET". The Company's 
cash and accounts receivable balance as of May 15, 1998 was $654,112, and the 
Company's accounts receivable are fully collectible.  Since December 31, 
1997, the Company has not changed its methodology for valuation of accounts 
receivable.  

     2.6    NO UNDISCLOSED LIABILITIES.  Except as set forth in Schedule 2.6, 
the Company does not have any liability, indebtedness, obligation, expense, 
claim, deficiency, guaranty or endorsement of any type,  whether accrued, 
absolute, contingent, matured, unmatured or other (whether or not required to 
be reflected in financial statements in accordance with generally accepted 
accounting principles), which individually or in the aggregate, (i) has not 
been reflected in the Company Current Balance Sheet, or (ii) has not arisen 
in the ordinary course of the Company's business since the date of the 
Company Current Balance Sheet, consistent with past practices.

     2.7    NO CHANGES.  Except as set forth in Schedule 2.7, since the date 
of the Company Current Balance Sheet, there has not been, occurred or arisen 
any:

            (a)    transaction by the Company except in the ordinary course 
of business as conducted as of the date of the Company Current Balance Sheet 
and consistent with past practices;

            (b)    amendments or changes to the Organizational Documents of 
the Company;

            (c)    capital expenditure or commitment by the Company, either 
individually or in the aggregate, exceeding $25,000;

            (d)    destruction of, damage to or loss of any material assets, 
business or customer of the Company (whether or not covered by insurance);

            (e)    labor trouble or claim of wrongful discharge or other 
unlawful labor practice or action;

            (f)    change in accounting methods or practices (including any 
change in depreciation or amortization policies or rates) by the Company;

            (g)    revaluation by the Company of any of its assets;

            (h)    declaration, setting aside or payment of a dividend or 
other distribution with respect to any units of the Company, or any direct or 
indirect redemption, purchase or other acquisition by the Company of any of 
its units;

            (i)    increase in the salary or other compensation payable or to 
become payable to any of its officers, directors, employees or advisors, or 
the declaration, payment or commitment or obligation of any kind for the 
payment of a bonus or other additional salary or compensation to any such 
person except as otherwise contemplated by this Agreement;

            (j)    sale, lease, license or other disposition of any of the 
assets or properties of the Company, except in the ordinary course of 
business as conducted on that date and consistent with past practices;



                                       -7-




            (k)    any Lien placed on any of the Transferred Assets which 
remains in existence on the date hereof;

            (l)    amendment or termination of any material contract, 
agreement or license to which the Company is a party or by which it is bound;

            (m)    loan by the Company to any person or entity, the 
incurrence by the Company of any indebtedness, the guaranty by the Company of 
any indebtedness, issuance or sale of any debt securities of the Company or 
the guaranty of any debt securities of others, except for advances to 
employees for travel and business expenses in the ordinary course of 
business, consistent with past practices;

            (n)    waiver or release of any right or claim of the Company, 
including any write-off or other compromise of any account receivable of the 
Company;

            (o)    any contingent liabilities incurred by the Company with 
respect to the obligations of any other person that would be assumed 
hereunder;

            (p)    commencement or notice or threat of commencement of any 
lawsuit or proceeding against or investigation of the Company or its affairs;

            (q)    notice of any claim of ownership by a third party of the 
Company's Intellectual Property (as defined in Section 2.11 below) or of 
infringement by the Company of any third party's Intellectual Property rights;

            (r)    issuance or sale by the Company of any of its shares of 
capital stock, or securities exchangeable, convertible or exercisable 
therefor, or of any other of its securities;

            (s)    change in pricing or royalties set or charged by the 
Company to its customers or licensees or in pricing or royalties set or 
charged by persons who have licensed Intellectual Property to the Company;

            (t)    event or condition of any character that has or could be 
reasonably expected to have a Company Material Adverse Effect on the Company; 
or

            (u)    any postponement or delay in payment of any accounts 
payable or other liability of the Company that will be included as Assumed 
Liabilities;

            (v)    negotiation or agreement by the Company or any officer or 
employees thereof to do any of the things described in the preceding clauses 
(a) through (r) (other than negotiations with Healtheon and its 
representatives regarding the transactions contemplated by this Agreement).

     2.8    TAX AND OTHER RETURNS AND REPORTS.

            (a)    DEFINITION OF TAXES.  For the purposes of this Agreement, 
"TAX" or, collectively, "TAXES", means any and all federal, state, local and 
foreign taxes, assessments and other governmental charges, duties, 
impositions and liabilities, including taxes based upon or measured by gross 
receipts, income, profits, sales, use and occupation, and value added, ad 
valorem, transfer, franchise, withholding, payroll, recapture, employment, 
excise and property taxes, together with all interest, penalties and 
additions imposed with respect to such amounts 


                                       -8-




and any obligations under any agreements or arrangements with any other 
person with respect to such amounts and including any liability for taxes of 
a predecessor entity.

            (b)    TAX RETURNS AND AUDITS.  Except as set forth in Schedule 2.8:

                   (i)    The Company as of the Closing will have prepared 
and filed all required federal, state, local and foreign returns, estimates, 
information statements and reports ("RETURNS") relating to any and all Taxes 
concerning or attributable to the Company or its operations and such Returns 
are true and correct and have been completed in accordance with applicable 
law.

                   (ii)   The Company as of the Closing:  (A) will have paid 
or accrued all Taxes it is required to pay or accrue and (B) will have 
withheld with respect to its employees all federal and state income taxes, 
FICA, FUTA and other Taxes required to be withheld.

                   (iii)  The Company has not been delinquent in the payment 
of any Tax nor is there any Tax deficiency outstanding, proposed or assessed 
against the Company, nor has the Company executed any waiver of any statute 
of limitations on or extending the period for the assessment or collection of 
any Tax.

                   (iv)   No audit or other examination of any Return of the 
Company is currently in progress, nor has the Company been notified of any 
request for such an audit or other examination.

                   (v)    The Company does not have any liabilities for 
unpaid federal, state, local and foreign Taxes which have not been accrued or 
reserved against on the Company Current Balance Sheet, whether asserted or 
unasserted, contingent or otherwise, and the Company has no knowledge of any 
basis for the assertion of any such liability attributable to the Company, 
its assets or operations.

                   (vi)   The Company has made available to Healtheon copies 
of all federal and state income and all state sales and use Tax Returns for 
all periods since the date of Company's incorporation.

                   (vii)  There are (and as of immediately following the 
Effective Date there will be) no liens, pledges, charges, claims, security 
interests or other encumbrances of any sort ("LIENS") on the assets of the 
Company relating to or attributable to Taxes.

                   (viii) The Company has no knowledge of any basis for the 
assertion of any claim relating or attributable to Taxes which, if adversely 
determined, would result in any Lien on the assets of the Company.

                   (ix)   None of the Company's assets are treated as 
"tax-exempt use property" within the meaning of Section 168(h) of the Code.

                   (x)    As of the Closing, there will not be any contract, 
agreement, plan or arrangement, including but not limited to the provisions 
of this Agreement, covering any employee or former employee of the Company 
that, individually or collectively, could give rise to the payment of any 
amount that would not be deductible pursuant to Section 280G or 162 of the 
Code.


                                       -9-




                   (xi)   The Company has not filed any consent agreement 
under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the 
Code apply to any disposition of a subsection (f) asset (as defined in 
Section 341(f)(4) of the Code) owned by the Company.

                   (xii)  The Company is not a party to a tax sharing or 
allocation agreement nor does the Company owe any amount under any such 
agreement.

                   (xiii) The Company is not, and has not been at any time, a 
"United States real property holding corporation" within the meaning of 
Section 897(c)(2) of the Code.

                   (xiv)  The Company's tax basis in its assets for purposes 
of determining its future amortization, depreciation and other federal income 
tax deductions is accurately reflected on the Company's tax books and records.

     2.9    RESTRICTIONS ON BUSINESS ACTIVITIES.  There is no agreement 
(noncompete or otherwise), commitment, judgment, injunction, order or decree 
to which the Company is a party or otherwise binding upon the Company which 
has or reasonably could be expected to have the effect of prohibiting or 
impairing the ability of Acquisition Sub to operate the Business after the 
Closing Date, any acquisition of property (tangible or intangible) by the 
Company or the conduct of the Business.  Without limiting the foregoing, the 
Company has not entered into any agreement under which the Company is 
restricted from selling, licensing or otherwise distributing any of its 
products to any class of customers, in any geographic area, during any period 
of time or in any segment of the market that would be applicable to the 
Business after the Closing Date.

     2.10   TITLE TO PROPERTIES; ABSENCE OF LIENS AND ENCUMBRANCES.

            (a)    The Company owns no real property, nor has it ever owned 
any real property.  Schedule 2.10(a) sets forth a list of all real property 
currently, or at any time in the past, leased by the Company, the name of the 
lessor, the date of the lease and each amendment thereto and, with respect to 
any current lease, the aggregate annual rental and/or other fees payable 
under any such lease and any security interest in the Company's assets 
created by such lease.  All such current leases are in full force and effect, 
are valid and effective in accordance with their respective terms, and there 
is not, under any of such leases, any existing default or event of default 
(or event which with notice or lapse of time, or both, would constitute a 
default).  All such current leases will be assigned by the Company to 
Acquisition Sub as of the Closing Date.

            (b)    The Company has good and valid title to, or, in the case 
of leased properties and assets, valid leasehold interests in, all of the 
Purchased Assets, real, personal and mixed, used or held for use in the 
Business, free and clear of any Liens (as defined in Section 2.8(b)(vii)), 
except as reflected in the Company Financial Statements or in Schedule 
2.10(b) and except for liens for taxes not yet due and payable and such 
imperfections of title and encumbrances, if any, which are not material in 
character, amount or extent, and which do not materially detract from the 
value, or materially interfere with the present use, of the property subject 
thereto or affected thereby.

     2.11   INTELLECTUAL PROPERTY.

            (a)    The Company owns, or is licensed or otherwise possesses 
legally enforceable rights to use, all patents, trademarks, trade names, 
service marks, copyrights, and any applications therefor, maskworks, net 
lists, schematics, technology, know-how, computer software programs or 
applications (in both source code 


                                       -10-




and object code form), and tangible or intangible proprietary information or 
material that are used in the Business as currently conducted and as proposed 
to be conducted by the Company (the "COMPANY INTELLECTUAL PROPERTY 
RIGHT(S)").  Schedule 2.11(a) sets forth a complete list of all patents, 
registered and material unregistered trademarks, registered copyrights, trade 
names and service marks, and any applications therefor, included in the 
Company Intellectual Property Rights, and specifies, where applicable, the 
jurisdictions in which each such Company Intellectual Property Right has been 
issued or registered or in which an application for such issuance and 
registration has been filed, including the respective registration or 
application numbers and the names of all registered owners. 

            (b)    Schedule 2.11(b) sets forth a complete list of all 
licenses, sublicenses and other agreements as to which the Company is a party 
and pursuant to which the Company or any other person is authorized to use 
any Company Intellectual Property Right (excluding object code end-user 
licenses granted to end-users in the ordinary course of business that permit 
use of software products without a right to modify, distribute or sublicense 
the same ("END-USER LICENSES")) or trade secret of the Company, and includes 
the identity of all parties thereto, a description of the nature and subject 
matter thereof, the applicable royalty or other fees and the term thereof.  
Each license, sublicense and other agreement will be transferred or assigned 
to Acquisition Sub as of and effective upon the Closing.  The execution and 
delivery of this Agreement by the Company, and the consummation of the 
transactions contemplated hereby, including, without limitation, the transfer 
or assignment of the Company Intellectual Property Rights, will neither cause 
the Company to be in violation or default under any such license, sublicense 
or agreement, nor entitle any other party to any such license, sublicense or 
agreement to terminate or modify such license, sublicense or agreement.  
Except as set forth in Schedules 2.11(a) or 2.11(b), the Company is the sole 
and exclusive owner or licensee of, with all right, title and interest in and 
to (free and clear of any liens or encumbrances), the Company Intellectual 
Property Rights, and has sole and exclusive rights (and is not contractually 
obligated to pay any compensation to any third party in respect thereof) to 
the use thereof or the material covered thereby in connection with the 
services or products in respect of which the Company Intellectual Property 
Rights are being used.  

            (c)    No claims with respect to the Company Intellectual 
Property Rights have been asserted or are, to the Company's knowledge, 
threatened by any person, nor are there any valid grounds for any claims, (i) 
to the effect that the manufacture, sale, licensing or use of any of the 
products of the Company infringes on any copyright, patent, trade mark, 
service mark, trade secret or other proprietary right, (ii) against the use 
by the Company of any trademarks, service marks, trade names, trade secrets, 
copyrights, maskworks, patents, technology, know-how or computer software 
programs and applications used in the Business as currently conducted or as 
proposed to be conducted by the Company, or (iii) challenging the ownership 
by the Company, validity or effectiveness of any of the Company Intellectual 
Property Rights.  All registered trademarks, service marks and copyrights 
held by the Company are valid and subsisting.  The Company has not infringed, 
and the Business as currently conducted or as proposed to be conducted does 
not infringe, any copyright, patent, trademark, service mark, trade secret or 
other  proprietary right of any third party. There is no material 
unauthorized use, infringement or misappropriation of any of the Company 
Intellectual Property Rights by any third party, including any employee or 
former employee of the Company.  No Company Intellectual Property Right or 
product of the Company or any of its subsidiaries is subject to any 
outstanding decree, order, judgment, or stipulation restricting in any manner 
the licensing thereof by the Company.  Each current and former employee, 
consultant or contractor of the Company has executed a proprietary 
information and confidentiality agreement substantially in the Company's 
standard forms. All software included in the Company Intellectual Property 
Rights is original with the Company and has been either created by employees 
of the Company on a work-for-hire basis or by consultants or contractors who 
have created such software themselves and have assigned all rights they may 
have had in such software to the Company.


                                       -11-




     2.12   AGREEMENTS, CONTRACTS AND COMMITMENTS.  Except as set forth on 
Schedule 2.12(a), the Company does not have, is not a party to nor is it 
bound by, and neither Healtheon nor the Acquisition Sub will be bound, by 
virtue of the transactions contemplated hereby, by:

                   (i)    any collective bargaining agreements,

                   (ii)   any agreements or arrangements that contain any 
severance pay or post-employment liabilities or obligations,

                   (iii)  any bonus, deferred compensation, pension, profit 
sharing or retirement plans, or any other employee benefit plans or 
arrangements,

                   (iv)   any employment or consulting agreement, contract or 
commitment with an employee or individual consultant or salesperson or any 
consulting or sales agreement, contract or commitment under which any firm or 
other organization provides services to the Company,

                   (v)    any operating agreement or other agreement relating 
to the operations of any business organization, including the Company,

                   (vi)   any agreement or plan, including, without 
limitation, any stock option plan, stock appreciation rights plan or stock 
purchase plan, any of the benefits of which will be increased, or the vesting 
of benefits of which will be accelerated, by the occurrence of any of the 
transactions contemplated by this Agreement or the value of any of the 
benefits of which will be calculated on the basis of any of the transactions 
contemplated by this Agreement,

                   (vii)  any fidelity or surety bond or completion bond,

                   (viii) any lease of personal property having a value 
individually in excess of $15,000,

                   (ix)   any agreement of indemnification or guaranty,

                   (x)    any agreement, contract or commitment containing 
any covenant limiting the freedom of the Company to engage in any line of 
business or to compete with any person,

                   (xi)   any agreement, contract or commitment relating to 
capital expenditures and involving future payments in excess of $15,000,

                   (xii)  any agreement, contract or commitment relating to 
the disposition or acquisition of assets or any interest in any business 
enterprise outside the ordinary course of the Company's business,

                   (xiii) any mortgages, indentures, loans or credit 
agreements, security agreements or other agreements or instruments relating 
to the borrowing of money or extension of credit, including guaranties 
referred to in clause (viii) hereof,

                   (xiv)  any purchase order or contract for the purchase of 
raw materials involving $15,000 or more,


                                       -12-




                   (xv)   any construction contracts,

                   (xvi)  any distribution, joint marketing or development 
agreement, 

                   (xvii) any agreement pursuant to which the Company has 
granted or may grant in the future, to any party, a source-code license or 
option or other right to use or acquire source-code, or 

                   (xviii)       any other agreement, contract or commitment 
that involves $15,000 or more or is not cancelable without penalty within 
thirty (30) days.

