{"id":42248,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-and-cross-promotion-agreement-microsoft-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-and-cross-promotion-agreement-microsoft-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distribution-and-cross-promotion-agreement-microsoft-corp-and.html","title":{"rendered":"Distribution and Cross Promotion Agreement – Microsoft Corp and WebMD Inc."},"content":{"rendered":"
    \n\n                                DISTRIBUTION AND\n                           CROSS PROMOTION AGREEMENT\n\n         This DISTRIBUTION AND CROSS PROMOTION AGREEMENT (\"Agreement\"), by and\nbetween MICROSOFT CORPORATION (\"Microsoft\"), a Washington corporation with its\nprincipal offices at One Microsoft Way, Redmond, WA 98052, WEBTV NETWORKS, INC.\n(\"WebTV\"), a California corporation and a wholly-owned subsidiary of the\nMicrosoft Corporation, 1250 Charleston Avenue, Mt. View, CA 94043, MSNBC\nINTERACTIVE NEWS, L.L.C. (\"MSNBC\"), a Delaware limited liability company, with\nits principal office at One Microsoft Way, Redmond, WA 98052-6399; and WEBMD,\nINC. (\"WebMD\"), a Georgia corporation with its principal offices at 400 The\nLenox Building, 3399 Peachtree Road NE Atlanta, Georgia 30326 is made and\nentered into as of the later of the two signature dates (\"Execution Date\")\nbelow and shall be effective as of May 6, 1999 (the \"Effective Date\").\n\n                                    RECITALS\n\n         WHEREAS, WebMD owns and operates a network of sites on the World Wide\nWeb currently titled \"WebMD,\" with a home page currently located at\nhttp:\/\/www.webmd.com, which site is devoted to providing individuals,\nhealthcare providers, and others with a comprehensive range of\nhealthcare-related information and services;\n\n         WHEREAS, the WebMD Site is currently divided into a freely accessible\nsection aimed at individuals seeking healthcare information for themselves and\nfamily members, and a subscription-based section containing healthcare\ninformation and services targeted at physicians;\n\n         WHEREAS, Microsoft owns and operates a network of Web sites currently\ntitled \"MSN,\" with a home page currently located at http:\/\/www.msn.com, which\nnetwork includes a variety of topic-specific offerings;\n\n         WHEREAS, the parties desire to develop a new topic-specific offering\nfor MSN, WebTV and MSNBC on health-related issues incorporating content from\nthe WebMD Consumer Site (as defined below);\n\n         WHEREAS, the parties further desire to provide various links between\npages located on the MSN, WebTV, and MSNBC health channels and other MSN,\nWebTV, and MSNBC sites and pages, to pages located on the WebMD Site (including\nwithout limitation the Medical Professionals Section (as defined below)), and\nvice versa;\n\n         WHEREAS, the parties further desire to set forth the terms under which\nMicrosoft will sponsor a fixed number of membership subscriptions to the\nMedical Professionals Section of the WebMD Site, and WebMD will share certain\nrevenues generated by the Medical Professionals Section of the WebMD Site; and\n\n         WHEREAS, the parties also desire to promote certain of each other's\nproducts and services and a broad technology platform for providing healthcare\nrelated information and services.\n\n\n         NOW, THEREFORE, in consideration of the mutual promises set forth\nherein, the parties hereby agree as follows:\n\n1.       DEFINITIONS\n\n         1.1      \"MSN HEALTH SECTION\" shall mean internet web pages containing\nhealth-related information and services for consumers which is to be located at\nhttp:\/\/www.health.msn.com or such other similar or replacement universal\nresource locator (\"URL\") which Microsoft may determine from time to time in its\nsole discretion. The MSN Health Section may be titled the \"MSN Health Channel\"\nor such other name as Microsoft may in its sole discretion determine.\n\n\n                                       1\n>PAGE>   2\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         1.2      \"SPECIFICATIONS\" shall mean the content specifications\n(\"Content Specifications\") and the technical specifications (\"Technical\nSpecifications\") for the Health Channel attached hereto as Exhibits A-1 and\nA-2, respectively, and any modifications thereto that are made in accordance\nwith Section 2.1 below. With respect to the WebTV Health Channel and the MSNBC\nHealth Section, as discussed in Section 3.1 below, the Specifications shall\nmean the relevant provisions of Exhibits A-1 and A-2 (as identified in Section\n3.1), together with any other Specifications provided by WebTV and MSNBC,\nrespectively.\n\n         1.3      \"NETWORK FRAMEWORK\" shall mean the page formatting\nrequirements provided in the SDK, and the In Service Promotion Box, whether or\nnot included in such SDK. The Network Framework shall also include all\nnecessary coding for ad-serving, whether or not included in the SDK.\n\n         1.4      \"MSN.COM SOFTWARE DEVELOPMENT KIT\" OR \"SDK\" shall mean the\nsoftware development kit provided by Microsoft to WebMD and other licensed MSN\nweb site developers containing the Network Framework and other information and\nmaterials necessary for WebMD and such other developers to distribute their\ncontent within MSN, including all revisions, upgrades, updates, and new\nversions of such SDK. This definition shall include similar SDKs provided by\nWebTV and\/or MSNBC for the WebTV Health Channel and MSNBC Health Section,\nrespectively, as discussed in Section 3.1 below.\n\n         1.5      \"IN SERVICE PROMOTION BOX\" shall mean the promotional box\nfeatured on each page within MSN that contains a rotating promotional link to\nother content within MSN. An example of the current In Service Promotion Box is\nattached hereto as Exhibit B.\n\n         1.6      \"USER INFORMATION\" shall mean both Aggregate Information and\nPersonal Information pertaining to an end user (\"User\").\n\n         1.7      \"AGGREGATE INFORMATION\" shall mean information that describes\nthe habits, usage patterns and\/or demographics of Users as a group but does not\nindicate the identity of any particular User, and information about an\nindividual User presented in a form distinguishable from information relating\nto other Users but not in a form that enables the recipient to personally\nidentify any User.\n\n         1.8      \"PERSONAL INFORMATION\" shall mean information about a User\npermitting such User to be specifically identified and may include, but not be\nlimited to (i) User name, (ii) User email or postal address, and the (iii)\nUser's personally identifying transaction data. In no event, however, shall\nPersonal information include confidential health care information regulated by\nfederal or state law.\n\n         1.9      \"MSN YELLOW PAGES\" shall mean that section of the MSN Site\n(currently contained within and served by MSN Sidewalk) that provides end users\nwith a directory listing of certain contact and business information (e.g.,\naddresses, phone numbers) for certain companies, and professionals, including\nwithout limitation physicians, pharmacies, nutrition centers, other healthcare\nrelated businesses, etc.\n\n         1.10     \"ADVERTISING\" shall mean advertising, promotions,\nsponsorships, ecommerce distribution opportunities and all other revenue\ngenerating placements and services (\"Advertising\").\n\n         1.11     \"MICROSOFT TECHNOLOGY PLATFORM\" shall mean those Microsoft\ntechnologies that are recommended pursuant to the MCS Agreement (as defined in\nSection 4 below), which may include one or more of the following technologies:\nMicrosoft BackOffice and any of its components, Windows NT Server, SQL Server,\nCommerce Server, Site Server, Microsoft Windows Media Player, Microsoft\nInternet Explorer, MSN Messenger Service, Microsoft Outlook and Outlook Express\nfor an email client or other such appropriate Microsoft email technology\n(except as prevented by existing contracts as of the Execution Date), including\nany updates and upgrades thereto released during the term.\n\n         1.12     \"MICROSOFT REVENUE\" shall mean all recognized net revenue\n(i.e., gross revenue less any direct product costs, as applicable) earned and\nbilled during the Term of this Agreement, (i) that is received by Microsoft\nfrom (a) Advertising on the MSN Health Section including any and all localized\nversions of the MSN Health\n\n\n                                       2\n>PAGE>   3\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nSection for which WebMD is providing a Localized Health Channel pursuant to\nSection 2.3 below, (b) transactions or placements in the health shopping area\nof MSN Shopping (based on the proportion of traffic coming from the MSN Health\nSection) and (c) Advertising placed\/sold by Microsoft on the WebMD Site as\nprovided in this Agreement; (ii) that is received by MSNBC from Advertising on\nthe MSNBC Health Section including any and all localized versions of the MSNBC\nfor which WebMD is providing localized healthcare related information for\nconsumers pursuant to Section 2.3 below; and (iii) that is received by WebTV\nfrom Advertising on a WebTV Health Channel. In the case of contracts that\ninclude elements outside the MSN Health Section, MSNBC Health Section, and\/or\nWebTV Health Channel, Microsoft Revenue shall include the share of revenue\nreceived by Microsoft that is attributable to the relevant MSN Health Section,\nMSNBC Health Section, and\/or WebTV Health Channel.\n\n         1.13     \"WEBMD CONSUMER SITE\" shall mean that part of the WebMD Web\nsite currently located at the URL http:\/\/www.webmd.com or any successor site(s)\nthereof which is directed at a consumer market.\n\n         1.14     \"WEBMD SITE\" shall mean the WebMD Web site currently located\nat the URL http:\/\/www.webmd.com or any successor site(s) thereof, including but\nnot limited to the WebMD Consumer Site, the Medical Professionals Section, any\nand all Localized WebMD Sites (as defined in Section 2.3(c)(ii) below).\n\n         1.15     \"MEDICAL PROFESSIONALS SECTION\" shall mean that part of the\nWebMD Site currently located at the URL http:\/\/www.webmd.com or any successor\nsite(s) thereof that targets medical professionals, including without\nlimitation the Non-Health Related Section and the Health Related Section. As of\nthe Effective Date, the Medical Professionals Section targets medical\nphysicians, but the Medical Professionals Section shall also include comparable\nWebMD Site pages targeted at other specific sectors of the professional medical\ncommunity (e.g., nurses, dentists).\n\n         1.16     \"MSN SITE\" shall mean all web sites in the msn.com domain.\n\n         1.17     \"HOUSE ADVERTISING INVENTORY\" shall mean the specific amount\nof regular advertising inventory on the MSN Site, or on the Link Exchange\nnetwork of sites, for which Microsoft owns or controls the advertising\ninventory, that is specifically set aside by Microsoft to promote\ntopic-specific areas and other features of the MSN Site, and all inventory\nspecially created for this purpose. For example, as of the Effective Date,\nHouse Advertising Inventory includes the In Service Promotion Box, blue banner\nat the top of the MSN Site home page, and the \"Today on MSN\" module. As of the\nEffective Date, Microsoft estimates that House Advertising Inventory comprises\napproximately 10% of the total advertising inventory on the MSN Site and on the\nLink Exchange network of sites, for which Microsoft owns or controls the\nadvertising inventory. The parties acknowledge and agree, however, that such\npercentage may increase or decrease during the Term of this Agreement, and that\nMicrosoft is not bound to maintain the House Advertising Inventory at any\nparticular percentage of the total advertising inventory.\n\n         1.18     \"NON-HEALTH RELATED SECTION\" shall mean that part(s) of the\nMedical Professionals Section designed to present to End User Members offers,\nservices and information, currently of a non-health-related type, which part\n(a) is currently called \"My Desk\" and previously was called \"the Lounge,\" but\nmay be called by other names during the course of this Agreement, and (b) may\ninclude multiple parts of the Medical Professionals Section without limitation.\n\n         1.19     \"HEALTH RELATED SECTION\" shall mean that part(s) of the\nMedical Professionals Section designed to present to End User Members\nhealth-related resource and reference materials, offers, services and\ninformation, which part (a) is currently called the \"Health Related Section,\"\nbut may be called by other names during the course of this Agreement, and (b)\nmay include multiple parts of the Medical Professionals Section without\nlimitation.\n\n         1.20     \"HEALTH CHANNEL\" shall mean internet web pages containing\nhealth-related information and services for consumers, which Health Channel is\nto be developed and managed between the parties pursuant to the terms of this\nAgreement, and shall at all times during the Term provide the content for\napproximately eighty percent (80%) of the sections on the MSN Health Section,\nsubject to the following: such percentage may be increased at any time by\nMicrosoft in its sole discretion but may only be decreased by mutual agreement\nof the parties. International versions of the Health Channel that are\nauthorized under Section 2.3 of this Agreement may appear\n\n\n                                       3\n>PAGE>   4\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nwithin different URLs and names than those contained in the definition of the\nMSN Health Section, as determined by Microsoft in its sole discretion.\n\n         1.21     \"YEAR\" shall mean a twelve month period. For purposes of this\nAgreement, Year 1 shall mean the twelve month period commencing on the\nEffective Date, Year 2 shall mean the twelve month period commencing on the\nfirst year anniversary of the Effective Date, Year 3 shall mean the twelve\nmonth period commencing on the second anniversary of the Effective Date, and so\non.\n\n         1.22     \"WEBMD BASIC MEMBERSHIPS\" means any subscription entered into\nby a registered End User Member to access the Medical Professionals Section.\nThe term \"WebMD Basic Memberships\" does not include any subscription offerings\nthat do not include access to the Medical Professionals Section.\n\n         1.23     \"WEBMD MEMBERSHIP MONTH\" means one month of a WebMD Basic\nMembership entered into by an End User Member.\n\n         1.24     \"MICROSOFT-SPONSORED WEBMD MEMBERSHIPS\" means each WebMD\nMembership Month that Microsoft sponsors pursuant to the terms of this\nAgreement. Microsoft-sponsored WebMD Memberships shall not include any WebMD\nMembership Months under a WebMD Membership that has been cancelled, terminated,\nor remained inactive during any four months period of the membership.\n\n         1.25     \"BASE MEMBERSHIP FEE\" shall mean the lesser of (i) $29.95 per\nmonth or (ii) the lowest rate that WebMD offers WebMD Memberships to any other\nthird party (including without limitation to other third party sponsors) during\nthe Term of this Agreement.\n\n         1.26     \"END USER MEMBERS\" means end users who access the Medical\nProfessionals Section of the WebMD Site.\n\n         1.27     \"WEBMD ADVERTISING\/SPONSORSHIP REVENUES\" means all recognized\nrevenue earned and billed during the Term of this Agreement that is received by\nWebMD from advertising, promotions, sponsorships and any other\nrevenue-generating placements or services, excluding Upsell Revenues and\nexcluding E-Commerce Revenues, on the Medical Professionals Section of the\nWebMD Site and on any third party branded and\/or co-branded versions of the\nMedical Professionals Section or any successor site(s).\n\n         1.28     \"WEBMD UPSELL REVENUES\" means all recognized net revenue\n(i.e., gross revenue less any direct product costs other than costs of\ndistribution) earned and billed during the Term of this Agreement, excluding\nE-Commerce Revenue, (a) that is received by WebMD from the sale of WebMD Basic\nMemberships for the Medical Professionals Section of the WebMD Site and for any\nthird party branded and\/or co-branded versions of the Medical Professionals\nSection or any successor site(s), excluding the Base Membership Fee, and (b)\nthat is received by WebMD from the sale of WebMD offerings or WebMD services\nthat are not provided as part of the WebMD Basic Membership such as for\nexample, WebMD OnCall, Virtual Receptionist Minutes, Transcription Services,\nand any other value-added services excluded from the WebMD Basic Membership for\nthe Medical Professionals Section of the WebMD Site and for any third party\nbranded and\/or co-branded versions of the Medical Professionals Section or any\nsuccessor site(s).\n\n         1.29     \"WEBMD E-COMMERCE REVENUES\" means all recognized net revenue\n(i.e., gross revenue less any direct product costs other than costs of\ndistribution) earned and billed during the Term of this Agreement that is\nreceived by WebMD from electronic commerce distribution opportunities and\nelectronic commerce service offerings on the Medical Professionals Section of\nthe WebMD Site and on any third party branded and\/or co-branded versions of the\nMedical Professionals Section or any successor site(s). WebMD E-Commerce\nRevenues include, without limitation, revenues generated from EDI transactions,\ncommunication of lab results, medical records, and clinical reports, as well as\nsales of medical supplies, pharmaceuticals and nutraceuticals.\n\n\n                                       4\n>PAGE>   5\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n2.       HEALTH CHANNEL REQUIREMENTS AND RELATIONSHIP WITH MSN HEALTH SECTION\n\n\n         2.1      DEVELOPMENT AND MAINTENANCE. WebMD shall develop, maintain,\nand host the Health Channel and the home page of the MSN Health Section in\naccordance with this Section 2 and the Specifications. Further, WebMD's\ndevelopment, maintenance, hosting, servicing, support and all other activities\nwith respect to the Health Channel (including without limitation those versions\nof the Health Channel provided to WebTV and MSNBC) and the home page of the MSN\nHealth Section, and the content, materials, features, technology or services\nincluded therein or associated therewith, shall at all times be equal or\nsuperior to that (a) of the WebMD Site, (b) to that received from WebMD by\nother WebMD co-branded channels, and (c) to that received by any third party to\nwhom WebMD provides similar content, materials, features, technology or\nservices.\n\n\n                  (A)    LAUNCH. The parties agree to cooperate in good faith\n         to create a \"transition page\" that will be available within\n         forty-eight (48) hours following the Effective Date so that users may\n         access the WebMD Site from the MSN Site. WebMD agrees to launch (i.e.\n         make available to the public) the Health Channel no later than the\n         earlier of July 1, 1999 or the launch of any other health-related\n         content, features or services on behalf of any third party (except\n         content provided to Lycos pursuant to a contract in effect as of the\n         Execution Date), and that upon such launch each page in the first two\n         levels of the Health Channel shall incorporate the Network Frameworks\n         in accordance with the Technical Specifications. WebMD further agrees\n         that within seventy five (75) days following the Effective Date and\n         thereafter during the Term of this Agreement, all pages on all levels\n         within the Health Channel shall incorporate the Network Frameworks in\n         accordance with the Technical Specifications and shall otherwise\n         comply with the Specifications.\n\n                  (B)    MODIFYING THE SPECIFICATIONS. The Content\n         Specifications may be modified by mutual agreement of the parties,\n         which agreement shall not be unreasonably withheld by any party. WebMD\n         shall implement any such modifications pursuant to a schedule agreed\n         upon by the parties. The parties agree to review the Content\n         Specifications at least quarterly to assess the quality and\n         competitiveness of and overall strategy for the Health Channel. The\n         first such review shall occur within thirty (30) days following the\n         Effective Date. The Technical Specifications may be modified pursuant\n         to Exhibit A-2 and otherwise by mutual agreement of the parties, which\n         agreement shall not be unreasonably withheld by any party.\n\n                  (C)    MICROSOFT OVERSIGHT AND CONTENT.\n\n                         (I)    Microsoft has the right, in its sole\n                  discretion, to require WebMD to remove content from the\n                  Health Channel. In the event that Microsoft determines in its\n                  sole discretion that the presence of certain content on the\n                  Health Channel poses an immediate concern, WebMD shall remove\n                  such content within twenty-four hours of Microsoft's written\n                  request. Where Microsoft does not consider content to pose an\n                  immediate concern, but nonetheless determines, in its sole\n                  discretion, that content should be removed, WebMD shall\n                  remove such content within such longer period of time as\n                  Microsoft reasonably determines is appropriate.\n\n                         (II)   Microsoft may request that WebMD cover certain\n                  topics, content, features, events or other areas or material\n                  on the Health Channel. If Microsoft makes such a request in\n                  writing, WebMD shall respond within ten (10) business days\n                  whether WebMD desires to provide such content, features,\n                  events or other areas or material. If WebMD agrees to provide\n                  such topics, content, features, events or other areas or\n                  material, WebMD shall incorporate such topics, content,\n                  features, events or other areas or material into the Health\n                  Channel as soon as commercially reasonable following such\n                  agreement but in no event within more than forty-five (45)\n                  days from the time it agrees to provide such topics, content,\n                  features, events or other areas or material. If WebMD\n                  declines to provide the topics, content, features, events or\n                  other areas or material or fails to provide it within the\n                  requisite amount of time, then Microsoft shall be free to\n                  provide the topics, content, features, events or other areas\n                  or material (either directly or through a third party), and\n\n\n                                       5\n>PAGE>   6\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  WebMD shall cooperate with Microsoft to incorporate such\n                  topics, content, features, events or other areas or material\n                  into the Health Channel within ten (10) business days of\n                  Microsoft's providing the topics, content, features, events\n                  or other areas or material to WebMD for incorporation or such\n                  other reasonable period of time as the parties mutually\n                  agree. In addition to the foregoing, WebMD shall incorporate\n                  any legal or other notices onto the Health Channel that\n                  Microsoft in its sole discretion considers necessary, within\n                  twenty-four (24) hours of Microsoft's written request. The\n                  parties shall meet on a regular basis, but in no event less\n                  frequently than once each calendar quarter to discuss the\n                  Health Channel and the WebMD Site, provided that the first\n                  such meeting shall take place no later than twenty (20)\n                  business days from the Execution Date, and further provided\n                  that in addition to any other obligations it has to\n                  Microsoft, WebMD shall use reasonable efforts to incorporate\n                  into the Health Channel any topics, content, features, events\n                  or other areas or material etc. that Microsoft suggests\n                  during such meetings according to the same schedule as is set\n                  forth above in this Section.\n\n                         (III)  Recognizing the importance of maintaining the\n                  strength, market presence, integrity and positive user\n                  experience of the Health Channel, WebMD will consult with\n                  Microsoft before removing or modifying any material topics,\n                  content, features, events or other areas or material on the\n                  Health Channel.\n\n                         (IV)   Further, subject to the terms of this\n                  Agreement, including but not limited to this Section 2.1 and\n                  the Dispute Mechanism set out in Exhibit A-1(2), if WebMD has\n                  included a section for a particular topic as part of the\n                  Health Channel, then Microsoft shall not include a section\n                  covering the same topic in the non-Health Channel portion of\n                  the MSN Health Section. In addition, if Microsoft has\n                  included a section for a particular topic in the non-Health\n                  Channel portion of the MSN Health Section then, subject to\n                  any contracts in existence between Microsoft and any third\n                  party concerning the provision of such section or any part\n                  thereof, in the event that WebMD later proposes providing a\n                  section for such topic as part of the Health Channel,\n                  Microsoft and WebMD shall use commercially reasonable efforts\n                  to combine Microsoft's existing section and WebMD's proposed\n                  section so that they are offered as one, or alternatively if\n                  mutually agreed between the parties replace Microsoft's\n                  section with WebMD's section. Finally, at Microsoft's request\n                  and discretion, WebMD may provide content, features,\n                  technology, or services, etc. to Microsoft for inclusion in\n                  the non-Health Channel Section of the MSN Health Section in a\n                  way that distinguishes it from those included in the Health\n                  Channel.\n\n                  (D)    ADVERTISING\/REVENUE GENERATION SPACE. The Health\n         Channel shall include Advertising space as specified in the\n         Specifications and\/or Network Frameworks. In addition, WebMD shall\n         accommodate all requests from Microsoft for additional Advertising\n         space on the Health Channel to support the goal of revenue\n         maximization, and shall implement such requests as soon as reasonable.\n\n                  (E)    MSNBC CONTENT. WebMD shall include that health news\n         and editorial that is provided to WebMD by MSNBC, on all versions of\n         the Health Channel. Unless otherwise specified by MSNBC and Microsoft,\n         MSNBC shall be the sole provider of health news and editorial that is\n         provided on the Health Channel.\n\n         2.2      BRANDING. The Health Channel shall include a joint credit\nimmediately below the Network Framework header but otherwise at the top of the\npage, on all Web pages included within the Health Channel, which credit shall\nread Health Channel \"by WebMD\" or such other word or words as are mutually\napproved by the parties, and shall be at least as prominent as the Microsoft\nbranding appearing in the Network Framework header. All use of Microsoft's\nnames, brands (including without limitation MSN) or logo(s) as may be\nauthorized by Microsoft under this Agreement shall be in accordance with the\ntrademark License granted in Section 11 of this Agreement and\/or the Logo\nGuidelines (attached as Exhibit D), as appropriate.\n\n\n\n                                       6\n>PAGE>   7\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         2.3      INTERNATIONAL DISTRIBUTION OF THE HEALTH CHANNEL.\n\n                  (A)    NEW MARKETS PROVIDED BY WEBMD.\n\n                         (I)    In the event that WebMD seeks to create\n                  localized health-related content for consumers, for a topic\n                  specific, front page offering on local MSN portals\n                  (\"Localized Health Channel\") in a given market, WebMD shall\n                  submit written notice (\"New Market Notice\") of same to the\n                  appropriate Microsoft contact, as designated by Microsoft,\n                  which New Market Notice shall include a detailed description\n                  of WebMD's plans for such market. The market identified in\n                  such WebMD notice shall be deemed a \"Targeted Market.\"\n                  Microsoft agrees that, subject to (A) the terms of contracts\n                  existing as of the Execution Date, (B) the provisions of this\n                  Section 2.3, and\/or (C) a determination by Microsoft that the\n                  proposal described in the New Market Notice is not\n                  commercially reasonable for the given market (but in no\n                  event, however, shall Microsoft's determination be based on\n                  whether Microsoft could obtain greater consideration from a\n                  party other than WebMD for a localized health channel, and\n                  further in no event shall Microsoft require WebMD to make any\n                  additional payments with regard to providing a Localized\n                  Health Channel for such Targeted Market), WebMD will become\n                  the provider of a Localized Health Channel on the MSN portal\n                  for such Targeted Market. Subject to and not including any\n                  content provided under the terms of any contracts existing as\n                  of the date of the New Market Notice, the Localized Health\n                  Channel shall at all times provide the content for\n                  approximately eighty percent (80%) of the sections on any\n                  localized MSN Health Section for a Targeted Market provided\n                  that such percentage may be increased at any time by\n                  Microsoft in its sole discretion but may only be decreased by\n                  mutual agreement of the parties. Microsoft shall notify WebMD\n                  within ten (10) business days of the New Market Notice if\n                  WebMD's proposal is rejected. WebMD shall only submit New\n                  Market Notices within sixty (60) days of the Effective Date\n                  or during the first week of any calendar quarter during the\n                  Term, provided that WebMD may not submit any New Market\n                  Notices during the last six months of the Term.\n\n                         (II)   Once approved, if WebMD fails to make the\n                  localized content for any Targeted Market available for\n                  incorporation onto the relevant MSN portal within a\n                  reasonable period of time following but in no event more than\n                  six months of the New Market Notice (which deadline may be\n                  extended by mutual agreement of the parties), such Targeted\n                  Market shall be removed from the Targeted Market list, the\n                  foregoing restriction in sub-Section 2.3(a)(i) above on\n                  Microsoft shall no longer apply and WebMD may not deliver\n                  another New Market Notice with respect to such market.\n\n                         (III) For all intents and purposes under this\n                  Agreement, any Localized Health Channels provided by WebMD\n                  hereunder shall be deemed included in the definition of and\n                  considered part of the Health Channel under this Agreement,\n                  and the parties rights and obligations with respect to such\n                  Localized Health Channels shall be the same as they are with\n                  regard to the Health Channel, provided that Sections 3.6,\n                  3.7, and 3.8 of this Agreement shall only apply with regard\n                  to Localized Health Channels if and when a localized version\n                  of the relevant Microsoft technology or property is\n                  available, and if the criteria set forth in the relevant\n                  sections are satisfied.\n\n                  (B)    RIGHT OF FIRST REFUSAL. Subject to the terms of\n         contracts existing as of the Execution Date, in the event that (i)\n         Microsoft desires to create a Localized Health Channel as part of a\n         localized MSN Health Section for a particular market, other than a\n         current Targeted Market; or (ii) a third party offers Microsoft the\n         opportunity to obtain a Localized Health Channel in a market other\n         than a current Targeted Market; then Microsoft will so notify WebMD in\n         writing (\"MS Market Notice\") and provide WebMD with the opportunity to\n         provide such Localized Health Channel (on at least the same terms and\n         conditions as offered by the third party for category (ii)). WebMD\n         will respond affirmatively or negatively to such MS Market Notice\n         within ten (10) business days of receipt thereof. If WebMD agrees to\n         provide such content, then (x) WebMD shall make such localized content\n         available for incorporation as a Localized Health Channel onto the\n         relevant MSN portal within the time frame set forth in the MS Market\n         Notice, but not less than forty-five (45) days from the date of the MS\n         Market Notice and (y) subject to contracts\n\n\n                                       7\n>PAGE>   8\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         existing as of the Effective Date, the Localized Health Channel shall\n         at all times provide the content for approximately eighty percent\n         (80%) of the sections on any localized MSN Health Section, provided\n         that such percentage may be increased at any time by Microsoft in its\n         sole discretion but may only be decreased by mutual agreement of the\n         parties. If WebMD declines an opportunity to provide localized content\n         under this Section 2.3(b) or fails to provide it within the time frame\n         set forth in the MS Market Notice, then Microsoft may itself or\n         through third parties develop such a Localized Health Channel for the\n         MSN portal in the relevant market (\"MS Market\"), in which case WebMD\n         may not deliver a New Market Notice with respect to such market and\n         Microsoft is not required to provide any further MS Market Notice with\n         respect to such Market. Notwithstanding the foregoing, the definition\n         of \"Microsoft Revenues\" shall be extended to include corresponding\n         revenues derived from such Localized Health Channel.\n\n                  (C)    INTERNATIONAL BUSINESS DEVELOPMENT AND LOCALIZATION\n         SUPPORT.\n\n                         (I)    Microsoft agrees to use reasonable efforts to\n                  support WebMD's expansion of its online services into\n                  international markets by providing consultation within the\n                  market and making introductions within the market to local\n                  contacts where relevant. Further, Microsoft will assign a\n                  business development manager located in mutually agreed upon\n                  markets to have, at a minimum, quarterly meetings in the\n                  market with WebMD personnel, to provide to WebMD certain\n                  standard reports developed by Microsoft regarding the market\n                  and the local MSN portal (which reports shall be treated as\n                  Microsoft or WebMD Confidential Information, as appropriate,\n                  in accordance with Section 10 below), and to make\n                  introductions to local contacts in particular markets where\n                  Microsoft has such contacts.