Except for such alleged breaches, violations and defaults, and events that 
would constitute a breach, violation or default with the lapse of time, 
giving of notice, or both, as are all noted in Schedule 2.12(b), the Company 
has not breached, violated or defaulted under, or received notice that it has 
breached, violated or defaulted under, any of the terms or conditions of any 
agreement, contract or commitment required to be set forth on Schedule 
2.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a 
"COMPANY CONTRACT"). Each Company Contract is in full force and effect and, 
except as otherwise disclosed in Schedule 2.12(b), is not subject to any 
default thereunder of which the Company has knowledge by any party obligated 
to the Company pursuant thereto.

     2.13   INTERESTED PARTY TRANSACTIONS.  Except as set forth on Schedule 
2.13, no officer, director or Member of the Company (nor any ancestor, 
sibling, descendant or spouse of any of such persons, or any trust, 
partnership or corporation in which any of such persons has or has had an 
interest), has or has had, directly or indirectly, (i) an economic interest 
in any entity which furnished or sold, or furnishes or sells, services or 
products that the Company furnishes or sells, or proposes to furnish or sell, 
(ii) an economic interest in any entity that purchases from or sells or 
furnishes to, the Company, any goods or services or (iii) a beneficial 
interest in any contract or agreement set forth in Schedule 2.12(a) or 
Schedule 2.11(b); provided, that ownership of no more than one percent (1%) 
of the outstanding voting stock of a publicly traded corporation shall not be 
deemed an "economic interest in any entity" for purposes of this Section 
2.13.  Except as disclosed on Schedule 2.13, all interested party 
transactions were made on terms no more favorable to such interested party 
than could have been obtained on an arms'-length basis.

     2.14   COMPLIANCE WITH LAWS.  To the Company's knowledge, it has 
complied in all material respects with, is not in material violation of, and 
has not received any notices of violation with respect to, any foreign, 
federal, state or local statute, law or regulation.

     2.15   LITIGATION.  Except as set forth in Schedule 2.15, there is no 
action, suit or proceeding of any nature pending or to the Company's 
knowledge threatened against the Company, its properties or any of its 
officers or directors, in their respective capacities as such.  Except as set 
forth in Schedule 2.15, to the Company's knowledge, there is no investigation 
pending or threatened against the Company, its properties or any of its 
officers or directors (in their respective capacities as such) by or before 
any governmental entity.  Schedule 2.15 sets forth, with respect to any 
pending or threatened action, suit, proceeding or investigation, the forum, 
the parties thereto, the subject matter thereof and the amount of damages 
claimed or other remedy requested.  No Governmental Entity has at any time 
challenged or questioned the legal right of the Company to manufacture, offer 
or sell any of its products in the present manner or style thereof.


                                       -13-




     2.16   INSURANCE.  Set forth on Schedule 2.16 is a list of all of the 
Company's insurance policies and fidelity bonds.  With respect to the 
insurance policies and fidelity bonds covering the assets, business, 
equipment, properties, operations, employees, officers and directors of the 
Company, there is no claim by the Company pending under any of such policies 
or bonds as to which coverage has been questioned, denied or disputed by the 
underwriters of such policies or bonds.  All premiums due and payable under 
all such policies and bonds have been paid and the Company is otherwise in 
material compliance with the terms of such policies and bonds (or other 
policies and bonds providing substantially similar insurance coverage).  The 
Company has no knowledge of any threatened termination of, or material 
premium increase with respect to, any of such policies.

     2.17   MINUTE BOOKS.  The minute books of the Company made available to 
counsel for Healtheon are the only minute books of the Company and contain a 
reasonably accurate summary of all meetings of directors (or committees 
thereof) and Members or actions by written consent since the time of 
organization of the Company.

     2.18   ENVIRONMENTAL MATTERS.

            (a)    HAZARDOUS MATERIAL.  The Company has not operated any 
underground storage tanks, and has no knowledge of the existence, at any 
time, of any underground storage tank (or related piping or pumps), at any 
property that the Company has at any time owned, operated, occupied or 
leased.  The Company has not released any amount of any substance that has 
been designated by any Governmental Entity or by applicable federal, state or 
local law to be radioactive, toxic, hazardous or otherwise a danger to health 
or the environment, including, without limitation, PCBs, asbestos, oil and 
petroleum products, urea-formaldehyde and all substances listed as a 
"hazardous substance," "hazardous waste," "hazardous material" or "toxic 
substance" or words of similar import, under any law, including but not 
limited to, the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, as amended; the Resource Conservation and Recovery Act 
of 1976, as amended; the Federal Water Pollution Control Act, as amended; the 
Clean Air Act, as amended, and the regulations promulgated pursuant to said 
laws, (a "HAZARDOUS MATERIAL"). No Hazardous Materials are present as a 
result of the actions or omissions of the Company, or, to the Company's 
knowledge, as a result of any actions of any third party or otherwise, in, on 
or under any property, including the land and the improvements, ground water 
and surface water thereof, that the Company has at any time owned, operated, 
occupied or leased.

            (b)    HAZARDOUS MATERIALS ACTIVITIES.  The Company has not 
transported, stored, used, manufactured, disposed of, released or exposed its 
employees or others to Hazardous Materials in violation of any law in effect 
on or before the Closing Date, nor has the Company disposed of, transported, 
sold, or manufactured any product containing a Hazardous Material (any or all 
of the foregoing being collectively referred to as "HAZARDOUS MATERIALS 
ACTIVITIES") in violation of any rule, regulation, treaty or statute 
promulgated by any Governmental Entity in effect prior to or as of the date 
hereof to prohibit, regulate or control Hazardous Materials or any Hazardous 
Material Activity.

            (c)    PERMITS.  The Company currently holds all environmental 
approvals, permits, licenses, clearances and consents (the "ENVIRONMENTAL 
PERMITS") necessary for the conduct of the Company's Hazardous Material 
Activities and other businesses of the Company as such activities and 
businesses are currently being conducted.

            (d)    ENVIRONMENTAL LIABILITIES.  No action, proceeding, 
revocation proceeding, amendment, procedure, writ, injunction or claim is 
pending, or to the Company's knowledge, threatened concerning any 
Environmental Permit, Hazardous Material or any Hazardous Materials Activity 
of the Company.  The Company 


                                       -14-




is not aware of any fact or circumstance which could involve the Company in 
any environmental litigation or impose upon the Company any environmental 
liability.

     2.19   BROKERS' AND FINDERS' FEES; THIRD PARTY EXPENSES.  Except as set 
forth on Schedule 2.19, the Company has not incurred, nor will it incur, 
directly or indirectly, any liability for brokerage or finders' fees, 
investment banking fees, consulting fees or agents' commissions or any 
similar charges in connection with this Agreement or any transaction 
contemplated hereby. Schedule 2.19 sets forth the principal terms and 
conditions of any agreement, written or oral, with respect to such fees.  
Schedule 2.19 also sets forth the Company's current reasonable estimate of 
all Company Third Party Expenses (as defined in Section 5.4) expected to be 
incurred by the Company in connection with the negotiation and effectuation 
of the terms and conditions of this Agreement and the transactions 
contemplated hereby.

     2.20   EMPLOYEE MATTERS AND BENEFIT PLANS.

            (a)    DEFINITIONS.  With the exception of the definition of 
"Affiliate" set forth in Section 2.20(a)(i) below (which definition shall 
apply only to this Section 2.20), for purposes of this section, the following 
terms shall have the meanings set forth below:

                   (i)    "COMPANY AFFILIATE" shall mean any other person or 
entity under common control with the Company within the meaning of Section 
414(b), (c), (m) or (o) of the Code and the regulations thereunder;

                   (ii)   "ERISA" shall mean the Employee Retirement Income 
Security Act of 1974, as amended;

                   (iii)  "COMPANY EMPLOYEE PLAN" shall refer to any plan, 
program, policy, practice, contract, agreement or other arrangement providing 
for compensation, severance, termination pay, performance awards, unit or 
unit related awards, fringe benefits or other employee benefits or 
remuneration of any kind, whether formal or informal, funded or unfunded and 
whether or not legally binding, including without limitation, each "employee 
benefit plan", within the meaning of Section 3(3) of ERISA which is or has 
been maintained, contributed to, or required to be contributed to, by the 
Company or any Company Affiliate for the benefit of any "Company Employee" 
(as defined below), and pursuant to which the Company or any Company 
Affiliate has or may have any material liability contingent or otherwise;

                   (iv)   "COMPANY EMPLOYEE" shall mean any current, former, 
or retired employee, officer, or director of the Company or any Company 
Affiliate;

                   (v)    "COMPANY EMPLOYEE AGREEMENT" shall refer to each 
management, employment, severance, consulting, relocation, repatriation, 
expatriation, visas, work permit or similar agreement or contract between the 
Company or any Affiliate and any Employee or consultant;

                   (vi)   "IRS" shall mean the Internal Revenue Service;

                   (vii)  "MULTIEMPLOYER PLAN" shall mean any "Pension Plan" 
(as defined below) which is a "multiemployer plan", as defined in Section 
3(37) of ERISA; and


                                       -15-




                   (viii) "COMPANY PENSION PLAN" shall refer to each Company 
Employee Plan which is an "employee pension benefit plan", within the meaning 
of Section 3(2) of ERISA.

            (b)    SCHEDULE.  Schedule 2.20(b) contains an accurate and 
complete list of each Company Employee Plan and each Company Employee 
Agreement, together with a schedule of all liabilities, whether or not 
accrued, under each such Company Employee Plan or Company Employee Agreement. 
 The Company does not have any plan or commitment, whether legally binding or 
not, to establish any new Company Employee Plan or Company Employee 
Agreement, to modify any Company Employee Plan or Company Employee Agreement 
(except to the extent required by law or to conform any such Company Employee 
Plan or Company Employee Agreement to the requirements of any applicable law, 
or as required by this Agreement), or to enter into any Company Employee Plan 
or Company Employee Agreement, nor does it have any intention or commitment 
to do any of the foregoing. 

            (c)    DOCUMENTS.  The Company has made available to Healtheon 
(i) correct and complete copies of all documents embodying or relating to 
each Company Employee Plan and each Company Employee Agreement including all 
amendments thereto and written interpretations thereof; (ii) the most recent 
annual actuarial valuations, if any, prepared for each Company Employee Plan; 
(iii) the most recent annual report (Series 5500 and all schedules thereto), 
if any, required under ERISA or the Code in connection with each Company 
Employee Plan or related trust; (iv) if the Company Employee Plan is funded, 
the most recent annual and periodic accounting of Company Employee Plan 
assets; (v) the most recent summary plan description together with the most 
recent summary of material modifications, if any, required under ERISA with 
respect to each Company Employee Plan; (vi) all IRS determination letters and 
rulings relating to Company Employee Plans and copies of all applications and 
correspondence to or from the IRS or the Department of Labor ("DOL") with 
respect to any Company Employee Plan; (vii) all communications material to 
any Company Employee or Company Employees relating to any Company Employee 
Plan and any proposed Company Employee Plans, in each case, relating to any 
amendments, terminations, establishments, increases or decreases in benefits, 
acceleration of payments or vesting schedules or other events which would 
result in any material liability to the Company; and (viii) all registration 
statements and prospectuses prepared in connection with each Company Employee 
Plan.

            (d)    EMPLOYEE PLAN COMPLIANCE.  Except as set forth on Schedule 
2.20(d), (i) the Company has performed in all material respects all 
obligations required to be performed by it under each Company Employee Plan, 
and each Company Employee Plan has been established and maintained in all 
material respects in accordance with its terms and in compliance with all 
applicable laws, statutes, orders, rules and regulations, including but not 
limited to ERISA or the Code; (ii) no "prohibited transaction", within the 
meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred 
with respect to any Company Employee Plan; (iii) there are no actions, suits 
or claims pending, or, to the knowledge of the Company, threatened or 
anticipated (other than routine claims for benefits) against any Company 
Employee Plan or against the assets of any Company Employee Plan; and (iv) 
each Company Employee Plan can be amended, terminated or otherwise 
discontinued after the Closing in accordance with its terms, without 
liability to the Company, Healtheon or any of its Affiliates (other than 
ordinary administration expenses typically incurred in a termination event); 
(v) there are no inquiries or proceedings pending or, to the knowledge of the 
Company or any affiliates, threatened by the IRS or DOL with respect to any 
Company Employee Plan; and (vi) neither the Company nor any Affiliate is 
subject to any penalty or tax with respect to any Company Employee Plan under 
Section 402(i) of ERISA or Section 4975 through 4980 of the Code.


                                       -16-




            (e)    PENSION PLANS.  The Company does not now, nor has it ever, 
maintained, established, sponsored, participated in, or contributed to, any 
Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, 
Title IV of ERISA or Section 412 of the Code.

            (f)    MULTIEMPLOYER PLANS.  At no time has the Company 
contributed to or been requested to contribute to any Multiemployer Plan.

            (g)    NO POST-EMPLOYMENT OBLIGATIONS.  Except as set forth in 
Schedule 2.20(g), no Company Employee Plan provides, or has any liability to 
provide, life insurance, medical or other employee benefits to any Company 
Employee upon his or her retirement or termination of employment for any 
reason, except as may be required by statute, and the Company has never 
represented, promised or contracted (whether in oral or written form) to any 
Company Employee (either individually or to Company Employees as a group) 
that such Company Employee(s) would be provided with life insurance, medical 
or other employee welfare benefits upon their retirement or termination of 
employment, except to the extent required by statute.

            (h)    EFFECT OF TRANSACTION.

                   (i)    Except as set forth on Schedule 2.20(h)(i), the 
execution of this Agreement and the consummation of the transactions 
contemplated hereby will not (either alone or upon the occurrence of any 
additional or subsequent events) constitute an event under any Company 
Employee Plan, Company Employee Agreement, trust or loan that will or may 
result in any payment (whether of severance pay or otherwise), acceleration, 
forgiveness of indebtedness, vesting, distribution, increase in benefits or 
obligation to fund benefits with respect to any Company Employee.

                   (ii)   Except as set forth on Schedule 2.20(h)(ii), no 
payment or benefit which will or may be made by the Company or Healtheon or 
any of their respective affiliates with respect to any Employee will be 
characterized as an "excess parachute payment" within the meaning of Section 
280G(b)(1) of the Code.

            (i)    EMPLOYMENT MATTERS.  The Company (i) to its knowledge, is 
in compliance in all material respects with all applicable foreign, federal, 
state and local laws, rules and regulations respecting employment, employment 
practices, terms and conditions of employment and wages and hours, in each 
case, with respect to Company Employees; (ii) has withheld all amounts 
required by law or by agreement to be withheld from the wages, salaries and 
other payments to Company Employees; (iii) is not liable for any arrears of 
wages or any taxes or any penalty for failure to comply with any of the 
foregoing; and (iv) is not liable for any payment to any trust or other fund 
or to any governmental or administrative authority, with respect to 
unemployment compensation benefits, social security or other benefits or 
obligations for Company Employees (other than routine payments to be made in 
the normal course of business and consistent with past practice).

            (j)    LABOR.  No work stoppage or labor strike against the 
Company is pending or, to the best knowledge of the Company, threatened.  
Except as set forth in Schedule 2.20(j), the Company is not involved in or, 
to the knowledge of the Company, threatened with, any labor dispute, 
grievance, or litigation relating to labor, safety or discrimination matters 
involving any Company Employee, including, without limitation, charges of 
unfair labor practices or discrimination complaints, which, if adversely 
determined, would, individually or in the aggregate, result in liability to 
the Company.  Neither the Company nor any of its subsidiaries has engaged in 
any unfair labor practices within the meaning of the National Labor Relations 
Act which would, individually or in the aggregate, directly or indirectly 
result in a liability to the Company.  Except as set forth in Schedule 
2.20(j), the Company is not presently, nor has it been in the past, a party 
to, or bound by, any collective 


                                      -17-




bargaining agreement or union contract with respect to Company Employees and 
no collective bargaining agreement is being negotiated by the Company.

     2.21   REPRESENTATIONS COMPLETE.  None of the representations or 
warranties made by the Company (as modified by the Company Schedules), nor 
any statement made in any schedule or certificate furnished by the Company 
pursuant to this Agreement, or furnished in or in connection with documents 
mailed or delivered to the shareholders of the Company in connection with 
soliciting their consent to this Agreement and the Asset Purchase, contains 
or will contain at the Closing, any untrue statement of a material fact, or 
omits or will omit at the Closing to state any material fact necessary in 
order to make the statements contained herein or therein, in the light of the 
circumstances under which made, not misleading.

                                     ARTICLE III

           REPRESENTATIONS AND WARRANTIES OF HEALTHEON AND ACQUISITION SUB

     Healtheon and Acquisition Sub hereby represent and warrant to the 
Company, subject to such exceptions as are specifically disclosed in the 
disclosure letter (referencing the appropriate section number or subsection, 
as the case may be) supplied by the Healtheon and Acquisition Sub to the 
Company (the "HEALTHEON AND ACQUISITION SUB SCHEDULES") and dated as of the 
date hereof, as follows:

     3.1    ORGANIZATION OF HEALTHEON AND ACQUISITION SUB.  Healtheon is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware.  Acquisition Sub is a corporation duly 
organized and in good standing under the laws of the State of Delaware.  
Healtheon has the corporate power to own its properties and to carry on their 
business as now being conducted.  Healtheon is duly qualified to do business 
and in good standing as a foreign corporation in each jurisdiction in which 
the failure to be so qualified would have a material adverse effect on the 
business, assets (including intangible assets), financial condition or 
results of operations of Healtheon (hereinafter referred to as a "HEALTHEON 
MATERIAL ADVERSE EFFECT"). Healtheon has delivered a true and correct copy of 
its Certificate of Incorporation and Bylaws, each as amended to date, to the 
Company.  Acquisition Sub has delivered a true and correct copy of its 
Certificate of Incorporation and Bylaws, each as amended to date, to the 
Company.  

     3.2    HEALTHEON AND ACQUISITION SUB CAPITAL STRUCTURE.

            (a)    The authorized capital stock of Healtheon consists of 
75,000,000 shares of authorized Common Stock, of which 49,774,826 shares are 
issued and outstanding.  The shares of the capital stock of Healtheon are 
held of record by the persons, with the addresses of record and in the 
amounts set forth on Schedule 3.2(a).  All outstanding shares of Healtheon 
capital stock are duly authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights created by statute, the 
Certificate of Incorporation or Bylaws of Healtheon or any agreement to which 
Healtheon is a party or by which it is bound.

            (b)    The authorized capital stock of Acquisition Sub consists 
of 1,000 shares of authorized Common Stock, all of which are issued and 
outstanding and held of record by Healtheon.  All outstanding shares of the 
capital stock of Acquisition Sub are duly authorized, validly issued, fully 
paid and non-assessable and not subject to preemptive rights created by 
statute, the Certificate of Incorporation or Bylaws of Acquisition Sub or any 
agreement to which the Acquisition Sub is a party or by which it is bound.


                                      -18-




            (c)    Healtheon has reserved 10,000,000 shares of Common Stock 
for issuance to employees and consultants pursuant to Healtheon's 1996 Stock 
Plan ("HEALTHEON STOCK PLAN"), of which 6,464,426 shares are subject to 
outstanding, unexercised options ("HEALTHEON OPTIONS") and 52,023 shares 
remain available for future grant.   Schedule 3.2(b) sets forth for each 
outstanding Healtheon Option the name of the holder of such option, the 
domicile address of such holder, the number of shares of Common Stock subject 
to such option, the exercise price of such option and the vesting schedule 
for such option, including the extent vested to date and whether the 
exercisability of such option will be accelerated and become exercisable by 
reason of the transactions contemplated by this Agreement.  Except as set 
forth in Schedule 3.2(b), there are no options, warrants, calls, rights, 
commitments or agreements of any character, written or oral, to which 
Healtheon is a party or by which it is bound obligating Healtheon to issue, 
deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, 
repurchased or redeemed, any shares of the capital stock of Healtheon or 
obligating Healtheon to grant, extend, accelerate the vesting of, change the 
price of, otherwise amend or enter into any such option, warrant, call, 
right, commitment or agreement. 

     3.3    SUBSIDIARIES.  Other than Acquisition Sub, Healtheon does not 
have any subsidiaries or affiliated companies and does not otherwise own and 
has never otherwise owned any shares of capital stock or any interest in, or 
control, directly or indirectly, any other corporation, partnership,  limited 
liability company, association, joint venture or other business entity.
     
     3.4    AUTHORITY.  Each of Healtheon and Acquisition Sub has all 
requisite corporate power and authority to enter into this Agreement and to 
consummate the transactions contemplated hereby.  The execution and delivery 
of this Agreement and the consummation of the transactions contemplated 
hereby have been duly authorized by all necessary corporate action on the 
part of the Company and Acquisition Sub.  Each of Healtheon's Board of 
Directors and Acquisition Sub's Board of Directors have unanimously approved 
the Asset Purchase and this Agreement.  This Agreement has been duly executed 
and delivered by Healtheon and Acquisition Sub and constitutes the valid and 
binding obligation of Healtheon and Acquisition Sub, enforceable in 
accordance with its terms.  Except as set forth on Schedule 3.4, the 
execution and delivery of this Agreement by Healtheon and Acquisition Sub 
does not, and, as of the Closing, the consummation of the transactions 
contemplated hereby will not, conflict with, or result in any violation of, 
or default under (with or without notice or lapse of time, or both), or give 
rise to a right of termination, cancellation or acceleration of any 
obligation or loss of any benefit under (any such event, a "HEALTHEON 
CONFLICT") (i) any provision of the Certificate of Incorporation or Bylaws of 
Healtheon, (ii) any provision of the Certificate of Incorporation or Bylaws 
of Acquisition Sub, or (iii) any mortgage, indenture, lease, contract, or 
other agreement or instrument, permit, concession, franchise, license, 
judgment, order, decree, statute, law, ordinance, rule or regulation 
applicable to Healtheon or its properties or assets.  No consent, waiver, 
approval, order or authorization of, or registration, declaration or filing 
with, any Governmental Entity or any third party (so as not to trigger any 
Healtheon Conflict) is required by or with respect to Healtheon or 
Acquisition Sub in connection with the execution and delivery of this 
Agreement or the consummation of the transactions contemplated hereby, except 
for (i) such consents, waivers, approvals, orders, authorizations, 
registrations, declarations and filings as may be required under applicable 
federal and state securities laws and (ii) such other consents, waivers, 
authorizations, filings, approvals and registrations which are set forth on 
Schedule 3.4.

     3.5    FINANCIAL STATEMENTS.  Section 3.5 sets forth the Healtheon's 
audited balance sheets as of December 31, 1996 and draft balance sheets as of 
December 31, 1997 and the related audited and draft statement of income and 
cash flow for the twelve-month periods ended December 31, 1996 and December 
31, 1997 (the "HEALTHEON AUDITED FINANCIALS") and Healtheon's unaudited 
balance sheet of May 31, 1998 and the related unaudited statements of income 
and cash flow for the five months then ended (the "HEALTHEON UNAUDITED 


                                      -19-




FINANCIALS") (collectively, such financial statements are sometimes referred 
to herein as "HEALTHEON FINANCIAL STATEMENTS").  The Healtheon Audited 
Financials and the Healtheon Unaudited Financials are correct in all material 
respects and have been prepared in accordance with GAAP applied on a basis 
consistent throughout the periods indicated and consistent with each other 
(except that the Healtheon Unaudited Financials do not contain all the notes 
that may be required by GAAP).  The Healtheon Audited Financials and 
Healtheon Unaudited Financials present fairly the financial condition, 
operating results and cash flows of Healtheon as of the dates and during the 
periods indicated therein, subject in the case of the Healtheon Unaudited 
Financials, to normal year-end adjustments, which will not be material in 
amount or significance.  Healtheon's unaudited balance sheet dated as of May 
31, 1998 shall be referred to as the "HEALTHEON CURRENT BALANCE SHEET".

     3.6    NO UNDISCLOSED LIABILITIES.  Except as set forth in Schedule 3.6, 
Healtheon does not have any liability, indebtedness, obligation, expense, 
claim, deficiency, guaranty or endorsement of any type, whether accrued, 
absolute, contingent, matured, unmatured or other (whether or not required to 
be reflected in financial statements in accordance with generally accepted 
accounting principles), which individually or in the aggregate, (i) has not 
been reflected in the Healtheon Current Balance Sheet, or (ii) has not arisen 
in the ordinary course of Healtheon's business since the date of the 
Healtheon Current Balance Sheet, consistent with past practices.

     3.7    NO CHANGES.  Except as set forth in Schedule 3.7 or in the 
ordinary course of its business, since the date of the Healtheon Current 
Balance Sheet, there has not been, occurred or arisen any:

            (a)    transaction by Healtheon except in the ordinary course of 
business as conducted as of the date of the Healtheon Current Balance Sheet 
and consistent with past practices;

            (b)    amendments or changes to the Certificate of Incorporation 
or Bylaws of Healtheon;

            (c)    capital expenditure or commitment by Healtheon, either 
individually or in the aggregate, exceeding $25,000;

            (d)    destruction of, damage to or loss of any material assets, 
business or customer of Healtheon (whether or not covered by insurance);

            (e)    labor trouble or claim of wrongful discharge or other 
unlawful labor practice or action;

            (f)    change in accounting methods or practices (including any 
change in depreciation or amortization policies or rates) by Healtheon;

            (g)    revaluation by Healtheon of any of its assets;

            (h)    declaration, setting aside or payment of a dividend or 
other distribution with respect to the capital stock of Healtheon, or any 
direct or indirect redemption, purchase or other acquisition by Healtheon of 
any of its capital stock;

            (i)    increase in the salary or other compensation payable or to 
become payable to any of Healtheon's officers, directors, employees or 
advisors, or the declaration, payment or commitment or obligation of any kind 
for the payment of a bonus or other additional salary or compensation to any 
such person except as otherwise contemplated by this Agreement;


                                      -20-




            (j)    sale, lease, license or other disposition of any of the 
assets or properties of Healtheon, except in the ordinary course of business 
as conducted on that date and consistent with past practices;

            (k)    amendment or termination of any material contract, 
agreement or license to which Healtheon is a party or by which it is bound;

            (l)    loan by Healtheon to any person or entity, incurring by 
Healtheon of any indebtedness, guaranteeing by Healtheon of any indebtedness, 
issuance or sale of any debt securities of Healtheon or guaranteeing of any 
debt securities of others, except for advances to employees for travel and 
business expenses in the ordinary course of business, consistent with past 
practices;

            (m)    waiver or release of any right or claim of Healtheon, 
including any write-off or other compromise of any account receivable of 
Healtheon;

            (n)    commencement or notice or threat of commencement of any 
lawsuit or proceeding against or investigation of Healtheon or its affairs;

            (o)    notice of any claim of ownership by a third party of 
Healtheon's Intellectual Property (as defined in Section 3.11 below) or of 
infringement by Healtheon's of any third party's Intellectual Property rights;

            (p)    issuance or sale by Healtheon of any of its shares of 
capital stock, or securities exchangeable, convertible or exercisable 
therefor, or of any other of its securities;

            (q)    change in pricing or royalties set or charged by Healtheon 
to its customers or licensees or in pricing or royalties set or charged by 
persons who have licensed Intellectual Property to Healtheon;

            (r)    event or condition of any character that has or could be 
reasonably expected to have a Healtheon Material Adverse Effect on Healtheon; 
or

            (s)    negotiation or agreement by Healtheon or any officer or 
employees thereof to do any of the things described in the preceding clauses 
(a) through (r) (other than negotiations with the Company and its 
representatives regarding the transactions contemplated by this Agreement).

     3.8    TAX AND OTHER RETURNS AND REPORTS.

            (a)    TAX RETURNS AND AUDITS.  Except as set forth in Schedule 
3.8:

                   (i)    Healtheon as of the Closing will have prepared and 
filed all required Returns relating to any and all Taxes concerning or 
attributable to Healtheon or its operations and such Returns are true and 
correct and have been completed in accordance with applicable law.

                   (ii)   Healtheon as of the Closing:  (A) will have paid or 
accrued all Taxes it is required to pay or accrue and (B) will have withheld 
with respect to its employees all federal and state income taxes, FICA, FUTA 
and other Taxes required to be withheld.


                                      -21-




                   (iii)  Healtheon has not been delinquent in the payment of 
any Tax nor is there any Tax deficiency outstanding, proposed or assessed 
against Healtheon, nor has Healtheon executed any waiver of any statute of 
limitations on or extending the period for the assessment or collection of 
any Tax.

                   (iv)   No audit or other examination of any Return of 
Healtheon is currently in progress, nor has Healtheon been notified of any 
request for such an audit or other examination.

                   (v)    Healtheon does not have any liabilities for unpaid 
federal, state, local and foreign Taxes which have not been accrued or 
reserved against on the Healtheon Current Balance Sheet, whether asserted or 
unasserted, contingent or otherwise, and Healtheon has no knowledge of any 
basis for the assertion of any such liability attributable to the Company, 
its assets or operations.

                   (vi)   Healtheon has provided to the Company copies of all 
federal and state income and all state sales and use Tax Returns for all 
periods since the date of Healtheon's incorporation.

                   (vii)  There are (and as of immediately following the 
Effective Date there will be) no Liens on the assets of Healtheon relating to 
or attributable to Taxes.

                   (viii) Healtheon has no knowledge of any basis for the 
assertion of any claim relating or attributable to Taxes which, if adversely 
determined, would result in any Lien on the assets of Healtheon.

                   (ix)   None of Healtheon's assets are treated as 
"tax-exempt use property" within the meaning of Section 168(h) of the Code.

                   (x)    As of the Closing, there will not be any contract, 
agreement, plan or arrangement, including but not limited to the provisions 
of this Agreement, covering any employee or former employee of Healtheon 
that, individually or collectively, could give rise to the payment of any 
amount that would not be deductible pursuant to Section 280G or 162 of the 
Code.

                   (xi)   Healtheon has not filed any consent agreement under 
Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code 
apply to any disposition of a subsection (f) asset (as defined in Section 
341(f)(4) of the Code) owned by Healtheon.