\n\n                         (II)   Microsoft agrees to use reasonable efforts to\n                  support WebMD's expansion of its online services into\n                  international markets (\"Localized WebMD Sites\") by providing\n                  reasonable consultation on localization strategy and\n                  techniques to the level that Microsoft reasonably believes is\n                  reasonably necessary for WebMD to reasonably make available\n                  to end users localized language sites in Germany, France, the\n                  United Kingdom and Switzerland by the one (1) year\n                  anniversary of the Effective Date; provided that Microsoft\n                  shall in no way be responsible for WebMD's failure to make\n                  such sites available within the specified time.\n\n                  (D)    NON-LOCALIZED INTERNATIONAL CONTENT. Microsoft will\n         work with WebMD during the first 30 days following the Effective Date\n         to discuss opportunities for offering worldwide non-localized Health\n         Channel content as part of a potential international front page\n         offering on the topic of health on existing international MSN portals\n         (\"Worldwide Non-Local Offering\"), as relevant and appropriate, and\n         subject to the approval of the local portal programming managers which\n         such approval shall not be unreasonably withheld. Any such\n         international health topic area shall be non-exclusive and shall not\n         be considered part of the Health Channel for the purposes of this\n         Agreement, nor will the markets in which it may be offered be deemed a\n         Targeted Market. The definition of \"Microsoft Revenue\" shall be\n         extended to include corresponding revenues derived from such Worldwide\n         Non-Local Offering. Without limiting the non-exclusivity with respect\n         to any specific market described above, provided that the parties are\n         offering a Worldwide Non-Local Offering under this Section within one\n         hundred eighty (180) days of the Execution Date, then, subject to any\n         agreements in effect as of the Execution Date, Microsoft shall not\n         enter into any other agreements with third parties for a Worldwide\n         Non-Local Offering.\n\n                  (E)    INTEGRATION. WebMD acknowledges that the international\n         MSN Web Sites are run on different platforms and with different tools\n         than the United States version. When WebMD does create a Localized\n         Health Channel and\/or Worldwide Non-local Offering for a given market\n         in accordance with this Section 2.3, such content shall be integrated\n         into the local MSN portal in accordance with the requirements for the\n         local MSN portal.\n\n                  (F)    CHANNEL PROMOTION. In the event that WebMD creates\n         Localized Health Channels pursuant to this Section 2.3, Microsoft\n         agrees to promote such Channels in the same manner as it promotes\n         other front page links on the relevant local MSN portal, and WebMD\n         agrees to promote the Localized Health Channel on its localized WebMD\n         Consumer Site in the relevant market in the same fashion as it\n         promotes the Health Channel on the WebMD Consumer Site in the United\n         States. In addition, Microsoft\n\n\n                                       8\n>PAGE>   9\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         shall promote health-related Web events in each Localized Health\n         Channel to the extent and a number of times, if at all, that Microsoft\n         reasonably determines are appropriate for each market. The content of\n         such health-related Web events shall be provided by WebMD and subject\n         to Microsoft's approval, in its sole discretion.\n\n                  (G)    EXPRESSLY EXCLUDED MARKETS. Notwithstanding any other\n         provision in this Agreement, in no event shall any rights or\n         obligations under this Agreement apply to Australia, New Zealand, or\n         Papua New Guinea.\n\n         2.4      INTEGRATION\/CROSS PROMOTION\/ADVERTISING REQUIREMENTS.\n\n                  (A)    STANDARD INTEGRATION INTO MSN AND BASIC PROMOTION.\n         Microsoft shall offer the MSN Health Section as a front page link on\n         the MSN.com home page. As a front page link, the MSN Health Section\n         will be promoted on the MSN Site in a manner equivalent to all other\n         major topic specific offerings. This promotion may include without\n         limitation, for as long as any front page link receives such\n         promotion:\n\n                         (I)    providing a front page link to the MSN Health\n                  Section on the MSN.com home page.\n\n                         (II)   displaying the MSN Health Section at the bottom\n                  of Network Framework as one of the MSN services, for as long\n                  as such listings include all front page links in the Network\n                  Framework.\n\n                         (III)  receiving general cross-linking across the MSN\n                  Health Section (including the Health Channel pages on a\n                  pro-rata basis with all other pages in the MSN Health\n                  Section) and other MSN front page links.\n\n                         (IV)   the Health Channel receiving an average of 2%\n                  of the House Advertising Inventory in (with the specific type\n                  of inventory to be in Microsoft's discretion), which shall in\n                  all cases include no less than 125,000,000 impressions per\n                  year, together with equal opportunity for the Health Channel\n                  to participate in other advertising elements in the House\n                  Advertising Inventory that are provided to all other front\n                  page links, subject to Microsoft's standard selection\n                  processes. WebMD will present to Microsoft (a) WebMD's\n                  proposed advertisements to be placed in the Health Channel's\n                  portion of the House Advertising Inventory specified herein,\n                  and (b) WebMD's proposed promotional priorities for the\n                  Health Channel and WebMD's proposed specific wording for such\n                  promotions. Notwithstanding the foregoing, Microsoft reserves\n                  final editorial discretion and approval over the\n                  advertisements and promotions for the Health Channel\n                  including those placed under this sub-Section (iv).\n\n                         (V)    equal opportunity for the MSN Health Section to\n                  participate in all limited-time editorial packages on the MSN\n                  Site offered to other front page links. From time to time,\n                  Microsoft shall develop a certain topical theme (\"Editorial\n                  Package\") such as, by way of an example, \"Technology,\"\n                  \"Holiday,\" \"Resolutions 99,\" and \"Love Month,\" during which\n                  time WebMD shall be given the opportunity to submit Health\n                  Channel content relevant to the Editorial Package. Should\n                  Microsoft, at its discretion, decide to accept the submitted\n                  Health Channel content with the Editorial Package, it will\n                  promote the Health Channel's content associated with the\n                  Editorial Package.\n\n                         (VI)   inclusion of a MSN Health Section content\n                  module as a personalization option on the \"personalize page\"\n                  in the current version of MSN, for so long as such feature\n                  exists and beginning when Microsoft next has a reasonable\n                  opportunity to modify the personalization platform in such\n                  fashion in its sole discretion.\n\n\n                                       9\n>PAGE>   10\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                         (VII)  in the next version of MSN Search, prioritized\n                  inclusion of promotion and links to the MSN Health Section in\n                  health-related searches, to the extent other front page links\n                  are offered such prioritization.\n\n                  (B)    ADDITIONAL PROMOTIONAL PROGRAMS. In addition to the\n         basic promotion described above, Microsoft shall provide the Health\n         Channel with the following additional promotional opportunities:\n\n                         (I)    ADDITIONAL ADVERTISING INVENTORY. Microsoft\n                  agrees to provide the Health Channel with an additional\n                  average of 2% of the House Advertising Inventory (for a total\n                  of at least an average of 4%) (with the specific type of\n                  inventory to be in Microsoft's discretion), which shall in\n                  all cases include no less than 125,000,000 impressions per\n                  year. WebMD will present to Microsoft WebMD's proposed\n                  advertisements to be placed in the Health Channel's portion\n                  of the House Advertising Inventory specified herein.\n                  Notwithstanding the foregoing, Microsoft reserves final\n                  editorial discretion and approval over the advertisements for\n                  the Health Channel including those placed under this\n                  sub-Section (i).\n\n                         (II)   PROMOTION OF HEALTH RELATED WEB EVENTS.\n                  Microsoft agrees to promote to users of Windows Media Player\n                  at least one Health Channel-related Web event per month\n                  during the Term of this Agreement through the MSN Web Events\n                  front page link and across other MSN front page links, for as\n                  long as a MSN Web Events front page link exists. The amount\n                  and nature of such promotion shall be at Microsoft's\n                  discretion.\n\n                         (III)  ADDITIONAL INTEGRATION WITH OTHER MSN\n                  CHANNELS. Microsoft will endeavor to provide the Health\n                  Channel with specific distribution opportunities with certain\n                  MSN channels such as, by way of example, \"Women Central,\"\n                  \"Travel,\" and \"Sports.\" The final nature of such distribution\n                  opportunities for the Health Channel, if at all, will be\n                  subject to discussion and final approval of Microsoft.\n\n                         (IV)   SHOPPING AREA FOR HEALTH CHANNEL. Microsoft\n                  agrees to provide a link from the health shopping area of the\n                  MSN Shopping area to the MSN Health Section.\n\n                  (C)    RELATIONSHIP OF HEALTH CHANNEL TO OTHER PARTS OF THE\n         MSN HEALTH SECTION. For purposes of this Section 2.4, the Health\n         Channel shall be treated equal to or better than any other third\n         party, non-Microsoft affiliate, provider of content for the MSN Health\n         Section.\n\n                  (D)    MICROSOFT'S ADVERTISING ON THE WEBMD SITE. WebMD shall\n         provide Microsoft with access to sufficient Advertising space on the\n         WebMD Site as is commercially reasonably necessary to permit Microsoft\n         to meet each of its Guarantees (e.g., First Year Guarantee, Section\n         Year Guarantee, Third Year Guarantee, etc.) as set forth in Section\n         12.2 below and the unlimited right to place Advertising in such\n         Advertising space on the WebMD Site. During the thirty (30) days\n         following the Execution Date the parties shall mutually agree on how\n         to manage the available Advertising inventory on the WebMD Site and on\n         the rates for such space, which rates shall be commercially\n         reasonable. Microsoft will not be permitted to make placements of\n         health care related Advertising on the WebMD Site without WebMD's\n         express approval. All revenue generated from such placements shall be\n         considered Microsoft Revenue. WebMD shall at a minimum include an\n         amount of Advertising space on the WebMD Site that is equal to or\n         greater than that provided on the Health Channel and shall accommodate\n         all requests from Microsoft for additional Advertising space on the\n         WebMD Site. Notwithstanding the foregoing, in no event shall WebMD be\n         required to create new categories of Advertising space under this\n         Section.\n\n\n                                      10\n>PAGE>   11\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         2.5      RESTRICTIONS.\n\n   \n                  (A)    ON WEBMD. WebMD agrees not to provide any health-\n         related content, features, services, technology, etc. to * or any *\n         affiliated companies, including without limitation * or *, for\n         distribution on the Internet, without Microsoft's prior written\n         consent, except that WebMD may, pursuant to an agreement in effect\n         between WebMD and * as of the Execution Date, provide up to three page\n         levels of co-branded, health-related content to * for distribution on\n         the Internet. Further, in the event that WebMD enters into an agreement\n         with any other third party to provide health-related content for\n         distribution on the Internet, WebMD agrees to provide Microsoft with\n         thirty (30) days prior written notice before the launch of such\n         health-related content on the Internet, and WebMD shall not offer such\n         third parties health-related content that has not also been previously\n         or concurrently made available to the Health Channel.\n    \n\n                  (B)    ON MICROSOFT. Microsoft agrees that, except with\n         regard to content provided by MSNBC and content provided by Microsoft\n         or third parties pursuant to this Agreement, including Sections 2.1\n         and 2.3 above and Sections 3.3 and 3.5 below, WebMD shall be the sole\n         provider of health-related information on the Health Channel.\n\n         2.6      USER INFORMATION.\n\n                  (A)    OWNERSHIP\/USE. Microsoft and WebMD shall jointly own\n         any and all User Information (i) collected by WEBMD from Users of the\n         Health Channel as well as Users of the WebMD Consumer Site whose use\n         of the WebMD Site originated on the Health Channel or any MSN Site,\n         (ii) relating to End User Members with Microsoft-sponsored WebMD\n         Memberships, and (iii) relating to End User Members who receive WebMD\n         Memberships through Microsoft or Microsoft distribution partners, and\n         WebMD shall provide such User Information to Microsoft on a monthly\n         basis in such format as reasonably requested by Microsoft. Likewise,\n         Microsoft shall provide any User Information it collects on the Health\n         Channel to WebMD on a monthly basis in such format as is reasonably\n         requested by WebMD. WebMD may use the User Information during the Term\n         of this Agreement solely for the purpose of fulfilling the product or\n         service for which the information was collected, provided, however,\n         that such information shall be treated in the same fashion as\n         Confidential Information pursuant to Section 10 below and\n         specifically, without limitation, shall not be provided to any third\n         party nor used on behalf of any third party, including but not limited\n         to, for promoting or advertising any third party, without Microsoft's\n         prior written consent. Notwithstanding the foregoing, Microsoft hereby\n         approves WebMD using and providing to third parties Aggregate\n         Information to be used in research projects. Any other use of the User\n         Information during the Term by WebMD shall be by mutual agreement of\n         the parties. Upon termination of this Agreement, each party may retain\n         the User Information collected pursuant to this Agreement and no party\n         shall restrict the other's use in any way and WebMD shall provide to\n         Microsoft all User Information pertaining to the MSN Users of the\n         WebMD Health Communities (as defined in Section 3.7 below), provided\n         that WebMD may not provide such User Information to any third party\n         nor use such User Information on behalf of any third party, including\n         but not limited to, for promoting or advertising any third party,\n         without Microsoft's prior written consent. For the avoidance of doubt,\n         except where the parties jointly use the User Information, each party\n         shall be responsible for ensuring that its own use of the User\n         Information complies with all User consent requirements, including but\n         not limited to as provided in Section 2.6(b) below.\n\n                  (B)    CONSENT. In addition to the foregoing, any collection,\n         disclosure or use of Personal Information by WebMD shall be subject to\n         the Users' consent, and the business practices and User privacy\n         policies of the site from which it is collected (e.g., the Health\n         Channel, an MSN Site, WebMD Consumer Site or Medical Professionals\n         Section). The business practices and policies of each such site shall\n         permit, as their default, WebMD to grant Microsoft the rights required\n         by this Section 2.6, unless the User specifically requests otherwise,\n         and in all cases shall comply with any applicable laws governing the\n         collection, dissemination and use thereof. \"Consent\" as used in this\n         Agreement shall mean the approval of an adult, and in the case of\n         minor children, the approval of the child's parent or legal guardian.\n         WebMD and Microsoft shall mutually agree on the Health Channel user\n         interface for the collection of Personal Information. Microsoft shall\n         determine the privacy policy for the Health Channel.\n\n\n                                      11\n>PAGE>   12\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n3.       OTHER MICROSOFT RELATED PROPERTIES\n\n         3.1      WEBTV\/MSNBC.\n\n                  (A)    WEBTV\n\n                         (I)    WEBTV HEALTH CHANNEL. WebMD shall develop,\n                  maintain, and host the health channel for WebTV (\"WebTV\n                  Health Channel\"). Subject to any inconsistencies with the\n                  provisions of this Section 3.1(a) (in which case the terms of\n                  this Section 3.1(a) shall control) and subject to agreements\n                  in effect as of the Execution Date, the following Sections of\n                  this Agreement shall apply to WebTV and WebMD with regard to\n                  such WebTV Health Channel: Sections 2.1, 2.6, 3.5, 9, 10,\n                  11.1(c)-(d), 11.2(a)-(b), 12.9, 13, 14.6, 15, 16, 18, Exhibit\n                  A-1 paragraphs (A)(3)-(5) and (C), and Exhibit A-2.\n\n                         (II)   WEBTV. As part of meeting their obligations\n                  under Section 3.1(a) above, WebMD and WebTV shall meet during\n                  the first ninety days after the Effective Date (\"WebTV\n                  Exploratory Period\") to discuss in good faith the specific\n                  processes and requirements for development, maintenance, and\n                  hosting by WebMD of a WebTV Health Channel. If the parties\n                  fail to come to agreement during the WebTV Exploratory\n                  Period, then no party shall have any further obligation to\n                  the other with regard to a WebTV Health Channel.\n\n                         (III)  MINIMUM CONTENT REQUIREMENTS. If WebMD creates\n                  a WebTV Health Channel by agreement with WebTV pursuant to\n                  Section 3.1(a)(i) and (ii) above, all content, materials,\n                  features, technology, services, etc. included by WebMD within\n                  the WebTV Health Channel (a) shall be the sole responsibility\n                  of WebMD and shall be developed and maintained in accordance\n                  with Section B of Exhibit A-1, (b) shall be relevant to the\n                  topic and particular section of the WebTV Health Channel in\n                  which they are included, (c) shall be of high quality in all\n                  ways, including with respect to editorial content and volume,\n                  as determined by comparison to other sources of similar\n                  information available on the Internet and in no event shall\n                  the WebTV Health Channel contain a smaller volume of pages as\n                  the WebMD Consumer Site or Health Channel contains, unless\n                  approved or requested byWebTV, (d) shall be comparable or\n                  superior to the health related content available on the top\n                  five (5) ranked (by Media Metrix or such other industry\n                  standard as is available for the platform provided by WebTV)\n                  Internet portal\/network sites available on the platform\n                  provided by WebTV with respect to at a minimum the following\n                  factors: (i) substance, quality, volume, (ii) breadth and\n                  depth of content, (iii) tools and functionality, (iv)\n                  personalization, (v) appeal and ease of use of user\n                  interface, (e) shall be regularly updated by WebMD so as to\n                  meet the requirements of sub-sections (b), (c) and (d) above\n                  and end-users preferences, and (f) subject to the foregoing\n                  requirements in (a)-(e), shall be the same or substantially\n                  similar as (i.e., in substance, a mirror of) the materials\n                  available to end users accessing the WebMD Consumer Site at\n                  any time during the Term of this Agreement. With respect to\n                  this subsection 3.1(a), WebTV shall have the right and\n                  obligation to invoke the Dispute Mechanism set forth in\n                  Exhibit A-1(2).\n\n                  (B)    MSNBC\n\n                         (I)    MSNBC HEALTH CHANNEL. MSNBC shall develop,\n                  maintain, host and--except as specifically set out in this\n                  Agreement--in all ways have sole discretion and control over\n                  all aspects of that section of the MSNBC Web site (currently\n                  located at http:\/\/www.msnbc.com or such other URL as MSNBC\n                  shall determine in its sole discretion) or any successor\n                  site(s) thereof (\"MSNBC Site\") dedicated to providing health\n                  related information and services for consumers (\"MSNBC Health\n                  Section\") including but not limited to its content, features,\n                  technologies, services, etc., its appropriate frameworks and\n                  Specifications (including content Specifications and\n                  technical Specifications). Subject to any inconsistencies\n                  with the provisions of this Section 3.1(b) (in which case the\n                  terms of this Section 3.1(b) shall control) and subject to\n                  agreements in effect as\n\n\n                                      12\n>PAGE>   13\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  of the Execution Date, the following Sections of this\n                  Agreement shall apply to MSNBC and WebMD with regard to such\n                  MSNBC Health Section: Sections 2.1; 2.3(a), (b), (e), and\n                  (g); 2.6, 3.5, 9, 10, 11.1(c), 11.2(a)-(b), 12.9, 13, 14.6,\n                  15, 16, 18, Exhibit A-1 paragraphs (A)(3)-(5) and (C), and\n                  Exhibit A-2.\n\n                         (II)   Subject to contracts in existence as of the\n                  Execution Date, WebMD shall be the primary provider of health\n                  care related information other than (A) news and editorial,\n                  (B) content from NBC News and MSNBC cable, and (C) wire and\n                  WSJ\/Dow Jones services on the MSNBC Health Section.\n\n                         (III)  Notwithstanding sub-Section 3.1(b)(ii) above,\n                  MSNBC shall create a special WebMD section (the \"MSNBC Health\n                  Channel\") of the MSNBC Health Section and MSNBC shall have\n                  the sole discretion to include or not include any content,\n                  features, technologies, services, etc. provided by WebMD on\n                  the MSNBC Health Channel.\n\n                         (IV)   Without limiting or modifying in any way\n                  sub-Section 3.1(b)(ii) above, with respect to contracts in\n                  existence as of the execution Date between MSNBC and third\n                  parties for the provision of healthcare related information\n                  to MSNBC for the MSNBC Health Channel, at the natural\n                  termination or expiration of each such contract (which shall\n                  be determined under such contracts and as between MSNBC and\n                  WebMD in MSNBC's sole discretion), MSNBC shall use\n                  commercially reasonable efforts to replace such third party\n                  healthcare related information with healthcare related\n                  information provided by WebMD. For the avoidance of doubt,\n                  content, features, and anything in those areas specified in\n                  sub-Section 3.1(b)(ii)(A)-(C) above are not subject to\n                  replacement by WebMD content.\n\n                         (V)    WebMD will provide such support as is required\n                  to assist MSNBC in incorporating the MSNBC Health Channel or\n                  links thereto into the MSNBC Health Section, including but\n                  not limited to incorporating such MSNBC frameworks or\n                  Advertising space as may be required to include WebMD's\n                  healthcare related information in the MSNBC Health Channel.\n\n                         (VI)   MSNBC may request that WebMD cover certain\n                  topics, content, features, events or other areas or material\n                  for inclusion in the MSNBC Health Channel. If MSNBC makes\n                  such a request in writing, WebMD shall respond within ten\n                  (10) business days whether WebMD desires to provide such\n                  content, features, events or other areas or material. If\n                  WebMD agrees to provide such topics, content, features,\n                  events or other areas or material, WebMD shall provide such\n                  topics, content, features, events or other areas or material\n                  for incorporation into the MSNBC Health Channel as soon as\n                  commercially reasonable following such agreement but in no\n                  event within more than forty-five (45) days from the time it\n                  agrees to provide such topics, content, features, events or\n                  other areas or material. If WebMD declines to provide the\n                  topics, content, features, events or other areas or material\n                  or fails to provide it within the requisite amount of time,\n                  then MSNBC shall be free to provide the topics, content,\n                  features, events or other areas or material (either directly\n                  or through a third party). In addition to the foregoing,\n                  WebMD shall incorporate any legal or other notices onto all\n                  or any part that WebMD provides for the MSNBC Health Channel\n                  that MSNBC in its sole discretion considers necessary, within\n                  twenty-four (24) hours of MSNBC's written request. The\n                  parties shall meet on a regular basis, but in no event less\n                  frequently than once each calendar quarter to discuss the\n                  MSNBC Health Section, the MSNBC Health Channel and the WebMD\n                  Site, provided that the first such meeting shall take place\n                  no later than sixty (60) business days from the Execution\n                  Date, and further provided that in addition to any other\n                  obligations it has to MSNBC, WebMD shall use reasonable\n                  efforts to provide to MSNBC for incorporation into the MSNBC\n                  Health Channel any topics, content, features, events or other\n                  areas or material etc. that MSNBC suggests during such\n                  meetings according to the same schedule as is set forth above\n                  in this Section.\n\n\n                                      13\n>PAGE>   14\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                         (VII)  MINIMUM CONTENT REQUIREMENTS. All content,\n                  materials, features, technology, services, etc. provided by\n                  WebMD for the MSNBC Health Channel or the WebMD section of\n                  the MSNBC Health Channel (a) shall be the sole responsibility\n                  of WebMD and shall be developed and maintained in accordance\n                  with Section B of Exhibit A-1, (b) shall be relevant to the\n                  topic and particular section of the MSNBC Health Channel in\n                  which they are included, (c) shall be of high quality in all\n                  ways, including with respect to editorial content and volume,\n                  as determined by comparison to other sources of similar\n                  information available on the Internet and in no event shall\n                  the MSNBC Health Channel have access to a smaller volume of\n                  pages as the WebMD Consumer Site or Health Channel contains,\n                  unless approved or requested by Microsoft or NBC, (d) shall\n                  be comparable or superior to the health related content\n                  available on the top five (5) ranked (by Media Metrix)\n                  Internet portal\/network sites with respect to at a minimum\n                  the following factors: (i) substance, quality, volume, (ii)\n                  breadth and depth of content, (iii) tools and functionality,\n                  (iv) personalization, (v) appeal and ease of use of user\n                  interface, (e) shall be regularly updated by WebMD so as to\n                  meet the requirements of sub-sections (b), (c) and (d) above\n                  and end-users preferences, and (f) subject to the foregoing\n                  requirements in (a)-(e), that available for MSNBC to\n                  incorporate into the MSNBC Health Channel shall be the same\n                  or substantially similar as (i.e., in substance, a mirror of)\n                  the materials available to end users accessing the WebMD\n                  Consumer Site at any time during the Term of this Agreement.\n                  With respect to sub-Sections (c) and (d) above of this\n                  sub-Section (vii), MSNBC shall have the right and obligation\n                  to invoke the Dispute Mechanism set forth in Exhibit A-1(2).\n\n                         (VIII) BRANDING AND PROMOTION. Subject to contracts\n                  in existence as of the Execution Date, (A) MSNBC shall\n                  include on each page of the MSNBC Health Channel a WebMD\n                  credit as reasonably mutually determined by the parties, and\n                  on every page of the MSNBC Health Channel WebMD will receive\n                  branding above the fold in a mutually agreeable position,\n                  such branding element shall link to an appropriate page in\n                  the MSN Health Section, (B) MSNBC shall include a link to the\n                  MSNBC Health Section on the front page of the MSNBC Site and\n                  each other page of the MSNBC Site that includes links to the\n                  other topic specific front page links, (C) MSNBC shall\n                  include a secondary-level navigation link to the MSN Health\n                  Section on each page of the MSNBC Site, (D) on each page of\n                  the MSNBC Health Channel, MSNBC shall include a link to that\n                  part of the MSN Health Section covering the relevant\n                  information as on the MSNBC Health Section page, and (E)\n                  MSNBC shall provide the MSNBC Health Channel with a rotation\n                  of at least one promotion on the front page of the MSNBC Site\n                  each day subject to MSNBC's sole editorial discretion to\n                  feature other news, information, events, etc., for example to\n                  accommodate news cycles and breaking news events.\n\n                         (IX)   TERM. Notwithstanding any other provision of\n                  this Agreement, the term of this Agreement solely with\n                  respect to the MSNBC Health Channel shall expire three (3)\n                  years following the Effective Date, unless earlier terminated\n                  as provided under Section 13 below.\n\n         3.2      INTERNET ACCESS. Subject to WebMD's contractual obligations\nto Compuserve as of the Execution Date, WebMD agrees that Microsoft's MSN\nInternet Access (\"MSN IA\") shall be the sole internet access service\nadvertised, promoted and\/or distributed by WebMD, including on the WebMD Site,\nand including, but not limited to with respect to narrow band, broadband or\notherwise, provided that the parties shall consult and may agree on alternative\nbroadband providers. Within thirty (30) days following the Effective Date,\nWebMD shall deliver to Microsoft a marketing plan (\"MSN IA Marketing Plan\")\ncontaining WebMD's general proposal for advertising, promoting and\/or\ndistributing MSN Internet Access during the first six months of the Term of\nthis Agreement. Two months in advance of the following six month period and of\neach remaining six month period thereafter during the Term of the Agreement,\nWebMD shall present to Microsoft an update to the MSN IA Marketing Plan to\ncover the subsequent six months. The MSN IA Marketing Plan shall be subject to\nMicrosoft's approval, which approval shall not be unreasonably withheld, and\nshall include at least one promotional event each quarter. Microsoft and WebMD\nwill mutually determine which parts of the MSN IA Plan and each updated MSN IA\nPlan will be implemented in what time frame, what changes, if any, will be made\nto the proposed programs during each six month period and which party will be\nresponsible for what aspects of each program. The parties shall work together\nto create and\n\n\n                                      14\n>PAGE>   15\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\ndistribute the elements for all such promotions with WebMD creating,\nmaintaining, hosting and distributing those materials necessary to implement\nsuch promotion, and Microsoft providing the Internet Access package offer,\nfulfilling the offers as set forth herein and maintaining the customer service\nrelationship. Microsoft commits to include the following as part of the\nInternet Access package offered to WebMD users subscribing to MSN IA as a\nresult of one of the programs agreed on pursuant to this Section 3.2:\n\n                  (A)    Unlimited monthly Internet access according to MSN's\n         standard terms and conditions at a price to be determined by Microsoft\n         in its sole discretion, provided that Microsoft currently intends to\n         charge WebMD participants in the approved MSN IA programs described\n         herein no more than the standard consumer pricing;\n\n                  (B)    Default home page is the current standard default\n         available from MSN, provided that Microsoft agrees to provide a\n         co-branded or redirect to the WebMD home page by no later than\n         September, 1999; and\n\n                  (C)    Multiple email accounts including an MSN email account\nand unlimited Hotmail accounts.\n\nMicrosoft shall provide co-branded marketing sign-up packages to all WebMD\nparticipants in the approved MSN IA programs described herein, including CD's,\nmailing and packaging materials. Such marketing sign-up packages will be\nprovided at Microsoft's expense for the first 1,000,000 marketing sign-up\npackages and postage costs for up to 500,000 marketing sign-up packages.\nExpenses for providing additional marketing sign-up packages and postage costs\nshall be borne by WebMD. With respect to User Information, the provisions of\nSection 2.6 above and Section 11.4 below shall apply. In the event that\nMicrosoft intends in its sole discretion to stop offering MSN IA, Microsoft\nshall give WebMD at least ninety (90) days' advance written notice of its\nintention, and WebMD shall immediately stop offering any MSN IA programs and no\nparty shall have any further obligations under this Section 3.2.\n\n         3.3      HEALTH CHANNEL DIRECTORY. The only health care-related\ndirectory(ies) included on the Health Channel shall be those health\ncare-related directory(ies) designated by Microsoft from time to time during\nthe Term in its sole discretion, which may include, without limitation: (a)\nMicrosoft's health care-related directory (currently part of the MSN Yellow\nPages) as it exists from time to time during the Term or any part or successor\nthereof; (b) WebMD's health care-related directory as it exists from time to\ntime during the Term or any part or successor thereof; (c) any health\ncare-related directory provided by some third party; or (d) any combination of\n(a), (b) and (c) immediately above. The parties agree that Microsoft may, in\nits discretion, create a combined health care-related directory for the Health\nChannel that incorporates WebMD's health care-related directory listings. In\nthe event that Microsoft elects to create such a combined directory, the\nparties shall work together in good faith to do so. WebMD shall include the\nhealth care-related directory(ies) designated by Microsoft in the Health\nChannel.\n\n         3.4      OTHER MICROSOFT PROPERTIES. Except as prevented by any\ncontracts between WebMD and third parties existing as of the Execution Date,\nWebMD agrees that Microsoft and its affiliates shall be the sole providers of\nthird party content, features, services, etc. for the WebMD Site (including\nspecifically without limitation the Non-Health Related Section and the Health\nRelated Section), in all areas for which Microsoft or its affiliates owns or\ncontrols such content, features or services, etc.; such content, features and\nservices, etc. shall at a minimum include travel (e.g., Microsoft Expedia),\nautomotive (e.g., Carpoint), real estate (e.g., Home Advisor), money, investing\nand finance (e.g., Money, Investor), entertainment and directories (e.g.\nSidewalk including but not limited to MSN Yellow Pages), reference (e.g.,\nEncarta), movies (e.g., Sidewalk), news (e.g., MSNBC); provided that WebMD may\nelect in its sole discretion not to provide content, features or services for\nany area. The foregoing shall exclude, however, solely with regard to the\nHealth Related Section of the Medical Professional Section, any Microsoft\ncontent, features, or services that are predominantly health care related,\nunless mutually agreed upon by the parties. In the event that WebMD makes\navailable to end users any non-web-based email technology, whether through the\ndistribution of work stations or otherwise, Microsoft shall be the sole\nprovider of such technology for such distribution and shall provide such\ntechnology under standard terms and conditions for such distribution; provided\nthat such Microsoft technology be Microsoft Outlook or such other Microsoft\ntechnology designated by Microsoft. Without limitation, being the \"sole\nprovider\" means that WebMD shall not place, distribute, advertise, market, link\nto, refer to or otherwise include the content, features or services, etc. of\nany party other than Microsoft.\n\n\n                                      15\n>PAGE>   16\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         3.5      MSN MODULE.\n\n                  (A)    WebMD shall include a module for MSN (\"MSN Module\")\n         either above the fold of a 640 x 480 screen size resolution with a\n         standard browser configuration, or on the second screen (of a 640 x\n         480 screen size resolution with a standard browser configuration), on\n         each page of the WebMD Site, which MSN Module shall be in a form\n         determined by Microsoft in its sole discretion. The MSN Module may be\n         modified from time to time as determined by Microsoft in its sole\n         discretion and WebMD shall replace any existing MSN Module with any\n         such updated MSN Module within a reasonable time following Microsoft's\n         notice of such modifications. The MSN Module may at a minimum include\n         a \"Go to MSN\" logo link, two (2) rotating text links from a pool of\n         five (5) text links, and a single promotional text link, which text\n         links will be mutually determined by Microsoft and WebMD. An example\n         of what the MSN Module may look like appears in the mock-up attached\n         hereto as Exhibit C. The MSN Module and any modification thereto shall\n         be subject to Microsoft's written approval. WebMD's placement and use\n         of the \"Go to MSN\" logo link shall be in accordance with the Logo\n         Guidelines attached hereto as Exhibit D.\n\n                  (B)    The only search service(s) included on the Health\n         Channel shall be the search service(s) designated by Microsoft from\n         time to time during the Term in its sole discretion, which may\n         include, without limitation: (i) Microsoft's MSN Web Search as it\n         exists from time to time during the Term or any part or successor\n         thereof; (ii) WebMD's search service and technology as it exists from\n         time to time during the Term or any part or successor thereof; (iii)\n         any search service or technology provided by some third party; or (iv)\n         any combination of (i), (ii) and (iii) immediately above. At\n         Microsoft's sole discretion, Microsoft may create a combined search\n         service for the Health Channel that incorporates WebMD's search\n         services. In the event that Microsoft elects to create such a combined\n         service, the parties shall work together in good faith to do so. At\n         Microsoft's request, WebMD shall provide Microsoft with database\n         mapping from technical disease names to common names for use in MSN\n         Web Search. WebMD shall include the search service designated by\n         Microsoft in the Health Channel.\n\n         3.6      MICROSOFT ONLINE ID PROGRAM. WebMD agrees to test, evaluate,\nand use, take sign ups for and accept the Ids for Microsoft's proprietary\nauthentication service (\"Passport\") on both the Health Channel and the WebMD\nSite, and all of WebMD's existing profiling and authentication mechanisms will\nalso take sign ups for and accept the Ids for Passport. WebMD shall use\nPassport in accordance with the terms of the Microsoft Online ID Evaluation\nProgram Agreement attached hereto as Exhibit E and such further standard terms\nand conditions that are offered in addition to or as a replacement for those\ncurrently contained in such agreement. The parties acknowledge and agree that\nWebMD may accept other authentication mechanisms on the WebMD Site. WebMD\nagrees, however, that Passport will be the only authentication mechanism\ndistributed (i.e., take sign ups) on the Health Channel and WebMD Consumer Site\nother than WebMD's proprietary authentication mechanisms. WebMD's obligations\nunder this Section 3.6 shall extend to any localized WebMD Consumer Site, to\nthe extent that a localized version of Passport is available for the relevant\nmarket.\n\n         3.7    MSN COMMUNITIES. Microsoft agrees to migrate, as soon as\ncommercially feasible, users of the current Microsoft owned and moderated\nhealth-related communities found within Microsoft's MSN Web Communities\nchannel, over to the WebMD health-related communities on the WebMD Site (\"WebMD\nHealth Communities\") provided that, for the avoidance of doubt, no party shall\nhave any obligations hereunder with respect to user-created communities in the\nMSN Web Communities channel. WebMD shall create and manage only one section\ndevoted to health-related communities which shall be the WebMD Health\nCommunities and all health-related communities created and\/or managed by WebMD\nshall be part of the WebMD Health Communities. At all times during the Term the\nWebMD Health Communities shall have no less than eighty (80) distinct\ncommunities by the end of Year 1. Microsoft shall promote, as soon as\ncommercially feasible as determined by Microsoft in its sole discretion, the\nWebMD Health Community from its MSN Web Communities channel by providing, among\nother things, hypertext address links, equally prominent promotion with other\nMicrosoft-owned and moderated communities. WebMD agrees to promote non-health\nrelated Microsoft-owned and moderated MSN Web Communities on the WebMD Site and\nthe Health Channel in a manner such that promotion of such communities shall be\nas prominent and in all places as any promotion of any other comparable\nnon-health related communities, and otherwise where appropriate with the\ncontent and context, on the WebMD Site and Health Channel respectively.\n\n\n                                      16\n>PAGE>   17\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nAt a minimum, WebMD shall include on each page of the WebMD Health Communities\narea a text link to the MSN Web Communities channel, the text of which shall be\nmutually agreed upon. WebMD agrees that, as soon as commercially feasible, the\nHealth Channel Community shall be available to end users in a read-only format\nas well as a participatory format, and that any Health Channel users who desire\nto only read files in the Health Channel Community shall not be required to\nformally join the Health Channel Community by filling out a user questionnaire.\nWebMD shall incorporate the Network Frameworks on each WebMD Health\nCommunities' page served to users that originate from the Health Channel in\naccordance with the SDK and the WebMD Health Communities shall otherwise be\npresented to end users so that it resembles and functions like the non-health\nrelated communities found within Microsoft's MSN Web Communities channel. For\npurposes of clarity, the Health Channel shall include the WebMD Health\nCommunities. The provisions of this Section 3.7 shall apply to any localized\nWebMD Consumer Site, to the extent that local MSN Web Communities are available\nfor the relevant market, and subject to the approval of the local MSN portal\nmanager. WebMD shall develop, maintain, and host those things necessary and\nreasonably requested by Microsoft to implement the foregoing.\n\n         3.8      OTHER MICROSOFT INTERNET SERVICES. Except as prevented by any\ncontracts between WebMD and third parties existing as of the Execution Date,\nupon notice from Microsoft that any such service or technology is available for\ndistribution, WebMD agrees, as soon as commercially feasible, to prominently\nimplement on the WebMD Site, and prominently provide end users with access from\nthe WebMD Site to, each Microsoft Internet service and technology that is\navailable on the MSN Site, including, but not limited to, MSN Web Search,\nMicrosoft Chat, MSN Messenger Service, Hotmail, a Microsoft business,\ne-commerce, communication service and technology, which includes a common\nformat and process for exchanging products, business information, promotional\ninformation and other business data over the Internet, and a Microsoft web\nhosting service and technology, which includes software and tools that enable\nweb site creation and hosting, and all other Microsoft Internet services not\notherwise specifically addressed in other Sections of this Agreement that are\navailable on the MSN Site (\"Other Microsoft Internet Services\") pursuant to\nMicrosoft's standard user interface and distribution terms. To such end,\nMicrosoft shall provide WebMD with such materials, technology and support as it\nroutinely provides to other third parties distributing such technologies. In\nthe event that WebMD offers Other Microsoft Internet Services on the WebMD Site\nin accordance with the foregoing, WebMD shall not promote any competing\ntechnology on the WebMD Site, other than during a commercially reasonable\ntransition period for discontinuing any such promotion. WebMD's obligations\nunder this Section 3.8 are subject to WebMD's contractual obligations existing\nas of the Effective Date, and shall extend to any localized WebMD Consumer\nSite, to the extent that a localized version of the Other Microsoft Internet\nServices is available for the relevant market. WebMD shall develop, maintain,\nand host that which is necessary and reasonably requested by Microsoft to\nimplement the services and technologies specified in this Section 3.8. Upon\nmutual agreement, the parties shall work together and with appropriate third\nparties to create appropriate industry standards.\n\n4.       USE\/PROMOTION OF MICROSOFT TECHNOLOGY PLATFORM \n\n         4.1      USE OF THE MICROSOFT TECHNOLOGY PLATFORM. WebMD agrees, at\nWebMD's expense, to make Microsoft technology, including the Microsoft\nTechnology Platform, WebMD's primary technology platform for developing,\nstaging, operating and maintaining both the front and back ends of the Health\nChannel and the WebMD Site in accordance with this Section 4.\n\n         4.2      MCS CONSULTING AGREEMENT. In conjunction with its obligations\nin Section 4.1 above, WebMD agrees to convert, at WebMD's expense and within\none year of the Effective Date, any current operating systems and other\ntechnology identified pursuant to the MCS review described herein used in\ndeveloping, staging, operating, and maintaining the WebMD Site over to a\nPC-based platform that uses relevant Microsoft technology, including the\nMicrosoft Technology Platform products. Such conversion shall be sufficiently\ncomprehensive so that the majority of WebMD's systems shall utilize Microsoft\ntechnology, including the Microsoft Technology Platform products, and will\nconsist of an architectural review of existing systems, and the development and\nimplementation of a transition plan in conjunction with Microsoft Consulting\nServices (\"MCS\") as further set forth in the MCS agreement and work order\n(\"Work Order\") attached hereto as Exhibit F (collectively \"MCS Agreement\").\nWebMD agrees to engage MCS pursuant to the MCS Agreement to assist WebMD in\nconducting the architectural review, developing a transition plan, and\nimplementing such transition plan. This conversion shall include integration of\n\n\n                                      17\n>PAGE>   18\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nMicrosoft products that contain substantively similar functionality as the\nfollowing combination of products: Internet Information Server, Site Server,\nSQL Server, Windows NT Server, and Microsoft's messaging technologies,\nincluding updates and upgrades thereto. WebMD and Microsoft agree to commence\nthe architectural review as more fully described in the Work Order, within\nforty five (45) days of the Effective Date and to complete the architectural\nreview within forty five (45) days of commencement. Based on the outcome of the\narchitectural review, the parties shall agree within one additional week on a\ntransition schedule (\"Transition Schedule\"), which shall include at a minimum\nan agreed upon additional MCS work order (\"Transition Schedule Work Order\")\ndetailing the parties' responsibilities under the Transition Schedule. The\ntransition shall be completed no later than 360 days following the Effective\nDate, unless the parties agree otherwise in the Transition Schedule. In the\nevent that any delays caused by MCS result in a delay in any deadline or\nschedule described herein, such deadline or schedule shall be revised to take\ninto account the MCS-caused delays.\n\n         4.3      PROMOTION OF MICROSOFT TECHNOLOGY PLATFORM. WebMD agrees\nthat, once the conversion process described in Section 4.2 above has been\ncompleted, Microsoft may reference the WebMD Site in promotional and marketing\nmaterials as a showcase or reference site for Microsoft technology used by\nWebMD. Further, WebMD agrees to prominently promote the Microsoft technology,\nincluding the Microsoft Technology Platform products, used by WebMD by\nprominently mentioning such products in WebMD marketing materials including\nthose aimed at physicians and consumers, including without limitation in press\nreleases, sales literature, and promotional brochures. Prior to the completion\nof the conversion process described in Section 4.2 above, WebMD agrees to\nprominently promote the Microsoft technology, including the Microsoft\nTechnology Platform products, as preferred by WebMD by prominently mentioning\nsuch products in WebMD marketing materials including those aimed at physicians\nand consumers, including without limitation in press releases, sales\nliterature, and promotional brochures.\n\n         4.4      MCS CONSULTANT EXPENSE. Notwithstanding anything to the\ncontrary in Section 4.1 and 4.2 above and the attached MCS Agreement, its\nattached Work Order or any subsequent Work Order, in exchange for all amounts\npaid to Microsoft by WebMD for Microsoft Consulting Services under Section 4.1\nand 4.2, the MCS Agreement and all Work Orders, Microsoft shall provide over\nthe Term of the Agreement Advertising, marketing and\/or promotional programs\nfor content and\/or services on the WebMD Site by Microsoft or any party\nreferred by Microsoft in a total value of no less than the amount, matched\ndollar for dollar, of the payments made by WebMD for MCS Consulting Services up\nto two million five hundred thousand dollars ($2,500,000). For the avoidance of\ndoubt, WebMD will be responsible for all reasonable travel and associated\nexpenses incurred in the delivery of all MCS services, including, but not\nlimited to, the consultant hours and additional consultant hours specified\nabove.\n\n         4.5      WEBMD ADOPTION AND PROMOTION OF MICROSOFT TECHNOLOGIES. WebMD\nshall adopt, and Microsoft and WebMD will work together to promote and\nestablish, Microsoft's interoperability framework for healthcare (\"MICROSOFT\nHEALTHCARE INTEROPERABILITY FRAMEWORK\"). The Microsoft Healthcare\nInteroperability Framework is a multilevel standard designed to provide\ninteroperability between applications and systems across desktops PCs, servers,\nnetworks, and legacy systems in the healthcare industry. The Microsoft\nHealthcare Interoperability Framework includes the Active X for Healthcare\nstandard and BizTalk (which together include components of COM, DCOM, COM+, and\nXML or other enhancements).\n\n         4.6      ELECTRONIC COMMERCE PLATFORMS. Over an agreed-upon period of\ntime, Microsoft will use reasonable efforts to facilitate dialog among other\nkey industry partners on the development of multiple electronic commerce\nplatforms that bridge Physicians, Hospitals, Payors, Employers and Suppliers\nand the integration of such platforms with the Medical Professionals Section's\nfunctionality.\n\n         4.7      DISTRIBUTED APPLICATIONS. Microsoft will use reasonable\nefforts to encourage its major ISV alliance partners to develop key distributed\napplications based on Microsoft technologies that would operate in conjunction\nwith the functionality and content of the WebMD Site, including the development\nof distributed applications that would reside within the employer domain and\nthat would provide enhanced positioning to WebMD as an intranet-based offering.\n\n\n                                      18\n>PAGE>   19\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         4.8      BILLING INITIATIVES. Microsoft will use reasonable efforts to\nexplore the development of an electronic EOB delivery system for implementation\non the Medical Professionals Section, based on available technology.\n\n5.       MARKETING\/HEALTHCARE TECHNOLOGY AREA\n\n         WebMD agrees, for the term of this Agreement, to incorporate a\n\"Healthcare Technology\" section into the Medical Professionals Section no more\nthan two levels down from the top level page of the Medical Professionals\nSection, that provides tips and background information about Microsoft\ntechnology and exclusively promotes Microsoft technologies and Microsoft\nauthorized independent software vendors. The Healthcare Technology section\nshall be located above-the-fold (at a screen resolution of 640 x 480 with a\nstandard browser configuration) wherever placed. Further, WebMD agrees to\nprominently integrate links to the Healthcare Technology section from other\nparts of the WebMD Site where technology in the healthcare industry is\ndiscussed. The content, layout and presentation of the Healthcare Technology\nsection shall be determined by Microsoft, provided that WebMD shall have the\nright to approve such content, layout and presentation, which approval shall\nnot be unreasonably withheld.\n\n6.       SALES OBLIGATIONS \n\n         6.1      HEALTH CHANNEL ADVERTISING. Microsoft shall be solely\nresponsible for selling and managing all Advertising on the Health Channel.\nMicrosoft and WebMD will meet regularly to discuss sales strategies for selling\nAdvertising to hospitals, HMOs, clinics, pharmaceutical companies, medical\ndevice companies, medical\/surgical supply companies, life sciences companies,\npharmacies, and health insurance companies.\n\n         6.2      CO-MARKETING COMMITMENT. Microsoft shall itself, or shall\nensure that the Authorized Transferees (as defined in the Master Agreement\nentered into as of April 10, 1999 between the parties) or other third parties ,\nprovide, during the period beginning on the Effective Date and ending on the\nsecond year anniversary of the Effective Date, a combined total value of no\nless than fifty million dollars ($50,000,000), and WebMD shall provide a total\nof no less than the same amount matched dollar for dollar, on Advertising,\nmarketing and\/or promotional programs for content and\/or services reflecting\nthe combined brands of WebMD and the other parties' contributing money to each\nsuch program and approved in advance by all of the parties' contributing money\nto each such program. For example, such programs may be co-presented by WebMD\nand MSN, or Web MD and Microsoft, or WebMD and Authorized Transferees, or WebMD\nand a Microsoft independent software vendor (\"ISV\"), or WebMD, MSN and an\nAuthorized Transferee, etc. All such programs shall be presented in offline\n(i.e., not on the Internet) arenas, e.g., on air, trade shows, print medium,\netc., or online as mutually agreed between the parties. The parties agree that\nfifty percent (50%) of the amounts spent under this Section shall be devoted to\ndemand-generation marketing campaigns for those specific Microsoft distribution\npartners identified by Microsoft.\n\n7.        MICROSOFT-SPONSORED WEBMD MEMBERSHIPS \n\n          7.1     GENERAL. Microsoft agrees to sponsor up to five (5) million\nWebMD Membership Months during the Term of this Agreement, including without\nlimitation two hundred and fifty thousand (250,0000) WebMD Memberships in\ncalendar year 1999 and seven hundred and fifty thousand (750,0000) WebMD\nMemberships in calendar year 2000, pursuant to the terms and conditions set\nforth in this Section 7. As used herein, the term \"sponsor\" means that\nMicrosoft will pay WebMD the Base Membership Fee for each such WebMD\nMembership, in accordance with Section 12.4 below. If, at any time during the\nTerm of this Agreement, however, WebMD no longer implements a subscription\nrevenue model, or ceases to engage in product upsell or ecommerce transactions,\nMicrosoft and WebMD will make a commensurate modification to the obligation set\nforth in this Section 7.1, which modification shall take into consideration the\nloss of these revenue streams and Microsoft's ability to recoup amounts paid\nhereunder, provided that in no circumstances shall Microsoft's obligation set\nforth in this Section 7.1 be increased beyond the five (5) million WebMD\nMembership Months contemplated herein.\n\n          7.2     DISTRIBUTION PLAN. The parties agree to cooperate in good\nfaith to develop a mutually agreed upon plan for promoting, offering, and\ndistributing the Microsoft-sponsored WebMD Memberships (\"DISTRIBUTION PLAN\").\nNotwithstanding Section 7.1, no Microsoft-sponsored WebMD Memberships shall be\noffered under this\n\n\n                                      19\n>PAGE>   20\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nAgreement until the parties have agreed upon the Distribution Plan. The\nDistribution Plan will include, among other elements, the following:\n\n                  (A)    estimates of the number of Microsoft-sponsored WebMD\n         Memberships to be in effect on a quarterly basis during the Term of\n         this Agreement, and steps to be taken by WebMD to promote active usage\n         of the Medical Professionals Section by End User Members and potential\n         End User Members;\n\n                  (B)    in any given year during the first three years of the\n         Term (including without limitation the calendar year 2000), no more\n         than one million (1,000,000) Microsoft-sponsored WebMD Memberships\n         shall be provided;\n\n                  (C)    all promotions and offerings of Microsoft-sponsored\n         WebMD Memberships shall require a minimum twelve (12) month\n         subscription;\n\n                  (D)    if an End User Member with a Microsoft-sponsored WebMD\n         Membership fails to access the Medical Professionals Section at least\n         once every four (4) months, then such End User Member's WebMD\n         Membership shall no longer qualify as a Microsoft-sponsored WebMD\n         Membership and Microsoft shall no longer be required to sponsor such\n         End User Member's Membership even if WebMD allows the End User Member\n         to continue to access the Medical Professionals Section;\n\n                  (E)    Microsoft shall be entitled to offer Microsoft-\n         sponsored WebMD Memberships, directly or indirectly through third\n         parties, to End User Members; and\n\n                  (F)    for each End User Member of a Microsoft-sponsored WebMD\n         Membership, a plan for WebMD to devote at least fifty dollars ($50) on\n         training on the use of the Medical Professionals Section.\n\n         7.3      WARRANT AGREEMENT. Notwithstanding the foregoing, in the\nevent that the agreement regarding the issuance of certain warrants from WebMD\nto Microsoft (which agreement is under final negotiation by the parties as of\nMay 3, 1999) (\"WARRANT AGREEMENT\") is not executed by the parties within ten\n(10) days of the execution of this Agreement, then, at Microsoft's option, the\nprovisions of this Section 7 and the provisions in Section 12.4 shall be null\nand void and neither party shall have any further obligation or liability under\nsuch Sections.\n\n8.       MICROSOFT TRAINING AND PROMOTION OF WEBMD SERVICE\n\n         8.1      INTERNAL MICROSOFT TRAINING. Microsoft shall use reasonable\n         efforts to promote the functionality offered by the Medical\n         Professionals Section of the WebMD Site to those portions of\n         Microsoft's sales and marketing force that specifically target\n         healthcare customers or Microsoft independent software vendors that\n         create software specifically designed for healthcare customers using\n         Microsoft products.\n\n         8.2      MARKETING PLAN. The parties agree to cooperate in good faith\n         to develop a mutually agreed upon plan for promoting the WebMD Site\n         and related services (\"MARKETING PLAN\"). The Marketing Plan will\n         include, among other elements, the following:\n\n                  (A)    Microsoft will use reasonable efforts to jointly call,\n         with WebMD's sales force, Microsoft's fifty (50) largest enterprise\n         customers (by headcount), as appropriate, for the purposes of\n         promoting a WebMD\/MSN solution as an intranet application, as soon as\n         practicable given product development and planning considerations;\n\n                  (B)    Microsoft will include, at no charge to WebMD, WebMD\n         banners, as approved by Microsoft, in the printed version of the\n         Medical Industry Directory and feature WebMD on the\n         www.microsoft.com\/industry\/health web site, subject to Microsoft's\n         standard terms, policies and editorial considerations applicable to\n         third party banners and features;\n\n                  (C)    Microsoft will use reasonable efforts to assist WebMD\n         in submitting editorial content to the editors of Windows in\n         Healthcare magazine; and\n\n\n                                      20\n>PAGE>   21\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  (D)    Microsoft and WebMD, together with such other\n         Microsoft healthcare channel partners as Microsoft and WebMD mutually\n         agree upon, will commit to have joint booth space at mutually\n         acceptable strategic Microsoft Partner Pavilions at selected\n         healthcare tradeshows sponsored by Microsoft or where Microsoft has a\n         significant presence. Examples of potential tradeshows include HIMSS,\n         NMHCC, MGMA, and the Windows on Healthcare Conference.\n\n9.       PROPRIETARY RIGHTS\n\n         The parties agree that except as expressly licensed to WebMD in this\nAgreement or a separate license agreement, Microsoft, WebTV, and MSNBC,\nrespectively, shall retain all right, title, and interest in any and all\nmaterials delivered by Microsoft, WebTV and MSNBC to WebMD pursuant to this\nAgreement. The parties further agree that except as expressly licensed to\nMicrosoft, WebTV, and MSNBC in this Agreement or a separate license agreement,\nWebMD and\/or its suppliers shall retain all right, title and interest in and to\nthe WebMD Content (as defined in Section 14.1 below). No party shall have any\nrights to any materials, content, feature or technology, etc. provided by the\nother party hereunder except as specifically provided in this Agreement and\nshall not alter, modify, copy, edit, format, translate, create derivative works\nof or otherwise use any materials, content, feature or technology, etc.\nprovided by the other party except as explicitly provided herein or approved in\nadvance in writing by the other party. If any parties agree to jointly develop\nany content, materials, services, technology, features or otherwise, ownership\nof such development shall be detailed in a separate agreement prior to the\nstart of any development.\n\n10.      CONFIDENTIALITY\n\n         10.1     Microsoft, WebTV, MSNBC, and WebTV acknowledge and agree that\nthe terms and conditions of the Microsoft Corporation Non-Disclosure Agreement\ndated as of even date herewith (\"NDA\"), attached hereto as Exhibit H, are\nincorporated into this Agreement and that all of the terms of this Agreement\n(including but not limited to its existence) and all discussions and\nnegotiations related thereto are considered Confidential Information as defined\nin the NDA. In the event that any of the incorporated terms of the NDA are\ninconsistent with or conflict with this Agreement, then the terms of this\nAgreement shall control.\n\n         10.2     Each Party may disclose the terms and conditions of this\nAgreement to its employees, affiliates and its immediate legal and financial\nconsultants on a need to know basis as required in the ordinary course of that\nParty's business, provided that such employees, affiliates and\/or legal and\/or\nfinancial consultants agree in writing in advance of disclosure to be bound by\nthis Section 11, and may disclose Confidential Information as required by\ngovernment or judicial order, provided each Party gives the other Party prompt\nnotice of such order and complies with any protective order (or equivalent)\nimposed on such disclosure. Further, the parties acknowledge that this\nAgreement, or portions thereof, may be required under applicable law to be\ndisclosed, as part of or an exhibit to a party's required public disclosure\ndocuments. If any party is advised by its legal counsel that such disclosure is\nrequired, it will notify the other in writing and the parties will jointly seek\nconfidential treatment of this Agreement to the maximum extent reasonably\npossible, in documents approved by both parties and filed with the applicable\ngovernmental or regulatory authorities. The parties may disclose Aggregate\nInformation subject to any User-initiated or other prohibition contemplated\nunder Section 2.6. The parties may disclose any Personal Information as\npermitted by the User to whom it pertains, subject to Section 2.6.\n\n         10.3     Each Party acknowledges that monetary damages may not be a\nsufficient remedy for unauthorized disclosure or use of Confidential\nInformation and that each Party may seek, without waiving any other rights or\nremedies, such injunctive or equitable relief as may be deemed proper by a\ncourt of competent jurisdiction.\n\n\n                                      21\n>PAGE>   22\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n11.      LICENSES \n\n         11.1     BY MICROSOFT\/MSNBC.\n\n                  (A)    TRADEMARK LICENSE.\n\n                         (I)    Microsoft hereby grants to WebMD a\n                  non-exclusive, non-transferable, personal license to use the\n                  Microsoft MSN logos as provided by Microsoft under this\n                  Agreement for use as part of the Network Frameworks header\n                  and footer (the \"MSN Logos\"), and any other Microsoft\n                  trademark or logo as may be provided by written notice from\n                  Microsoft for use under this Agreement (the Microsoft\n                  Marks\"), solely in connection with the Health Channel and in\n                  accordance with the terms of this Agreement, including the\n                  use specifications in Exhibit G. Except as provided in this\n                  Trademark License, this Agreement does not grant WebMD any\n                  right, title, interest, or license in or to any of\n                  Microsoft's names, logos, trade dress, designs, or other\n                  trademarks. Unless otherwise provided herein or agreed upon\n                  by the parties, WebMD's use shall be mutually approved in\n                  advance.\n\n                         (II)   WebMD acknowledges, as between WebMD and\n                  Microsoft, Microsoft's sole ownership of the MSN Logos and\n                  Microsoft Marks worldwide and all associated goodwill.\n                  WebMD's use of the MSN Logos and Microsoft Marks, as between\n                  the parties, shall inure solely to the benefit of Microsoft.\n                  WebMD hereby assigns and shall assign in the future to\n                  Microsoft all rights it may acquire by operation of law or\n                  otherwise in the MSN Logos and Microsoft Marks, including all\n                  applications or registrations therefore, along with the\n                  goodwill associated therewith.\n\n                         (III)  WebMD shall fully correct and remedy any\n                  deficiencies in its use of the MSN Logos, Microsoft Marks\n                  and\/or the quality of the Health Channel where the MSN Logos\n                  or Microsoft Marks appear, upon reasonable notice from\n                  Microsoft.\n\n                         (IV)   Microsoft shall have the sole right to and in\n                  its sole discretion may commence, prosecute or defend, and\n                  control any action concerning the MSN Logos or Microsoft\n                  Marks. WebMD shall not during the Term of this Agreement\n                  contest the validity of, by act or omission jeopardize, or\n                  take any action inconsistent with, Microsoft's rights or\n                  goodwill in the MSN Logos or Microsoft Marks in any country,\n                  including attempted registration of the MSN Logos or\n                  Microsoft Marks, or use or attempted registration of any mark\n                  confusingly similar thereto.\n\n                  (B)   DISTRIBUTION OF THE MSN INTERNET TECHNOLOGIES.