                   (xii)  Healtheon is not a party to a tax sharing or 
allocation agreement nor does Healtheon owe any amount under any such 
agreement.

                   (xiii) Healtheon is not, and has not been at any time, a 
"United States real property holding corporation" within the meaning of 
Section 897(c)(2) of the Code.

                   (xiv)  Healtheon's tax basis in its assets for purposes of 
determining its future amortization, depreciation and other federal income 
tax deductions is accurately reflected on the Healtheon's tax books and 
records.

     3.9    RESTRICTIONS ON BUSINESS ACTIVITIES.  There is no agreement 
(noncompete or otherwise), commitment, judgment, injunction, order or decree 
to which Healtheon is a party or otherwise binding upon Healtheon which has 
or reasonably could be expected to have the effect of prohibiting or 
impairing any business practice of Healtheon, any acquisition of property 
(tangible or intangible) by Healtheon or the conduct of business 


                                      -22-




by Healtheon.  Without limiting the foregoing, Healtheon has not entered into 
any agreement under which Healtheon is restricted from selling, licensing or 
otherwise distributing any of its products to any class of customers, in any 
geographic area, during any period of time or in any segment of the market.

     3.10   TITLE TO PROPERTIES; ABSENCE OF LIENS AND ENCUMBRANCES.

            (a)    Healtheon owns no real property, nor has it ever owned any 
real property.  Schedule 3.10(a) sets forth a list of all real property 
currently, or at any time in the past, leased by Healtheon, the name of the 
lessor, the date of the lease and each amendment thereto and, with respect to 
any current lease, the aggregate annual rental and/or other fees payable 
under any such lease and any security interest in Healtheon's assets created 
by such lease.  All such current leases are in full force and effect, are 
valid and effective in accordance with their respective terms, and there is 
not, under any of such leases, any existing default or event of default (or 
event which with notice or lapse of time, or both, would constitute a 
default).

            (b)    Healtheon has good and valid title to, or, in the case of 
leased properties and assets, valid leasehold interests in, all of its 
tangible properties and assets, real, personal and mixed, used or held for 
use in its business, free and clear of any Liens, except as reflected in the 
Healtheon Financial Statements or in Schedule 3.10(b) and except for liens 
for taxes not yet due and payable and such imperfections of title and 
encumbrances, if any, which are not material in character, amount or extent, 
and which do not materially detract from the value, or materially interfere 
with the present use, of the property subject thereto or affected thereby.

     3.11   INTELLECTUAL PROPERTY.

            (a)    Healtheon owns, or is licensed or otherwise possesses 
legally enforceable rights to use, all patents, trademarks, trade names, 
service marks, copyrights, and any applications therefor, maskworks, net 
lists, schematics, technology, know-how, computer software programs or 
applications (in both source code and object code form), and tangible or 
intangible proprietary information or material that are used in the business 
of Healtheon as currently conducted or as proposed to be conducted by 
Healtheon (the "HEALTHEON INTELLECTUAL PROPERTY RIGHTS").  Schedule 3.11(a) 
sets forth a complete list of all patents, registered and material 
unregistered trademarks, registered copyrights, trade names and service 
marks, and any applications therefor, included in the Healtheon Intellectual 
Property Rights, and specifies, where applicable, the jurisdictions in which 
each such Healtheon Intellectual Property Right has been issued or registered 
or in which an application for such issuance and registration has been filed, 
including the respective registration or application numbers and the names of 
all registered owners. 

            (b)     Schedule 3.11(b) sets forth a complete list of all 
licenses, sublicenses and other agreements as to which Healtheon is a party 
and pursuant to which Healtheon or any other person is authorized to use any 
Healtheon Intellectual Property Right (excluding End-User Licenses) or trade 
secret of Healtheon, and includes the identity of all parties thereto, a 
description of the nature and subject matter thereof, the applicable royalty 
or other fees and the term thereof.  The execution and delivery of this 
Agreement by Healtheon, and the consummation of the transactions contemplated 
hereby, will neither cause Healtheon to be in violation or default under any 
such license, sublicense or agreement, nor entitle any other party to any 
such license, sublicense or agreement to terminate or modify such license, 
sublicense or agreement.  Except as set forth in Schedules 3.11(a) or 
3.11(b), Healtheon is the sole and exclusive owner or licensee of, with all 
right, title and interest in and to (free and clear of any liens or 
encumbrances), the Healtheon Intellectual Property Rights, and has sole and 
exclusive rights (and is not contractually obligated to pay any compensation 
to any third party in respect thereof) to the use 


                                      -23-




thereof or the material covered thereby in connection with the services or 
products in respect of which the Healtheon Intellectual Property Rights are 
being used.  

            (c)    No claims with respect to the Healtheon Intellectual 
Property Rights have been asserted or are, to Healtheon's knowledge, 
threatened by any person, nor are there any valid grounds for any claims, (i) 
to the effect that the manufacture, sale, licensing or use of any of the 
products of Healtheon infringes on any copyright, patent, trade mark, service 
mark, trade secret or other proprietary right, (ii) against the use by 
Healtheon of any trademarks, service marks, trade names, trade secrets, 
copyrights, maskworks, patents, technology, know-how or computer software 
programs and applications used in Healtheon's business as currently conducted 
or as proposed to be conducted by Healtheon, or (iii) challenging the 
ownership by Healtheon, validity or effectiveness of any of the Healtheon 
Intellectual Property Rights.  All registered trademarks, service marks and 
copyrights held by Healtheon are valid and subsisting. Healtheon has not 
infringed, and the business of Healtheon as currently conducted or as 
proposed to be conducted does not infringe, any copyright, patent, trademark, 
service mark, trade secret or other  proprietary right of any third party.  
There is no material unauthorized use, infringement or misappropriation of 
any of the Healtheon Intellectual Property Rights by any third party, 
including any employee or former employee of Healtheon.  No Healtheon 
Intellectual Property Right or product of Healtheon or any of its 
subsidiaries is subject to any outstanding decree, order, judgment, or 
stipulation restricting in any manner the licensing thereof by Healtheon.  
Each employee, consultant or contractor of Healtheon has executed a 
proprietary information and confidentiality agreement substantially in the 
Healtheon's standard forms. All software included in the Healtheon 
Intellectual Property Rights is original with Healtheon and has been either 
created by employees of Healtheon on a work-for-hire basis or by consultants 
or contractors who have created such software themselves and have assigned 
all rights they may have had in such software to Healtheon.

     3.12   AGREEMENTS, CONTRACTS AND COMMITMENTS.  Except as set forth on 
Schedule 3.12(a) or in the ordinary course of its business, Healtheon does 
not have, is not a party to nor is it bound by:

                   (i)    any collective bargaining agreements,

                   (ii)   any agreements or arrangements that contain any 
severance pay or post-employment liabilities or obligations,

                   (iii)  any bonus, deferred compensation, pension, profit 
sharing or retirement plans, or any other employee benefit plans or 
arrangements,

                   (iv)   any employment or consulting agreement, contract or 
commitment with an employee or individual consultant or salesperson or any 
consulting or sales agreement, contract or commitment under which any firm or 
other organization provides services to Healtheon,

                   (v)    any agreement or plan, including, without 
limitation, any stock option plan, stock appreciation rights plan or stock 
purchase plan, any of the benefits of which will be increased, or the vesting 
of benefits of which will be accelerated, by the occurrence of any of the 
transactions contemplated by this Agreement or the value of any of the 
benefits of which will be calculated on the basis of any of the transactions 
contemplated by this Agreement,

                   (vi)   any fidelity or surety bond or completion bond,


                                      -24-




                   (vii)  any lease of personal property having a value 
individually in excess of $25,000,

                   (viii) any agreement of indemnification or guaranty,

                   (ix)   any agreement, contract or commitment containing 
any covenant limiting the freedom of Healtheon to engage in any line of 
business or to compete with any person,

                   (x)    any agreement, contract or commitment relating to 
capital expenditures and involving future payments in excess of $25,000,

                   (xi)   any agreement, contract or commitment relating to 
the disposition or acquisition of assets or any interest in any business 
enterprise,

                   (xii)  any mortgages, indentures, loans or credit 
agreements, security agreements or other agreements or instruments relating 
to the borrowing of money or extension of credit, including guaranties 
referred to in clause (viii) hereof,

                   (xiii) any purchase order or contract for the purchase of 
raw materials involving $25,000 or more,

                   (xiv)  any construction contracts,

                   (xv)   any distribution, joint marketing or development 
agreement, 

                   (xvi)  any agreement pursuant to which Healtheon has 
granted or may grant in the future, to any party, a source-code license or 
option or other right to use or acquire source-code, or 

                   (xvii) any other agreement, contract or commitment that 
involves $25,000 or more or is not cancelable without penalty within thirty 
(30) days.

Except for such alleged breaches, violations and defaults, and events that 
would constitute a breach, violation or default with the lapse of time, 
giving of notice, or both, as are all noted in Schedule 3.12(b),Healtheon has 
not breached, violated or defaulted under, or received notice that it has 
breached, violated or defaulted under, any of the terms or conditions of any 
agreement, contract or commitment required to be set forth on Schedule 
3.12(a) or Schedule 3.11(b) (any such agreement, contract or commitment, a 
"HEALTHEON CONTRACT"). Each Healtheon Contract is in full force and effect 
and, except as otherwise disclosed in Schedule 3.12(b), is not subject to any 
default thereunder of which Healtheon has knowledge by any party obligated to 
Healtheon pursuant thereto.

     3.13   INTERESTED PARTY TRANSACTIONS.  Except as set forth on Schedule 
3.13, no officer, director or shareholder of Healtheon (nor any ancestor, 
sibling, descendant or spouse of any of such persons, or any trust, 
partnership or corporation in which any of such persons has or has had an 
interest), has or has had, directly or indirectly, (i) an economic interest 
in any entity which furnished or sold, or furnishes or sells, services or 
products that Healtheon furnishes or sells, or proposes to furnish or sell, 
(ii) an economic interest in any entity that purchases from or sells or 
furnishes to, Healtheon, any goods or services or (iii) a beneficial interest 
in any contract or agreement set forth in Schedule 3.12(a) or Schedule 
3.11(b); provided, that ownership of no more than one percent (1%) of the 
outstanding voting stock of a publicly traded corporation shall not be deemed 
an "economic interest in any entity" for purposes of this Section 3.13.


                                      -25-




     3.14   COMPLIANCE WITH LAWS. Healtheon has complied in all material 
respects with, is not in material violation of, and has not received any 
notices of violation with respect to, any foreign, federal, state or local 
statute, law or regulation.

     3.15   LITIGATION.  Except as set forth in Schedule 3.15, there is no 
action, suit or proceeding of any nature pending or to Healtheon's knowledge 
threatened against Healtheon, its properties or any of its officers or 
directors, in their respective capacities as such.  Except as set forth in 
Schedule 3.15, to the Healtheon's knowledge, there is no investigation 
pending or threatened against Healtheon, its properties or any of its 
officers or directors (in their respective capacities as such) by or before 
any governmental entity.  Schedule 3.15 sets forth, with respect to any 
pending or threatened action, suit, proceeding or investigation, the forum, 
the parties thereto, the subject matter thereof and the amount of damages 
claimed or other remedy requested.  No Governmental Entity has at any time 
challenged or questioned the legal right of Healtheon to manufacture, offer 
or sell any of its products in the present manner or style thereof.

     3.16   INSURANCE.  Set forth on Schedule 3.16 is a list of all of 
Healtheon's insurance policies and fidelity bonds.  With respect to the 
insurance policies and fidelity bonds covering the assets, business, 
equipment, properties, operations, employees, officers and directors of 
Healtheon, there is no claim by Healtheon pending under any of such policies 
or bonds as to which coverage has been questioned, denied or disputed by the 
underwriters of such policies or bonds.  All premiums due and payable under 
all such policies and bonds have been paid and Healtheon is otherwise in 
material compliance with the terms of such policies and bonds (or other 
policies and bonds providing substantially similar insurance coverage). 
Healtheon has no knowledge of any threatened termination of, or material 
premium increase with respect to, any of such policies.

     3.17   MINUTE BOOKS.  The minute books of Healtheon made available to 
counsel for the Company are the only minute books of Healtheon and contain a 
reasonably accurate summary of all meetings of directors (or committees 
thereof) and stockholders or actions by written consent since the time of 
incorporation of Healtheon.

     3.18   ENVIRONMENTAL MATTERS.

            (a)    HAZARDOUS MATERIAL.  Healtheon has not operated any 
underground storage tanks, and has no knowledge of the existence, at any 
time, of any underground storage tank (or related piping or pumps), at any 
property that Healtheon has at any time owned, operated, occupied or leased.  
Healtheon has not released any amount of any substance that has been 
designated by any Governmental Entity or by applicable federal, state or 
local law to be a Hazardous Material.  No Hazardous Materials are present as 
a result of the actions or omissions of Healtheon, or, to Healtheon's 
knowledge, as a result of any actions of any third party or otherwise, in, on 
or under any property, including the land and the improvements, ground water 
and surface water thereof, that Healtheon has at any time owned, operated, 
occupied or leased.

            (b)    HAZARDOUS MATERIALS ACTIVITIES. Healtheon has not engaged 
in any Hazardous Materials Activities in violation of any rule, regulation, 
treaty or statute promulgated by any Governmental Entity in effect prior to 
or as of the date hereof to prohibit, regulate or control Hazardous Materials 
or any Hazardous Material Activity.

            (c)    PERMITS.  The Company currently holds all Environmental 
Permits necessary for the conduct of Healtheon's Hazardous Material 
Activities and other businesses of Healtheon as such activities and 
businesses are currently being conducted.


                                      -26-




            (d)    ENVIRONMENTAL LIABILITIES.  No action, proceeding, 
revocation proceeding, amendment, procedure, writ, injunction or claim is 
pending, or to Healtheon's knowledge, threatened concerning any Environmental 
Permit, Hazardous Material or any Hazardous Materials Activity of Healtheon. 
Healtheon is not aware of any fact or circumstance which could involve 
Healtheon in any environmental litigation or impose upon Healtheon any 
environmental liability.

     3.19   BROKERS' AND FINDERS' FEES; THIRD PARTY EXPENSES.  Except as set 
forth on Schedule 3.19, Healtheon has not incurred, nor will it incur, 
directly or indirectly, any liability for brokerage or finders' fees, 
investment banking fees, consulting fees or agents' commissions or any 
similar charges in connection with this Agreement or any transaction 
contemplated hereby. Schedule 3.19 sets forth the principal terms and 
conditions of any agreement, written or oral, with respect to such fees.  
Schedule 3.19 also sets forth Healtheon's current reasonable estimate of all 
Third Party Expenses (as defined in Section 5.4) expected to be incurred by 
Healtheon in connection with the negotiation and effectuation of the terms 
and conditions of this Agreement and the transactions contemplated hereby.