\n         Microsoft grants to WebMD a limited, non-exclusive, non-transferable,\n         royalty-free license to use, copy, execute, display, perform, and\n         distribute the object code version of the client software (\"Client\n         Software\"), if any, for each MSN Internet Service solely to provide\n         such Client Software to end-users in conjunction with such end user's\n         use of each respective MSN Internet Service from within the Health\n         Channel and WebMD Site; provided that any inconsistency between this\n         Section 11.1(b) and any license grant specifically contained in any\n         Exhibit or any documentation provided with any Client Software shall\n         be resolved in favor of such Exhibit or documentation. The following\n         restrictions apply to the license granted in the preceding paragraph:\n\n                         (I)    WebMD shall not use the Client Software for any\n                  purpose other than as set forth in this Agreement.\n\n                        (II)   WebMD shall not rent, lease, sell, sublicense,\n                  assign, or otherwise transfer the Client Software.\n\n                        (III)   WebMD may not reverse engineer, decompile or\n                  disassemble any Client Software or any components thereof.\n\n\n                                      22\n>PAGE>   23\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                        (IV)    WebMD may not distribute any Client Software on\n                  a stand-alone basis, e.g., other than in conjunction with the\n                  Health Channel and\/or the WebMD Site.\n\n                         (V)    WebMD shall maintain and not alter or remove\n                  any copyright, trademark, and other protective notices\n                  contained in the Client Software.\n\n                         (VI)   WebMD's distribution of the Client Software\n                  shall be pursuant to a license agreement that shall include:\n                  (A) a license grant with a statement of ownership consistent\n                  with the terms of this Agreement; (B) a prohibition against\n                  reverse engineering, decompiling and disassembly of code; (C)\n                  a disclaimer of all express and implied warranties and\n                  conditions; (D) a disclaimer of direct, indirect,\n                  consequential, incidental, or special damages on behalf of\n                  WebMD's suppliers; (D) the U.S. Government restricted rights\n                  clause as provided herein and (E) a prohibition against\n                  further redistribution of the Client Software by end users.\n\n                  All rights not expressly granted herein are reserved by\n         Microsoft. Microsoft and its suppliers shall retain title and all\n         ownership rights to the Client Software.\n\n                  (C)    DISTRIBUTION OF MSNBC CONTENT. MSNBC licenses to WebMD\n         solely such rights as are necessary for WebMD to incorporate the MSNBC\n         content into, and use MSNBC content as part of the Health Channel\n         pursuant to Section 2.1(e) above, and solely in accordance with\n         MSNBC's specific instructions with regard to any specific content. All\n         rights not expressly granted herein are reserved by MSNBC. MSNBC and\n         its suppliers shall retain title and all ownership rights to the MSNBC\n         content.\n\n                  (D) WEBTV TRADEMARK LICENSE. In accordance with the\n         development, hosting, and maintenance of a WebTV Health Channel\n         pursuant to Section 3.1(a) above, WebTV and WebMD shall enter into a\n         separate agreement regarding any use by WebMD of any WebTV trademarks\n         on or in association with such WebTV Health Channel, as the parties\n         may mutually agree.\n\n         11.2     BY WEBMD.\n\n                  (A)    TRADEMARK LICENSE.\n\n                         (I) WebMD hereby grants to Microsoft, MSNBC, and WebTV\n                  a non-exclusive, non-transferable, personal license to use\n                  the WebMD logos (the \"WebMD Logos\") attached hereto as\n                  Exhibit I, and any other WebMD trademark or logo as may be\n                  provided by written notice from WebMD for use under this\n                  Agreement (the \"WebMD Marks\"), solely in connection with the\n                  Health Channel, WebTV Health Channel, MSNBC Health Section,\n                  and Microsoft's distribution of WebMD Offerings and in\n                  accordance with the terms of this Agreement. Except as\n                  provided in this Trademark License, this Agreement does not\n                  grant Microsoft any right, title, interest, or license in or\n                  to any of WebMD's names, logos, trade dress, designs, or\n                  other trademarks. Unless otherwise provided herein or agreed\n                  upon by the parties, Microsoft's use shall be mutually\n                  approved in advance.\n\n                         (II)   Microsoft, WebTV and MSNBC acknowledge, as\n                  between Microsoft, WebTV, MSNBC and WebMD only, WebMD's sole\n                  ownership of the WebMD Logos and WebMD Marks worldwide and\n                  all associated goodwill. Microsoft's, WebTV's, and MSNBC's\n                  use of the WebMD Logos and WebMD Marks, as between the\n                  parties, shall inure solely to the benefit of WebMD.\n                  Microsoft, WebTV and MSNBC hereby assign and shall assign in\n                  the future to WebMD all rights they may acquire by operation\n                  of law or otherwise in the WebMD Logos and WebMD Marks,\n                  including all applications or registrations therefore, along\n                  with the goodwill associated therewith.\n\n                         (III)  Microsoft, WebTV, and MSNBC shall fully\n                  correct and remedy any deficiencies in their respective use\n                  of the WebMD Logos and WebMD Marks and\/or the quality of the\n                  Health Channel, WebTV Health Channel, or MSNBC Health Channel\n                  (respectively) or co-branded\n\n\n                                      23\n>PAGE>   24\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  offerings that incorporate all or portions of the Healthcare\n                  Professionals Section (with regard to Microsoft) where the\n                  WebMD Logos and\/or WebMD Marks appear, upon reasonable notice\n                  from WebMD.\n\n                         (IV)   WebMD shall have the sole right to and in its\n                  sole discretion may commence, prosecute or defend, and\n                  control any action concerning the WebMD Logos and WebMD\n                  Marks. Neither Microsoft, WebTV or MSNBC shall during the\n                  Term of this Agreement contest the validity of, by act or\n                  omission jeopardize, or take any action inconsistent with,\n                  WebMD's rights or goodwill in the WebMD Logos or WebMD Marks\n                  in any country, including attempted registration of the WebMD\n                  Logos or WebMD Marks, or use or attempted registration of any\n                  mark confusingly similar thereto.\n\n                  (B)    DISTRIBUTION OF THE HEALTH CHANNEL. Except as\n         prevented by any contracts between WebMD and third parties existing as\n         of the Execution Date, WebMD licenses to Microsoft, MSNBC and WebTV\n         all such rights as are necessary to permit each of them, on a\n         worldwide basis, to use, copy, modify (subject to the terms of this\n         Agreement), translate, execute, display, perform, distribute,\n         transmit, broadcast in any fashion, through any means, to any party,\n         as part of the MSN Site, WebTV, the MSNBC Site or other similar\n         Microsoft, WebTV or MSNBC offering (e.g., on a portable device), the\n         Health Channel, including, but not limited to all content, features,\n         technologies, materials, components, branding, and other parts thereof\n         and including but not limited to by way of Microsoft, WebTV, and\/or\n         MSNBC hosting the Health Channel on servers owned or designated by\n         Microsoft, WebTV, and\/or MSNBC. For avoidance of doubt, Microsoft\n         Revenue shall include recognized net revenue earned and billed during\n         the Term of this Agreement that is received by Microsoft, WebTV and\n         MSNBC from Advertising on similar Microsoft, WebTV or MSNBC offerings\n         (as referenced above) that incorporate the Health Channel pursuant to\n         the terms of this Section 11.2(b). Notwithstanding the foregoing,\n         within thirty (30) days of the Execution Date, WebMD shall provide\n         Microsoft, MSNBC and WebTV with a list of all content, features,\n         technologies, materials, components, branding, and other parts on the\n         WebMD Site and Health Channel for which WebMD, pursuant to agreements\n         in effect as of the Execution Date, cannot provide the foregoing\n         rights (\"Excluded Content\"). WebMD shall use best efforts to, within\n         one year of the Execution Date, either obtain comparable replacement\n         content for such Excluded Content, or to otherwise obtain the\n         necessary rights so that WebMD can grant Microsoft, MSNBC and WebTV\n         the foregoing rights to such Excluded Content.\n\n                  (C)    DISTRIBUTION OF MEDICAL PROFESSIONALS SECTION. During\n         the Term of this Agreement, WebMD shall not, directly or indirectly,\n         license, or agree to provide a WebMD Offering (as defined below) (i)\n         to or in conjunction with any of the companies listed in Exhibit J-1,\n         or (ii) that contain branding or co-branding promoting or highlighting\n         the company(ies) listed in Exhibit J-1. During the Term of this\n         Agreement, if WebMD, directly or indirectly, licenses, or agrees to\n         provide a WebMD Offering (i) to or in conjunction with any of the\n         companies listed in Exhibit J-2 or (ii) that contain branding or\n         co-branding promoting or highlighting the company(ies) in Exhibit J-2,\n         then WebMD shall inform and allow Microsoft to propose the\n         incorporation of Microsoft's products and services in such WebMD\n         Offering. WebMD shall keep Microsoft reasonably informed regarding all\n         WebMD Offerings planned or under development. For the purposes of this\n         Agreement, \"WEBMD OFFERING\" mean any co-branded or third party-branded\n         Internet, intranet, broadcast or other electronic offering of\n         health-related content, features, services, or technology that\n         incorporates all or portions of the Medical Professionals Section. In\n         addition, WebMD hereby licenses to Microsoft all such rights as are\n         necessary to permit Microsoft to use, copy, execute, display, perform,\n         distribute, transmit, and\/or broadcast in any fashion, through any\n         means, to any party, WebMD Offerings, including upon mutual agreement\n         of the parties, distribution by Microsoft or its licensees hosting\n         such WebMD Offerings on servers owned or designated by Microsoft or\n         its licensees.\n\n12.      PAYMENTS \n\n         In addition to payments required elsewhere in this Agreement and under\nthe MCS Agreement, WebMD agrees to pay Microsoft the amounts set forth in this\nSection 12.\n\n\n                                      24\n>PAGE>   25\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         12.1     ADVANCE PAYMENT FROM WEBMD TO MICROSOFT.\n\n                  (A)    YEARS 1 TO 5. In consideration for the rights granted\nhereunder, WebMD hereby agrees to pay Microsoft the following non-refundable\nyearly sums to be paid in equal quarterly installments within each Year, with\nthe first installment due on the Effective Date (or the appropriate anniversary\nthereof) and subsequent installments due each ninety days thereafter for the\nremainder of the Term until paid:\n\n                         (I)     In Year 1: a total of Twenty Nine Million\n         Dollars ($29,000,000) (\"First Year Fee\") in Seven Million Two Hundred\n         Fifty Thousand Dollar ($7,250,000) installments;\n\n                         (II)   In Year 2: a total of Thirty One Million Five\n         Hundred Thousand Dollars ($31,500,000) (\"Second Year Fee\") in Seven\n         Million Eight Hundred Seventy Five Thousand Dollar ($7,875,000)\n         installments;\n\n                         (III)   In Year 3: a total of Thirty Four Million\n         Dollars ($34,000,000) (\"Third Year Fee\") in Eight Million Five Hundred\n         Thousand Dollar ($8,500,000) installments;\n\n                         (IV)   In Year 4: a total of Thirty Two Million Five\n         Hundred Thousand Dollars ($32,500,000) (\"Fourth Year Fee\") in Eight\n         Million One Hundred Twenty Five Thousand Dollar ($8,125,000)\n         installments;\n\n                         (V)    In Year 5: a total of Thirty Five Million\n         Dollars ($35,000,000) (\"Fifth Year Fee\") in Eight Million Seven\n         Hundred Fifty Thousand Dollar ($8,750,000) installments.\n\n                         (VI)   Notwithstanding the foregoing, in the event an\n         agreement providing for an investment by Microsoft of a minimum of One\n         Hundred Million Dollars ($100,000,000) in WebMD (\"Investment\n         Agreement\") is not executed by the parties on the Execution Date of\n         this Agreement, then, at WebMD's option, the first and second\n         installments due under this Section 12.1(a), will be due on the\n         earlier of the occurrence of any of the following:\n\n                                (1)   The execution by the parties of the\n                                      Investment Agreement; or\n\n                                (2)   WebMD's closing of an initial offering to\n                                      the public of its common stock pursuant\n                                      to a registration statement effective\n                                      under the Securities Act of 1933, as\n                                      amended (\"IPO\") or the closing of any\n                                      other private or public financing by\n                                      WebMD; or\n\n                                (3)   Any transaction under which there is a\n                                      change in control of WebMD, excluding the\n                                      acquisition of WebMD by Healtheon\n                                      Corporation but otherwise including\n                                      without limitation (a) a merger or any\n                                      other combination of WebMD with another\n                                      party where the shareholders of WebMD\n                                      prior to such merger or combination own\n                                      less than sixty-five percent (65%) of the\n                                      merged or combined entity after such\n                                      merger or combination; (b) any\n                                      transaction or series of transactions\n                                      whereby a third party acquires direct or\n                                      indirect power to control the management\n                                      and policies of WebMD, as applicable,\n                                      whether through the acquisition of voting\n                                      securities, by contract, or otherwise;\n                                      (c) the sale or other transfer of any\n                                      part of the WebMD Site or any other\n                                      substantial portion of WebMD assets\n                                      (whether in a single transaction or\n                                      series of transactions), subject to\n                                      Section 18.3 below.\n\n         If WebMD delays payment of the first and second installments in\n         accordance with this Section 12.1(a)(vi), then Microsoft may in its\n         discretion delay payment of the First Year Guarantee and Second Year\n         Guarantee (as defined below) for an equal period.\n\n\n                                      25\n>PAGE>   26\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  (B)    ADVANCE PAYMENT FOR EXTENDED TERM\/PAYMENTS FROM\nMICROSOFT. In the event that Microsoft elects to extend this Agreement pursuant\nto Section 13.2 below, WebMD hereby agrees to pay Microsoft the following\nnon-refundable yearly sums to be paid in equal quarterly installments within\neach Year, with the first installment due on the appropriate anniversary of the\nEffective Date and subsequent installments due each ninety days thereafter for\nthe remainder of the Extended Term until paid:\n\n                         (I)    In Year 6: a total of Thirty Seven Million Five\n         Hundred Thousand Dollars ($37,500,000) (\"Sixth Year Fee\"), in Nine\n         Million Three Hundred Seventy Five Thousand Dollar ($9,375,000)\n         installments;\n\n                         (II)   In Year 7: a total of Forty Million Dollars\n         ($40,000,000) (\"Seventh Year Fee\"), in Ten Million Dollar\n         ($10,000,000) installments.\n\n         12.2     MICROSOFT REPORTS AND ADDITIONAL PAYMENTS. Within forty five\n(45) days following the end of each quarter of each Year (or as may be\notherwise mutually agreed between the parties to satisfy WebMD's SEC reporting\nrequirements), Microsoft will submit to WebMD a written report detailing\nMicrosoft's Revenues for the preceding fiscal quarter (\"Microsoft Revenue\nReports\"). In consideration for the rights granted by WebMD in the Warrant\nAgreement, Microsoft agrees to make the payments described below, which\npayments shall be submitted contemporaneously with the Microsoft Revenue Report\nfor the last quarter of each Year, as appropriate.\n\n                  (A)    PAYMENTS BY MICROSOFT TO WEBMD IN YEARS 1 TO 5.\n\n                         (I)    During Year 1 of this Agreement, Microsoft\n                  agrees to pay WebMD one hundred percent (100%) of the\n                  Microsoft Revenues, until such time as WebMD has received a\n                  total amount equal to the First Year Fee, at which time\n                  Microsoft agrees to pay WebMD fifty percent (50%) of the\n                  Microsoft Revenues as detailed in the Year 1 Revenue Reports\n                  for the remainder of Year 1; provided that if WebMD's portion\n                  of the Microsoft Revenues in Year 1 is less than Twenty Two\n                  Million Five Hundred Thousand Dollars ($22,500,000) (\"First\n                  Year Guarantee\"), Microsoft will provide WebMD with the\n                  positive difference between the First Year Guarantee and\n                  WebMD's portion of the Microsoft Revenues;\n\n                         (II)    During Year 2 of this Agreement, Microsoft\n                  agrees to pay WebMD one hundred percent (100%) of the\n                  Microsoft Revenues, until such time as WebMD has received a\n                  total amount equal to the Second Year Fee, at which time\n                  Microsoft agrees to pay WebMD fifty percent (50%) of the\n                  Microsoft Revenues as detailed in the Year 2 Revenue Reports\n                  for the remainder of Year 2; provided that if WebMD's portion\n                  of the Microsoft Revenues in Year 2 is less than Twenty Two\n                  Million Five Hundred Thousand Dollars ($22,500,000) (\"Second\n                  Year Guarantee\"), Microsoft will provide WebMD with the\n                  positive difference between the Second Year Guarantee and\n                  WebMD's portion of the Microsoft Revenues;\n\n                         (III)  During the Year 3 of this Agreement, Microsoft\n                  agrees to pay WebMD one hundred percent (100%) of the\n                  Microsoft Revenues, until such time as WebMD has received a\n                  total amount equal to the Third Year Fee, at which time\n                  Microsoft agrees to pay WebMD fifty percent (50%) of the\n                  Microsoft Revenues as detailed in the Year 3 Revenue Reports\n                  for the remainder of Year 3; provided that if WebMD's portion\n                  of the Microsoft Revenues in Year 3 is less than Twenty\n                  Million Dollars ($20,000,000) (\"Third Year Guarantee\"),\n                  Microsoft will provide WebMD with the positive difference\n                  between the Third Year Guarantee and WebMD's portion of the\n                  Microsoft Revenues;\n\n                         (IV)   During the Year 4 of this Agreement, Microsoft\n                  agrees to pay WebMD one hundred percent (100%) of the\n                  Microsoft Revenues, until such time as WebMD has received a\n                  total amount equal to the Fourth Year Fee, at which time\n                  Microsoft agrees to pay WebMD fifty percent (50%) of the\n                  Microsoft Revenues as detailed in the Year 4 Revenue Reports\n                  for the remainder of Year 4; provided that if WebMD's portion\n                  of the Microsoft Revenues in Year 4 is less than Seventeen\n                  Million Five Hundred Thousand Dollars ($17,500,000) (\"Fourth\n                  Year\n\n\n                                      26\n>PAGE>   27\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  Guarantee\"), Microsoft will provide WebMD with the positive\n                  difference between the Fourth Year Guarantee and WebMD's\n                  portion of the Microsoft Revenues;\n\n                         (V)    During the Year 5 of this Agreement, Microsoft\n                  agrees to pay WebMD one hundred percent (100%) of the\n                  Microsoft Revenues, until such time as WebMD has received a\n                  total amount equal to the Fifth Year Fee, at which time\n                  Microsoft agrees to pay WebMD fifty percent (50%) of the\n                  Microsoft Revenues as detailed in the Year 5 Revenue Reports\n                  for the remainder of Year 5; provided that if WebMD's portion\n                  of the Microsoft Revenues in Year 5 is less than Seven\n                  Million Five Hundred Thousand ($17,500,000) (\"Fifth Year\n                  Guarantee\"), Microsoft will provide WebMD with the positive\n                  difference between the Fifth Year Guarantee and WebMD's\n                  portion of the Microsoft Revenues.\n\n                  (B)    PAYMENTS BY MICROSOFT TO WEBMD IN THE EXTEND TERM.\n         During Year 6, if any, of the Term of this Agreement, Microsoft agrees\n         to pay WebMD one hundred percent (100%) of the Microsoft Revenues until\n         such time as WebMD has received a total amount equal to the Sixth Year\n         Fee, at which time Microsoft agrees to pay WebMD fifty percent (50%) of\n         the Microsoft Revenue as detailed in the Year 6 Revenue Reports for\n         the remainder of Year 6. During Year 7, if any, of the Term of this\n         Agreement, Microsoft agrees to pay WebMD one hundred percent (100%) of\n         the Microsoft Revenues until such time as WebMD has received a total \n         amount equal to the Seventh Year Fee, at which time Microsoft agrees to\n         pay WebMD fifty percent (50%) of the Microsoft Revenue as detailed in \n         the Year 7 Revenue Report for the remainder of Year 7.\n\n         12.3     WEBMD ADDITIONAL PAYMENTS. WebMD agrees to make the following\nadditional payments, which payments shall be submitted within forty five (45)\ndays following the end of the last quarter of each Year, as appropriate: During\nthe each Year of the Term of this Agreement, WebMD agrees to pay Microsoft a\nsales commission of twenty five percent (25%) of all amounts paid to WebMD by\nMicrosoft under Section 12.2(a) above up to the applicable yearly guarantee\n(i.e., in Year 1 the First Year Guarantee, in Year 2 the Second Year Guarantee,\netc.).\n\n         12.4     PAYMENTS FOR MICROSOFT SPONSORSHIP COMMITMENT\n\n                  (A)    WEBMD REPORTS AND INVOICE. On a quarterly basis, WebMD\n         shall provide Microsoft with a report (\"WEBMD QUARTERLY REPORT\") that\n         contains the following information, in accordance with any reporting\n         forms that may be provided by Microsoft:\n\n                    (i)    the number of Microsoft-sponsored WebMD\n                           Memberships during the just-completed quarter\n                           (including initial date of registration, End User\n                           Member location, and identity of party(ies) that\n                           assisted in the distribution of the End User\n                           Member's Microsoft-sponsored WebMD Membership);\n\n                    (ii)   the amount payable by Microsoft based upon (i) the\n                           total number of Microsoft-sponsored WebMD\n                           Memberships during the just-completed quarter and\n                           (ii) the Base Membership Fee;\n\n                    (iii)  the total number of Microsoft-sponsored WebMD\n                           Memberships sponsored by Microsoft since the\n                           Effective Date; and\n\n                    (iv)   the amount of Promotional Payments due from WebMD\n                           to Microsoft in accordance with Section 12.4(b)\n                           below.\n\n         WebMD shall send the WebMD Quarterly Reports and corresponding\n         invoices to Microsoft no later than thirty days following the end of\n         each fiscal quarter.\n\n                  (B)    PAYMENT BY MICROSOFT. Microsoft agrees to pay invoices\n         properly submitted in accordance with this Section 12.4 within forty\n         five (45) days after Microsoft's receipt of the same.\n\n\n                                      27\n>PAGE>   28\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         12.5     DISTRIBUTION PAYMENTS BY WEBMD. To facilitate distribution of\nWebMD Memberships by Microsoft, WebMD agrees to pay Microsoft or Microsoft's\ndesignee $5 for each WebMD Membership Month that Microsoft sponsors hereunder\n(\"DISTRIBUTION Payments\"). Such payments shall be due, with regard to the\nMicrosoft-sponsored WebMD Memberships in effect during a given quarter, thirty\n(30) days after issuance of the WebMD Quarterly Report for such quarter.\nFollowing written notice by Microsoft, WebMD shall direct all or some of the\nDistribution Payments due hereunder to third parties designated by Microsoft.\n\n         12.6     REVENUE SHARING FOR MEDICAL PROFESSIONALS SECTION.\n\n                  (A)    WEBMD ADVERTISING\/SPONSORSHIP REVENUES. WebMD will pay\n         Microsoft fifty percent (50%) of all WebMD Advertising\/Sponsorship\n         Revenues pertaining to or derived from the Microsoft-sponsored WebMD\n         Memberships and DuPont-sponsored WebMD memberships until such time as\n         Microsoft has recouped, through the payments contemplated by this\n         Section 12.6(a), all amounts paid by Microsoft to WebMD for\n         Microsoft-sponsored WebMD Memberships provided under this Agreement,\n         at which point WebMD will pay Microsoft twenty five percent (25%) of\n         all WebMD Advertising\/Sponsorship Revenues pertaining to or derived\n         from the Microsoft-sponsored WebMD Memberships and DuPont-sponsored\n         WebMD memberships for the remainder of the Term of this Agreement. If\n         WebMD agrees to pay any third party a greater percentage of WebMD\n         Advertising\/Sponsorship Revenues than the then-current percentage of\n         WebMD Advertising\/Sponsorship Revenues to be paid to Microsoft\n         hereunder, the percentage of WebMD Advertising\/Sponsorship Revenues to\n         be paid to Microsoft hereunder shall automatically be increased to\n         equal the highest percentage of WebMD Advertising\/Sponsorship Revenues\n         to be paid to any third party.\n\n                  (B)    WEBMD UPSELL REVENUES. WebMD will pay Microsoft\n         fifteen percent (15.0%) of all WebMD Upsell Revenues pertaining to or\n         derived from the Microsoft-sponsored WebMD Memberships and\n         DuPont-sponsored WebMD memberships, during the Term of this Agreement.\n         If WebMD agrees to pay any third party a greater percentage of WebMD\n         Upsell Revenues than the percentage of WebMD Upsell Revenues to be\n         paid to Microsoft hereunder, then the percentage of WebMD Upsell\n         Revenues to be paid to Microsoft hereunder shall automatically be\n         increased to equal the highest percentage of WebMD Upsell Revenues to\n         be paid to any third party.\n\n                  (C)    WEBMD E-COMMERCE REVENUES. WebMD will pay Microsoft\n         fifteen percent (15.0%) of all WebMD E-Commerce Revenues pertaining to\n         or derived from the Microsoft-sponsored WebMD Memberships and\n         DuPont-sponsored WebMD memberships, during the Term of this Agreement.\n         If WebMD agrees to pay any third party a greater percentage of WebMD\n         E-Commerce Revenues than the percentage of WebMD E-Commerce Revenues\n         to be paid to Microsoft hereunder, then the percentage of WebMD\n         E-Commerce Revenues to be paid to Microsoft hereunder shall\n         automatically be increased to equal the highest percentage of WebMD\n         E-Commerce Revenues to be paid to any third party.\n\n                  (D)    CALCULATION AND PAYMENTS. On a quarterly basis, WebMD\n         shall provide Microsoft with a written statement together with payment\n         for the amounts shown thereby to be due to Microsoft under this\n         Section 12.6. Such statement shall be in a format approved by\n         Microsoft that details, at a minimum, (i) the aggregate WebMD\n         Advertising\/Sponsorship Revenues, WebMD Upsell Revenues, and WebMD\n         E-Commerce Revenues for the just completed quarter; (ii) Microsoft's\n         allocated portion of such revenues; and (iii) such other information\n         as Microsoft deems necessary to determine the amounts payable to\n         Microsoft under this Section 12.6\n\n         12.7     GENERAL. Receipt or acceptance by the parties of any reports\nfurnished pursuant to this Agreement or any sums paid hereunder shall not\npreclude such party from questioning the correctness thereof at any time, up to\nsix (6) months after receipt of the report or payment, and in the event that\nany mistake is discovered in any such report or payment, and the party making\nthe mistake is apprised of it, such party shall immediately rectify the\nmistake.\n\n         12.8     AUDITS.\n\n\n                                      28\n>PAGE>   29\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  (A)    BY WEBMD. During the Term of this Agreement, Microsoft\n         agrees to keep all usual and proper records and books of account and\n         all usual and proper entries and other documentation relating to\n         Microsoft Revenue and all payments to be made by Microsoft hereunder.\n         During the Term and for a period of six (6) months following the\n         expiration or termination of this Agreement, WebMD shall have the\n         right to cause an audit and\/or inspection to be made of such records\n         of Microsoft in order to verify statements issued by Microsoft and\n         Microsoft's compliance with the terms of this Agreement. Any such\n         audit shall be conducted by an independent certified public accountant\n         selected by WebMD (other than on a contingent fee basis) and\n         reasonably acceptable to Microsoft. Any audit and\/or inspection shall\n         be conducted during regular business hours at Microsoft's facilities\n         upon at least thirty (30) days prior written notice. Such audits shall\n         be made no more often than once every twelve (12) months.\n\n                  (B)    BY MICROSOFT. During the Term of this Agreement, WebMD\n         agrees to keep all usual and proper records and books of account and\n         all usual and proper entries and other documentation relating to the\n         WebMD Quarterly Reports and all user and other reports submitted or to\n         be submitted by WebMD hereunder. During the Term and for a period of\n         six (6) months following the expiration or termination of this\n         Agreement, Microsoft shall have the right to cause an audit and\/or\n         inspection to be made of such records of WebMD in order to verify\n         statements issued by WebMD and WebMD's compliance with the terms of\n         this Agreement. Any such audit shall be conducted by an independent\n         certified public accountant selected by Microsoft (other than on a\n         contingent fee basis) and reasonably acceptable to WebMD. Any audit\n         and\/or inspection shall be conducted during regular business hours at\n         WebMD's facilities upon at least thirty (30) days prior written\n         notice. Such audits shall be made no more often than once every twelve\n         (12) months.\n\n         12.9     COSTS. Except as expressly provided herein, all costs\nincurred by any party in fulfilling any of its obligations under this Agreement\nshall be borne by that party, without reimbursement from the other party.\n\n13.      TERM\/DEFAULT\/TERMINATION\n\n         13.1     TERM. This Agreement shall commence on the Effective Date and\ncontinue, except as provided in Section 3.1(b)(ix) above, for a period of five\n(5) years following the earlier of (a) the thirtieth day following the\nEffective Date or (b) the date on which the transition page (referenced in\nSection 2.1(a)) is publicly available, unless earlier terminated or extended as\nprovided in this Section 13 (the \"Term\").\n\n         13.2     RENEWAL. The Term of this Agreement can be extended by\nMicrosoft in its sole discretion for successive additional periods of one (1)\nyear each (\"Extended Term\") pursuant to the same terms and conditions set forth\nherein. To exercise the foregoing renewal option, Microsoft shall provide WebMD\nwith written notice of same at least ninety (90) days prior to the expiration\nof the original Term of this Agreement.\n\n         13.3     TERMINATION FOR CAUSE\n\n                  (A)   BY MICROSOFT\/WEBMD. In addition to any other rights\n         and\/or remedies that such party may have under the circumstances, all\n         of which are expressly reserved, and except as expressly provided in\n         Section 13.3(b) below, Microsoft and WebMD may terminate this\n         Agreement at any time if:\n\n                        (I)     the other party (i.e., Microsoft or WebMD) is\n                  in material breach of any warranty, representation, term,\n                  condition or covenant of this Agreement, other than those\n                  contained in Section 10, and fails to cure that breach within\n                  forty-five (45) days after written notice thereof; or\n\n                         (II)   The other party is in material breach of\n                  Section 10; or\n\n                         (III)  the other party becomes insolvent or makes any\n                  assignment for the benefit of creditors or similar transfer\n                  evidencing insolvency; or suffers or permits the commencement\n                  of any form of insolvency or receivership proceeding; or has\n                  any petition under any bankruptcy law\n\n\n                                      29\n>PAGE>   30\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n                  filed against it, which petition is not dismissed within\n                  sixty (60) days of such filing; or has a trustee or receiver\n                  appointed for its business or assets or any part thereof.\n\n\n                  (B)    BY WEBTV, MSNBC, WEBMD.