     3.20   EMPLOYEE MATTERS AND BENEFIT PLANS.

            (a)    DEFINITIONS.  With the exception of the definition of 
"Affiliate" set forth in Section 3.20(a)(i) below (which definition shall 
apply only to this Section 3.20), for purposes of this Agreement, the 
following terms shall have the meanings set forth below:

                   (i)    "HEALTHEON AFFILIATE" shall mean any other person 
or entity under common control with Healtheon within the meaning of Section 
414(b), (c), (m) or (o) of the Code and the regulations thereunder;

                   (ii)   "HEALTHEON EMPLOYEE PLAN" shall refer to any plan, 
program, policy, practice, contract, agreement or other arrangement providing 
for compensation, severance, termination pay, performance awards, stock or 
stock-related awards, fringe benefits or other employee benefits or 
remuneration of any kind, whether formal or informal, funded or unfunded and 
whether or not legally binding, including without limitation, each "employee 
benefit plan", within the meaning of Section 3(3) of ERISA which is or has 
been maintained, contributed to, or required to be contributed to, by the 
Company or any Healtheon Affiliate for the benefit of any "Healtheon 
Employee" (as defined below), and pursuant to which Healtheon or any 
Healtheon Affiliate has or may have any material liability contingent or 
otherwise;

                   (iii)  "HEALTHEON EMPLOYEE" shall mean any current, 
former, or retired employee, officer, or director of Healtheon or any 
Healtheon Affiliate;

                   (iv)   "HEALTHEON EMPLOYEE AGREEMENT" shall refer to each 
management, employment, severance, consulting, relocation, repatriation, 
expatriation, visas, work permit or similar agreement or contract between 
Healtheon or any Healtheon Affiliate and any Healtheon Employee or consultant;
     
                   (v)    "HEALTHEON PENSION PLAN" shall refer to each 
Healtheon Employee Plan which is an "employee pension benefit plan", within 
the meaning of Section 3(2) of ERISA.

            (b)    SCHEDULE.  Schedule 3.20(b) contains an accurate and 
complete list of each Healtheon Employee Plan and each Healtheon Employee 
Agreement, together with a schedule of all liabilities, whether or not 
accrued, under each such Healtheon Employee Plan or Healtheon Employee 
Agreement. Healtheon does not 


                                      -27-




have any plan or commitment, whether legally binding or not, to establish any 
new Healtheon Employee Plan or Healtheon Employee Agreement, to modify any 
Healtheon Employee Plan or Healtheon Employee Agreement (except to the extent 
required by law or to conform any such Healtheon Employee Plan or Healtheon 
Employee Agreement to the requirements of any applicable law, in each case as 
previously disclosed to Healtheon in writing, or as required by this 
Agreement), or to enter into any Healtheon Employee Plan or Healtheon 
Employee Agreement, nor does it have any intention or commitment to do any of 
the foregoing. 

            (c)    DOCUMENTS. Healtheon has provided to Company (i) correct 
and complete copies of all documents embodying or relating to each Healtheon 
Employee Plan and each Healtheon Employee Agreement including all amendments 
thereto and written interpretations thereof; (ii) the most recent annual 
actuarial valuations, if any, prepared for each Healtheon Employee Plan; 
(iii) the three most recent annual reports (Series 5500 and all schedules 
thereto), if any, required under ERISA or the Code in connection with each 
Healtheon Employee Plan or related trust; (iv) if the Healtheon Employee Plan 
is funded, the most recent annual and periodic accounting of Healtheon 
Employee Plan assets; (v) the most recent summary plan description together 
with the most recent summary of material modifications, if any, required 
under ERISA with respect to each Healtheon Employee Plan; (vi) all IRS 
determination letters and rulings relating to Healtheon Employee Plans and 
copies of all applications and correspondence to or from the IRS or the 
Department of Labor ("DOL") with respect to any Healtheon Employee Plan; 
(vii) all communications material to any Healtheon Employee or Healtheon 
Employees relating to any Healtheon Employee Plan and any proposed Healtheon 
Employee Plans, in each case, relating to any amendments, terminations, 
establishments, increases or decreases in benefits, acceleration of payments 
or vesting schedules or other events which would result in any material 
liability to Healtheon; and (viii) all registration statements and 
prospectuses prepared in connection with each Healtheon Employee Plan.

            (d)    EMPLOYEE PLAN COMPLIANCE.  Except as set forth on Schedule 
3.20(d), (i)  Healtheon has performed in all material respects all 
obligations required to be performed by it under each Healtheon Employee 
Plan, and each Healtheon Employee Plan has been established and maintained in 
all material respects in accordance with its terms and in compliance with all 
applicable laws, statutes, orders, rules and regulations, including but not 
limited to ERISA or the Code; (ii) no "prohibited transaction", within the 
meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred 
with respect to any Healtheon Employee Plan; (iii) there are no actions, 
suits or claims pending, or, to the knowledge of Healtheon, threatened or 
anticipated (other than routine claims for benefits) against any Healtheon 
Employee Plan or against the assets of any Healtheon Employee Plan; and (iv) 
each Healtheon Employee Plan can be amended, terminated or otherwise 
discontinued after the Closing in accordance with its terms, without 
liability to the Company, Healtheon or any Healtheon Affiliates (other than 
ordinary administration expenses typically incurred in a termination event); 
(v) there are no inquiries or proceedings pending or, to the knowledge of 
Healtheon or any affiliates, threatened by the IRS or DOL with respect to any 
Healtheon Employee Plan; and (vi) neither Healtheon nor any Healtheon 
Affiliate is subject to any penalty or tax with respect to any Healtheon 
Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of 
the Code.

            (e)    PENSION PLANS. Healtheon does not now, nor has it ever, 
maintained, established, sponsored, participated in, or contributed to, any 
Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, 
Title IV of ERISA or Section 412 of the Code.

            (f)    MULTIEMPLOYER PLANS.  At no time has Healtheon contributed 
to or been requested to contribute to any Multiemployer Plan.


                                      -28-




            (g)    NO POST-EMPLOYMENT OBLIGATIONS.  Except as set forth in 
Schedule 3.20(g), no Healtheon Employee Plan provides, or has any liability 
to provide, life insurance, medical or other employee benefits to any 
Healtheon Employee upon his or her retirement or termination of employment 
for any reason, except as may be required by statute, and Healtheon has never 
represented, promised or contracted (whether in oral or written form) to any 
Healtheon Employee (either individually or to Employees as a group) that such 
Healtheon Employee(s) would be provided with life insurance, medical or other 
employee welfare benefits upon their retirement or termination of employment, 
except to the extent required by statute.

            (h)    EFFECT OF TRANSACTION.

                   (i)    Except as set forth on Schedule 3.20(h)(i), the 
execution of this Agreement and the consummation of the transactions 
contemplated hereby will not (either alone or upon the occurrence of any 
additional or subsequent events) constitute an event under any Healtheon 
Employee Plan, Healtheon Employee Agreement, trust or loan that will or may 
result in any payment (whether of severance pay or otherwise), acceleration, 
forgiveness of indebtedness, vesting, distribution, increase in benefits or 
obligation to fund benefits with respect to any Healtheon Employee.

                   (ii)   Except as set forth on Schedule 3.20(h)(ii), no 
payment or benefit which will or may be made by Healtheon or Company or any 
of their respective affiliates with respect to any Employee will be 
characterized as an "excess parachute payment" within the meaning of Section 
280G(b)(1) of the Code.

            (i)    EMPLOYMENT MATTERS.  Healtheon (i) is in compliance in all 
material respects with all applicable foreign, federal, state and local laws, 
rules and regulations respecting employment, employment practices, terms and 
conditions of employment and wages and hours, in each case, with respect to 
Healtheon Employees; (ii) has withheld all amounts required by law or by 
agreement to be withheld from the wages, salaries and other payments to 
Healtheon Employees; (iii) is not liable for any arrears of wages or any 
taxes or any penalty for failure to comply with any of the foregoing; and 
(iv) is not liable for any payment to any trust or other fund or to any 
governmental or administrative authority, with respect to unemployment 
compensation benefits, social security or other benefits or obligations for 
Healtheon Employees (other than routine payments to be made in the normal 
course of business and consistent with past practice).

            (j)    LABOR.  No work stoppage or labor strike against Healtheon 
is pending or, to the best knowledge of Healtheon, threatened.  Except as set 
forth in Schedule 3.20(j),Healtheon is not involved in or, to the knowledge 
of Healtheon, threatened with, any labor dispute, grievance, or litigation 
relating to labor, safety or discrimination matters involving any Healtheon 
Employee, including, without limitation, charges of unfair labor practices or 
discrimination complaints, which, if adversely determined, would, 
individually or in the aggregate, result in liability to Healtheon.  Neither 
Healtheon nor any of its subsidiaries has engaged in any unfair labor 
practices within the meaning of the National Labor Relations Act which would, 
individually or in the aggregate, directly or indirectly result in a 
liability to Healtheon.  Except as set forth in Schedule 3.20(j),Healtheon is 
not presently, nor has it been in the past, a party to, or bound by, any 
collective bargaining agreement or union contract with respect to Healtheon 
Employees and no collective bargaining agreement is being negotiated by 
Healtheon.

     3.21   REPRESENTATIONS COMPLETE.  None of the representations or 
warranties made by Healtheon or Acquisition Sub (as modified by the Healtheon 
and Acquisition Sub Schedules), nor any statement made in any schedule or 
certificate furnished by Healtheon or Acquisition Sub pursuant to this 
Agreement, or furnished in or in connection with documents mailed or 
delivered to the stockholders of Healtheon or Acquisition Sub in 


                                      -29-




connection with soliciting their consent to this Agreement and the Asset 
Purchase, contains or will contain at the Closing, any untrue statement of a 
material fact, or omits or will omit at the Closing to state any material 
fact necessary in order to make the statements contained herein or therein, 
in the light of the circumstances under which made, not misleading.

                                      ARTICLE IV

                             CONDUCT PRIOR TO THE CLOSING

     4.1    CONDUCT OF BUSINESS OF THE COMPANY.

            During the period from the date of this Agreement and continuing 
until the earlier of the termination of this Agreement and the Closing, the 
Company agrees (except to the extent that Healtheon shall otherwise consent 
in writing) to carry on its business in the usual, regular and ordinary 
course in substantially the same manner as heretofore conducted, to pay its 
debts and Taxes when due, to pay or perform other obligations when due, and, 
to the extent consistent with such business, to use all reasonable efforts 
consistent with past practice and policies to preserve intact its present 
business organization, keep available the services of its present officers 
and key employees and preserve their relationships with customers, suppliers, 
distributors, licensors, licensees, and others having business dealings with 
it, all with the goal of preserving unimpaired its goodwill and ongoing 
businesses at the Closing.  The Company shall promptly notify Healtheon of 
any event or occurrence or emergency not in the ordinary course of its 
business, and any material event involving or adversely affecting the Company 
or its business.  Except as expressly contemplated by this Agreement, the 
Company shall not, without the prior written consent of Healtheon:

                   (i)    Enter into any commitment, activity or transaction 
not in the ordinary course of business.

                   (ii)   Transfer to any person or entity any rights to any 
Company Intellectual Property Rights (other than pursuant to End-User 
Licenses in the ordinary course of business);

                   (iii)  Enter into or amend any agreements pursuant to 
which any other party is granted manufacturing, marketing, distribution or 
similar rights of any type or scope with respect to any products of the 
Company;

                   (iv)   Amend or otherwise modify (or agree to do so), 
except in the ordinary course of business, or violate the terms of, any of 
the agreements set forth or described in the Company Schedules;

                   (v)    Commence any litigation;

                   (vi)   Declare, set aside or pay any dividends on or make 
any other distributions (whether in cash, equity interests or property) in 
respect of any of its units or other evidences of ownership, or split, 
combine or reclassify any of its units or issue or authorize the issuance of 
any other securities in respect of, in lieu of or in substitution for units 
or other evidences of ownership of the Company, or repurchase, redeem or 
otherwise acquire, directly or indirectly, any Company Capital Stock (or 
Company Capital Stock Equivalents);


                                      -30-




                   (vii)  Issue, grant, deliver or sell or authorize or 
propose the issuance, grant, delivery or sale of, or purchase or propose the 
purchase of, any units or securities convertible into, or subscriptions, 
rights, warrants or options to acquire, or other agreements or commitments of 
any character obligating it to issue any such units or other convertible 
securities;

                   (viii) Cause or permit any amendments to its 
Organizational Documents;

                   (ix)   Acquire or agree to acquire by merging or 
consolidating with, or by purchasing any assets or equity securities of, or 
by any other manner, any business or any corporation, partnership, 
association or other business organization or division thereof, or otherwise 
acquire or agree to acquire any assets which are material, individually or in 
the aggregate, to the business of the Company;

                   (x)    Sell, lease, license or otherwise dispose of any of 
its properties or assets, except in the ordinary course of business and 
consistent with past practice;

                   (xi)   Incur any indebtedness for borrowed money or 
guarantee any such indebtedness or issue or sell any debt securities of the 
Company or guarantee any debt securities of others;

                   (xii)  Grant any severance or termination pay to any 
director, officer, employee or consultant, except payments made pursuant to 
standard written agreements outstanding on the date hereof (which such 
agreements are disclosed on Schedule 4.1(a)(xii));

                   (xiii) Adopt or amend any employee benefit plan, program, 
policy or arrangement, or enter into any employment contract, extend any 
employment offer, pay or agree to pay any special bonus or special 
remuneration to any director, employee or consultant, or increase the 
salaries or wage rates of its employees (other than the two employees of the 
Company currently under review);

                   (xiv)  Revalue any of its assets, including without 
limitation writing down the value of inventory or writing off notes or 
accounts receivable in excess of $10,000 in the aggregate;

                   (xv)   Pay, discharge or satisfy, in an amount in excess 
of $10,000, in any one case, or $25,000, in the aggregate, any claim, 
liability or obligation (absolute, accrued, asserted or unasserted, 
contingent or otherwise), other than the payment, discharge or satisfaction 
in the ordinary course of business of liabilities reflected or reserved 
against in the Company Financial Statements;

                   (xvi)  Make or change any material election in respect of 
Taxes, adopt or change any accounting method in respect of Taxes, enter into 
any closing agreement, settle any claim or assessment in respect of Taxes, or 
consent to any extension or waiver of the limitation period applicable to any 
claim or assessment in respect of Taxes;

                   (xvii) Enter into any strategic alliance, joint 
development or joint marketing arrangement or agreement; 

                   (xviii)       Fail to pay or otherwise satisfy its 
monetary obligations as they become due, except such as are being contested 
in good faith;


                                      -31-




                   (xix)   Waive or commit to waive any rights with a value 
in excess of $10,000, in any one case, or $25,000, in the aggregate;

                   (xx)    Cancel, materially amend or renew any insurance 
policy other than in the ordinary course of business;

                   (xxi)  Alter, or enter into any commitment to alter, its 
interest in any corporation, association, joint venture, partnership or 
business entity in which the Company directly or indirectly holds any 
interest on the date hereof; or

                   (xxii) Take, or agree in writing or otherwise to take, any 
of the actions described in Sections 4.1(i) through (xxii) above, or any 
other action that would prevent the Company from performing or cause the 
Company not to perform its covenants hereunder.

     4.2    NO COMPANY SOLICITATION.  Until the earlier of the Closing and 
the date of termination of this Agreement pursuant to the provisions of 
Section 8.1 hereof, the Company will not (nor will the Company permit any of 
the Company's officers, directors, Members, agents, representatives or 
affiliates to) directly or indirectly, take any of the following actions with 
any party other than Healtheon and its designees:  (a) solicit, initiate, 
entertain, or encourage any proposals or offers from, or conduct discussions 
with or engage in negotiations with, any person relating to any possible 
acquisition of the Company or any of its subsidiaries (whether by way of 
Merger, purchase of capital stock, purchase of assets or otherwise), any 
material portion of its or their capital stock or assets or any equity 
interest in the Company or any of its subsidiaries, (b) provide information 
with respect to it to any person, other than Healtheon, relating to, or 
otherwise cooperate with, facilitate or encourage any effort or attempt by 
any such person with regard to, any possible acquisition of the Company 
(whether by way of Merger, purchase of capital stock, purchase of assets or 
otherwise), any material portion of its or their capital stock or assets or 
any equity interest in the Company or any of its subsidiaries, (c) enter into 
an agreement with any person, other than Healtheon, providing for the 
acquisition of the Company (whether by way of Merger, purchase of capital 
stock, purchase of assets or otherwise), any material portion of its or their 
capital stock or assets or any equity interest in the Company or any of its 
subsidiaries, or (d) make or authorize any statement, recommendation or 
solicitation in support of any possible acquisition of the Company or any of 
its subsidiaries (whether by way of Merger, purchase of capital stock, 
purchase of assets or otherwise), any material portion of its or their 
capital stock or assets or any equity interest in the Company or any of its 
subsidiaries by any person, other than by Healtheon.  The Company shall 
immediately cease and cause to be terminated any such contacts or 
negotiations with third parties relating to any such transaction or proposed 
transaction.  In addition to the foregoing, if the Company receives prior to 
the Closing or the termination of this Agreement any offer or proposal 
relating to any of the above, the Company shall immediately notify Healtheon 
thereof, including information as to the identity of the offeror or the party 
making any such offer or proposal and the specific terms of such offer or 
proposal, as the case may be, and such other information related thereto as 
Healtheon may reasonably request.  Except as contemplated by this Agreement, 
disclosure by the Company of the terms hereof (other than the prohibition of 
this section) shall be deemed to be a violation of this Section 4.2.


                                      -32-




                                      ARTICLE V

                                ADDITIONAL AGREEMENTS

     5.1    COMPANY MEMBER APPROVALS.  As promptly as practicable:  

            (a)    Prior to the execution of this Agreement, Healtheon and 
the Company have prepared the necessary documentation for, and as soon as 
reasonably practicable following the execution of this Agreement they shall 
apply to obtain, a permit (a "CALIFORNIA PERMIT") from the Commissioner of 
Corporations of the State of California (after a hearing before the 
California Department of Corporations) pursuant to Section 25121 of the 
California Corporate Securities Law of 1968, so that the issuance of 
Healtheon Common Stock in the Asset Purchase shall be exempt from 
registration under Section 3(a)(10) of the Securities Act of 1933, as amended 
(the "SECURITIES ACT") and California blue sky laws.  The Company and 
Healtheon will respond to any comments from the California Department of 
Corporations and use their commercially reasonable effort to have the 
California Permit granted as soon as practical after such filing.  As 
promptly as practical after the date of this Agreement, Healtheon shall 
prepare and make such filings as are required under applicable Blue Sky laws 
relating to the transactions contemplated by this Agreement.

            (b)    As promptly as practicable after the receipt of a 
California Permit, the Company shall submit this Agreement and the 
transactions contemplated hereby, including without limitation the sale, to 
the Company's Members for approval and adoption as provided by California 
Corporate Code and the Company's Organizational Documents.  The materials 
submitted to the Company's Members shall be subject to review and approval by 
Healtheon and include information regarding Healtheon and the Company, the 
terms of the Asset Purchase and this Agreement and the unanimous 
recommendation of the Board of Directors of the Company in favor of the Asset 
Purchase, this Agreement and the transactions contemplated hereby.

     5.2    ACCESS TO INFORMATION.  Each party shall afford the other and its 
accountants, counsel and other representatives, reasonable access during 
normal business hours during the period prior to the Closing to (a) all of 
its properties, books, contracts, commitments and records, and (b) all other 
information concerning the business, properties and personnel (subject to 
restrictions imposed by applicable law) of it as the others may reasonably 
request, subject, in the case of Healtheon, to reasonable limits on access to 
its technical and other nonpublic information.  No information or knowledge 
obtained in any investigation pursuant to this Section 5.2 shall affect or be 
deemed to modify any representation or warranty contained herein.

     5.3    CONFIDENTIALITY.  Each of the parties hereto hereby agrees to 
keep the terms of this Agreement (except to the extent contemplated hereby) 
and such information or knowledge obtained in any investigation pursuant to 
Section 5.2, or pursuant to the negotiation and execution of this Agreement 
or the effectuation of the transactions contemplated hereby, confidential; 
PROVIDED, HOWEVER, that the foregoing shall not apply to information or 
knowledge which (a) a party can demonstrate was already lawfully in its 
possession prior to the disclosure thereof by the other party, (b) is 
generally known to the public and did not become so known through any 
violation of law, (c) became known to the public through no fault of such 
party, (d) is later lawfully acquired by such party without confidentiality 
restrictions from other sources, (e) is required to be disclosed by order of 
court or government agency with subpoena powers (provided that such party 
shall have provided the other party with prior notice of such order or 
subpoena and an opportunity to object or take other available action) or (f) 
which is disclosed in the course of any litigation between any of the parties 
hereto.


                                      -33-




     5.4    EXPENSES.  Whether or not the Asset Purchase is consummated, all 
fees and expenses incurred in connection with the Asset Purchase including, 
without limitation, all legal, accounting, financial advisory, consulting and 
all other fees and expenses of third parties ("THIRD PARTY EXPENSES") 
incurred by a party in connection with the negotiation and effectuation of 
the terms and conditions of this Agreement and the transactions contemplated 
hereby, shall be the obligation of the respective party incurring such fees 
and expenses.

     5.5    PUBLIC DISCLOSURE.  Unless otherwise required by law (including, 
without limitation, federal and state securities laws) prior to the Closing, 
no disclosure (whether or not in response to an inquiry) of the subject 
matter of this Agreement shall be made by any party hereto unless approved by 
Healtheon and the Company prior to release.

     5.6    CONSENTS.  Healtheon and the Company shall use commercially 
reasonable efforts to obtain the consents, waivers, assignments and approvals 
under any of the Healtheon Contracts and Company Contracts as may be required 
in connection with the Asset Purchase (all of such consents, waivers and 
approvals are set forth in the Company Schedules and Healtheon and 
Acquisition Sub Schedules) so as to preserve and transfer all rights of and 
benefits to Acquisition Sub thereunder.

     5.7    REASONABLE EFFORTS.  Subject to the terms and conditions provided 
in this Agreement, each of the parties hereto shall use its reasonable 
efforts to ensure that its representations and warranties remain true and 
correct in all material respects, and to take promptly, or cause to be taken, 
all actions, and to do promptly, or cause to be done, all things necessary, 
proper or advisable under applicable laws and regulations to consummate and 
make effective the transactions contemplated hereby, to obtain all necessary 
waivers, consents, assignments and approvals, to effect all necessary 
registrations and filings, and to remove any injunctions or other impediments 
or delays, legal or otherwise, to consummate and make effective the 
transactions contemplated by this Agreement for the purpose of securing to 
the parties hereto the benefits contemplated by this Agreement; PROVIDED, 
that Healtheon shall not be required to agree to any divestiture by Healtheon 
or the Company or any of Healtheon's subsidiaries or affiliates of equity 
interests or of any business, assets or property of Healtheon or its 
subsidiaries or affiliates or the Company or its affiliates, or the 
imposition of any material limitation on the ability of any of them to 
conduct their businesses or to own or exercise control of such assets, 
properties and stock.

     5.8    NOTIFICATION OF CERTAIN MATTERS.  The Company shall give prompt 
notice to Healtheon, and Healtheon shall give prompt notice to the Company, 
of (i) the occurrence or non-occurrence of any event, the occurrence or 
non-occurrence of which is likely to cause any representation or warranty of 
the Company, Healtheon or Acquisition Sub, respectively, contained in this 
Agreement to be untrue or inaccurate at or prior to the Closing and (ii) any 
failure of the Company or Healtheon, as the case may be, to comply with or 
satisfy any covenant, condition or agreement to be complied with or satisfied 
by it hereunder; provided, however, that the delivery of any notice pursuant 
to this Section 5.9 shall not limit or otherwise affect any remedies 
available to the party receiving such notice.

     5.9    CERTAIN BENEFIT PLANS.  Healtheon shall take such reasonable 
actions as are necessary to allow eligible employees of the Company to 
participate in the benefit programs of Healtheon, or alternative benefits 
programs substantially comparable to those applicable to employees of 
Healtheon on similar terms, as soon as practicable after the Closing.

     5.10   ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES.  Each party hereto, 
at the request of the other party hereto, shall execute and deliver such 
other instruments and do and perform such other acts and things as 


                                      -34-




may be necessary or desirable for effecting completely the consummation of 
this Agreement and the transactions contemplated hereby.

     5.11   COMPANY'S AUDITORS.  The Company will use its commercially 
reasonable efforts to cause its management and its independent auditors to 
facilitate on a timely basis (i) the review of any Company audit or review 
work papers for up to the past three years, including the examination of 
selected interim financial statements and data and (ii) the delivery of such 
representations from the Company's independent accountants as may be 
reasonably requested by Healtheon or its accountants to enable Healtheon's 
accountants to render the opinion called for by Section 6.3(j) hereof. 

     5.12   MUTUAL RELEASE.  The Company shall use its commercially 
reasonable best efforts with and Netsource Communications, Inc. ("Netsource") 
to enter into a mutual settlement and release with Netsource  relating to any 
and all disputes arising from or related to the transactions contemplated by 
the Asset Purchase Agreement among Netsource, the Company and Edward Fotsch, 
M.D. dated March 20, 1997.  

                                      ARTICLE VI

                           CONDITIONS TO THE ASSET PURCHASE

     6.1    CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE ASSET 
PURCHASE.  The respective obligations of each party to this Agreement to 
effect the Asset Purchase shall be subject to the satisfaction at or prior to 
the Closing of the following conditions:

            (a)    COMPANY MEMBER APPROVAL.  This Agreement and the Asset 
Purchase shall have been approved and adopted by the Members of the Company 
by the requisite vote under applicable law and the Company's Organizational 
Documents.  

            (b)    CALIFORNIA PERMIT.  The Commissioner of Corporations for 
the State of California shall have approved the terms and conditions of the 
transactions contemplated by this Agreement, and the fairness of such terms 
and conditions pursuant to Section 25142 of the California Corporations Code 
("CALIFORNIA CODE") following a hearing for such purpose, and shall have 
issued a Permit under Section 25121 of the California Code.

            (c)    NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No temporary 
restraining order, preliminary or permanent injunction or other order issued 
by any court of competent jurisdiction or other legal or regulatory restraint 
or prohibition preventing the consummation of the Asset Purchase shall be in 
effect.

            (d)    TAX OPINIONS.  Healtheon and the Company shall each have 
received substantially identical written opinions from their counsel in form 
and substance reasonably satisfactory to them, to the effect that the Asset 
Purchase will constitute a reorganization within the meaning of Section 
368(a) of the Code.  The parties to this Agreement agree to make reasonable 
representations as requested by such counsel for the purpose of rendering 
such opinions.

            (e)    PERMITS.  All approvals from government authorities, 
including any requisite Blue Sky approvals, which are appropriate or 
necessary for the consummation of the Asset Purchase, shall have been 
obtained.


                                      -35-




            (f)    LITIGATION.  There shall be no BONA FIDE action, suit, 
claim or proceeding of any nature pending, or overtly threatened, against 
Healtheon or the Company, their respective properties or any of their 
officers or directors, arising out of, or in any way connected with, the 
Asset Purchase or other transactions contemplated by the terms of this 
Agreement.

     6.2    ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY.  The 
obligations of the Company to consummate the Asset Purchase and the 
transactions contemplated by this Agreement shall be subject to the 
satisfaction at or prior to the Closing of each of the following conditions, 
any of which may be waived, in writing, exclusively by the Company:

            (a)    REPRESENTATIONS AND WARRANTIES.  The representations and 
warranties of Healtheon and Acquisition Sub contained in this Agreement shall 
be true and correct in all material respects on and as of the Closing Date, 
except for changes contemplated by this Agreement and except for those 
representations and warranties which address matters only as of a particular 
date (which shall remain true and correct as of such date), with the same 
force and effect as if made on and as of the Closing Date, except, in all 
such cases, for such breaches, inaccuracies or omissions of such 
representations and warranties which have neither had nor reasonably would be 
expected to have a Material Adverse Effect on Healtheon; and the Company 
shall have received a certificate to such effect signed on behalf of 
Healtheon by a duly authorized officer of Healtheon.

            (b)    AGREEMENTS AND COVENANTS.  Healtheon and Acquisition Sub 
shall have performed or complied in all material respects with all agreements 
and covenants required by this Agreement to be performed or complied with by 
them on or prior to the Closing, and the Company shall have received a 
certificate to such effect signed by a duly authorized officer of Healtheon.

            (c)    THIRD PARTY CONSENTS.  The Company shall have been 
furnished with evidence satisfactory to it that Healtheon has obtained the 
consents, approvals, assignments and waivers set forth in Schedule 6.2(c).

            (d)    LEGAL OPINION.  The Company shall have received a legal 
opinion from Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
counsel to Healtheon, in substantially the form attached hereto as EXHIBIT C.

            (e)    MATERIAL ADVERSE CHANGE.  There shall not have occurred 
any material adverse change in the business, assets (including intangible 
assets), liabilities, financial condition or results of operations of 
Healtheon since the date of the Balance Sheet.

            (f)    HEALTHEON CAPITALIZATION. At the Closing, Healtheon shall 
have only a single class of Common Stock outstanding and shall have no other 
class or series of capital stock issued or outstanding.

     6.3    ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF HEALTHEON AND 
ACQUISITION SUB.  The obligations of Healtheon and Acquisition Sub to 
consummate the Asset Purchase and the transactions contemplated by this 
Agreement shall be subject to the satisfaction at or prior to the Closing of 
each of the following conditions, any of which may be waived, in writing, 
exclusively by Healtheon:

            (a)    REPRESENTATIONS AND WARRANTIES.  The representations and 
warranties of the Company contained in this Agreement shall be true and 
correct in all material respects on and as of the Closing Date, except for 
changes contemplated by this Agreement and except for those representations 
and warranties which address 


                                      -36-




matters only as of a particular date (which shall remain true and correct as 
of such date), with the same force and effect as if made on and as of the 
Closing Date, except, in all such cases, for such breaches, inaccuracies or 
omissions of such representations and warranties which have neither had nor 
reasonably would be expected to have a Material Adverse Effect on the Company 
or Healtheon; and Healtheon and Acquisition Sub shall have received a 
certificate to such effect signed on behalf of the Company by the chief 
executive officer and chief financial officer of the Company;

            (b)    AGREEMENTS AND COVENANTS.  The Company shall have 
performed or complied in all material respects with all agreements and 
covenants required by this Agreement to be performed or complied with by it 
on or prior to the Closing, and Healtheon and Acquisition Sub shall have 
received a certificate to such effect signed by a duly authorized officer of 
the Company;

            (c)    THIRD PARTY CONSENTS.  Healtheon shall have been furnished 
with evidence satisfactory to it that the Company has obtained the consents, 
approvals and waivers set forth in Schedule 6.3(c).

            (d)    LEGAL OPINION.  Healtheon shall have received a legal 
opinion from Cooley Godward LLP, legal counsel to the Company, in 
substantially the form attached hereto as EXHIBIT D.

            (e)    MATERIAL ADVERSE CHANGE.  There shall not have occurred 
any material adverse change in the business, assets (including intangible 
assets) financial condition or results of operations of the Company since the 
date of the Company Balance Sheet.

            (f)    NONCOMPETITION AGREEMENTS.  Each of the persons listed on 
Schedule 6.3(g) shall have executed and delivered to Healtheon a 
Noncompetition Agreement in substantially the form of EXHIBIT E, and all of 
the Noncompetition Agreements shall be in full force and effect.

            (g)    NO DISSENTERS.  Holders of more than 10% of the 
outstanding units of Company Capital Stock shall not have exercised, nor 
shall they have any continued right to exercise, appraisal, dissenters' or 
similar rights under applicable law with respect to their shares by virtue of 
the Asset Purchase.