\n\n                         (I)    Notwithstanding any other provision of this\n                  Agreement, and in addition to any other rights and\/or\n                  remedies that such party may have under the circumstances,\n                  WebMD shall be entitled to terminate this Agreement solely\n                  with respect to the WebTV Health Channel, at any time if\n                  WebTV is in material breach of any warranty, representation,\n                  term, condition or covenant made by WebTV under this\n                  Agreement, other than those contained in Section 10, and\n                  fails to cure that breach within forty-five (45) days after\n                  written notice thereof, or is in material breach of Section\n                  10. Further, WebMD shall be entitled to terminate this\n                  Agreement solely with respect to the MSNBC Health Section, at\n                  any time if MSNBC is in material breach of any warranty,\n                  representation, term, condition or covenant made by MSNBC\n                  under this Agreement, other than those contained in Section\n                  10, and fails to cure that breach within forty-five (45) days\n                  after written notice thereof, or is in material breach of\n                  Section 10.\n\n                         (II)   Correspondingly, in addition to any other\n                  rights and\/or remedies that such party may have under the\n                  circumstances, WebTV shall be entitled to terminate this\n                  Agreement solely with respect to the WebTV Health Channel, at\n                  any time if WebMD is in material breach of any warranty,\n                  representation, term, condition or covenant made by WebMD\n                  under this Agreement solely with regard to the WebTV Health\n                  Channel, other than those contained in Section 10, and fails\n                  to cure that breach within forty-five (45) days after written\n                  notice thereof, or is in material breach of Section 10 (with\n                  regard to WebTV confidential information), and neither MSNBC\n                  nor Microsoft shall have a right of termination with regard\n                  to any such breach. Further, in addition to any other rights\n                  and\/or remedies that such party may have under the\n                  circumstances, MSNBC shall be entitled to terminate this\n                  Agreement solely with respect to the MSNBC Health Section, at\n                  any time if WebMD is in material breach of any warranty,\n                  representation, term, condition or covenant made by WebMD\n                  under this Agreement solely with regard to the MSNBC Health\n                  Section, other than those contained in Section 10, and fails\n                  to cure that breach within forty-five (45) days after written\n                  notice thereof, or is in material breach of Section 10 (with\n                  regard to MSNBC confidential information), and neither WebTV\n                  nor Microsoft shall have a right of termination with regard\n                  to any such breach. For purposes of clarification, nothing\n                  herein shall limit Microsoft's right of termination under\n                  Section 3.3(a) above with regard to any material breach by\n                  WebMD that affects more than the WebTV Health Channel or the\n                  MSNBC Health Section.\n\n                  (C)    SURVIVAL. Termination under Sections 13.3(a)(i)-(iii),\n         and 13(b) shall be effective immediately upon written notice. In the\n         event of termination hereunder, the following sections shall survive:\n         Section 2.6 (as appropriate as provided therein), the first sentence\n         of Section 4.3, Sections 9, 10, 12.8, 13.4, 14, 15, 18.2, 18.4, and\n         18.5.\n\n         13.4     EFFECT OF TERMINATION.\n\n                  (A)    Upon termination, and subject to Section 13.3(b) above,\n         each Party shall, at the other Party's direction, return or certify\n         destruction of Confidential Information of such other Party. No Party\n         shall be liable to the other for damages of any sort resulting solely\n         from terminating this Agreement in accordance with its terms. If\n         Microsoft terminates this Agreement pursuant to Section 13.3 on any\n         date that is more than ninety (90) days after the Effective Date, then\n         WebMD shall pay Microsoft all sums due and owing as of the date of\n         termination, and further shall pay Microsoft two additional quarterly\n         installments on the Advance Payments set forth in Section 12.1(a) or\n         12.1(b) (whichever section is applicable as of the date of\n         termination). If WebMD terminates this Agreement pursuant to Section\n         13.3 on any date that is more than ninety (90) days after the\n         Effective Date, then Microsoft shall pay WebMD all sums due and owing\n         as of the date of termination, and further shall pay WebMD an amount\n         equal to two times the average amount\n\n\n                                      30\n>PAGE>   31\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         of Microsoft Revenue paid to WebMD under Section 12.2 above over the\n         two quarters immediately preceding the quarter in which the\n         termination occurs (i.e., [(Microsoft Revenue 1st Preceding Quarter +\n         Microsoft Revenue for 2nd Preceding Quarter) \/ 2] x 2).\n\n                  (B)    Upon expiration or termination of this Agreement, each\n         party shall provide reasonable assistance to the other for such\n         reasonable time and upon such terms and conditions as shall be\n         mutually agreed upon in order to assure an orderly transition and wind\n         down in such a manner as shall minimize disruption to the Users. The\n         goal of the parties is to ensure a smooth and seamless transition for\n         the user to maintain a high level of customer satisfaction. Subject to\n         the foregoing, following expiration or termination of this Agreement,\n         WebMD shall immediately provide Microsoft, WebTV, and MSNBC with all\n         User Information WebMD collected prior to the expiration and\n         termination which WebMD is required to provide under Sections 2.6 and\n         3.1(a) and (b) above. To the extent such rights have been or are\n         obtained from User and subject to Section 2.6, each party may retain\n         and continue to use all User Information in its possession following\n         the expiration or termination of the Agreement.\n\n14.      WARRANTIES AND INDEMNIFICATION.\n\n         14.1     WEBMD WARRANTIES. WebMD warrants and represents that: (i) it\nhas sufficient authority to enter into this Agreement and to grant the rights\nset forth herein; (ii) it has not previously and will not grant any rights to\nany third party that are inconsistent with the rights granted to Microsoft,\nMSNBC and\/or WebTV herein; (iii) all materials delivered by WebMD to Microsoft\nand\/or included in the Health Channel pursuant to this Agreement, excluding\ncontent provided by Microsoft (directly or through a third party) or MSNBC and\nused in accordance with their instructions (\"WebMD Content\") are owned or\nlicensed by WebMD and do not infringe the copyrights, trademarks, service marks\nor any other personal or proprietary right of any third party; (iv) to the best\nof WebMD's knowledge after reasonable inquiry, the WebMD Site and Health\nChannel and all actions occurring on the WebMD Site and Health Channel are in\ncompliance with all applicable laws, including, but not limited to laws\ngoverning confidential health care information (i.e., the Health Insurance\nPortability and Accountability Act of 1996 (HIPAA)); and (v) the Health Channel\nand all WebMD Content contained therein comply with the Specifications; (vi)\nWebMD will not upload or permit any upload of any messages, data, images or\nprograms, excluding those provided to WebMD by Microsoft and uploaded in\naccordance with all Microsoft's directions, to the Health Channel or any\nMicrosoft property or equipment, that would violate the property rights of\nothers, including unauthorized copyrighted text, images, programs or trade\nsecrets or other confidential and\/or proprietary information, or trademarks or\nservice marks used in an infringing fashion; (vii) the WebMD Content, to the\nbest of WebMD's knowledge after reasonable inquiry, is factually accurate and\ndoes not contain any information, instruction or formula that might be\ninjurious to anyone's physical well-being, and that it does not, and its use by\nMicrosoft as permitted in this Agreement will not, defame or disparage any\nthird party; (viii) WebMD shall be a member in good standing in the TRUSToE\nprivacy program by the earlier of the Effective Date or the availability of the\ntransition page described in Section 2.1(a) above, and shall remain such or be\na member in good standing of another industry-recognized online privacy\norganization during the Term, WebMD shall adhere to information gathering,\ndissemination, privacy protection and other practices specified in the TRUSToE\nlicense agreement available at http:\/\/www.truste.org, as such agreement may be\namended from time to time or such other organization's license, and with\nrespect to the Health Channel, WebMD's policy program shall be consistent with\nthe privacy policy displayed to end-users as part of the template; and (ix)\nWebMD has the right to include all parts, including but not limited to content,\nmaterials and services, and excluding Advertising, of the WebMD Consumer Site\nin the Health Channel and the right to grant to Microsoft all rights granted by\nWebMD to Microsoft under this Agreement, subject only to contracts in existence\nas of the Execution Date which create the limitations set forth in Exhibit __\nhereto.\n\n         14.2     MICROSOFT, MSNBC AND WEBTV WARRANTIES. Microsoft warrants and\nrepresents that: (i) it has sufficient authority to enter into this Agreement,\n(ii) all materials delivered by Microsoft to WebMD pursuant to this Agreement\n(excluding any trademarks and logos) do not infringe the copyrights,\ntrademarks, service marks or any other personal or proprietary right of any\nthird party; (iii) to the best of its knowledge after reasonable inquiry, MSN\nand all actions occurring on the foregoing are in compliance with all\napplicable laws; and (iv) Microsoft is a member in good standing in the TRUSToE\nprivacy program, and shall remain such or be a member in good standing of\nanother industry-recognized online privacy organization during the Term of this\nAgreement, and Microsoft shall adhere to information gathering, dissemination,\nprivacy protection and other practices specified in the TRUSToE\n\n                                      31\n>PAGE>   32\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nlicense agreement available at http:\/\/www.truste.org, as such agreement may be\namended from time to time or such other organization's license. MSNBC warrants\nand represents that it has sufficient authority to enter into this Agreement.\nWebTV warrants and represents that it has sufficient authority to enter into\nthis Agreement.\n\n         14.3     INDEMNIFICATION BY WEBMD. WebMD will indemnify Microsoft,\nMSNBC and WebTV from and against any loss, claim, liability, damage, action or\ncause of action (including, without limitation, reasonable attorneys' fees)\nbrought against Microsoft by a third party and arising from or related to (a)\nthe WebMD Content; (b) any materials or data provided by WebMD or at WebMD's\ndirection to Microsoft; (c) any act or omission which if true would be a breach\nby WebMD of this Agreement; (d) any claim that the WebMD Site or Health\nChannel, or any action occurring on the WebMD Site or Health Channel, violates\nany applicable laws; (e) any claim that WebMD Content on the Health Channel is\nnot factually accurate or contains information, instructions or formulas that\nare injurious to person's physical well-being, or defame or disparage a third\nparty; (f) any information subject to HIPAA regulation or (g) the Medical\nProfessionals Section; provided that Microsoft cooperates as set forth in\nSection 14.5. Microsoft reserves the right to immediately discontinue the\nplacement of the Health Channel or to otherwise require the removal of any\nportion of the Health Channel and\/or any links to the WebMD Site as provided in\nthis Agreement, pending the satisfactory resolution of such matter, in the\nevent that Microsoft receives a claim from a third party which alleges that the\nHealth Channel, or any part thereof, or a section of the WebMD Site directly\nlinked to by Microsoft or any portion thereof or any materials delivered\nhereunder: (a) violates any applicable laws, and\/or (b) infringes the\ncopyrights, trademarks, service marks or any other proprietary right of any\nthird party; provided that Microsoft in good faith believes that such\nallegation has merit and provided that Microsoft may only discontinue or remove\nthe relevant portion of the Health Channel or links impacted by or referenced\nin the claim.\n\n         14.4     INDEMNIFICATION BY MICROSOFT. Microsoft will indemnify WebMD\nfrom and against any loss, claim, liability, damage, action or cause of action\n(including, without limitation, reasonable attorneys' fees) brought against\nWebMD by a third party and arising from or related to any material contained\nwithin the Network Framework, any materials provided by Microsoft to WebMD, or\nany breach by Microsoft of the foregoing warranties, provided that WebMD\ncooperates as set forth in Section 14.5. WebMD reserves the right to\nimmediately replace the relevant content from the Health Channel as provided in\nthis Agreement, pending the satisfactory resolution of such matter, in the\nevent that WebMD receives a claim from a third party which alleges that the\nHealth Channel or any portion thereof or any materials delivered hereunder: (a)\nviolates any applicable laws, and\/or (b) infringes the copyrights, trademarks,\nservice marks or any other proprietary right of any third party; provided that\nWebMD in good faith believes that such allegation has merit.\n\n         14.5     INDEMNIFICATION PROCESS. If any action shall be brought\nagainst a Party (the \"Claimant\") in respect to which indemnity may be sought\nfrom the another Party (the \"Indemnifying Party\") pursuant to the provisions of\nthis Section, the Claimant shall promptly notify the Indemnifying Party in\nwriting, specifying the nature of the action and the total monetary amount\nsought or other such relief as is sought therein. The Claimant shall cooperate\nwith the Indemnifying Party at the Indemnifying Party's expense in all\nreasonable respects in connection with the defense of any such action. The\nIndemnifying Party may upon written notice to Claimant undertake to control and\nconduct all proceedings or negotiations in connection therewith, assume and\ncontrol the defense thereof, and if it so undertakes, it shall also undertake\nall other required steps or proceedings to settle or defend any such action,\nincluding the employment of counsel which shall be reasonably satisfactory to\nClaimant, and payment of all reasonably incurred expenses. Claimant shall have\nthe right to employ separate counsel to provide input into the defense, at\nClaimant's own cost. The Indemnifying Party shall reimburse Claimant upon\ndemand for any payments made or loss suffered by it at any time after the date\nof tender, based upon the judgment of any court of competent jurisdiction or\npursuant to a bona fide compromise or settlement of claims, demands, or\nactions, in respect to any damages to which the foregoing relates. The\nIndemnifying Party shall not settle any claim or action under this Section 14.5\non Claimant's behalf without first obtaining Claimant's written permission,\nwhich permission shall not be unreasonably withheld.\n\n         14.6    PRODUCTS OR SERVICES DELIVERED UNDER THE TERMS OF THIS\nAGREEMENT SHALL BE SUBJECT TO THE TERMS OF THE LIMITED WARRANTY STATEMENT, IF\nANY, SPECIFIED BY THE DELIVERING PARTY FOR THE SPECIFIC PRODUCT OR SERVICE.\nCERTAIN SOFTWARE\n\n\n                                      32\n>PAGE>   33\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n\nPRODUCTS MAY BE PROVIDED TO THE OTHER PARTY \"AS IS\" WITHOUT WARRANTY OR\nCONDITION OF ANY KIND, IF SO DESIGNATED BY THE LICENSOR. FOR SUCH PRODUCTS, THE\nENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH SOFTWARE IS ASSUMED BY\nTHE RECEIVING PARTY AND ITS CUSTOMERS AND SUBLICENSEES, IF ANY. THE WARRANTIES\nSET FORTH IN SECTIONS 14.1, 14.2, AND THIS SECTION 14.6 ARE THE ONLY WARRANTIES\nMADE BY THE PARTIES. EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR\nREPRESENTATION EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED\nWARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. NO\nPARTY WARRANTS THAT ACCESS TO OR USE OF THE SITES OR CHANNELS WILL BE\nUNINTERRUPTED OR ERROR-FREE, OR THAT ANY SOFTWARE OR SERVICES WILL MEET ANY\nPARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. WITHOUT LIMITING THE GENERALITY\nOF THE FOREGOING, WEBMD EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS\nEXPRESSLY PROVIDED HEREIN, MICROSOFT HAS NOT MADE ANY EXPRESS OR IMPLIED\nREPRESENTATIONS, ASSURANCES AND\/OR WARRANTIES REGARDING THE NUMBER OF CLICK\nTHROUGHS OR WEBMD SITE WEB PAGE VIEWS WHICH MAY BE GENERATED BY THE PLACEMENT\nOF LINKS HEREUNDER AND THAT WEBMD HAS NOT RELIED ON ANY STATEMENTS BY MICROSOFT\nOR ANY THIRD PARTIES IN RELATION THERETO IN ENTERING INTO THIS AGREEMENT.\n\n15.      LIMITATION OF LIABILITIES\n\n         NO PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,\nCONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS\nAGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,\nBUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH\nPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL\nNOT APPLY TO ANY PARTY'S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE\nRELIEF; (B) OBLIGATIONS UNDER SECTION 10 OR THE NDA; AND (C) INDEMNIFICATION\nOBLIGATIONS UNDER SECTION 14.\n\n16.      NON-EXCLUSIVITY; PRESS RELEASES\n\n         16.1 Except as specifically stated herein, nothing in this Agreement\nwill be construed as restricting any Party's ability to acquire, license,\ndevelop, manufacture or distribute for itself, or have others acquire, license,\ndevelop, manufacture or distribute for itself, content, software, news, sites,\nsearch services, search results or the like, which is the same or similar to\nthat contemplated by this Agreement, or to market, promote and distribute same\nin addition to that contemplated by this Agreement.\n\n         16.2 No party will issue any press release or make any public\nannouncement(s) relating in any way whatsoever to this Agreement or the\nrelationship established by this Agreement without the express prior written\nconsent of the other party, which consent shall not be unreasonably withheld.\nHowever, the parties acknowledge that this Agreement, or portions thereof, may\nbe required under applicable law to be disclosed, as part of or an exhibit to a\nparty's required public disclosure documents. If any party is advised by its\nlegal counsel that such disclosure is required, it will notify the other in\nwriting and the parties will jointly seek confidential treatment of this\nAgreement to the maximum extent reasonably possible, in documents approved by\nboth parties and filed with the applicable governmental or regulatory\nauthorities.\n\n\n                                      33\n>PAGE>   34\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n\n17.      INSURANCE \n\n         17.1     Effective with the inception and throughout the Term of this\nAgreement, WebMD shall procure and maintain the following insurance coverage.\nSuch insurance shall be in a form and with insurers reasonably acceptable to\nMicrosoft, and shall comply with the following minimum requirements: Commercial\nGeneral Liability Insurance of the Occurrence Form with policy limits of not\nless Three Million Dollars ($3,000,000) combined single limit each occurrence\nfor Bodily Injury and Property Damage combined, and Two Million Dollars\n($2,000,000) Personal and Advertising Injury Limit; and\n\n         17.2     WebMD shall procure and maintain the following insurance\ncoverage. Such insurance shall be in a form and with insurers reasonably\nacceptable to Microsoft, and shall comply with the following minimum\nrequirements: Errors & Omissions Liability \/ Professional Liability Insurance\nwith policy limits of not less than Four Million Dollars ($4,000,000) each\nclaim with a deductible of not more than $50,000.00. Such insurance shall\ninclude coverage for infringement of proprietary rights of any third party,\nincluding without limitation copyright and trademark infringement as related to\nWebMD's performance under this Agreement. The Errors & Omissions Liability \/\nProfessional Liability Insurance retroactive coverage date will be no later\nthan the Effective Date of this Agreement. Upon expiration or termination of\nthis Agreement, WebMD will maintain an extended reporting period providing that\nthe claims first made and reported to the insurance WebMD within one year after\nthe end of this Agreement will be deemed to have been made during the policy\nperiod.\n\n         Promptly upon execution of the Agreement, WebMD shall provide to\nMicrosoft proof evidencing full compliance with the insurance requirements set\nforth herein. WebMD shall notify Microsoft in writing if WebMD's insurance\ncoverage is to be canceled or materially altered so as to not comply with the\nrequirements of this section with such notice to provided be no later than the\nlater of (i) at least thirty (30) days in advance of the cancellation or (ii)\ntwenty-four (24) hours after WebMD receives notice of the cancellation.\n\n18.      GENERAL PROVISIONS\n\n         18.1     INDEPENDENT CONTRACTORS. The Parties are independent\ncontractors with respect to each other, and nothing in this Agreement shall be\nconstrued as creating an employer-employee relationship, a partnership, agency\nrelationship or a joint venture between the Parties.\n\n         18.2    GOVERNING LAW. This Agreement shall be governed by the laws of\nthe State of New York as though entered into by New York residents and to be\nperformed entirely within the State of New York. The parties consent to\nexclusive jurisdiction and venue in the state and federal courts sitting in New\nYork. In any action or suit to enforce any right or remedy under this Agreement\nor to interpret any provision of this Agreement, the prevailing Party shall be\nentitled to recover its costs, including reasonable attorneys' fees.\n\n         18.3     ASSIGNMENT. No party may transfer, assign or sublicense this\nAgreement, or any rights and\/or obligations hereunder, whether by contract or\nby operation of law, except with the express written consent of the other\nparties, and any attempted transfer, assignment or sublicense by a party in\nviolation of this Section shall be void and shall constitute a material default\nand breach of this Agreement. For purposes of this Agreement, an \"transfer\"\nunder this Section shall be deemed to include, without limitation, the\nfollowing: (a) a merger or any other combination of an entity with another\nparty where the shareholders of WebMD prior to such merger or combination own\nless than sixty-five percent (65%) of the merged or combined entity after such\nmerger or combination; (b) any transaction or series of transactions whereby a\nthird party acquires direct or indirect power to control the management and\npolicies of WebMD or Microsoft, as applicable, whether through the acquisition\nof voting securities, by contract, or otherwise; (c) the sale or other transfer\nof any part of the business obligated or benefiting from this Agreement or any\nother substantial portion of assets (whether in a single transaction or series\nof transactions), or (d) the transfer of any rights or obligations in the\ncourse of a liquidation or other similar reorganization of an entity. Subject\nto the provisions of this Section, this Agreement shall be binding upon and\ninure to the benefit of each party and their respective successors and assigns.\nAny transfer, assignment or sublicense approved by a party will at a minimum\nrequire that the party to which this Agreement, or any rights and\/or\nobligations hereunder, is transferred, assigned or sublicensed succeeds the\ntransferring, assigning, or sublicensing\n\n\n                                      34\n>PAGE>   35\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nparty as to all obligations (including the obligations set forth in this\nSection 18.3) of the transferring, assigning or sublicensing party.\n\n         18.4     CONSTRUCTION. In the event that any provision of this\nAgreement conflicts with governing law or if any provision is held to be null,\nvoid or otherwise ineffective or invalid by a court of competent jurisdiction,\n(i) such provision shall be deemed to be restated to reflect as nearly as\npossible the original intentions of the Parties in accordance with applicable\nlaw, and (ii) the remaining terms, provisions, covenants and restrictions of\nthis Agreement shall remain in full force and effect. This Agreement has been\nnegotiated by the Parties and their respective counsel and will be interpreted\nfairly in accordance with its terms and without any strict construction in\nfavor of or against any party. The section headings used in this Agreement are\nintended for convenience only and shall not be deemed to affect in any manner\nthe meaning or intent of this Agreement or any provision hereof.\n\n         18.5     NOTICES. All notices and requests in connection with this\nAgreement shall be given in writing and shall be deemed given as of the day\nthey are received either by messenger, delivery service, or in the United\nStates of America mail, postage prepaid, certified or registered, return\nreceipt requested, and addressed as follows:\n\n>TABLE>\n>CAPTION>\n         To WebMD:                                   To Microsoft:\n         >S>                                        >C>\n         WebMD, Inc.                                 Microsoft Corporation\n         400 The Lenox Building                      One Microsoft Way\n         3399 Peachtree Road NE                      Redmond, WA  98052-6399\n         Atlanta, Georgia 30326\n\n         Phone:   404.479.7600                       Phone:   425.882.8080\n         Fax:     404.479.7603                       Fax:     425.936.7329\n\n         Attention: General Counsel                  Attention: Senior Business Dev't Mgr.\/Finance\n\n         Copy to: Chief Financial Officer            Copy to:   Law & Corporate Affairs, US Legal\n         (not effective for notice purposes)         Fax:      425.936.7409\n\n\n>CAPTION>\n         To MSNBC:                                   To WebTV:\n         --------                                    --------\n         >S>                                         >C>\n         MSNBC                                       WebTV Networks, Inc.\n         One Microsoft Way                           1250 Charleston Avenue\n         Redmond, WA  98052                          Mt. View, CA  94043\n\n         Attention: Dir. Business Dev't              Attention: V.P. Network Media Group\n         Phone:   425.882.8080                       Phone:   650.614.6012\n         Fax:     425.936.7329                       Fax:     650.463.1529\n\n         Copy to:  Microsoft Law & Copy to: Corporate Counsel\n         Corporate Affairs, US Legal                 Fax:  650.614.2782\n         Fax:  425.936.7409\n>\/TABLE>\n\nor to such other address as a Party may designate pursuant to this notice\nprovision.\n\n         18.6     EXHIBITS.   The following Exhibits are part of this Agreement\nand are hereby incorporated by reference:\n\n>TABLE>\n                  >S>               >C>\n                  Exhibit A-1       Health Channel Content Specifications\n                  Exhibit A-2       Health Channel Technical Specifications\n                  Exhibit B         In Service Promotion Box\n                  Exhibit C         MSN Module\n                  Exhibit D         Logo Guidelines\n                  Exhibit E         MS Online ID Evaluation Program\n>\/TABLE>\n\n\n                                      35\n\n>PAGE>   36\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n>TABLE>\n                  >S>               >C>\n                  Exhibit F         MCS Agreement and Work Order\n                  Exhibit G         Use Specifications for the MSN Logos\n                  Exhibit H         Non-Disclosure Agreement\n                  Exhibit I         WebMD Logos\n                  Exhibit J-1       Medical Professionals Section List #1\n                  Exhibit J-2       Medical Professionals Section List #2\n>\/TABLE>\n\n         18.7     ENTIRE AGREEMENT. This Agreement shall not be effective until\nsigned by both Parties. This Agreement constitutes the entire agreement between\nthe Parties with respect to the subject matter hereof and supersedes all prior\nand contemporaneous agreements or communications. This Agreement shall not be\nmodified except by a written agreement dated subsequent to the date of this\nAgreement and signed on behalf of WebMD and Microsoft by their respective duly\nauthorized representatives. No waiver of any breach of any provision of this\nAgreement shall constitute a waiver of any prior, concurrent or subsequent\nbreach of the same or any other provisions hereof, and no waiver shall be\neffective unless made in writing and signed by an authorized representative of\nthe waiving party.\n\n\n                  [remainder of page intentionally left blank]\n\n\n                                      36\n>PAGE>   37\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n\n         The parties have caused this Agreement to be executed by their duly\nauthorized representatives as of the Effective Date.\n\n   \n>TABLE>\n>CAPTION>\nMICROSOFT CORPORATION                                      WEBMD, INC.\n\n\n>S>                                                        >C>\nBy \/s\/ Laura Jennings                                      By   \/s\/  W. Michael Heekin\n  -----------------------------------                        --------------------------------------------\n\n\nName  (Print) Laura Jennings                               Name (Print)  W. Michael Heekin\n    ---------------------------------                          ------------------------------------------\n\n\nTitle Vice President                                       Title  Executive Vice President and Secretary\n     --------------------------------                           -----------------------------------------\n\n\nDate 6\/4\/99                                                Date    5\/10\/99\n  -----------------------------------                          ------------------------------------------\n\n\nMSNBC INTERACTIVE NEWS, L.L.C                              WEBTV NETWORKS, INC.\n(Signing solely with regard to Sections 2.1,               (Signing solely with regard to Sections 2.1, 2.6, 3.5,\n2.3(a), (b), (e), and (g), 2.6, 3.5, 9, 10, 11.1(c),       9, 10, 11.1(c)-(d), 11.2(a)-(b), 12.9, 13, 14.6, 15, 16, 18,\n11.2(a)-(b), 12.9, 13, 14.6, 15, 16, 18,                   Exhibit A-1 paragraphs(A)(3)-(5)and (C), and Exhibit A-2\nExhibit A-1 paragraphs (A)(3)-(5) and (C), and\nExhibit A-2)\n\n\n\nBy \/s\/ John C. Nicol                                       By \/s\/ Vce Poletto\n  --------------------------------                           -------------------------------------------\n\n\nName (Print) John C. Nicol                                 Name (Print) Vce Poletto\n  --------------------------------                             -----------------------------------------\n\n\nTitle General Manager                                      Title VP\n  --------------------------------                               ---------------------------------------\n\n\nDate 5\/26\/99                                               Date 6\/1\/99\n  --------------------------------                              ----------------------------------------\n>\/TABLE>\n    \n\n\n                                      37\n>PAGE>   38\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit A-1\nHealth Channel\nContent Specifications\n\nA.       General Content Requirements:\n\n\n1.       Layout of the Health Channel and Home Page of the MSN Health Section:\nWebMD shall ensure that the layout and presentation of materials within the\nHealth Channel, including the amount and placement of advertising and all other\nspace, will be consistent with the Network Frameworks and SDK as further\ndescribed in this Agreement and otherwise as mutually approved between the\nparties. For the avoidance of doubt, all WebMD materials available to end users\nwhose access to such materials originates on the Health Channel or on any MSN\nSite or page thereof shall be displayed to such end user in the Network\nFramework. WebMD shall include, at a minimum, a 468 x 60 pixel banner space at\nthe top of every page so that it is visible above-the-fold at a screen\nresolution of 640 x 480 with a standard browser configuration. Microsoft and\nWebMD shall work together to determine the layout and presentation of the home\npage of the MSN Health Section so that it is consistent with the layout and\npresentation of the Health Channel and all other aspects of the MSN Health\nSection, subject to Microsoft's final approval.\n\n2.       Content for the Health Channel: Except as otherwise specifically\nprovided in this Agreement, all content, materials, features, technology,\nservices, etc. included by WebMD within the Health Channel (a) shall be the\nsole responsibility of WebMD and shall be developed and maintained in\naccordance with Section B of this Exhibit A-1, (b) shall be relevant to the\ntopic and particular section of the Health Channel in which they are included,\n(c) shall be of high quality in all ways, including with respect to editorial\ncontent and volume, as determined by comparison to other sources of similar\ninformation available on the Internet and in no event shall the Health Channel\ncontain a smaller volume of pages as the WebMD Consumer Site contains as of the\nEffective Date of this Agreement, (d) shall be comparable or superior to the\nhealth related content available on the top five (5) ranked (by Media Metrix)\nInternet portal\/network sites with respect to at a minimum the following\nfactors: (i) substance, quality, volume, (ii) breadth and depth of content,\n(iii) tools and functionality, (iv) personalization, (v) appeal and ease of use\nof user interface, (e) shall be updated by WebMD (A) regularly so as to meet\nthe requirements of sub-sections (b), (c) and (d) above and end-users\npreferences, including as further described in this Exhibit A-1, and (B) daily\nto keep the content new and interesting, and (f) subject to the foregoing\nrequirements in (a)-(e), the Health Channel shall be the same or substantially\nsimilar as (i.e., in substance, a mirror of) that which is available to end\nusers accessing the WebMD Consumer Site at any time during the Term of this\nAgreement. Without limitation, WebMD shall include in the Health Channel all\nmaterial and content contained in the WebMD Consumer Site, including, but not\nlimited to, all material and content provided to WebMD for the WebMD Consumer\nSite by third parties subject to the following: (x) this requirement shall not\napply to material and content that may not be provided to WebMD as a result of\ncontracts in effect as of the Execution Date, (y) with respect to contracts\nwith third parties entered into after the Execution Date, WebMD shall obtain\nall rights necessary to include such third parties material and content on the\nHealth Channel, and (z) with respect to material and content not included in\nthe Health Channel as a result of (x) above, WebMD shall secure and include\nequivalent (e.g., those elements described in sub-Section (d) above) material\nand content for the Health Channel. Dispute Mechanism: In the event that\nMicrosoft, MSNBC or WebTV reasonably believes that WebMD is in material breach\nof sub-Sections (b) and\/or (c) above with respect to the Health Channel or any\npart(s) thereof, Microsoft will notify WebMD and WebMD shall notify Microsoft\nwithin three (3) business days whether WebMD agrees or disagrees with\nMicrosoft, MSNBC or WebTV. If WebMD agrees with Microsoft, MSNBC or WebTV and\nthe parties mutually agree on what modifications shall be made, then WebMD\nshall have forty five (45) days to make such modification and bring the Health\nChannel or the relevant part(s) into compliance with such sub-sections. In the\nevent that WebMD disagrees with Microsoft, MSNBC or WebTV or the parties do not\nmutually agree on what modifications should be made, the parties shall mutually\nagree on an independent third party to review the Health Channel's, or such\npart(s)'s, compliance with such sub-Sections. If such independent third party\ndetermines that the Health Channel or any part does not meet the requirements\nof such sub-Sections, Microsoft shall have the right to provide or obtain from\nany other source replacement content, features, technology, services, etc. and\nat Microsoft's, MSNBC's or WebTV's request as appropriate WebMD shall host such\nreplacement content, features, technology, services etc. as part of the Health\nChannel. For the avoidance\n\n\n                                      38\n>PAGE>   39\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nof doubt, Microsoft, MSNBC and\/or WebTV may opt to include such replacement\ncontent, features, technology, services, etc. as part of the non-Health Channel\nsection of the MSN Health Section.