            (h)    EMPLOYMENT AGREEMENTS.  Edward J. Fotsch, M.D., Deb Del 
Guidice, Fel Bautista, Jeff Nelson and Terry McMann shall have entered into 
an Employment Agreement in form and substance reasonably satisfactory to 
Healtheon.

            (i)    MEMBER LOANS.  At the Closing, all loans from Members of 
the Company ("Member Loans") shall have been repaid or canceled.  

            (j)    STOCK TRANSFER AGREEMENTS.  The Company and each Member of 
the Company shall have entered into an agreement providing for the 
restriction on sales of Healtheon Common Stock received in connection with 
this transaction until 180 days after completion of a public offering of 
Healtheon Common Stock pursuant to a registration statement filed with and 
declared effective by the Securities and Exchange Commission; provided, 
however, that no Member shall be required to sign such agreement unless 
Healtheon's executive officers and directors sign similar agreements.

            (k)    BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT.  The 
Company shall have delivered the Bill of Sale and the parties hereto shall 
have entered into the Assignment and Assumption Agreement. 


                                      -37-




                                     ARTICLE VII

                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ESCROW

     7.1    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All of the
representations and warranties of the Company, Healtheon and Acquisition Sub
contained in this Agreement or in any instrument delivered pursuant to this
Agreement (each as modified by the corresponding Schedules thereto) shall
survive the Asset Purchase and continue until 5:00 p.m., California time, on the
date which is one year following the date of this Agreement (the "EXPIRATION
DATE").

     7.2    ESCROW ARRANGEMENTS AND INDEMNIFICATION.

            (a)    ESCROW FUND AND INDEMNIFICATION.  At the Closing, the Company
will be deemed to have received and deposited with the Escrow Agent (as defined
below) the Escrow Amount (plus any additional shares as may be issued upon any
stock split, stock dividend or recapitalization effected by Healtheon after the
Closing).  As soon as practicable after the Closing, the Escrow Amount will be
deposited with U.S. Bank Trust National Association, (or other institution
acceptable to Healtheon and the Securityholder Agent (as defined in
Section 7.2(g) below)) as Escrow Agent (the "ESCROW AGENT"), such deposit to
constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set
forth herein and at Healtheon's cost and expense.  The Escrow Fund shall be
available to compensate Healtheon, Acquisition Sub and their affiliates for any
claims, losses, liabilities, damages, deficiencies, costs and expenses,
including reasonable attorneys' fees and expenses, and expenses of investigation
and defense (hereinafter individually a "LOSS" and collectively "LOSSES")
incurred by Healtheon, Acquisition Sub, their officers, directors, or affiliates
directly or indirectly as a result of (a) any inaccuracy or breach of a
representation or warranty of the Company contained in Article II herein (as
modified by the Company Schedules), or any failure by the Company to perform or
comply with any covenant contained herein and (b) any Loss arising out of a
claim by Netsource or any trustee in bankruptcy or creditor relating the Asset
Purchase Agreement dated March 20, 1997 (the "Netsource Agreement").  Healtheon
and the Company each acknowledge that such Losses, if any, would relate to
unresolved contingencies existing at the Closing, which if resolved at the
Closing would have led to a reduction in the aggregate consideration.  Nothing
herein shall limit the liability of the Company for any breach of any
representation, warranty or covenant if the Asset Purchase does not close. 
Healtheon may not receive any shares from the Escrow Fund unless and until
Officer's Certificates (as defined in paragraph (d) below) identifying Losses,
the aggregate amount of which exceed $50,000, which, for purposes of aggregating
such amount, shall not include the value of any Healtheon shares transferred to
Netsource, have been delivered to the Escrow Agent as provided in paragraph (e);
in such case, Healtheon may recover from the Escrow Fund the total of its
Losses, including the first $50,000; provided, however, in the event that such
Losses arise from, or relate to, Retained Liabilities of the Company, Healtheon
shall be entitled to immediate indemnification from the Company without regard
to such $50,000 threshold.  The indemnification provisions in this Section 7.2
shall be the sole remedy and recourse of Healtheon against the Company or any of
its respective directors, officers, representatives, agents or Members for any
Losses incurred by Healtheon; PROVIDED, HOWEVER, that nothing herein shall limit
any remedy for fraud.

            (b)    ESCROW PERIOD; DISTRIBUTION UPON TERMINATION OF ESCROW
PERIODS.  Subject to the following requirements, the Escrow Fund shall be in
existence immediately following the Closing and shall terminate at 5:00 p.m.,
California time, on the later to occur of (i) the first anniversary of the
Closing and (ii) [the final resolution of all claim, made by or on behalf of
Netsource and relating to the Netsource Agreement] (the "ESCROW PERIOD");
PROVIDED, that the Escrow Period shall not terminate with respect to such amount
(or some portion thereof), that together with the aggregate amount remaining in
the Escrow Fund is necessary  in the

                                -38-


reasonable judgment of Healtheon, subject to the objection of the 
Securityholder Agent and the subsequent arbitration of the matter in the 
manner provided in Section 7.2(f) hereof, to satisfy any unsatisfied claims 
concerning facts and circumstances existing prior to the termination of such 
Escrow Period specified in any Officer's Certificate delivered to the Escrow 
Agent prior to termination of such Escrow Period.  As soon as all such claims 
have been resolved, the Escrow Agent shall deliver to the Company, or its 
transferees, the remaining portion of the Escrow Fund not required to satisfy 
such claims.  Deliveries of Escrow Amounts to the Members of the Company 
pursuant to this Section 7.2(b) shall be made in proportion to their 
respective original contributions to the Escrow Fund.

            (c)    PROTECTION OF ESCROW FUND.  

                   (i)    The Escrow Agent shall hold and safeguard the Escrow
Fund during the Escrow Period, shall treat such fund as a trust fund in
accordance with the terms of this Agreement and not as the property of Healtheon
and shall hold and dispose of the Escrow Fund only in accordance with the terms
hereof.

                   (ii)   Any shares of Healtheon Common Stock or other equity
securities issued or distributed by Healtheon (including shares issued upon a
stock split) ("NEW SHARES") in respect of Healtheon Common Stock in the Escrow
Fund which have not been released from the Escrow Fund shall be added to the
Escrow Fund and become a part thereof.  New Shares issued in respect of shares
of Healtheon Common Stock which have been released from the Escrow Fund shall
not be added to the Escrow Fund but shall be distributed to the recordholders
thereof.  Cash dividends on Healtheon Common Stock shall not be added to the
Escrow Fund but shall be distributed to the recordholders thereof.

                   (iii)  The Company shall have voting rights with respect to
the shares of Healtheon Common Stock contributed to the Escrow Fund (and on any
voting securities added to the Escrow Fund in respect of such shares of
Healtheon Common Stock).

            (d)    CLAIMS UPON ESCROW FUND. 

                   (i)    Upon receipt by the Escrow Agent at any time on or
before the last day of the Escrow Period of a certificate signed by any officer
of Healtheon (an "OFFICER'S CERTIFICATE"): (A) stating that Healtheon has paid
or properly accrued or reasonably anticipates that it will have to pay or accrue
Losses, and (B) specifying in reasonable detail the individual items of Losses
included in the amount so stated, the date each such item was paid or properly
accrued, or the basis for such anticipated liability, and the nature of the
misrepresentation, breach of warranty or covenant to which such item is related,
the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof,
deliver to Healtheon out of the Escrow Fund, as promptly as practicable, shares
of Healtheon Common Stock held in the Escrow Fund in an amount equal to such
Losses.

                   (ii)   For the purposes of determining the number of shares
of Healtheon Common Stock to be delivered to Healtheon out of the Escrow Fund
pursuant to Section 7.2(d)(i) hereof, the value of the shares of Healtheon
Common Stock shall be deemed to be equal to $5.20 per share of Healtheon Common
Stock.

            (e)    OBJECTIONS TO CLAIMS.  At the time of delivery of any
Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate
shall be delivered to the Securityholder Agent and for a period of thirty (30)
days after such delivery, the Escrow Agent shall make no delivery to Healtheon
of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent
shall have received written authorization from the Securityholder Agent to make
such delivery.  After the expiration of such thirty (30) day period, the Escrow

                                     -39-


Agent shall make delivery of shares of Healtheon Common Stock from the Escrow
Fund in accordance with Section 7.2(d) hereof; PROVIDED, that no such payment or
delivery may be made if the Securityholder Agent shall object in a written
statement to the claim made in the Officer's Certificate, and such statement
shall have been delivered to the Escrow Agent prior to the expiration of such
thirty (30) day period.

            (f)    RESOLUTION OF CONFLICTS; ARBITRATION.

                   (i)    In case the Securityholder Agent shall so object in
writing to any claim or claims made in any Officer's Certificate, the
Securityholder Agent and Healtheon shall attempt in good faith to agree upon the
rights of the respective parties with respect to each of such claims.  If the
Securityholder Agent and Healtheon should so agree, a memorandum setting forth
such agreement shall be prepared and signed by both parties and shall be
furnished to the Escrow Agent.  The Escrow Agent shall be entitled to rely on
any such memorandum and distribute shares of Healtheon Common Stock from the
Escrow Fund in accordance with the terms thereof.

                   (ii)   If no such agreement can be reached after good faith
negotiation, either Healtheon or the Securityholder Agent may demand arbitration
of the matter unless the amount of the damage or loss is at issue in pending
litigation with a third party, in which event arbitration shall not be commenced
until such amount is ascertained or both parties agree to arbitration; and in
either such event the matter shall be settled by arbitration conducted by three
arbitrators.  Healtheon and the Securityholder Agent shall each select one
arbitrator, and the two arbitrators so selected shall select a third arbitrator.
The arbitrators shall set a limited time period and establish procedures
designed to reduce the cost and time for discovery while allowing the parties an
opportunity, adequate in the sole judgment of the arbitrators, to discover
relevant information from the opposing parties about the subject matter of the
dispute.  The arbitrators shall rule upon motions to compel or limit discovery
and shall have the authority to impose sanctions, including attorneys' fees and
costs, to the extent as a court of competent law or equity, should the
arbitrators determine that discovery was sought without substantial
justification or that discovery was refused or objected to without substantial
justification.  The decision of a majority of the three arbitrators as to the
validity and amount of any claim in such Officer's Certificate shall be binding
and conclusive upon the parties to this Agreement, and notwithstanding anything
in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in
accordance with such decision and make or withhold payments out of the Escrow
Fund in accordance therewith.  Such decision shall be written and shall be
supported by written findings of fact and conclusions which shall set forth the
award, judgment, decree or order awarded by the arbitrators.

                   (iii)   Judgment upon any award rendered by the arbitrators
may be entered in any court having jurisdiction.  Any such arbitration shall be
held in Santa Clara County, California under the rules then in effect of the
American Arbitration Association.  For purposes of this Section 7.2(f), in any
arbitration hereunder in which any claim or the amount thereof stated in the
Officer's Certificate is at issue, Healtheon shall be deemed to be the
Non-Prevailing Party in the event that the arbitrators award Healtheon less than
the sum of one-half (1/2) of the disputed amount plus any amounts not in
dispute; otherwise, the Members of the Company as represented by the
Securityholder Agent shall be deemed to be the Non-Prevailing Party.  The
Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of
each arbitrator, the administrative costs of the arbitration and the expenses,
including without limitation, reasonable attorneys' fees and costs, incurred by
the other party to the arbitration.

            (g)    SECURITYHOLDER AGENT OF THE MEMBERS; POWER OF ATTORNEY.

                                     -40-


                   (i)    In the event that the Asset Purchase is approved,
effective upon such vote, and without further act of any Member, Edward Fotsch,
M.D. shall be appointed as agent and attorney-in-fact (the "SECURITYHOLDER
AGENT") for the Company to give and receive notices and communications, to
authorize delivery to Healtheon of shares of Healtheon Common Stock from the
Escrow Fund in satisfaction of claims by Healtheon, to object to such
deliveries, to agree to, negotiate, enter into settlements and compromises of,
and demand arbitration and comply with orders of courts and awards of
arbitrators with respect to such claims, and to take all actions necessary or
appropriate in the judgment of Securityholder Agent for the accomplishment of
the foregoing.  Such agency may be changed by the Company from time to time upon
not less than thirty (30) days prior written notice to Healtheon; PROVIDED that
the Securityholder Agent may not be removed unless holders of a two-thirds
interest of the Escrow Fund agree to such removal and to the identity of the
substituted agent.  Any vacancy in the position of Securityholder Agent may be
filled by approval of the holders of a majority in interest of the Escrow Fund. 
No bond shall be required of the Securityholder Agent, and the Securityholder
Agent shall not receive compensation for his or her services.  Notices or
communications to or from the Securityholder Agent shall constitute notice to or
from the Company.

                   (ii)   The Securityholder Agent shall not be liable for any
act done or omitted hereunder as Securityholder Agent while acting in good faith
and in the exercise of reasonable judgment.  The Members of the Company and the
Company shall severally indemnify the Securityholder Agent and hold the
Securityholder Agent harmless against any loss, liability or expense incurred
without negligence or bad faith on the part of the Securityholder Agent and
arising out of or in connection with the acceptance or administration of the
Securityholder Agent's duties hereunder, including the reasonable fees and
expenses of any legal counsel retained by the Securityholder Agent.

            (h)    ACTIONS OF THE SECURITYHOLDER AGENT.  A decision, act,
consent or instruction of the Securityholder Agent shall constitute a decision
of the holders in interest in the Escrow Fund and shall be final, binding and
conclusive upon each of each such holder, and the Escrow Agent and Healtheon may
rely upon any such decision, act, consent or instruction of the Securityholder
Agent as being the decision, act, consent or instruction of each and every such
holder.  The Escrow Agent and Healtheon are hereby relieved from any liability
to any person for any acts done by them in accordance with such decision, act,
consent or instruction of the Securityholder Agent.

            (i)    THIRD-PARTY CLAIMS.  In the event Healtheon becomes aware of
a third-party claim which Healtheon believes may result in a demand against the
Escrow Fund, Healtheon shall notify the Securityholder Agent of such claim, and
the Securityholder Agent, as representative for the Company, shall be entitled,
at their expense, to participate in any defense of such claim.  Healtheon shall
have the right in its sole discretion to settle any such claim; PROVIDED,
HOWEVER, that except with the consent of the Securityholder Agent, no settlement
of any such claim with third-party claimants shall alone be determinative of the
amount of any claim against the Escrow Fund.  In the event that the
Securityholder Agent has consented to any such settlement, the Securityholder
Agent shall have no power or authority to object under any provision of this
Article VII to the amount of any claim by Healtheon against the Escrow Fund with
respect to such settlement.

            (j)    ESCROW AGENT'S DUTIES.

                   (i)    The Escrow Agent shall be obligated only for the
performance of such duties as are specifically set forth herein, and as set
forth in any additional written escrow instructions which the Escrow Agent may
receive after the date of this Agreement which are signed by an officer of
Healtheon and the Securityholder Agent, and may rely and shall be protected in
relying or refraining from acting on any instrument

                                 -41-



reasonably believed to be genuine and to have been signed or presented by the 
proper party or parties. The Escrow Agent shall not be liable for any act 
done or omitted hereunder as Escrow Agent while acting in good faith and in 
the exercise of reasonable judgment, and any act done or omitted pursuant to 
the advice of counsel shall be conclusive evidence of such good faith.