\n\n3.       Disclaimer: WebMD shall ensure that the Health Channel shall include a\nprominently placed welcome notice to all parties that enter the Health Channel\nthat includes the following (or such other disclaimer as may be provided by\nMicrosoft from time to time): \"We hope that you find the materials in this\nservice to be a helpful source of information about health-related topics.\nWhile we endeavor to keep this information accurate and current, you should\nkeep in mind that our information may contain errors or be incomplete in some\nrespects. Most importantly, information about health and medical matters should\nnot be confused with health or medical advice, which is ultimately an opinion\nor recommendation as to the proper course of action based on the facts of your\nspecific circumstances. These materials cannot provide you with health or\nmedical advice: only your health care provider can do that. The information\ncontained in this web site is not a substitute for medical advice. Please\nconsult your health care provider before beginning any health related program.\"\n\n4.       References to the Channel: In creating the Health Channel from the\nWebMD Consumer Site, WebMD shall (a) revise any references that are made in the\nHealth Channel to the WebMD Consumer Site to refer instead to the Health\nChannel; and (b) obtain Microsoft's prior written approval for those and other\nreferences made by WebMD to the Health Channel (e.g., on the Health Channel\nitself or on the WebMD Site).\n\n5.       Links. WebMD shall not include any links from within the Health\nChannel to the WebMD Site without Microsoft's prior written approval. WebMD\nshall include links from the Health Channel to other MSN properties upon\nrequest by Microsoft.\n\nB.       The WebMD Development Process\n\nIn general, the WebMD observes the development process, strategy, content,\nfeatures, and functionality set forth in this Subsection B with regard to the\nWebMD Site, and WebMD shall observe the same development process, strategy,\ncontent, features, and functionality with regard to the Health Channel except as\notherwise expressly provided in this Agreement.\n\nOutline of process:\n\nMarketing or user feature idea.\nResearch and testing of the proposed initiatives.\nDesign concepts and more testing.\nFormal specifications & scheduling.\nImplementation and testing.\nRelease.\nRegular reviews & updates.\n\nWebMD usually observes a 60 to 90 day formal schedule for updating our online\nservice with either new features or improvements that have gone through the\nabove process. Our list of prospective additions is usually longer than what\ncan be implemented on the next release. This allows WebMD to begin planning for\nadditional releases past the nearest one on the horizon.\n\nA big component of how WebMD approaches new features is through market research\nand testing. Given the competition for space in each release, it is essential\nonly those features which have been tested for user acceptance, etc. make it to\nthe release stage. This focus on testing also allows for flexibility in\nscheduling new features. If a new feature set appears and needs to be moved up\nthe list because of encouraging test results, our development process allows\nfor the addition of the new item. Conversely, if a feature is planned but does\nnot test well, then the latitude exists to drop it and consider other things.\n\nOverview\n\n\n                                      39\n>PAGE>   40\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nFor an individual, the complexity of consumer healthcare devolves into four\nspheres: 1). Multiple roles; 2). The ongoing need for information from a\nvariety of sources on a wide array of subjects delivered on a customized basis;\n3). The diminution of traditional sources and authorities (e.g. doctors and\nnurses); 4). The corresponding rise of a feeling that, in self-defense, an\nindividual needs to assert themselves to get the best results.\n\nAt the household level the key decision-maker for consumer health is a woman\n30's-50's who is dealing with a number of health issues both major and minor on\na weekly\/monthly basis. Our perspective (driven by our experience as well as\nresearch) on this person is that she acts as the primary actor for herself as\nwell as an intermediary for a circle of dependent actors (spouse, children,\nparents, friends, etc.) who look to her for information.\n\nObviously, the use of the Internet to deliver healthcare experiences and\ninformation to consumers could be a huge boon. In our opinion, this has not\nhappened yet. The typical approach has either been heavily content driven (put\na lot of content and references online) or community oriented (start a message\nboard). However, the simple question of what spectrum of information,\nconnections with other people, and services do healthcare consumers want and\nneed has not been addressed yet in an integrated fashion.\n\nSummary of the Service\n\n\"There is a place where people come together to find information and discuss\nimportant health issues with their family and community. A place to share\nexperiences with others and with informed professionals and to find resources\"\n\"WebMD is that place.\"\n\nWebMD's strategy will be to build a healthcare portal that is \"the place to\nbe.\" The idea is that of a health place that is extremely targeted and\ninformative yet reassuring and comforting to a consumer. It signifies \"home\",\n\"trust\", \"stickiness\", and a starting point for all healthcare interactions. It\nalso fits with the idea of a specific, personalized home page\/health service\nthat builds over time since the strategy of personalization is to create a\nbarrier to exit for members.\n\nThe overall tone, look, and feel of the site will be designed to match the type\nof traffic that will be hitting that particular part of the service. For\nexample, if someone is visiting the unregistered part of the service, and is\nnot a member, the look and feel will be geared to an upbeat, almost spritely\napproach. It will not be quite as fluffy and Cosmopolitan-like as a Thrive, but\nit will not be somber and depressing like some of the other more intense health\nsites. Conversely, if it is someone who is going directly to a deeper tier area\n(Breast cancer), they will be presented with a slightly more serious approach\nthan the generalized part of the service. For registered members, the\npersonalized home page will be very warm, approachable and homelike.\n\nWithin the WebMD service, the consumer health portal will have its own name,\npositioning and branding and yet will link back and support the overall WebMD\nbranding.\n\nThe overall construction of the site will be comprised of 5 tiers. The\noutermost tier (T1) represents our audience development tactics that will find\npotential members of the service, attract them to the service (T2), register\nthem (T3-T5), and then keep them over time (T3-T5).\n\nThe T1 methods WebMD will use to attract audiences to the service will include\non-air calls to action (e.g., the CNN relationship); PR; relationships with\nother offline aggregators (support groups, non-profits); selective purchases of\ntargeted portal banners; affiliations with other health oriented sites, USENET\ngroups, bulletin boards, etc.\n\nTiers 2-5 (T2-T5) represent the actual service itself. In general, the\nconstruction of the service should be in such a way as to provide a landing pad\nfor the various types of traffic the service will receive and convert it into\nactive members. Secondly, the service should provide an easy point of entry for\nreturning existing members. Lastly, the goal of all four tiers (T2-T5) should\nbe to always obtain more information from the member so as to deliver a more\npersonalized service.\n\n                                       40\n\n\n>PAGE>   41\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nT2 is the \"general\" part of the service. It does not require registration. It\ncasts the widest net for new members as the audience feeds it will receive will\nbe broadly distributed in their interests. It rewards visitors by providing a\nvariety of content and references (to quickly answer questions), quick search\ncapabilities of internal resources as well as selected parts of the internet\n(\"The best health search on the planet\"), teasers on events (a variety of chats\nwith experts and famous health care personalities), and access to locator\nservices (find a doctor, etc..). It invites people to join to receive more\ninformation, periodic updates, personalized service, etc.\n\nT3 is the registration-lite portion of the service. The goal will be to get\npeople to register (screen name, password, e-mail address) for a content or\nnews feed, message board(s), event(s) (chat, streaming video event), updates,\netc.. The approach is low-level and non-threatening. It should be seen as an\neasy entry method to start a personalization dialog with subsequent\ninteractions and follow-up messaging. From an audience development standpoint,\nthere may be several hundred external T1 calls to action that immediately\ndirect people to T3 and bypass entry through T2. An example would be to market\na chat with the world's expert on HIV therapeutics through a spot on CNN, a\nposting on an event board, and listings in newspaper and TV Guide. The call to\naction would put the prospective members into the T3 part of the service (e.g.\nthe event) versus pushing them through T2.\n\nT4 is registration heavy and probably has our hardest core, most active\nmembers. They have arrived to this level by extensive use of personalization\nand repeat usage of the service. They may have come in through T2, T3\nmigration, or directly through registration in one of many intensive,\nspecialized services. An example of a T2, T3 bypass strategy here would be\nworking with the American Diabetes Association (ADA) to provide a specialized\ninformation and community service to their members. The members attracted\nthrough this method would go directly to T4 diabetes.\n\nT5 is a sub-section of T4 in that this could be a group that subscribes to or\npays for additional services and benefits.\n\nIn summary, the goal with the five tiers is to attract potential audiences and\nhave them become registered members. The tactics will be to provide multiple\npoints of entry that are best suited for the groups WebMD will be attracting.\nOnce someone has registered with the service, the goal then becomes\npersonalizing the service to increase retention and improve financial returns\nthrough market research, targeted sponsorship, and e-commerce opportunities. Of\ncourse, a consistent thread of thought running through this is a focus and\nemphasis on privacy protection and trust.\n\nDetailed Features & Functionality\n\nExcept as otherwise provided in this Agreement and subject to Microsoft's right\nto reject any part thereof, WebMD will supply to Microsoft as part of the\nHealth Channel the Content, Community, Commerce, Services and Other\nTransactions, Customization\/Personalization, Metrics set out below, or its\nequivalent, meaning at a minimum comparable or superior to in substance,\nquality, volume, breadth and depth of content, tools and functionality,\npersonalization, appeal and ease of use of user interface, etc.. The source of\nall content and materials contained Health Channel by WebMD (unless otherwise\nrequested by Microsoft) will be only from un-biased, non-corporate sources and\nall such sources are subject to Microsoft's approval, provided that Microsoft\nshall not unreasonably withhold approval of any un-biased, non-corporate\nsource.\n\nContent\n>TABLE>\n>CAPTION>\n\n----------------------------------------------------------------------------------------------------------------------\nFeature            Release           Tier                       Details\n------------------ ----------------- -------------------------- ------------------------------------------------------\n>S>                >C>               >C>                        >C>\nNews               Current           Tier 2: Home page          Current Sources include Reuters Health News,\n                                                                Healthscout, and proprietary news and features\n                                                                created by WebMD, provided that subject to contracts\n                                                                existing as of the Execution Date, MSNBC shall be\n                                                                the sole provider of news for the Health Channel\n                                                                unless otherwise approved by Microsoft\n                                                                Current sources provide 50+ health news articles per\n>\/TABLE>\n\n                                       41\n\n>PAGE>   42\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n>TABLE>\n>CAPTION>\n\n\n>S>                >C>               >C>                        >C>\n                                                                 day. Will have access to additional sources through CNN or\n                                                                 the equivalent, provided that subject to contracts existing\n                                                                 as of the Execution Date, MSNBC shall be the sole provider\n                                                                 of news for the Health Channel unless otherwise approved by\n                                                                 Microsoft.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nReference          Current           Tier 2: Home page          Content acquired from multiple sources\n                                                                Presented in various navigational schema: Health\n                                                                Topics A-Z, Medical Encyclopedia, Self-Care Advisor,\n                                                                Drug Reference, Etc.\n                                                                DMK database has over 8,000 articles\n                                                                SHN database has over 15,000 articles\n                                                                Databases from Intelihealth and other providers\n                                                                represent an additional 30,000 plus articles\n                                                                Acquisition efforts continuous & on-going\n------------------ ----------------- -------------------------- ------------------------------------------------------\nGeneral Search     Current           Tier 2: Home page,         Provides non-integrated search of reference, news,\n                                     throughout service         and chat events\n------------------ ----------------- -------------------------- ------------------------------------------------------\nMember's only      Current           Tier 3, Tier 4 -           Provides all of General Search, plus searching of\nsearch                               throughout                 message board posts, web\n------------------ ----------------- -------------------------- ------------------------------------------------------\nIntegrated         Possibly 3\/12     All tiers throughout       Allows user to search on any database of content\nsearch             release or later                             throughout the service as well as throughout the\n                                                                rest of the internet.  Results will lead to\n                                                                invitation to join if registration is required for\n                                                                certain content\n------------------ ----------------- -------------------------- ------------------------------------------------------\nRelated            Current           Tier 3 and 4 throughout    Allows user to get list of documents related in\nDocuments                                                       concept and content to any content currently being\n(Librarian or                                                   viewed, including message board posts, chat\n\"Exemplar                                                       transcripts, etc.\nsearching\")\n------------------ ----------------- -------------------------- ------------------------------------------------------\nAsk an Expert      Current           Tier 2 (read only), Tier   These features are designed to add both personality\n                                     3 & 4: ability to ask      and depth to the service.  Currently utilized in\n                                     questions                  disease-specific categories, this will be enhanced\n                                                                over time to include \"celebrity\" experts (e.g. Dr.\n                                                                Ruth, Dr. Weil, equivalent others) and broaden its\n                                                                appeal.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nWellness           Some current      Tier 2, with supporting    Wellness information is a broad category to describe\ncontent            more slated for   features and               information provided to a \"well\" (vs. an ill)\n                   release           communities on Tier 3      consumer. It will included features, message boards,\n                   through out       and 4                      and chats on fitness, sports, sexuality, nutrition, etc\n                   1999\n------------------ ----------------- -------------------------- ------------------------------------------------------\nNatural            Some current      Tier 2, with supporting    Natural medicine coverage could be considered a more subset\nmedicine           more slated for   features and               of Wellness above, but many consumers both in the \"well\"\n                   release           communities on Tier 3      and in the \"ill\" population identify themselves with\n                   through out       and 4                      natural or alternative or complementary therapies.\n                   1999                                         Providing specific content navigation and community\n                                                                features for this population will yield significant loyalty\n                                                                and repeat usage\n------------------ ----------------- -------------------------- ------------------------------------------------------\n\nCommunity\n\n------------------ ----------------- -------------------------- ------------------------------------------------------\nFeature            Release           Tier                       Details\n------------------ ----------------- -------------------------- ------------------------------------------------------\nTopics covered     Current and       Tier 3 and 4               Currently manage 10 separate communities covering a\nin community       future                                       total of 18 conditions.\n>\/TABLE>\n\n\n                                       42\n\n>PAGE>   43\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n>TABLE>\n>CAPTION>\n\n\n>S>                >C>               >C>                        >C>\nCommunity                                                        Slated to add 17 tier 3 and tier 4 communities in 3\/99,\n                                                                 including: Allergies, Alzheimers, Back Pain, Cholesterol\n                                                                 Reducer, GI\/Heartburn, HIV\/AIDS, Hypertension, Impotence,\n                                                                 Menopause\/HRT, Migraines, Multiple Sclerosis, Osteoporosis,\n                                                                 Otitis Media, Parkinsons, Schizophrenia, Smoking Cessation\n                                                                 After 3\/99, adding significant number (100-140) of\n                                                                 community features for Tier 3 level, including sexuality,\n                                                                 natural medicine, sports medicine, fitness, etc.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nMessage            Current           Tier 3 and 4 throughout,    Currently 30 disease-specific message boards moderated by\nBoards                               eventual read-only          WebMD staff Adding several hundred more message boards\n                                     access for Tier 2           during 1999 Message board technology includes search\n                                                                 capability, integration into \"Librarian\" function,\n                                                                 integration into complete WebMD personalization features\n                                                                 (see below), ability to list messages by author, and\n                                                                 linkages to other types of content.\n------------------ ----------------- -------------------------- ------------------------------------------------------\n24 hour chat       Current           Tier 3 and 4 throughout    Currently run approximately 20 chat rooms using\nrooms                                                           iChat, subject to WebMD's obligation hereunder to\n                                                                use Microsoft Chat technologies.  Chat rooms are\n                                                                unmoderated and including Private room creation\n                                                                functions.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nLive chat events   Current           Tier 3 and 4               Currently host approximately 50 text-chat events per\n                                                                month.  Guests are experts from various geographies\n                                                                and institutional affiliations.\n                                                                Currently relationships in place with UCSF and OHSU\n                                                                schools of nursing for chat guests.  Managed by a\n                                                                WebMD funded faculty position at UCSF.  Academic\n                                                                affiliates will grow substantially\n                                                                Throughout 1999 WebMD will target \"celebrity\"\n                                                                experts for live events\n                                                                By end of 1999 will add up to 10 live audio\/video\n                                                                streaming events which shall be available using\n                                                                Microsoft's Windows Media Player\n------------------ ----------------- -------------------------- ------------------------------------------------------\nBehavioral         Currently in      Tier 4 and Tier 5          Doing research with faculty at OHSU in running\nhealth             research phase,                              behavioral modification classes (smoking cessation,\ninterventions      full roll out                                weight management, etc.) in an online environment\n                   by end of 1999                               First test was \"Healthier Holidays Club\" weight\n                                                                control group that ran with 12 participants from\n                                                                11\/98 - 1\/99.  More programs in smoking cessation\n                                                                etc. on the way.\n------------------ ----------------- -------------------------- ------------------------------------------------------\n\nCommerce, Services and Other Transactions\n\n------------------ ----------------- -------------------------- ------------------------------------------------------\nFeature            Release           Tier                       Details\n------------------ ----------------- -------------------------- ------------------------------------------------------\nParticipation in   Current           Throughout                 Relationships in place with Amazon, Powells.com\naffiliate                                                       Mechanism in place for future affiliate relationships\nprograms\n------------------ ----------------- -------------------------- ------------------------------------------------------\nOnline drugstore   Target Date:      Throughout                 Either through partnerships with PlanetRx.com,\n                   May 99,                                      drugstore.com or equivalent others, or through\n>\/TABLE>\n\n\n\n                                       43\n>PAGE>   44\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n>TABLE>\n>CAPTION>\n\n------------------ ----------------- -------------------------- ------------------------------------------------------\n>S>                >C>               >C>                        >C>\n                   At the latest:                               proprietary developments with critical partners, WebMD will\n                   October 31, 1999                             provide a mechanism for purchasing any over the counter\n                                                                item typically found in a drug store, as well as purchasing\n                                                                prescription drugs and refilling existing prescriptions\n                                                                online.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nHome medical       Target Date:      Throughout                 Similar to drugstore applications, WebMD plans on\nsupplies           May 99, At the                               exploring the market for home health products and\n                   latest October                               offering purchasing opportunities to our members\n                   31, 1999                                     through WebMD\n------------------ ----------------- -------------------------- ------------------------------------------------------\nDirectories        Target Date:      Throughout                 Allow users to look up healthcare resources by type,\n                   May 99, At the                               location, reputation etc.\n                   latest, June                                 Works for hospitals, MDs, alternative care providers\n                   30, 1999                                     Possible source for additional revenue\n------------------ ----------------- -------------------------- ------------------------------------------------------\nView lab test      Possibly by end   Tier 4 & 5                 Gives user the ability to request lab results,\nresults            of 1999.  Goal                               either through MD (who might need to be a WebMD\n                   to complete no                               subscriber) or directly from lab.\n                   later than 2000                              Depends heavily on relationships with lab companies,\n                                                                privacy issues, etc.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nScheduling with    Possibly by end   Tier 4 & 5                 Tricky - requires access to doctor's scheduling\ndoctor, other      of 1999 Goal to                              system, verification, etc.\npractitioners      complete no\n                   later than 2000\n------------------ ----------------- -------------------------- ------------------------------------------------------\nKeep personal,     Possibly by end   Tier 4 & 5                 This feature becomes particularly useful if the\nfamily medical     of 1999 Goal to                              online medical record is viable in the clinical\nrecord             complete no                                  setting - which may take a while\n                   later than 2000\n------------------ ----------------- -------------------------- ------------------------------------------------------\n\n\nCustomization\/Personalization\n\n------------------ ----------------- -------------------------- ------------------------------------------------------\nFeature            Release           Tier                       Details\n------------------ ----------------- -------------------------- ------------------------------------------------------\nMy Desk            Current           Tier 4 & 5                 Allows any registered user to build new desk drawers\n                                                                and store articles in each drawer.  The Librarian\n                                                                functionality appears in the drawer to point to\n                                                                related documents based on every article in the\n                                                                drawer.\n------------------ ----------------- -------------------------- ------------------------------------------------------\nSuggested news     Current           Tier 4 & 5                 At the beginning of each registered and profiled\n                                                                member's WebMD session they are directed to\n                                                                suggested news - headlines culled from today's news\n                                                                feed that are most relevant to their particular\n                                                                health profile\n------------------ ----------------- -------------------------- ------------------------------------------------------\nSuggested          Current           Tier 4 & 5                 Similar to suggested news, registered\/profiled\nmessage board                                                   members are invited to join message board\nthreads                                                         discussions that are relevant to them\n------------------ ----------------- -------------------------- ------------------------------------------------------\n\"Integrated\"       Summer 1999       Tier 4 & 5                 Ability for one WebMD member to have multiple condition or\nprofiles                                                        treatment based profiles, and multiple \"roles\" (e.g.\n                                                                diagnosed, concerned, caregiver, other) represented in one\n                                                                membership. This will allow our primary target (women who\n                                                                are primary healthcare decision-maker in household) to\n                                                                manage health information and support for the multiple\n                                                                individuals in their lives.\n>\/TABLE>\n\n\n                                       44\n>PAGE>   45\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n>TABLE>\n>CAPTION>\n\n------------------ ----------------- -------------------------- ------------------------------------------------------\n>S>                >C>                                          >C>\nAdditional         Throughout 1999   Tier 4 & 5                 Alexandria allows WebMD to perform any comparison\napplications of                                                 WebMD wishes - content to content, profile to\nthe WebMD                                                       content, profile to profile.  This allows the\n\"Alexandria\"                                                    addition of collaborative filtering, and other types\nplatform                                                        of personalization, automated group building or\n                                                                information organization.\n------------------ ----------------- -------------------------- ------------------------------------------------------\n>\/TABLE>\n\n\nC. Metrics\n\n1. Customer Satisfaction: WebMD's goal is that the WebMD Consumer Site will be\nthe third ranked health site by December 31, 1999, the second ranked consumer\nhealth site by July 31, 2000, and the first ranked consumer health site by\nDecember 31, 2000, as measured against the health sections of other Internet\nportal sites and general consumer health sites on the Internet. WebMD will\nmonitor customer satisfaction under this paragraph 1 using quantitative\nresearch reported every six months starting on the date that is six months from\nthe Effective Date, which research shall measure all important customer\nmetrics, including, but not limited to: awareness, image, satisfaction and\nlikelihood to actually use. WebMD will include additional customer metrics at\nMicrosoft's request, and no metric once measured may be removed without the\nmutual agreement of the parties.\n\n2. Pages Viewed. By December 31, 1999 the MSN Health Section will have an\naverage number of pages viewed per unique user per month that is equal to or\nabove the average number of pages viewed for health sections of other Internet\nportal sites and other Internet health sites, as determined by Media Matrix (or\nsome other mutually agreed upon industry analyst). By mutual agreement this\nmetric may be changed for another measure of User involvement on the MSN Health\nSection as compared to other health sites and sections on competitive networks\nand the Internet.\n\n3. Focus Group Research. WebMD will conduct focus group research once each 6\nmonths of each Year and will conduct usability research prior to each release\n(e.g., T1, T2, T3, etc.) of the Health Channel. WebMD will share the results of\nthis research with Microsoft, and WebMD and Microsoft will mutually agree to a\nplan and schedule to implement findings from this research that are\ncommercially reasonable to implement to improve the offerings of the Health\nChannel.\n\n4. Failure to Meet Metrics. In the event that WebMD fails to meet any of the\nobligations in the Metrics section of this Exhibit A-1, the parties shall meet\nwithin twenty (20) business days of a notice from any party. At such meeting,\nWebMD shall present a plan for compliance, including the timeframe therefore,\nand Microsoft shall approve such plan or suggest an alternative plan. If the\nparties fail to reach agreement on a plan for compliance (either as proposed by\nWebMD or Microsoft), WebMD will have 120 days from the meeting to comply. If\nWebMD fails to comply within such time frame (or within the timeframe of any\nagreed upon plan for compliance), the Health Channel may be reduced by\nMicrosoft down to a minimum of 50% of the MSN Health Section at Microsoft's\ndiscretion, and Microsoft will have the option to fill the non-Health Channel\nsections of the MSN Health Section with any programming, content, or\npartnerships that Microsoft considers appropriate in its sole discretion.\nNotwithstanding the foregoing, nothing herein shall be deemed to limit any\nremedy either party may have under this Agreement or otherwise.