                   (ii)   The Escrow Agent is hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court of law,
notwithstanding any notices, warnings or other communications from any party or
any other person to the contrary.  In case the Escrow Agent obeys or complies
with any such order, judgment or decree of any court, the Escrow Agent shall not
be liable to any of the parties hereto or to any other person by reason of such
compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

                   (iii)  The Escrow Agent shall not be liable in any respect on
account of the identity, authority or rights of the parties executing or
delivering or purporting to execute or deliver this Agreement or any documents
or papers deposited or called for hereunder.

                   (iv)   The Escrow Agent shall not be liable for the
expiration of any rights under any statute of limitations with respect to this
Agreement or any documents deposited with the Escrow Agent.

                   (v)    In performing any duties under the Agreement, the
Escrow Agent shall not be liable to any party for damages, losses, or expenses,
except for gross negligence or willful misconduct on the part of the Escrow
Agent.  The Escrow Agent shall not incur any such liability for (A) any act or
failure to act made or omitted in good faith, or (B) any action taken or omitted
in reliance upon any instrument, including any written statement or affidavit
provided for in this Agreement that the Escrow Agent shall in good faith believe
to be genuine, nor will the Escrow Agent be liable or responsible for forgeries,
fraud, impersonations, or determining the scope of any representative authority.
In addition, the Escrow Agent may consult with the legal counsel in connection
with Escrow Agent's duties under this Agreement and shall be fully protected in
any act taken, suffered, or permitted by him/her in good faith in accordance
with the advice of counsel.  The Escrow Agent is not responsible for determining
and verifying the authority of any person acting or purporting to act on behalf
of any party to this Agreement.

                   (vi)   If any controversy arises between the parties to this
Agreement, or with any other party, concerning the subject matter of this
Agreement, its terms or conditions, the Escrow Agent will not be required to
determine the controversy or to take any action regarding it.  The Escrow Agent
may hold all documents and shares of Healtheon Common Stock and may wait for
settlement of any such controversy by final appropriate legal proceedings or
other means as, in the Escrow Agent's discretion, the Escrow Agent may be
required, despite what may be set forth elsewhere in this Agreement.  In such
event, the Escrow Agent will not be liable for damage.  Furthermore, the Escrow
Agent may at its option, file an action of interpleader requiring the parties to
answer and litigate any claims and rights among themselves.  The Escrow Agent is
authorized to deposit with the clerk of the court all documents and shares of
Healtheon Common Stock held in escrow, except all cost, expenses, charges and
reasonable attorney fees incurred by the Escrow Agent due to the interpleader
action and which the parties jointly and severally agree to pay.  Upon
initiating such action, the Escrow Agent shall be fully released and discharged
of and from all obligations and liability imposed by the terms of this
Agreement.

                   (vii)  The parties and their respective successors and
assigns agree jointly and severally to indemnify and hold Escrow Agent harmless
against any and all losses, claims, damages, liabilities, and

                               -42-



expenses, including reasonable costs of investigation, counsel fees, and 
disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent 
in connection with the performance of his/her duties under this Agreement, 
including but not limited to any litigation arising from this Agreement or 
involving its subject matter.

                   (viii) The Escrow Agent may resign at any time upon giving at
least thirty (30) days written notice to the parties; PROVIDED, HOWEVER, that no
such resignation shall become effective until the appointment of a successor
escrow agent which shall be accomplished as follows:  the parties shall use
their best efforts to mutually agree on a successor escrow agent within thirty
(30) days after receiving such notice.  If the parties fail to agree upon a
successor escrow agent within such time, the Escrow Agent shall have the right
to appoint a successor escrow agent authorized to do business in the State of
California.  The successor escrow agent shall execute and deliver an instrument
accepting such appointment and it shall, without further acts, be vested with
all the estates, properties, rights, powers, and duties of the predecessor
escrow agent as if originally named as escrow agent.  The Escrow Agent shall be
discharged from any further duties and liability under this Agreement.

            (k)    FEES.  All fees of the Escrow Agent for performance of its
duties hereunder shall be paid by Healtheon.  It is understood that the fees and
usual charges agreed upon for services of the Escrow Agent shall be considered
compensation for ordinary services as contemplated by this Agreement.  In the
event that the conditions of this Agreement are not promptly fulfilled, or if
the Escrow Agent renders any service not provided for in this Agreement, or if
the parties request a substantial modification of its terms, or if any
controversy arises, or if the Escrow Agent is made a party to, or intervenes in,
any litigation pertaining to this escrow or its subject matter, the Escrow Agent
shall be reasonably compensated for such extraordinary services and reimbursed
for all costs, attorney's fees, and expenses occasioned by such default, delay,
controversy or litigation.  Healtheon promises to pay these sums upon demand.

     7.3    INDEMNIFICATION BY HEALTHEON AND ACQUISITION SUB.

            (a)    SCOPE OF INDEMNIFICATION.  Subject to the limitations set
forth in this Section 7.3, Healtheon will indemnify and hold harmless for any
Losses (as defined in Section 7.2(a) above) incurred by the Company directly or
indirectly as a result of any inaccuracy or breach of a representation or
warranty of Healtheon or Acquisition Sub contained in Article III herein (as
modified by the Healtheon and Acquisition Sub Schedules), or any failure by
Healtheon or Acquisition Sub to perform or comply with any covenant contained
herein.  Healtheon and the Company each acknowledge that such Losses, if any,
would relate to unresolved contingencies existing at the Closing, which if
resolved at the Closing would have led to an increase in the aggregate Asset
Purchase consideration.  Nothing herein shall limit the liability of the
Healtheon for any breach of any representation, warranty or covenant if the
Asset Purchase does not close.   The indemnification provisions in this
Section 7.3 shall be the sole remedy and recourse of the Company against
Healtheon or any of its respective directors, officers, representatives, agents,
shareholders or subsidiaries for any Losses incurred by such Indemnified
Members; PROVIDED, HOWEVER, that nothing herein shall limit any remedy for
fraud.

            (b)    LIMITATION OF LIABILITY.  The maximum aggregate liability of
Healtheon with respect to the indemnification provided in this Section 7.3 shall
be limited solely to the number of newly issued shares of Healtheon Common Stock
equal to the Escrow Amount.  Healtheon shall not be obligated to issue any
shares of Healtheon Common Stock to the Company unless and until the
Securityholder Agent, on behalf of the Company, delivers a certificate
("SECURITYHOLDER CERTIFICATE") that identifies Losses, the aggregate amount of
which exceed $50,000; in such case, the Company shall be entitled to shares of
Healtheon Common Stock for the total of its Losses, including the first $50,000.

                                 -43-


            (c)    PROCEDURE FOR INDEMNIFICATION.  The Company shall give
written notice to Healtheon of its claim for indemnification as promptly as
practicable whenever the Securityholder Agent shall have determined that there
are facts or circumstances which render or would reasonably and forseeably
render Healtheon liable for indemnification under this Section 7.3; PROVIDED,
HOWEVER, that the failure to give a timely notice of a claim for indemnification
shall not limit the indemnification obligations of Healtheon. The notice shall
set forth in reasonable detail the basis for the claim, the nature of the Losses
and the monetary amount thereof. 

            (d)    VALUE OF HEALTHEON COMMON STOCK.  For the purposes of
determining the number of shares of Healtheon Common Stock to be delivered to
the Company in satisfaction of Healtheon's indemnity obligations under this
Section 7.3, the value of the shares of Healtheon Common Stock shall be deemed
to be $5.20 per share of Healtheon Common Stock.

            (e)    THIRD-PARTY BENEFICIARY.  Each of the parties to this
Agreement specifically intends that the benefits of the indemnification
provisions of this Section 7.3 shall accrue to the Company and that the Company
and its authorized representatives shall be entitled to take any necessary
action to enforce the remedy set forth in this Section 7.3.     


                                     ARTICLE VIII

                          TERMINATION, AMENDMENT AND WAIVER

     8.1    TERMINATION.  Except as provided in Section 8.2 below, this
Agreement may be terminated and the Asset Purchase abandoned at any time prior
to the Closing:

            (a)    by mutual consent of the Company and Healtheon;

            (b)    by Healtheon or the Company if:  (i) the Closing has not
occurred before 5:00 p.m. (Pacific time) on August 15, 1998 (provided that the
right to terminate this Agreement under this clause 8.1(b)(i) shall not be
available to any party whose willful failure to fulfill any obligation hereunder
has been the cause of, or resulted in, the failure of the Closing to occur on or
before such date); (ii) there shall be a final nonappealable order of a federal
or state court in effect preventing consummation of the Asset Purchase; or
(iii) there shall be any statute, rule, regulation or order enacted, promulgated
or issued or deemed applicable to the Asset Purchase by any governmental entity
that would make consummation of the Asset Purchase illegal; 

            (c)    by Healtheon if there shall be any action taken, or any
statute, rule, regulation or order enacted, promulgated or issued or deemed
applicable to the Asset Purchase, by any Governmental Entity, which would:  (i)
prohibit Healtheon's or the Company's ownership or operation of all or any
portion of the business of the Company or (ii) compel Healtheon or the Company
to dispose of or hold separate all or a portion of the business or assets of the
Company or Healtheon as a result of the Asset Purchase;

            (d)    by Healtheon if it is not in material breach of its
obligations under this Agreement and there has been a breach of any
representation, warranty, covenant or agreement contained in this Agreement on
the part of the Company and (i) such breach has not been cured within five (5)
business days after written notice to the Company (provided that, no cure period
shall be required for a breach which by its nature cannot be cured), and (ii) as
a result of such breach the conditions set forth in Section 6.3(a) or 6.3(b), as
the case may be, would not then be satisfied; or

                               -44-


            (e)    by the Company if it is not in material breach of its
obligations under this Agreement and there has been a breach of any
representation, warranty, covenant or agreement contained in this Agreement on
the part of Healtheon or Acquisition Sub and (i) such breach has not been cured
within five (5) business days after written notice to Healtheon (provided that,
no cure period shall be required for a breach which by its nature cannot be
cured), and (ii) as a result of such breach the conditions set forth in Section
6.2(a) or 6.2(b), as the case may be, would not then be satisfied.

Where action is taken to terminate this Agreement pursuant to this Section 8.1,
it shall be sufficient for such action to be authorized by the Board of
Directors (as applicable) of the party taking such action.

     8.2    EFFECT OF TERMINATION.  In the event of termination of this
Agreement as provided in Section 8.1, this Agreement shall forthwith become void
and there shall be no liability or obligation on the part of Healtheon,
Acquisition Sub or the Company, or their respective officers, directors,
shareholders or Members; PROVIDED, that each party shall remain liable for any
breaches of this Agreement prior to its termination; and PROVIDED FURTHER, that,
the provisions of Sections 5.3 and 5.4 and Article VIII of this Agreement shall
remain in full force and effect and survive any termination of this Agreement.

     8.3    AMENDMENT.  Except as is otherwise required by applicable law after
the Members of the Company approve this Agreement, this Agreement may be amended
by the parties hereto at any time by execution of an instrument in writing
signed on behalf of each of the parties hereto.

     8.4    EXTENSION; WAIVER.  At any time prior to the Closing, Healtheon and
Acquisition Sub, on the one hand, and the Company, on the other, may, to the
extent legally allowed, (i) extend the time for the performance of any of the
obligations of the other party hereto, (ii) waive any inaccuracies in the
representations and warranties made to such party contained herein or in any
document delivered pursuant hereto, and (iii) waive compliance with any of the
agreements or conditions for the benefit of such party contained herein.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party.


                                      ARTICLE IX

                                  GENERAL PROVISIONS

     9.1    NOTICES.  All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

            (i)    if to Healtheon or Acquisition Sub, to:

                   Healtheon Corporation
                   4600 Patrick Henry Drive
                   Santa Clara, CA  95054
                   Attention:  W. Michael Long
                   Telephone No.:  (408) 876-5000
                   Facsimile No.: (408) 876-5010

                              -45-


                   with a copy to:

                   Wilson Sonsini Goodrich & Rosati, P.C.
                   650 Page Mill Road
                   Palo Alto, California 94304
                   Attention:  Steven E. Bochner, Esq.
                   Telephone No.:  (650) 493-9300
                   Facsimile No.:  (650) 493-6811

            (ii)   if to the Company, to:

                   Metis, LLC
                   444 Spear Street, Suite 205
                   San Francisco, CA  94105
                   Attention: Edward Fotsch, M.D.
                   Telephone No.:  (415) 537-7400
                   Facsimile No.: (415) 357-5919

                   with a copy to:
                   
                   Cooley Godward LLP
                   One Maritime Plaza, 20th Floor
                   San Francisco, CA  94111
                   Attention: Peter M. Wong
                   Telephone No.:  (415) 693-2198
                   Facsimile No.:  (415) 951-3699

            (c)    if to the Securityholder Agent:

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

            (d)    if to the Escrow Agent:

                   U.S. Bank Trust National Association

                   San Francisco, CA
                   Attention:  Cora Murphy
                   Telephone No.:  (415) 273-4534
                   Facsimile No.:  (415) 273-4593

     9.2    INTERPRETATION.  The words "include," "includes" and "including"
when used herein shall be deemed in each case to be followed by the words
"without limitation."  The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

                                -46-



     9.3    COUNTERPARTS.  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 counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.


     9.4    TRANSFER TAXES.  The Company shall pay all real property transfer
Taxes, sales Taxes, stock transfer Taxes, documentary stamp Taxes, recording
charges and other similar Taxes resulting from, arising under or in connection
with the transfer of the Purchased Assets or any other related transaction under
the Agreement.

     9.5    ENTIRE AGREEMENT; ASSIGNMENT.  This Agreement, the Schedules and
Exhibits hereto, and the documents and instruments and other agreements among
the parties hereto referenced herein:  (a) constitute the entire agreement among
the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof; (b) are not intended to confer upon any
other person any rights or remedies hereunder; and (c) shall not be assigned by
operation of law or otherwise except as otherwise specifically provided, except
that Healtheon and Acquisition Sub may assign their respective rights and
delegate their respective obligations hereunder to their respective affiliates;
PROVIDED, that such affiliates agree to be bound by the terms hereof, including
without limitation, the provisions of 6.3(k) hereof.

     9.6    SEVERABILITY.  In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto.  The parties further agree to
replace such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.

     9.7    OTHER REMEDIES.  Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

     9.8    GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Each of the parties hereto agrees that process may be served upon them in any
manner authorized by the laws of the State of California for such persons and
waives and covenants not to assert or plead any objection which they might
otherwise have to such jurisdiction and such process.

     9.9    RULES OF CONSTRUCTION.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     9.10   SPECIFIC PERFORMANCE.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to

                               -47-



prevent breaches of this Agreement and to enforce specifically the terms and 
provisions hereof in any court of the United States or any state having 
jurisdiction, this being in addition to any other remedy to which they are 
entitled at law or in equity.


                                 -48-




     IN WITNESS WHEREOF, Healtheon, Acquisition Sub and the Company and, with
respect to Article VII, the Securityholder Agent and Escrow Agent, have caused
this Agreement to be signed by their duly authorized respective officers and
representatives, all as of the date first written above.

METIS, LLC                                     HEALTHEON CORPORATION


By:  /s/ Edward Fotsch                         By:    /s/ W. Michael Long  
     -----------------------------                    -------------------------
     Name:                                            Name:
     Title:                                           Title:



SECURITYHOLDER AGENT:                          METIS ACQUISITION CORP.



By:  /s/ Edward Fotsch                         By:    /s/ W. Michael Long  
     ----------------------------                     -------------------------
     Name:                                            Name:
                                                      Title:



ESCROW AGENT


By:  /s/ Ann Gadsby                                          
     ----------------------------
     Name: Ann Gadsby
     Title: Vice President




                           ***ASSET PURCHASE AGREEMENT***