\n\n\n                                       45\n>PAGE>   46\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n\nExhibit A-2\nHealth Channel\nTechnical Specifications\n\n\nNetwork Framework\/In Service Promotion Requirements. WebMD shall incorporate\nthe Network Frameworks on each page within the Health Channel in accordance\nwith the MSN.COM Software Development Kit. Microsoft may modify the Network\nFramework in its sole discretion, and WebMD shall implement such modifications\npursuant to the terms of the SDK within the same time frame as required for\nother channels within the MSN Site. WebMD shall also comply with the style\nguidelines and other applicable terms set forth in the MSN.COM SDK in creating\nthe Health Channel, and WebMD shall incorporate the In Service Promotion Box on\neach page within the Health Channel in the manner provided by Microsoft. All\ntraffic will be redirected from health.msn.com (or such other URL(s) as may\nultimately be allocated to the Health Channel) to WebMD's servers where the\nHealth Channel's fully Frameworked pages will be served (as described above);\nprovided that Microsoft may opt in its discretion to host all or any part of\nthe Health Channel by giving WebMD thirty (30) days written notice of each\nexercise of its option; and further provided that WebMD will provide all such\nreasonable support and assistance as is necessary to enable Microsoft to so\nhost by the end of the thirty (30) day notice period or such other period as is\nmutually agreed by the parties. Microsoft requires that WebMD maintain certain\nminimum standards for connectivity and availability (these requirements may be\nupdated by Microsoft from time to time by written notice from Microsoft to\nWebMD, and WebMD shall implement such modifications within 30 days following\nsuch notice):\n\nAll pages of the Health Channel must begin loading quickly (within 5 seconds on\na 28.8bps modem measured as a rolling weekly average).\n\nAll pages of the Health Channel must be reachable\/available 99.8% of the time,\nsubject to reasonable regularly scheduled maintenance of which Microsoft is\nnotified in writing on a monthly basis at least five (5) business days in\nadvance of each calendar month. Such notice shall include at a minimum all work\nto be done and the estimated down time. \n\nWebMD's servers must be capable of handling all traffic that the Health Channel\nwill send WebMD, and in any case no less than a minimum of 7 million page-views\nper week as of the Effective Date and at all times during the Term, which such\nnumber of page views shall increase (but not decrease without Microsoft's\napproval) at a rate equal to that necessary to accommodate traffic resulting\nfrom the increased traffic to the MSN Site on a month to month basis, and shall\nat a minimum be no less than 14 million by the first day of Year 3 and 21\nmillion by the first day of Year 5.\n\nDomain Name. Microsoft will register and maintain domain names for the Health\nChannel. WebMD will insure that the domain name specified by Microsoft is\ndisplayed in the user's browser URL window when a user is accessing any part of\nthe Health Channel.\n\nStatistical and Other Reporting.\nWebMD agrees to provide page view, unique user reporting and other statistical\nreporting for the Health Channel, as specified by Microsoft in writing from\ntime to time under this Agreement. Such information shall be recorded on a\ncalendar monthly basis. WebMD shall provide such information to Microsoft\nwithin seven (7) days of the end of each calendar month. WebMD shall have 30\ndays to implement any changes in such reporting requirements. As an\nalternative, WebMD agrees to incorporate Microsoft's WebStats technology on the\nWebMD servers used to host the Health Channel for the purpose of statistical\ntracking of users on the Health Channel. WebMD shall provide Microsoft with\nmonthly system maintenance schedule as provided in Section 1 of this Exhibit\nA-2. WebMD shall provide Microsoft with a daily and also a weekly content\nrefresh schedule, which such schedule shall be provided in writing at least\nforty-eight (48) hours in advance of the planned refresh time.\n\nBrowser Viewing. WebMD agrees that the Health Channel, as served by WebMD\nservers, will be easily viewable on all popular browsers, including but not\nlimited to Internet Explorer, Netscape Navigator and WebTV. Also, users of\nWindows, Macintosh, Linux and Unix systems should all be able to view pages\nserved by WebMD. (A complete list of required browser and platform support is\ncontained in the MSN SDK currently found at\n\n                                       46\n>PAGE>   47\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nhttp:\/\/partner.msn.com). In no event will WebMD make any technology decision\nthat renders the content viewing experience of Internet Explorer users on the\nHealth Channel to be inferior to the viewing experience of users elsewhere on\nthe MSN Site.\n\nAd Server. WebMD shall comply with Microsoft's specifications to configure the\nHealth Channel to call the ad server(s) specified by Microsoft to display\nAdvertising provided by Microsoft under this Agreement.\n\nService and Support. WebMD will follow the procedures and provide the\ninformation set forth below in the event of any site failure(s) or decline(s)\nin performance. The parties shall work together to expand the procedures set\nforth below within ninety (90) days of the Effective Date as reasonably\nnecessary to ensure that Microsoft is notified of all site failure(s) or\ndecline(s) in performance.\n\nWebMD shall notify Microsoft within thirty (30) minutes of any site outages.\nWebMD will send such notification to a an email address or alias and\nphone\/pager # designated by Microsoft. In the event of a system outage, WebMD\nwill post and serve to users attempting to reach the Health Channel a message\npage in all ways mutually acceptable to both parties which such message page\nwill be posted within one (1) hour of WebMD discovering the outage and shall\nremain in place until such outage has ceased. WebMD and Microsoft shall\nmutually agree on a escalation process which shall include at a minimum\nadditional email, phone and pager contacts, as appropriate, for escalation of\nsite problems between the parties. During any site failure or decline in\nperformance, WebMD shall give Microsoft regular notification of the status of\nthe problem and the problem resolution activities until the situation has\nceased. The frequency of the notification will depend on the severity of the\nproblem with more regular notice being given for a more sever problem.\nFollowing resolution of any site failure or decline in performance, WebMD will\nprovide Microsoft with reports detailing the fault or problem events on a\nbi-weekly or monthly basis as determined by Microsoft in each situation.\nFollowing the resolution of any site failure or decline in performance, WebMD\nwill provide Microsoft with a report(s) of all remedial actions taken and\npreventive measures taken to avoid similar fault conditions or problems in the\nfuture.\n\nAll bug fixes and site changes shall be completed within a reasonable\nperiod of time under the circumstances of each situation and WebMD shall\nprovide Microsoft with a report of all material fixes and changes on a monthly\nbasis. WebMD shall provide Microsoft with all assistance needed by Microsoft to\nprovide end users with information about service, performance, bug fixes,\ncontent updates and any other area concerning the Health Channel, including but\nnot limited to answers to frequently asked questions and service notices.\n\nIn the event that WebMD fails to meet any of the obligations in this Service\nand Support section (including any expanded obligations) of this Exhibit A-2,\nthe parties shall meet within twenty (20) business days of a notice from any\nparty. At such meeting, WebMD shall present a plan for compliance with the\nabove service and support requirements (including any expanded obligations)\nincluding the timeframe therefore and Microsoft shall approve such plan or\nsuggest an alternative plan. If the parties fail to reach agreement on an\nalternative plan, WebMD shall have sixty (60) days from the meeting to comply\nwith the above service and support requirements (including any expanded\nobligations); provided that if WebMD fails to comply, Microsoft shall be\nreleased from its obligations to meet any and all Guarantees under Section 12.2\n(e.g., the First Year Guarantee, Second Year Guarantee, Third Year Guarantee,\netc.) for the Year in which the failure first occurs.\n\n\n                                       47\n\n>PAGE>   48\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n\nExhibit B\nIn Service Promo\n\n\n                               [GRAPHIC OMITTED]\n\nGraphic shows screenshot of a current example of an in service promotion box to\nbe featured on each page within MSN's web site.\n\n\n\n                                       48\n\n>PAGE>   49\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\nExhibit C\nMSN Module\n\n\n   \n                               [GRAPHIC OMITTED]\n\nGraphic shows an example of an MSN module which will include a \"Go to MSN\" logo\nlink.\n    \n\n\n\n                                      49\n>PAGE>   50\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit D\nLogo Guidelines\n\n(for use of MSN link logos provided per Section 3 of the Agreement)\n\n1.       WebMD may display only the \"Go to MSN\" link logo, or other MSN link \nlogos, as provided by Microsoft from time to time under the Agreement\n(\"Logos\").\n\n2.       WebMD may only display the Logos on the WebMD Site as provided in the\nAgreement, and not in any other manner. The Logos must always be active links\nto the MSN Site at http:\/\/www.msn.com\/.\n\n3.       GIF files for the Logos include the words \"Go to MSN\" or similar \nwording, describing the significance of the Logos on the WebMD Site (i.e., the\nLogos are links to MSN or references to MSN features, not endorsements of the\nWebMD Site). WebMD may not remove or alter these, or any other element of the\nLogos.\n\n4.       WebMD may only display the Logos on web pages that include the Network\nFrameworks and must be placed at the bottom of such pages. WebMD's company name\nor logo must appear at least as prominent as the Logos. WebMD may not display\nthe Logos in any manner that implies affiliation with, sponsorship,\nendorsement, or license by Microsoft, except as contemplated in the Agreement.\n\n5.       Each Logo must appear by itself, with a minimum spacing (the height of \nthe Logo) around the Logo to separate it from other graphic or textual elements\non your page. The Logos may not be used as a feature or design element of any\nother logo.\n\n6.       WebMD may not alter the Logos in any manner, including size, \nproportions, colors, elements, etc., or animate, morph or otherwise distort its\nperspective or two-dimensional appearance.\n\n7.       WebMD may not display the Logos on any site that disparages Microsoft \nor its products or services, infringes any Microsoft intellectual property or\nother rights, or violates any law of any jurisdiction.\n\n8.       These Logo Guidelines do not grant a license or any other right in\nMicrosoft's logos or trademarks. Microsoft reserves the right in its sole\ndiscretion to terminate or modify permission to display the Logos at any time.\nMicrosoft reserves the right to take action against any use that does not\nconform to these Logo Guidelines, infringes any Microsoft intellectual property\nor other right, or violates other applicable law.\n\n9.       MICROSOFT DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESS OR IMPLIED BY \nLAW REGARDING THE LOGOS, INCLUDING WARRANTIES AGAINST INFRINGEMENT.\n\n\n                                      50\n>PAGE>   51\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit E\nMS Online ID Evaluation Program Agreement\n\nThis evaluation agreement (\"Agreement\") is made by and between MICROSOFT\nCORPORATION, One Microsoft Way, Redmond, WA 98052 (\"Microsoft\") and WebMD Inc.,\n400 The Lenox Building, 3399 Peachtree Road NE Atlanta, Georgia 30326\n(\"Company\") as of the later of the two signature dates (the \"Effective Date\").\n\n         WHEREAS, Microsoft desires that Company test, utilize and evaluate the\nsoftware associated with Microsoft's proprietary authentication service\ncurrently known as Microsoft Online ID and the associated SDK (the \"Product\");\nand\n\n         WHEREAS, Company desires to test, utilize and evaluate the Product in\nanticipation of participating in the full Microsoft Online ID program when, and\nif, such program is generally released to the market.\n\n         NOW THEREFORE, the parties agree as follows:\n\n1.       EVALUATION LICENSE\n\n         (a)      Company shall implement the Product and all upgrades and fixes\nprovided by Microsoft within a test version of the Health Channel and the WebMD\nSite (\"Company Site\"), such implementation shall be in compliance with the\nstandard SDK provided with the Product. Upon Microsoft's direction, Company\nshall implement the Product on the version of Company's Site that is available\nto the general public. In connection with such implementation, Microsoft grants\nto Company a limited, non-exclusive, nontransferable, royalty-free license to\nuse the Product on Company's CPUs and any accompanying printed materials\n(\"Documentation\"), for the purpose of developing the Company Site to ensure\ncompatibility with the Product and testing and evaluating the Product and\nassociated applications created by Company that are required to be integrated\nwith the Product. All other rights are reserved to Microsoft. Company shall not\nuse the Product for any purpose other than as set forth in this Agreement.\nCompany shall not rent, lease, sell, sublicense, assign, or otherwise transfer\nthe Product or the Documentation. Company may not reverse engineer, decompile,\nor disassemble the Product, except to the extent that the foregoing restriction\nis expressly prohibited by local law. Microsoft and its suppliers shall retain\ntitle and all ownership rights to the Product.\n\n         (b)      Company agrees to provide reasonable feedback to Microsoft,\nincluding but not limited to usability, bug reports and test results, with\nrespect to the testing of the Product, within fifteen (15) days of Company's\nreceipt of the Product and each upgrade and fix. Company will use reasonable\nefforts to review and comment on all Documentation supplied. All bug reports,\ntest results and other feedback made by Company shall be the property of\nMicrosoft and may be used by Microsoft for any purpose it sees fit. Due to the\nnature of the development work, Microsoft is not certain as to when errors or\ndiscrepancies in the Product may be corrected; however Microsoft will provide\nCompany with all bug fixes and upgrades as such items become available and\nCompany agrees to implement said fixes and upgrades within ten (10) days of\nreceipt.\n\n2.       PRIVACY POLICY\n\nCompany acknowledges that the privacy of end-users' personal information is a\ncore component of the Microsoft Online ID program. Company represents that it\nis either currently or will become, prior to the implementation of the Product\non the version of Company's Site that is available to the general public, a\nparticipant in an industry recognized independent privacy program, such as the\nTRUSTe Program or the BBBOnline Privacy Seal Program, which: (a) requires an\napproved privacy policy to be posted within the Company Site in a manner that\nis readily accessible to the end-users; (b) requires Company to obtain explicit\nconsent to any usage of their personal information for any purpose other than\ndescribed in Company's privacy policy; (c) provides for a dispute resolution\nmethod with adequate enforcement mechanisms; (d) reviews, monitors and enforces\nthe standards set by the program; and (e) requires Company to comply with\nadditional privacy standards which may become recognized by the industry from\ntime to time. All versions of Company Site utilizing the Product shall comply\nwith the standards set by such independent privacy program.\n\n\n                                      51\n>PAGE>   52\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n3.       MICROSOFT SERVICES\n\n         (a)      Microsoft shall provide a mechanism and user interface (the \n\"Sign Up Mechanism\") which will allow end-users to participate in the Microsoft\nOnline ID program and obtain appropriate user names and passwords upon\naccessing Company Site.\n\n         (b)      Microsoft shall provide authentication services for end-users\nentering the Company site who have a Microsoft Online ID. If such end-user has\nnot yet obtained a Microsoft Online ID the end-user will be directed to the\nSign Up Mechanism described in Section 3(a).\n\n         (c)      During the authentication process, Microsoft shall provide \nCompany with the core profile information contained within the Microsoft Online\nID database as determined by Microsoft in its sole discretion (the \"Core\nProfile\").\n\n4.       INFORMATION USAGE\n\n         (a)      Company may use the information in the Core Profile in \nperpetuity for any purpose provided that Company complies with the requirements\nset forth in Sections 2 and 7.\n\n         (b)      Microsoft shall provide Company with a list of the information\ncontained within the Core Profile and if Company receives updated or additional\nCore Profile information from an end-user then Company agrees to provide\nend-users with the option of updating this information in the central Microsoft\nOnline ID Core Profile. The Product will provide a standard Microsoft Online ID\nupdate mechanism to facilitate updates to the Microsoft Online ID Core Profile.\n\n5.       DESIGN AND USER INTERFACE\n\n(a) Prior to the implementation of the Product on the version of the Company\nSite which is available to the general public, Microsoft may request compliance\nwith certain additional design and user interface guidelines (\"Microsoft Online\nID UI Guidelines\") not included within the SDK, including but not limited to\nMicrosoft Online ID logo placement, text copy, links, and input boxes (e.g. for\nsign in). Within ten (10) days of Company's receipt of the Microsoft Online ID\nUI Guidelines, Company shall implement the specified user interface and comply\nwith the specifications set forth in such guidelines.\n\n(b) Microsoft will include Company's logo within the Sign Up Mechanism, in\nconnection with such use Company hereby grants Microsoft a non-exclusive,\nroyalty free, worldwide limited right to use and display Company's name and\nlogo. Microsoft will provide logo specifications to the Company and the Company\nagrees to provide the requested logos to Microsoft on a timely basis.\n\n6.       PRODUCT MAINTENANCE AND SUPPORT\n\nMicrosoft shall use commercially reasonable efforts to provide technical\nsupport for the Product. Microsoft agrees to designate one primary contact\nperson that will be responsible for coordinating all technical support inquires\nand responses and Company agrees to designate one primary contact person that\nwill be responsible for sending inquiries to and receiving responses from the\ndesignated Microsoft person.\n\n7.       TERM OF AGREEMENT\n\n         (a)      The term of this Agreement shall commence on the Effective \nDate and shall continue for an initial period of six (6) months provided that\nthe term shall automatically renew for additional one (1) month periods unless\nterminated as otherwise provided for in this Agreement, amended or superceded\nby further agreement. Either party may terminate this Agreement at any time,\nwith or without cause, upon sixty (60) days prior written notice; \n\n\n                                      52\n>PAGE>   53\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nprovided that neither party may terminate this Agreement under this sentence\nprior to the termination of the MSN Channel and Cross Promotion Agreement\n(\"Channel Agreement\") entered into of even date herewith.\n\n         (b)      In addition to any other rights and\/or remedies that either \nparty may have under the circumstances, all of which are expressly reserved,\neither party may terminate this Agreement immediately upon written notice at\nany time if the other party is in material breach of any material warranty,\nrepresentation, term, condition or covenant of this Agreement and fails to cure\nthat breach within five (5) days after written notice thereof, provided that if\nWebMD is the terminating party, such material breach must also be a material\nbreach of the Channel Agreement and WebMD must also simultaneously terminate\nsuch Channel Agreement.\n\n         (c)      Upon the termination of this Agreement, Company shall:\n\n                  (i) promptly cease using the Product and return to Microsoft,\nor certify destruction of, all full or partial copies of the Product,\nDocumentation and related materials provided by Microsoft;\n\n                  (ii) notify end-users that the Company site is no longer\nutilizing the Microsoft Online ID authentication service; and\n\n                  (iii) discontinue the use of all Core Profile information;\nprovided that Company may continue to use the Core Profile information if\nCompany continues to comply with the terms of Section 2.\n\n         (d)      In the event of termination or expiration of this Agreement \nfor any reason each and every clause which by its nature is intended to survive\nthe termination of this Agreement including, without limitation, Sections 7\nthrough 12 shall survive termination. Neither party shall be liable to the\nother for damages of any sort resulting solely from terminating this Agreement\nin accordance with its terms.\n\n8.       CONFIDENTIALITY\n\n         (a)      The Product, including its existence and features, are \nproprietary and confidential information to Microsoft and its suppliers.\nCompany agrees not to disclose or provide the Product, Documentation, or any\ninformation relating to the Product (including the existence of the Product,\nfeatures, or the results of use or testing) to any third party (except as\notherwise necessary to operate Company's Web site). If Microsoft and Company\nhave entered into a Microsoft Non-Disclosure Agreement, Microsoft and Company\nagree that the terms of such agreement shall be deemed incorporated herein, and\nfurther, that all terms and conditions of this Agreement shall be deemed\nConfidential Information as defined therein. If Microsoft and Company have not\nentered into a Microsoft Non-Disclosure Agreement, then Company agrees that at\nall times during the term of this Agreement, and for five (5) years thereafter,\nCompany will hold in strictest confidence, and will not use or disclose to any\nthird party, any confidential information of Microsoft. The term \"confidential\ninformation of Microsoft\" shall mean all non-public information that Microsoft\ndesignates as being confidential, or which, under the circumstances of\ndisclosure ought to be treated as confidential. \"Confidential information of\nMicrosoft\" includes, without limitation, the terms and conditions of this\nAgreement, information relating to released or unreleased Microsoft software or\nhardware products, marketing or promotion of any Microsoft product, business\npolicies or practices of Microsoft, customers or suppliers of Microsoft, or\ninformation received from others that Microsoft is obligated to treat as\nconfidential. If Company has any questions as to what comprises such\nconfidential information, Company agrees to consult with Microsoft.\n\"Confidential information of Microsoft\" shall not include information that was\nknown to Company prior to Microsoft's disclosure to Company, or information\nthat becomes publicly available through no fault of Company.\n\n         (b)      Unless Company receives prior written authorization from MS,\nCompany may disclose the Product only to its employees or sub-contractors who\nhave a need to know in order to assist in Company's testing and evaluation of\nthe Product, provided that: (1) such employee's or sub-contractor's use of the\nProduct takes place solely at the location where Company's CPUs reside; and (2)\nCompany has executed appropriate written agreements with such employees and\nsub-contractors sufficient to enable it to comply with the terms of this\nAgreement. Upon Microsoft's request, Company shall provide to Microsoft a list\nof all employees and sub-contractors granted access to the Product hereunder.\n\n\n                                      53\n>PAGE>   54\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n9.       PRESS RELEASES\/MARKETING PARTICIPATION.\n\n         (a)      Microsoft will issue an initial press release relating to the\nestablishment of the Microsoft Online ID Evaluation Program, which will\ndescribe the relationship between Microsoft and the third parties participating\nin the program, including Company. Company may be provided with an opportunity\nto provide a quote and\/or information to be included in such initial press\nrelease. Except as specified above, neither party will issue any press release\nor make any public announcement(s) relating in any way whatsoever to this\nAgreement or the relationship established by this Agreement without the express\nprior written consent of the other party, which consent shall not be\nunreasonably withheld, provided that Microsoft may make informational\nreferences to the Microsoft Online ID Evaluation Program and Company's\nparticipation in such program in other publicity and press releases without\nobtaining Company's consent.\n\n         (b)      Company agrees to participate in all marketing programs for \nthe Microsoft Online ID program as reasonably requested by Microsoft. Microsoft\nshall be solely responsible for any and all costs associated with any marketing\nprogram for the Microsoft Online ID program which may be incurred by Company\nprovided that such costs have been pre-approved in writing by Microsoft.\n\n10.      DISCLAIMER OF WARRANTY\n\nTHE PRODUCT IS DEEMED ACCEPTED BY COMPANY. THE PRODUCT IS PROVIDED \"AS IS\"\nWITHOUT WARRANTY OF ANY KIND. MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES,\nINCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING\nOUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH\nCOMPANY.\n\nIN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL,\nINCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER\n(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS\nINTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING\nOUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF\nMICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n11.      EXPORT RESTRICTIONS\n\nCompany acknowledges that the Product is subject to the export control laws and\nregulations of the U.S.A., and any amendments thereof. Company confirms that\nwith respect to the Product it will not export or re-export them, directly or\nindirectly, either to (i) any countries that are subject to U.S.A. export\nrestrictions, (ii) any end user who Company knows or has reason to know will\nutilize them in the design, development or production of nuclear, chemical or\nbiological weapons; or (iii) any end user who has been prohibited from\nparticipating in the U.S.A. export transactions by any federal agency of the\nU.S.A. government. Company further acknowledges that the Product may include\ntechnical data subject to export and re-export restrictions imposed by U.S.A.\nlaw.\n\n12.      GENERAL\n\n         12.1     Independent Contractors. The parties are independent \ncontractors with respect to each other, and nothing in this Agreement shall be\nconstrued as creating an employer-employee relationship, a partnership, agency\nrelationship or a joint venture between the parties.\n\n         12.2     Governing Law. This Agreement shall be governed by the laws of\nthe State of New York as though entered into by New York residents and to be\nperformed entirely within the State of New York. The parties consent to\nexclusive jurisdiction and venue in the state and federal courts sitting in New\nYork. In any action or suit to enforce any right or remedy under this Agreement\nor to interpret any provision of this Agreement, the prevailing party shall be\nentitled to recover its costs, including reasonable attorneys' fees.\n\n\n                                      54\n>PAGE>   55\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         12.3     Assignment. This Agreement and any rights and\/or obligations\nhereunder may be assigned by Microsoft but may not be assigned by Company\nwithout Microsoft's prior written approval. Any attempted assignment,\nsub-license, transfer, encumbrance or other disposal without such consent shall\nbe void and shall constitute a material default and breach of this Agreement.\n\n         12.4     Construction. In the event that any provision of this \nAgreement conflicts with governing law or if any provision is held to be null,\nvoid or otherwise ineffective or invalid by a court of competent jurisdiction,\n(i) such provision shall be deemed to be restated to reflect as nearly as\npossible the original intentions of the Parties in accordance with applicable\nlaw, and (ii) the remaining terms, provisions, covenants and restrictions of\nthis Agreement shall remain in full force and effect. This Agreement has been\nnegotiated by the parties and their respective counsel and will be interpreted\nfairly in accordance with its terms and without any strict construction in\nfavor of or against either party. The section headings used in this Agreement\nare intended for convenience only and shall not be deemed to affect in any\nmanner the meaning or intent of this Agreement or any provision hereof.\n\n         12.5     Notices. All notices and requests in connection with this\nAgreement shall be given in writing and shall be deemed given as of the day\nthey are received either by messenger, delivery service, or in the United\nStates of America mails, postage prepaid, certified or registered, return\nreceipt requested, and addressed as follows:\n\n>TABLE>\n                           >S>                                >C>\n                           To Company:                        To Microsoft:\n\n                           WebMD, Inc.                        Microsoft Corporation\n                           3399 Peachtree Road NE             One Microsoft Way\n                           Atlanta, Georgia 30326             Redmond, WA  98052-6399\n                                                                     Attn: Product Manager - Web Essentials\n                           Phone: (404) 479-7600              Phone: 425-882-8080\n                           Fax:   (404) 479-7603              Fax:   425-936-7329\n\n                           Attention General Counsel          Copy to:\n                                                                     Law & Corporate Affairs, US Legal\n                                                                     Fax:   (425) 936-7409\n>\/TABLE>\n\nor to such other address as a party may designate pursuant to this notice \nprovision.\n\n         12.6     Entire Agreement. This Agreement does not constitute an offer\nby Microsoft and it shall not be effective until signed by both parties. This\nAgreement constitutes the entire agreement between the parties with respect to\nthe subject matter hereof and supersedes all prior and contemporaneous\nagreements or communications. This Agreement shall not be modified except by a\nwritten agreement dated subsequent to the date of this Agreement and signed on\nbehalf of Company and Microsoft by their respective duly authorized\nrepresentatives. No waiver of any breach of any provision of this Agreement\nshall constitute a waiver of any prior, concurrent or subsequent breach of the\nsame or any other provisions hereof, and no waiver shall be effective unless\nmade in writing and signed by an authorized representative of the waiving\nparty.\n\nThe parties have caused this Agreement to be executed by their duly authorized\nrepresentatives as of the Effective Date.\n\nMICROSOFT CORPORATION                           WEBMD, INC.\n\n\/s\/ Laura Jennings                              \/s\/ W. Michael Heekin\n\n\nBy                                              By\n   Laura Jennings                                  W. Michael Heekin\nName (Print)                                    Name (Print)\n\n\n                                      55\n>PAGE>   56\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n   \nTitle Vice President                Title Executive Vice President and Secretary\n\nDate  6\/4\/99                        Date 5\/10\/99\n    \n\n                                       56\n>PAGE>   57\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit F\nMCS Agreement and Work Order\n\n\n\nMICROSOFT MASTER CONSULTING SERVICES AGREEMENT\n\nThis Microsoft Master Consulting Services Agreement (\"Agreement\") is made as of\nthe Effective Date indicated below by and between Microsoft Corporation, a\nWashington corporation, and WebMD, Inc., a Georgia, corporation (\"Customer\").\n\nThis Agreement sets forth the general terms and conditions under which\nMicrosoft Corporation, either on its own behalf or through one or more\ndivisions or, for services to be provided outside of the United States,\nsubsidiaries (collectively, \"Microsoft\"), will provide consulting services to\nCustomer and its Affiliates. Microsoft agrees that any of Customer's Affiliates\nshall have the right (but not the obligation) to submit Work Orders to\nMicrosoft under the terms and conditions of this Agreement. All references to\n\"Customer\" in this Agreement shall be deemed to include the Affiliate placing\nthe Work Order. Such Work Orders shall be subject to the terms and conditions\nof this Agreement and as to such Work Orders, the Affiliate becomes \"Customer\"\nhereunder. \"Affiliate\" means any person, partnership, joint venture,\ncorporation or other form of enterprise, domestic or foreign, including, but\nnot limited to, subsidiaries, which directly or indirectly Control, are\nControlled by, or are under common Control with Customer. \"Control\" means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and operating policies of the entity in respect of\nwhich the determination is being made, through the ownership of more than fifty\npercent (50%) of its voting or equity securities, contract, voting trust or\notherwise.\n\n1.       CONSULTING SERVICES AND FEES.\n\n         a.       Microsoft, through its Microsoft Consulting Services division\n(\"MCS\"), shall perform the consulting services for Customer specified in work\norders (each a \"Work Order\") that may be entered into pursuant to this\nAgreement from time to time (\"Services\"). Neither Microsoft nor Customer shall\nbe obligated to enter into any Work Order.\n\n         b.       Customer shall pay Microsoft the fees identified on each Work \nOrder for Services rendered, and the reasonable out-of-pocket travel and living\nexpenses incurred by MCS consultants during performance of a Work Order.\nPayment shall be made to Microsoft within thirty (30) days of the date of\nMicrosoft's invoice. Microsoft shall not change its fees during the term of a\nWork Order, unless otherwise agreed by Microsoft and Customer, but may adjust\nfees prior to entering any new Work Order. Microsoft's fees do not include any\ntaxes, duties, tariffs or other governmental charges or expenses imposed in\nconnection with this Agreement (including, without limitation, any value added\ntaxes), and such taxes shall be billed to and paid by Customer. Microsoft shall\nbe responsible for all taxes based upon its personal property ownership and net\nincome. A finance charge of one and one-half percent (1.5%) per month or the\nhighest amount allowed by law, whichever is less, will be assessed on all\npayments that are past due. Any amount outstanding for more than sixty (60)\ndays after the date of invoice shall constitute a material breach on the part\nof Customer.\n\n2.       RIGHTS IN PROGRAMS AND DATA. The rights in programs and data shall be\nspecified in each Work Order.\n\n3.       CONFIDENTIALITY.\n\n         a.       Confidential Information. Except as otherwise specified \nherein, Microsoft and Customer each expressly undertake to retain in confidence\nall information transmitted to it by the other party pursuant to this Agreement\nthat the disclosing party identifies as being proprietary and\/or confidential\nor that, by the nature of the circumstances surrounding the disclosure, ought\nin good faith to be treated as proprietary and\/or confidential (\"Confidential\nInformation\"), and will make no use of such Confidential Information except\nunder the terms and during the existence of this Agreement. Information\ndisclosed by Microsoft, in any form, regarding pre-release \n\n\n                                      57\n>PAGE>   58\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nproducts, access numbers and passwords provided to Customer by Microsoft, shall\nbe Microsoft Confidential Information. Microsoft and Customer shall treat the\nterms and conditions of this Agreement as confidential; however, either party\nmay disclose such information in confidence to its immediate legal and\nfinancial consultants as required in the ordinary course of that party's\nbusiness. The receiving party's obligation hereunder shall extend for five (5)\nyears following the disclosure of the Confidential Information. Customer shall\ncause its Affiliates to retain Microsoft Confidential Information in accordance\nwith the terms of this Section 3.\n\n         b.       Exclusions. Confidential Information shall not include any\ninformation that: (i) is at the time of disclosure or subsequently becomes\npublicly available without the receiving party's breach of any obligations owed\nthe disclosing party; (ii) became known to the receiving party prior to the\ndisclosing party's disclosure of such information to the receiving party; (iii)\nbecame known to the receiving party from a source other than the disclosing\nparty other than by the breach of an obligation of confidentiality owed to the\ndisclosing party; or (iv) is independently developed by the receiving party.\n\n         c.       Independent Development; Residuals. The terms of \nconfidentiality under this Agreement shall not be construed to limit\nMicrosoft's or Customer's right to independently develop or acquire products\nwithout use of the other party's Confidential Information. Further, Microsoft\nor Customer shall be free to use for any purpose the residuals resulting from\naccess to or work with such Confidential Information, provided that such party\nshall maintain the confidentiality of the Confidential Information as provided\nherein. The term \"residuals\" means technical information related to computer\nsoftware technology in non-tangible form, which may be retained by persons who\nhave had access to the Confidential Information, including ideas, concepts,\nknow-how or techniques contained therein. Neither Microsoft nor Customer shall\nhave any obligation to limit or restrict the assignment of such persons or to\npay royalties for any work resulting from the use of residuals. However, the\nforegoing shall not be deemed to grant to either Microsoft or Customer a\nlicense under the other party's copyrights or patents.\n\n         d.       Customer Information. Customer grants to Microsoft the right \nto use technical information for problem resolution, internal troubleshooting,\nproduct functionality enhancements and fixes, and Knowledge Base articles.\nMicrosoft will not identify Customer or publish any of Customer's Confidential\nInformation in any Knowledge Base article.\n\n4.       LIMITED WARRANTIES. Microsoft warrants that the Consulting Services \nwill be performed using generally accepted industry standards and practices.\n\n5.       LIMITATION OF WARRANTIES. THE LIMITED WARRANTIES SET FORTH ABOVE ARE\nEXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS,\nIMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS\nPROVIDED UNDER THIS AGREEMENT, THE PERFORMANCE OF MATERIALS OR PROCESSES\nDEVELOPED OR PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE\nOBTAINED THEREFROM, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF\nMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.\nMICROSOFT SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD\nPARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO COMPANY BY\nMICROSOFT UNLESS SUCH THIRD PARTY SERVICES ARE PROVIDED UNDER WRITTEN AGREEMENT\nWITH MICROSOFT.\n\n6.       LIMITATION OF LIABILITY.\n\n         a.       Limitation. Microsoft' total liability under this Agreement \nshall be limited to the total amount actually paid by Customer to Microsoft\nunder the applicable Work Order.\n\n         b.       Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED \nBY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT, MICROSOFT SUBSIDIARIES OR THEIR\nRESPECTIVE SUPPLIERS BE LIABLE TO COMPANY FOR ANY INCIDENTAL, CONSEQUENTIAL,\nINDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST\nPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY\nLOSS) \n\n\n                                      58\n>PAGE>   59\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nREGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT\n(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF\nESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.\n\n7.       TERM AND TERMINATION.\n\n         a.       Term. This Agreement shall remain in effect until terminated \nby either Microsoft or Customer as provided herein; provided that neither party\nmay terminate this Agreement prior to the termination of the MSN Channel and\nCross Promotion Agreement entered into of even date herewith. The term of any\nWork Order shall be as provided therein; provided that neither party may\nterminate any incomplete Work Order prior to the termination of the MSN Channel\nand Cross Promotion Agreement (\"Channel Agreement\") entered into of even date\nherewith. Termination of this Agreement shall terminate all outstanding Work\nOrders between Microsoft and Customer.\n\n         b.       Termination. Subject to Section 7(a) above, Customer may \nterminate this Agreement or any Work Order without cause by giving Microsoft\nthirty (30) days written notice. Either Microsoft or Customer may terminate\nthis Agreement or any Work Order if the other party is in material breach or\ndefault of any obligation hereunder, which breach or default is not cured\nwithin thirty (30) days notice of such breach, provided that such material\nbreach or default is also a material breach or default of the Channel Agreement\nand the terminating party simultaneously terminates such agreement. Customer\nshall pay all fees to Microsoft for Services performed and expenses incurred\nwhich have accrued through the date of termination.\n\n         c.       Survival. Sections 1(b), 2, 3, 4, 5, 6, 7(b), 7(c), 8, and 10 \nof this Agreement and any provisions specified as surviving in a Work Order\nshall survive any termination of this Agreement and termination or expiration\nof any Work Order.\n\n8.       NOTICES. All notices, authorizations, and requests in connection with \nthis Agreement shall be deemed given on the day they are (i) deposited in the\nmails, postage prepaid, certified or registered, return receipt requested; or\n(ii) sent by air express courier (e.g., DHL, Federal Express or Airborne),\ncharges prepaid, return receipt requested; and addressed as follows:\n\n>TABLE>\n>CAPTION>\n---------------------------------------------------------------------------------------------------\nTo Customer:                                                     To Microsoft:\n>S>                                                              >C>\nWebMD Inc.                                                       Microsoft Corporation\n400 The Lenox Building                                           One Microsoft Way\n3399 Peachtree Road NE                                           Redmond, WA  98052-6399\nAtlanta, Georgia 30326\nAttention:        General Counsel                                Phone:   425-882-8080\nPhone:   404-479-7600                                            Fax:   425-936-7329\nFax:     404-479-7603\n                                                                 cc:      Law and Corporate Affairs\n                                                                          One Microsoft Way\n                                                                          Redmond, WA  98052-6399\n---------------------------------------------------------------------------------------------------\n>\/TABLE>\n\n9.       INSURANCE. At all times when Microsoft will be performing Services on\nCustomer's premises pursuant to this Agreement, Microsoft will procure and\nmaintain the following insurance coverage:\n\n         a.       Commercial General Liability covering bodily injury and \nproperty damage liability with a limit of not less than $1,000,000 each\noccurrence;\n\n         b.       Workers' Compensation (or maintenance of a legally permitted \nand governmentally-approved program of self-insurance) covering Microsoft\nemployees pursuant to applicable state workers' compensation laws for\nwork-related injuries suffered by employees of Microsoft;\n\n         c.       Employer's Liability with limits of not less than $1,000,000 \neach accident; and\n\n\n                                      59\n>PAGE>   60\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         d.       Software Errors and Omissions Liability covering damages \narising out of negligent acts, errors, or omissions committed by Microsoft or\nits employees in the performance of this Agreement, with a limit of liability\nof not less than $2,000,000 each claim.\n\nMicrosoft will provide Customer with certificates of insurance evidencing this\ncoverage on request.\n\n10.      MISCELLANEOUS.\n\n         a.       No Assignment. This Agreement and any rights or obligations\nhereunder shall not be assigned by contract or by operation of law without the\nprior written agreement of the other party. Microsoft may use subcontractors to\ndeliver the Services, provided that Microsoft shall remain liable to Customer,\nin accordance with this Agreement, for all Services provided to Customer. The\nServices are provided solely for the benefit of Customer and its Affiliates, as\napplicable.\n\n         b.       Applicable Law. This Agreement shall be governed by the laws \nof the State of New York, and the parties further consent to the exclusive\njurisdiction by the state and federal courts sitting in the State of New York.\nAny action of any kind by any party against another party arising as a result\nof this Agreement must be commenced within two (2) years from the date the\nright, claim, demand, or cause of action shall first accrue.\n\n         c.       Entire Agreement. This Agreement and the Work Orders \nconstitute the entire agreement between Microsoft and Customer, and merge all\nprior and contemporaneous communications, with respect to the Services provided\nhereunder. The terms on any purchase order or other form submitted by Customer\nshall not apply to this Agreement or any of the Services. This Agreement can be\nmodified only by later written agreement signed by both Microsoft and Customer.\nIn the event of a conflict between this Agreement and any Work Order, the terms\nof this Agreement shall control.\n\n         d.       Compliance with Laws. Microsoft and Customer shall comply with\nall applicable laws and regulations with respect to this Agreement. Customer\nacknowledges that the Services and the related software and other materials are\nsubject to United States export control laws and regulations, and Customer\nconfirms that it will not export or re-export them, directly or indirectly,\neither to (i) any countries that are subject to U.S. export restrictions\n(currently including, but not necessarily limited to, Cuba, Iran, Iraq, Libya,\nNorth Korea, Syria and Sudan), or to any national of any such country, wherever\nlocated, who intends to transmit or transport the services or materials back to\nsuch country; or (ii) any end-user whom Customer knows or has reason to know\nwill utilize them in the design, development or production of nuclear, chemical\nor biological weapons, or (iii) any end-user who has been prohibited from\nparticipating in U.S. export transactions by any federal agency of the U.S.\nGovernment.\n\n         e.       Severability\/Waiver. If a court holds that any provision of \nthis Agreement to be illegal, invalid or unenforceable, the remaining\nprovisions shall remain in full force and effect. No waiver of any breach of\nthis Agreement shall be a waiver of any other breach, and no waiver shall be\neffective unless made in writing and signed by an authorized representative of\nthe waiving party.\n\n         f.       Independent Contractor.  Microsoft shall act at all times as \nan independent contractor, and shall be responsible for any and all social\nsecurity, unemployment, workers' compensation and other withholding taxes for\nany and all of its employees.\n\n         g.       Cost or Pricing Data. Microsoft will not, under any \ncircumstances, be obligated to perform Services that would require the\nsubmission of cost or pricing data (as defined by U.S. Government regulations)\nor be obligated to provide such data.\n\n         h.       Force Majeure. Except for Customer's obligation to pay for \nservices already performed by Microsoft, if either party is prevented from\ncomplying, either totally or in part, with any of the terms or provisions of\nthis Agreement by reason of fire, flood, storm, strike, lockout or other labor\ntrouble, riot, war, rebellion, accident or other acts of God, then upon written\nnotice to the other party, the requirements of this Agreement, or the affected\n\n\n                                      60\n>PAGE>   61\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nprovisions hereof to the extent affected, shall be suspended during the period\nof such disability. During such period, the party not prevented from complying\nas aforesaid may seek to have its needs (which would otherwise be met\n\n\n                                      61\n>PAGE>   62\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nhereunder) met by or through others without liability hereunder. The party\nprevented from complying shall make all reasonable efforts to remove such\ndisability within thirty (30) days of giving such notice.\n\n         i.       English Language Governs. The parties have requested that this\nAgreement be drawn up in English; les parties ont exiges que cette entente soit\nredigee en anglais.\n\nIN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this\nAgreement as of the Effective Date indicated below.\n\n\nMICROSOFT CORPORATION\n\nBy:  \/s\/ Laura Jennings \n   -------------------------------------------------------------\nPrint Name:  Laura Jennings\n           -----------------------------------------------------\nTitle:  Vice President\n      ----------------------------------------------------------\nDate:   6\/4\/99\n     -----------------------------------------------------------\n\n   \nWEBMD INC.\n\nBy: \/s\/ W. Michael Heekin\n   -------------------------------------------------------------\nPrint Name: W. Michael Heekin\n           -----------------------------------------------------\nTitle: Executive Vice President\n      ----------------------------------------------------------\nDate:  5\/9\/99\n     -----------------------------------------------------------\n    \n\n                                      62\n>PAGE>   63\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nMICROSOFT CONSULTING SERVICES\nMASTER SERVICE AGREEMENT\nWORK ORDER NO.  - (MCS Health Care Practice)\n\n\nThis Work Order is made pursuant to the Microsoft Master Consulting Services\nAgreement (the \"Agreement\") effective on     , by and between WebMD (\"Customer\")\nand Microsoft Corporation (\"Microsoft\") and is incorporated therein by\nreference. Capitalized terms not otherwise defined have the meanings provided\nin the Agreement.\n\n1.       Services. MCS shall perform the services identified below for Customer.\nDates provided herein are estimates only. Services shall not include\ndevelopment of, and Microsoft shall not deliver, any software, computer program\nor code under this Work Order.\n\nMCS shall perform the services as described in Section 4.2 of the MSN Channel\nand Cross Promotion Agreement (\"Promotion Agreement\") between the parties dated\nas of even date herewith, including specifically the architectural review phase\nof the current WebMD technical platform in order to develop the vision and\nscope of the Transition Schedule Work Order to be executed by the parties and\nthe implementation of the Microsoft technology, including the Microsoft\nTechnology Platform, phase. WebMD shall ensure both under this work order and\nunder the Transition Schedule Work Order: 1) that adequate WebMD technical\nresources are assigned to the migration effort; 2) that a core WebMD technical\nteam is adequately training on NT and Internet Information Server; 3) that a\nWebMD operations team is available to assume responsibility for the operations\nand management of the production site; 4) that WebMD assigns a key manager to\nact as the MCS contact for the project; 5) that WebMD provides MCS with access\nto the source code and design documentation to the existing site and\napplications; 6) that WebMD provides for all hardware and software necessary to\nsupport the production environment; and 7) that Web MD will contract with\nMicrosoft Premier Support Services for technical product support.\n\nThe dates set out in Section 4.2 of the Promotion Agreement by which each party\nmust complete a task shall be met by such party as part of this Work Order.\n\nThe parties agree that the estimated time to complete the architectural review\ncontemplated hereunder is 160 hours. The product of the architectural review\nshall be at a minimum the Transition Schedule and the Transition Schedule Work\nOrder.\n\nThe parties shall complete the tasks specified in Section 2.5 of the meet the\ndates specified in the Promotion Agreement.\n\n2.       Rates. The hourly rates shown below shall be applicable to this Work \nOrder. Any total fee stated herein is an estimate only. The total estimated fee\nfor this project is $33,600, based on the estimated 160 hours of service in the\n45 day time period, plus travel and expenses. Project expense will be charged\nto WebMD in addition to project fees.\n\n>TABLE>\n>CAPTION>\nStaff Level                                 Rate\/hour\n>S>                                         >C>\nEnterprise Program Manager                  $210.00\nSenior Consultant - Infrastructure          $210.00\nConsultant - Infrastructure                 $180.00\nSenior Consultant - Development             $210.00\nConsultant - Development                    $180.00\nPrincipal Consultant                        $250.00\nManaging Consultant                         $250.00\n>\/TABLE>\n\nMicrosoft shall determine in its sole discretion what personnel is required to\ncomplete the work contemplated by this Work Order and may use third parties, as\ndetermined by MCS in its sole discretion, to complete any work.\n\n\n                                      63\n>PAGE>   64\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nMicrosoft shall invoice Customer monthly for services performed and expenses\nincurred during the previous period. Microsoft invoices for payment should be\ndirected to Customer's representative for payment at the address shown below\n(Customer to provide).\n\n>TABLE>\n      >S>                                                     >C>\n      Contact: David Lubinski                                 Mailstop (if any):\n      Address: 5080 Spectrum Drive, Suite 900E                Telephone: (972) 716-2629\n      City: Addison                                           Fax: (972) 233-7280\n      State: TX                           Zip:75001           Email: davidlu@microsoft.com\n>\/TABLE>\n\nPurchase Order No. (if any):\n\n3.       Commencement Date. Services under this Work Order will begin on the \ndate that is within 45 days of the Effective Date of the Promotion Agreement.\nThe Expiration Date of this Work Order is upon completion of the work\ncontemplated in this Work Order, which in no event shall be less than 360 days\nfrom the Effective Date, or such later date as the Work contemplated by this\nWork Order has been completed.\n\n4.       Ownership and License. The copyright in that specific set of tangible\nwritten materials developed by Microsoft at the specific direction of Customer\nand provided to Customer in the course of performance under this Work Order\n(\"Materials\") shall be owned by Customer, and Microsoft hereby assigns all\nright, title and interest in such copyright to Customer. Customer agrees to use\nMaterials only for Customer's internal business purposes and not for resale or\ndistribution outside of Customer. Notwithstanding the above, the parties agree\nthat Microsoft reserves the right to use for any purpose subsets or modules of\nthe Materials which by themselves provide generic technical information not\nunique to Customer's business. Customer may sublicense the rights granted\nhereunder to its affiliates (i.e., any entity controlling, controlled by, or\nunder common control with, Customer). All rights not expressly granted, are\nreserved.\n\nTHEREFORE, the parties have executed this Work Order in duplicate originals.\n\nMICROSOFT CORPORATION               WebMD, Inc. INC.\n\n\n\n   \nBy \/S\/ Laura Jennings               By \/s\/ W. Michael Heekin\n\nName (Print) Laura Jennings                     Name (Print) W. Michael Heekin\n\nTitle Vice President                Title Executive Vice President and Secretary\n\nDate 6\/9\/99                         Date 5\/10\/99\n    \n\n\n                                      64\n>PAGE>   65\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit G\nUse Specifications for the MSN Logos\n\nWebMD may use the MSN Logos solely in the Network Frameworks header and footer\nas approved in advance by Microsoft, only on the WebMD Site where the Health\nChannel appears. \n\nWebMD's name, logo, or trademark must appear on any site where the MSN Logo is\nused, with wording such as \"Content by WebMD\" as provided in Section 2.2 of the\nAgreement, and WebMD's name, logo, or trademark must be at least as prominent\nas the MSN Logos. \n\nThe MSN Logos may not be used in any manner that expresses or might imply\nMicrosoft's affiliation, sponsorship, endorsement, certification, or approval,\nother than as contemplated by the Agreement. \n\nWebMD shall not use the MSN Logos in association with any third party\ntrademarks in a manner that might suggest co-branding or otherwise create\npotential confusion as to source or sponsorship of the Health Channel or\nownership of the MSN Logos. \n\nThe MSN Logos may not be included in any non-Microsoft trade name, business\nname, domain name, product or service name, logo, trade dress, design, slogan,\nor other trademark. \n\nWebMD may use the MSN Logos only as provided by Microsoft electronically or in\nhard copy form. Except for size subject to the restrictions herein, the MSN\nLogos may not be altered in any manner, including proportions, colors,\nelements, etc., or animated, morphed, or otherwise distorted in perspective or\ndimensional appearance. \n\nThe MSN Logos may not be combined with any other symbols, including words,\nlogos, icons, graphics, photos, slogans, numbers, or other design elements. \n\nThe MSN Logos (including but not limited to Microsoft's logos, logotypes, trade\ndress, and other elements of product packaging and web sites) may not be\nimitated in any WebMD materials. \n\nThe MSN Logos may not be used as a design feature in any materials. \n\nThe MSN Logos must stand alone. A minimum amount of empty space must surround\neach MSN Logo separating it from any other object, such as type, photography,\nborders, edges, and so on. The required area of empty space around the MSN\nLogos must be 1\/2x, where x equals the height of the MSN Logo. \n\nEach use of the MSN Logo must include the notice: \"Microsoft and MSN are\nregistered trademarks or trademarks of Microsoft Corporation in the United\nStates and other countries and the MSN logo is used under license from owner\".\n\n\n                                      65\n>PAGE>   66\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit H\n\nMICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(STANDARD RECIPROCAL)\n\n   \n         THIS AGREEMENT (the \"Agreement\") is made between MICROSOFT\nCORPORATION, a Washington corporation, and WebMD INC. (\"COMPANY\") and entered\ninto this 10th day of February, 1999.\n    \n\n         In consideration of the mutual promises and covenants contained in\nthis Agreement, the mutual disclosure of confidential information to each\nother, the parties hereto agree as follows:\n\n1.       Confidential Information and Confidential Materials\n\n         (a)      \"Confidential Information\" means nonpublic information that\nDisclosing Party designates as being confidential or which, under the\ncircumstances surrounding disclosure ought to be treated as confidential.\n\"Confidential Information\" includes, without limitation, information relating\nto released or unreleased Disclosing Party software or hardware products, the\nmarketing or promotion of any Disclosing Party product, Disclosing Party's\nbusiness policies or practices, and information received from others that\nDisclosing Party is obligated to treat as confidential. Confidential\nInformation disclosed to Receiving Party by any Disclosing Party Subsidiary\nand\/or agents is covered by this Agreement.\n\n         (b)      Confidential Information shall not include any information \nthat: (i) is or subsequently becomes publicly available without Receiving\nParty's breach of any obligation owed Disclosing Party; (ii) became known to\nReceiving Party prior to Disclosing Party's disclosure of such information to\nReceiving Party; (iii) became known to Receiving Party from a source other than\nDisclosing Party other than by the breach of an obligation of confidentiality\nowed to Disclosing Party; or (iv) is independently developed by Receiving\nParty.\n\n         (c)      \"Confidential Materials\" shall mean all tangible materials\ncontaining Confidential Information, including without limitation written or\nprinted documents and computer disks or tapes, whether machine or user\nreadable.\n\n2.       Restrictions\n\n         (a)      Receiving Party shall not disclose any Confidential \nInformation to third parties for five (5) years following the date of its\ndisclosure by Disclosing Party to Receiving Party, except to Receiving Party's\nconsultants as provided below. However, Receiving Party may disclose\nConfidential Information in accordance with judicial or other governmental\norder, provided Receiving Party shall give Disclosing Party reasonable notice\nprior to such disclosure and shall comply with any applicable protective order\nor equivalent.\n\n         (b)      Receiving Party shall take reasonable security precautions, at\nleast as great as the precautions it takes to protect its own confidential\ninformation, to keep confidential the Confidential Information. Receiving Party\nmay disclose Confidential Information or Confidential Material only to\nReceiving Party's employees or consultants on a need-to-know basis. Receiving\nParty will have executed or shall execute appropriate written agreements with\nits employees and consultants sufficient to enable it to comply with all the\nprovisions of this Agreement.\n\n         (c)      Confidential Information and Confidential Materials may be\ndisclosed, reproduced, summarized or distributed only in pursuance of Receiving\nParty's business relationship with Disclosing Party, and only as otherwise\nprovided hereunder. Receiving Party agrees to segregate all such Confidential\nMaterials from the confidential materials of others in order to prevent\ncommingling.\n\n         (d)      Receiving Party may not reverse engineer, decompile or \ndisassemble any software disclosed to Receiving Party.\n\n3.       Rights and Remedies\n\n\n                                      66\n>PAGE>   67\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         (a)      Receiving Party shall notify Disclosing Party immediately upon\ndiscovery of any unauthorized use or disclosure of Confidential Information\nand\/or Confidential Materials, or any other breach of this Agreement by\nReceiving Party, and will cooperate with Disclosing Party in every reasonable\nway to help Disclosing Party regain possession of the Confidential Information\nand\/or Confidential Materials and prevent its further unauthorized use.\n\n         (b)      Receiving Party shall return all originals, copies, \nreproductions and summaries of Confidential Information or Confidential\nMaterials at Disclosing Party's request, or at Disclosing Party's option,\ncertify destruction of the same.\n\n         (c)      Receiving Party acknowledges that monetary damages may not be \na sufficient remedy for unauthorized disclosure of Confidential Information and\nthat Disclosing Party shall be entitled, without waiving any other rights or\nremedies, to such injunctive or equitable relief as may be deemed proper by a\ncourt of competent jurisdiction.\n\n         (d)      Disclosing Party may visit Receiving Party's premises, with\nreasonable prior notice and during normal business hours, to review Receiving\nParty's compliance with the terms of this Agreement.\n\n4.       Miscellaneous\n\n         (a)      All Confidential Information and Confidential Materials are \nand shall remain the property of Disclosing Party. By disclosing information to\nReceiving Party, Disclosing Party does not grant any express or implied right\nto Receiving Party to or under Disclosing Party patents, copyrights,\ntrademarks, or trade secret information.\n\n         (b)      If either party provides pre-release software as Confidential\nInformation or Confidential Materials under this Agreement, such pre-release\nsoftware is provided \"as is\" without warranty of any kind. Receiving Party\nagrees that neither Disclosing Party nor its suppliers shall be liable for any\ndamages whatsoever relating to Receiving Party's use of such pre-release\nsoftware.\n\n         (c)      Any software and documentation provided under this Agreement \nis provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the\nGovernment is subject to restrictions as set forth in subparagraph (c)(1)(ii)\nof The Rights in Technical Data and Computer Software clause at DFARS\n252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer\nSoftware -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer\nis Microsoft Corporation\/One Microsoft Way\/Redmond, WA 98052-6399.\n\n         (d)      Both parties agree that they do not intend nor will they, \ndirectly or indirectly, export or re-export (i) any Confidential Information or\nConfidential Materials, or (ii) any product (or any part thereof), process or\nservice that is the direct product of the Confidential Information or Materials\nto (A) any country that is subject to U.S. export restrictions (currently\nincluding, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North\nKorea, Libya, and Sudan), or to any national of any such country, wherever\nlocated, who intends to transmit or transport the products back to such\ncountry; (B) to any end-user who either party knows or has reason to know will\nutilize them in the design, development or production of nuclear, chemical or\nbiological weapons; or (C) to any end-user who has been prohibited from\nparticipating in U.S. export transactions by any federal agency of the U.S.\ngovernment.\n\n         (e)      The terms of confidentiality under this Agreement shall not be\nconstrued to limit either party's right to independently develop or acquire\nproducts without use of the other party's Confidential Information. Further,\neither party shall be free to use for any purpose the residuals resulting from\naccess to or work with such Confidential Information, provided that such party\nshall maintain the confidentiality of the Confidential Information as provided\nherein. The term \"residuals\" means information in non-tangible form, which may\nbe retained by persons who have had access to the Confidential Information,\nincluding ideas, concepts, know-how or techniques contained therein. Neither\nparty shall have any obligation to limit or restrict the assignment of such\npersons or to pay royalties for any work resulting from the use of residuals.\nHowever, the foregoing shall not be deemed to grant to either party a license\nunder the other party's copyrights or patents.\n\n         (f)      This Agreement constitutes the entire agreement between the\nparties with respect to the subject matter hereof. It shall not be modified\nexcept by a written agreement dated subsequent to the date of this Agreement\nand signed by both parties. None of the provisions of this Agreement shall be\ndeemed to have been waived by any act or acquiescence on the part of Disclosing\nParty, its agents, or employees, but only by an instrument in writing signed by\nan authorized officer of Disclosing \n\n\n                                      67\n>PAGE>   68\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nParty. No waiver of any provision of this Agreement shall constitute a waiver\nof any other provision(s) or of the same provision on another occasion.\n\n\n                                      68\n>PAGE>   69\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\n         (g)      If either party employs attorneys to enforce any rights \narising out of or relating to this Agreement, the prevailing party shall be\nentitled to recover reasonable attorneys' fees. This Agreement shall be\nconstrued and controlled by the laws of the State of Washington, and both\nparties further consent to jurisdiction by the state and federal courts sitting\nin the State of Washington. Process may be served on either party by U.S. Mail,\npostage prepaid, certified or registered, return receipt requested, or by such\nother method as is authorized by the Washington Long Arm Statute.\n\n         (h)      Subject to the limitations set forth in this Agreement, this\nAgreement will inure to the benefit of and be binding upon the parties, their\nsuccessors and assigns.\n\n         (i)      If any provision of this Agreement shall be held by a court of\ncompetent jurisdiction to be illegal, invalid or unenforceable, the remaining\nprovisions shall remain in full force and effect.\n\n         (j)      All obligations created by this Agreement shall survive change\nor termination of the parties' business relationship.\n\n5.       Suggestions and Feedback\n\nEither party may from time to time provide suggestions, comments or other\nfeedback to the other party with respect to Confidential Information provided\noriginally by the other party (hereinafter \"Feedback\"). Both parties agree that\nall Feedback is and shall be entirely voluntary and shall not, absent separate\nagreement, create any confidentiality obligation for the Receiving Party.\nHowever, the Receiving Party shall not disclose the source of any feedback\nwithout the providing party's consent. Feedback shall be clearly designated as\nsuch and, except as otherwise provided herein, each party shall be free to\ndisclose and use such Feedback as it sees fit, entirely without obligation of\nany kind to the other party. The foregoing shall not, however, affect either\nparty's obligations hereunder with respect to Confidential Information of the\nother party.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.\n\nCOMPANY: WebMD, Inc.                               MICROSOFT CORPORATION\n\nAddress:                                           By: \/s\/ Laura Jennings\n                                                   Name: Laura Jenning\nBy: \/s\/ W. Michael Heekin                          Title: Vice President\nName:  W. Michael Heekin                           Date: 6\/4\/99\nTitle:  Executive Vice President and Secretary     MS Contact:\nDate:  5\/10\/99\n\n\n                                      69\n>PAGE>   70\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit I\nWebMD Logos\n\n[GRAPHIC OMITTED]\n\nGraphic shows screenshot from WebMD's web site, including WebMD's logo.\n\n\n                                      70\n>PAGE>   71\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit J-1\nMedical Professionals Section List #1\n\n   \n*\n    \n\n                                      71\n>PAGE>   72\n   \n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n    \n\n\nExhibit J-2\nMedical Professionals Section List #2\n\n   \n*\n    \n\n                                      72\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42248","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42248","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42248"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42248"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42248"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42248"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}